AGREEMENT BETWEEN YOU, THE USER, AND PRIMESOFT SOLUTIONS

The PrimeSoft Solutions Web site is comprised of various Web pages operated by PrimeSoft Solutions and its suppliers. The PrimeSoft Solutions Web site, and corresponding products and services, are offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein. Your use of the PrimeSoft Solutions Web site, and PrimeSoft Solutions products and services constitutes your agreement to all such terms, conditions, and notices. The PrimeSoft Solutions Web site, together with the products and services made available through the Web site are collectively referred to in these Terms of Use as the “PrimeSoft Solutions Services.”

MODIFICATION OF THESE TERMS OF USE
PrimeSoft Solutions reserves the right to change the terms, conditions, and notices under which the PrimeSoft Solutions Services are offered, including but not limited to, the charges associated with the use of the PrimeSoft Solutions Services. If you do not agree to the changes proposed by PrimeSoft Solutions with respect to the PrimeSoft Solutions Services, your sole and exclusive remedy is to terminate your use of the PrimeSoft Solutions Services. Unless explicitly stated otherwise, any new features or products that change, augment or enhance the current PrimeSoft Solutions Services shall be subject to these Terms of Use.

LINKS TO THIRD PARTY SITES
The PrimeSoft Solutions Web site may contain links to other Web sites (“Linked sites”). The Linked sites are not under the control of PrimeSoft Solutions and PrimeSoft Solutions is not responsible for the contents of any Linked site, including without limitation, any link contained in a Linked site, or any changes or updates to a Linked site. PrimeSoft Solutions is not responsible for Webcasting or any other form of transmission received from any Linked site. PrimeSoft Solutions is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by PrimeSoft Solutions of the site or any association with its operators.

NO UNLAWFUL OR PROHIBITED USE
As a condition of your use of the PrimeSoft Solutions Services, you warrant to PrimeSoft Solutions that you will not use the PrimeSoft Solutions Services for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use the PrimeSoft Solutions Services in any manner that could damage, disable, overburden, or impair the PrimeSoft Solutions Services or interfere with any other party’s use and enjoyment of the PrimeSoft Solutions Services. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the PrimeSoft Solutions Services.

LIABILITY DISCLAIMER
YOUR USE OF THE PRIMESOFT SOLUTIONS SERVICES AND THE INTERNET IS AT YOUR SOLE RISK. THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE PRIMESOFT SOLUTIONS SERVICES MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. PRIMESOFT SOLUTIONS AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE PRIMESOFT SOLUTIONS SERVICES AT ANY TIME. ADVICE RECEIVED VIA THE PRIMESOFT SOLUTIONS SERVICES SHOULD NOT BE RELIED UPON FOR PERSONAL, MEDICAL, LEGAL OR FINANCIAL DECISIONS AND YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO YOUR SITUATION.

PRIMESOFT SOLUTIONS AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED INFORMATION OR MATERIALS CONTAINED ON OR THROUGH THE PRIMESOFT SOLUTIONS SERVICES FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED INFORMATION AND MATERIALS ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. PRIMESOFT SOLUTIONS AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED INFORMATION AND MATERIALS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PRIMESOFT SOLUTIONS AND/OR ITS SUPPLIERS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE PRIMESOFT SOLUTIONS SERVICES, WITH THE DELAY OR INABILITY TO USE THE PRIMESOFT SOLUTIONS SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED INFORMATION AND MATERIALS OBTAINED THROUGH THE PRIMESOFT SOLUTIONS SERVICES, OR OTHERWISE ARISING OUT OF THE USE OF THE PRIMESOFT SOLUTIONS SERVICES , WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF PRIMESOFT SOLUTIONS OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. IN NO EVENT WILL PRIMESOFT SOLUTIONS AGGREGATE LIABILITY TO ANY OTHER USER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE PRIMESOFT SOLUTIONS SERVICES EXCEED AMOUNTS PAID TO PRIMESOFT SOLUTIONS BY SUCH USER DURING THE THREE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE LIABILITY AROSE. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE PRIMESOFT SOLUTIONS SERVICES, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE PRIMESOFT SOLUTIONS SERVICES.

Unless expressly agreed to in writing by PrimeSoft Solutions, without limiting the foregoing, neither PrimeSoft Solutions nor its suppliers are responsible for any of your data transmitted or stored through the PrimeSoft Solutions Services. You are responsible for backing-up your data and information, whether or not such information is produced, transmitted, or stored through the use of the PrimeSoft Solutions Services.

PRIVACY POLICY
PrimeSoft Solutions respects the privacy of its users. The terms and conditions of the PrimeSoft Solutions Privacy Policy, located at http://www.PrimeSoftSolutionsInc.com/ are incorporated herein by reference.
 
TERMINATION/ACCESS RESTRICTION
PrimeSoft Solutions reserves the right, in its sole discretion, to terminate your access to the PrimeSoft Solutions Services or any portion thereof at any time, with or without notice.

CONTENT; COPYRIGHT:
All content included on or through the PrimeSoft Solutions Services, including text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, software, and other materials appearing on or through the PrimeSoft Solutions Services (collectively, “Content”), is the property of PrimeSoft Solutions or its content suppliers: Copyright 2008 PrimeSoft Solutions and/or its suppliers. All rights reserved. All Content is protected by United States and international copyright laws. The compilation of all content on the PrimeSoft Solutions Web Site is the exclusive property of PrimeSoft Solutions and protected by U.S. and international copyright laws. All software used on or through the PrimeSoft Solutions Services is the property of PrimeSoft Solutions or its software suppliers and protected by United States and international copyright laws.

You agree that you will not take any action to interfere with PrimeSoft Solutions or its suppliers’ ownership of or rights in the Content and you will not attempt to circumvent any mechanisms for preventing the unauthorized reproduction or distribution of the Content.

You may use any Content, but only for personal, non-commercial purposes. You may be given the opportunity to download certain Content, but you may do so only to the extent as authorized for that particular Content and only for your personal use. You may not use the Content in a manner that exceeds the rights granted for your use of the Content, which includes unauthorized copying or distribution of the Content or creating an unauthorized derivative work.

PrimeSoft Solutions is not required to pre-screen Content, although PrimeSoft Solutions reserves the right to do so in its sole discretion. PrimeSoft Solutions is not liable for Content that is provided by others. PrimeSoft Solutions reserves the right to remove Content that, in its sole judgment, does not meet its standards or does not comply with these Terms of Use, but PrimeSoft Solutions is not responsible for any failure or delay in removing such material. PrimeSoft Solutions is not responsible for content available on the Internet, although PrimeSoft Solutions reserves the right to block access to any Internet area containing illegal or other harmful content being used for purposes that are unlawful or injurious to PrimeSoft Solutions or its users. You acknowledge that third-party sites on the Internet may have their own terms and conditions that govern your use of those sites.

You agree to abide by U.S. and other applicable export control laws and not to transfer, by electronic transmission or otherwise, any Content subject to restrictions under such laws to a national destination prohibited under such laws, or to any person or entity prohibited under such laws, without first obtaining, and then complying with, any requisite government authorization. You further agree not to upload to or through the PrimeSoft Solutions Services any data or software that cannot be exported without prior written government authorization and notification of PrimeSoft Solutions, including, but not limited to, certain types of encryption software.

You acknowledge and hereby agree that the PrimeSoft Solutions Services and any software used in connection with the Service (the "Software") contain proprietary and confidential information that is protected by applicable intellectual property and other laws. PrimeSoft Solutions provides you with a non-exclusive, non-transferable, limited license to use the Software, which you agree to use in accordance with these Terms of Use. You may not sub-license or charge others to use or access the Software without first obtaining written permission or a written agreement from PrimeSoft Solutions. The Software is owned by PrimeSoft Solutions and/or its suppliers and is protected to the maximum extent permitted by copyright laws and international treaty provisions. Any reproduction, modification, creation of derivative works from or redistribution of the Software is expressly prohibited, and may result in severe civil and criminal penalties. The Software, its structure, sequence and organization and source code are considered trade secrets of PrimeSoft Solutions and its suppliers and are protected by trade secret laws. WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCING THE SOFTWARE TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED. MEMBER MAY NOT DECOMPILE OR DISASSEMBLE, REVERSE ENGINEER OR OTHERWISE ATTEMPT TO DISCOVER ANY SOURCE CODE CONTAINED IN ANY SOFTWARE PROVIDED HEREUNDER.

GENERAL
You agree that no joint venture, partnership, employment, or agency relationship exists between you and PrimeSoft Solutions as a result of this agreement or use of the PrimeSoft Solutions Services.

PrimeSoft Solutions performance is subject to existing laws and legal process, and nothing contained in these Terms of Use are in derogation of PrimeSoft Solutions right to comply with governmental, court and law enforcement requests or requirements relating to your use of the PrimeSoft Solutions Services or information provided to or gathered by PrimeSoft Solutions with respect to such use.

If any part of these Terms of Use are determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms of Use shall continue in effect.

These Terms of Use, together with the PrimeSoft Solutions Privacy Policy and any other PrimeSoft Solutions user agreement agreed to by you, together constitute the entire agreement between the user and PrimeSoft Solutions with respect to the PrimeSoft Solutions Services and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and PrimeSoft Solutions with respect to the PrimeSoft Solutions Services.