PrimeOps Terms of Service

Document ID: primeops-terms-of-service-attorney-review-v1-2026-08-26  ·  Supersedes: none (new document)  ·  Effective Date: [PUBLICATION DATE]  ·  Version: [terms-YYYY-MM-DD]

Who these Terms are between, and how they take effect

These Terms of Service (the "Terms") are a contract between PrimeOps LLC, a New Jersey limited liability company with offices at 72 Halsey Street, Newark, New Jersey 07102 ("PrimeOps," "we," "us," or "our"), and the business that signs up for or uses the Service ("Customer," "you," or "your").

You accept these Terms when you click to accept them, sign an order form or pilot agreement that references them, or use the Service. If you are accepting on behalf of a business, you represent that you are authorized to bind that business — and "you" means that business. If you do not have that authority, do not accept these Terms or use the Service.

The Service is for businesses only. It is not offered to consumers for personal, family, or household purposes, and it is not offered to anyone under 18.

What the Service is

The "Service" is the PrimeOps hospitality operations platform — the applications, APIs, integrations, reports, and support we make available at getprimeops.ai and its subdomains, together with any documentation we provide.

PrimeOps reviews operating records your business already has — sales, labor, food cost, invoices, delivery settlements, deposits, and similar records — and produces findings, estimates, prioritized issues, assigned follow-ups, and reports that trace back to the underlying records.

An "Order" is an order form, pilot agreement, online checkout, or written plan selection that describes what you are buying: the plan, term, fees, and any agreed scope. If an Order conflicts with these Terms, the Order controls for that conflict.

Your account, your people, and your responsibility for both

You need an account to use the Service. You are responsible for the accuracy of your account information, for your users' activity, and for keeping credentials secure. Tell us promptly at support@getprimeops.ai if you suspect unauthorized access.

You may authorize employees, contractors, and advisors ("Users") to use the Service on your behalf. You are responsible for your Users' compliance with these Terms. Assign the least access each User needs, and remove access when someone no longer needs it. Administrators can see, manage, and export information across your organization; choose them accordingly.

Do not share a single login among multiple people, and do not let anyone use the Service who is barred from it under applicable law or these Terms.

Your data stays yours

"Customer Data" means the data you or your Users submit to the Service, or that we collect from systems you connect on your instruction — including the operating records described in Section 2 and the outputs generated from them for you.

As between you and PrimeOps, you own your Customer Data. You grant PrimeOps a non-exclusive, worldwide license to host, copy, process, transmit, analyze, and display Customer Data solely to:

1. provide, secure, support, and maintain the Service for you;
2. generate the findings, reports, and outputs you request;
3. prevent fraud, abuse, and security incidents; and
4. comply with law and enforce these Terms.

That license ends when your Customer Data is deleted under Section 15, except for copies retained as Section 15 permits.

What we will not do. We will not sell Customer Data. We will not use it for advertising. We will not use it to train, fine-tune, or improve any general-purpose, cross-customer, or publicly available AI model, and we will not authorize a provider to do so, unless you expressly agree in writing in a separate document.

Aggregated and de-identified information. We may create aggregated or de-identified information from Service usage and Customer Data, and use it to operate, secure, benchmark, and improve the Service. Before doing so we take reasonable measures designed to prevent that information from being associated with you, your locations, or any identifiable person; we publicly commit not to re-identify it except to test our own safeguards or as required by law; and we bind recipients to the same restrictions. We will not publish aggregated information in a form that identifies you without your permission.

You represent that you have the rights and permissions needed to give us Customer Data and to have us process it as described here and in the Privacy Policy, including any notices or consents your employees, contractors, guests, or vendors are owed.

What you may not do with the Service

The PrimeOps Acceptable Use Policy at getprimeops.ai/aup sets out the detailed rules for using the Service and is part of these Terms. It expands this Section; where it conflicts with these Terms, these Terms control. In addition to that Policy, you and your Users may not:

1. submit payment-card numbers or security codes, government identifiers, health or medical information, biometric identifiers, precise geolocation of individuals, children's data, or other sensitive or specially regulated data unless we have expressly agreed in writing to support it;
2. place passwords, private keys, API secrets, or access tokens in ordinary free-text fields, uploads, support requests, or reports;
3. submit data you lack the right to submit, or use the Service in violation of privacy, employment, wage-and-hour, or other applicable law;
4. use the Service to build or benchmark a competing product, or copy, reverse engineer, decompile, or attempt to derive the Service's source code, models, or underlying ideas, except to the limited extent applicable law expressly permits despite this restriction;
5. resell, sublicense, rent, or provide the Service to a third party as a service bureau, except as an Order expressly allows;
6. probe, scan, or test the Service's security without our prior written permission, interfere with its operation, evade rate limits or access controls, or introduce malicious code;
7. remove or obscure proprietary notices, or misrepresent the origin of outputs; or
8. use the Service to make an employment, credit, housing, insurance, or other decision with legal or similarly significant effects on a person in a way that violates Section 7 or applicable law.

Privacy, security, and data processing

Our handling of personal information is described in the PrimeOps Privacy Policy at getprimeops.ai/privacy, which is part of these Terms. Where we process personal information on your behalf as your processor or service provider, the Data Processing Addendum at getprimeops.ai/dpa applies and controls over these Terms for that processing.

We maintain reasonable administrative, technical, and organizational safeguards designed to protect Customer Data, including access controls, tenant separation, encryption in transit, authentication, audit records, environment separation, monitoring, and service-provider oversight. No system is perfectly secure; Section 16 states what we do and do not warrant.

If we determine that a security incident has compromised Customer Data, we will notify you without unreasonable delay and within any period applicable law requires, share the information reasonably available about what happened, take reasonable steps to contain and remediate it, and cooperate with your reasonable requests. Notifying you or cooperating is not an admission of fault.

PrimeOps is decision support — a person still decides

This section is important; please read it with your team.

The Service identifies issues, estimates effects, ranks priorities, and suggests next steps from the records available to it. Those outputs can be incomplete or wrong — records can be missing, stale, mis-mapped, or contradicted by facts the Service cannot see. Outputs are decision support. They are not professional advice and are not a substitute for your own judgment.

PrimeOps does not provide legal, accounting, tax, audit, employment, payroll, financial, or investment advice. Estimated opportunities, detected exposures, recommended values, and verified outcomes are different states and are labeled as such; an estimate is not a promise of recovery or of any financial result.

You are responsible for qualified human review before acting on an output — and you must not use an output as the sole basis for a decision that has legal or similarly significant effects on a person, including decisions about employment, scheduling, compensation, discipline, benefits, or safety. You remain responsible for the accuracy of source data you provide and for your own compliance with employment, wage-and-hour, privacy, and other laws that govern how you use what you learn.

Any support response targets, refresh frequencies, or availability figures stated in an Order are the only commitments of that kind we make. We do not otherwise promise uninterrupted or error-free operation. [SUPPORT RESPONSE TARGETS — CONFIRM BEFORE PUBLICATION]

Trials and pilots

Unpaid trials, betas, and evaluations. We may offer a free trial, unpaid pilot, beta, or evaluation. Those are provided for the period stated when offered [TRIAL/PILOT LENGTH — CONFIRM], for evaluation only, and — except as a signed Order expressly provides otherwise — as is, without warranty of any kind. We may change or end an unpaid trial or beta feature at any time. Data you put into an unpaid trial may be deleted when it ends unless you convert to a paid plan; export anything you need first.

Paid pilots are different. Where you sign an Order for a paid pilot, that Order governs its scope, term, fees, deliverables, and success criteria; the warranty in Section 16 applies to it; and this Section's as-is treatment does not. We will not change or end a paid pilot mid-term except as that Order or Section 14 allows.

If a trial or pilot converts to a paid subscription, we will tell you before any charge, and Section 9 governs from then on.

Fees, renewal, and cancellation

Fees. You pay the fees in your Order. Unless the Order says otherwise, fees are stated in U.S. dollars, invoiced or charged in advance for each subscription period, and are non-refundable except as these Terms or applicable law require. [PAYMENT TERMS AND ANY LATE FEE — CONFIRM]

Payment processing. Payments are handled by our payment processor under its own terms. We do not receive or store complete card numbers or security codes. Keep your billing information current; a failed payment may lead to suspension under Section 14.

Automatic renewal — plain terms. Unless your Order says otherwise, your subscription renews automatically for successive periods equal to the initial term, at the then-current rate for your plan, and we will charge your payment method on each renewal date. We will disclose the renewal terms before you buy, send you a confirmation containing them, and give advance notice of any price increase before it applies to a renewal.

Cancelling is meant to be easy. You may cancel at any time before a renewal date through your account settings or by emailing support@getprimeops.ai. Cancellation stops the next renewal; it does not retroactively refund the current period unless applicable law requires otherwise. You keep access through the end of the period you already paid for.

Taxes. Fees are exclusive of sales, use, and similar taxes. You are responsible for those taxes except taxes on our net income. Where we are required to collect, we will add them to your invoice.

Systems you connect

The Service can connect to point-of-sale, payroll, delivery, purchasing, accounting, payment, storage, and other third-party systems at your direction. You choose which integrations to authorize, and you are responsible for having the right to connect them and for the credentials you provide.

Those third parties are not our subcontractors and operate under their own terms and privacy notices. We are not responsible for their acts, availability, accuracy, or changes to their interfaces. If a third party changes or discontinues access, a related Service feature may change or stop working; that alone is not a breach of these Terms.

Confidentiality

Each party may receive the other's non-public business, technical, or financial information. The receiving party will use it only for the relationship described here, protect it with at least reasonable care, and share it only with people and providers who need it and are bound by comparable obligations. These duties do not cover information that is public through no fault of the receiving party, already known without duty, independently developed, or lawfully received from a third party free of restriction.

If the parties have signed a separate non-disclosure agreement, that agreement continues to apply to the information it covers; where it conflicts with this section, the signed NDA controls. Customer Data is governed by Sections 4 and 6 rather than this section.

Either party may disclose the other's confidential information when law or valid legal process requires — disclosing only what is required and, where legally permitted, giving the other party prompt notice and a reasonable chance to seek protection.

Our intellectual property, and your feedback

PrimeOps and its licensors own the Service — its software, models, algorithms, methods, interfaces, documentation, brand, and everything we develop or improve in providing it. Subject to these Terms and your payment of fees, we grant you a non-exclusive, non-transferable, non-sublicensable right to access and use the Service during your subscription term, for your own internal business purposes. All rights we do not expressly grant are reserved. No implied licenses.

Outputs generated for you from your Customer Data are yours to use for your internal business purposes; the underlying Service, and any general improvements we make, remain ours.

If you send us feedback, ideas, or suggestions, we may use them freely, without restriction or obligation to you. Please do not send us anything you consider confidential as feedback.

Changes to the Service and to these Terms

We may improve, change, or discontinue parts of the Service. If we discontinue a material feature you rely on during a paid term, we will give you reasonable advance notice and, if the change materially reduces the Service's core functionality, you may terminate the affected subscription and receive a pro-rata refund of prepaid, unused fees for it.

We may update these Terms. We will post the updated version with a new effective date and version, and for a material change we will give reasonable advance notice by email or through the Service before it takes effect. Material changes apply to your next renewal, not retroactively to the term you already bought, unless you accept them sooner or the law requires otherwise. If you do not accept a material change, your remedy is to stop using the Service and cancel before it takes effect. We keep prior versions so each recorded acceptance maps to the version accepted.

Suspension

We may suspend your or a User's access — for as short a time and as narrowly as reasonably possible — if we reasonably believe it is necessary to stop a security threat, unlawful activity, or a violation of Section 5, or if fees are materially overdue after we have given notice and a chance to cure. Except in an emergency, we will give notice before suspending and will restore access promptly once the cause is resolved. Suspension does not by itself extend your term or excuse fees for a period during which the Service was otherwise available.

Term, termination, and getting your data back

These Terms start when you accept them and continue while you have an active subscription or account. Each subscription runs for the term in your Order and renews under Section 9.

Either party may terminate for material breach if the breach is not cured within 30 days after written notice describing it. Either party may terminate immediately if the other becomes insolvent, makes an assignment for creditors, or has a bankruptcy proceeding filed against it that is not dismissed within 60 days. You may also stop using the Service and cancel under Section 9 at any time.

What happens to your data. For 30 days after termination or expiration, an authorized administrator may request an export of your Customer Data in a commonly usable format, unless we terminated for your breach of Section 5 in a way that makes providing access unlawful or unsafe. After that period, we may delete or de-identify Customer Data, subject to legal, security, backup, dispute, and accounting requirements, and to backups that expire on their ordinary cycle. Retained copies stay protected and are not used for a business purpose.

Sections that by their nature should survive do survive — including Sections 4 (ownership and restrictions on our use), 5, 7, 11, 12, 16, 17, 18, 19, and 20, and any accrued payment obligations.

Warranties, and what we do not warrant

Each party warrants that it has the authority to enter into these Terms. We warrant that we will provide the Service with reasonable skill and care, and that we will not materially reduce the security safeguards protecting Customer Data during your paid term.

EXCEPT AS EXPRESSLY STATED IN THESE TERMS OR AN ORDER, THE SERVICE AND ALL OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, PRIMEOPS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT IT WILL DETECT EVERY ISSUE, OR THAT ANY ESTIMATE, FINDING, OR RECOMMENDATION WILL BE ACCURATE, COMPLETE, OR ACHIEVE ANY PARTICULAR FINANCIAL RESULT.

Some jurisdictions do not allow certain disclaimers, so parts of this section may not apply to you.

Limits on what either side can owe

NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS, OR LOST OR CORRUPTED DATA, EVEN IF ADVISED THAT SUCH DAMAGES WERE POSSIBLE.

EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED [THE FEES YOU PAID OR OWED FOR THE SERVICE IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM — CONFIRM CAP FORMULA BEFORE PUBLICATION].

These limits do not apply to: your payment obligations; either party's indemnification obligations under Section 18; a party's breach of its confidentiality obligations; your violation of Section 5 (acceptable use) or infringement of our intellectual property; or liability that applicable law does not allow to be limited, including fraud, willful misconduct, or gross negligence.

Each party is responsible for mitigating its own damages. These limits apply in the aggregate across all claims and regardless of the theory of liability.

Indemnification

We defend you against a third-party claim alleging that the Service, as we provided it and as you used it in accordance with these Terms, infringes that third party's United States intellectual-property rights, and we will pay damages finally awarded or amounts we agree in settlement. This does not apply to claims arising from Customer Data, your use in violation of these Terms, combinations with things we did not provide, or modifications we did not make. If the Service becomes, or we believe it may become, subject to such a claim, we may modify it, obtain a right for you to keep using it, or terminate the affected subscription and refund prepaid, unused fees.

You defend us against a third-party claim arising from Customer Data — including a claim that you lacked the rights or permissions to provide it — from your use of outputs in violation of Section 7, or from your or your Users' violation of Section 5 or applicable law, and you will pay damages finally awarded or amounts you agree in settlement.

To get these protections, the party seeking them must promptly notify the other of the claim, give the other sole control of the defense and settlement (except that no settlement may impose an obligation or admission on the indemnified party without its consent, which will not be unreasonably withheld), and provide reasonable cooperation at the indemnifying party's expense.

Resolving disputes: talk first, then arbitration

19.1 Notice and a 30-day conversation

Before starting arbitration, the party with the dispute must send a written notice identifying itself, describing the facts and claims, stating the relief sought, and giving contact information. The parties will then try in good faith to resolve it for 30 days. This does not prevent either party from seeking emergency relief where delay could cause irreparable harm.

19.2 Agreement to arbitrate

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THESE TERMS, AN ORDER, OR THE SERVICE — INCLUDING THEIR FORMATION, BREACH, TERMINATION, ENFORCEMENT, INTERPRETATION, OR VALIDITY — WILL BE RESOLVED BY FINAL AND BINDING ARBITRATION RATHER THAN IN COURT. THE PARTIES UNDERSTAND THAT THEY ARE WAIVING THE RIGHT TO A JUDGE OR JURY TRIAL FOR COVERED DISPUTES.

Arbitration will be administered by the American Arbitration Association under its then-current Commercial Arbitration Rules, before one neutral arbitrator, with Newark, New Jersey as the legal seat. Hearings may be held by secure video conference unless the arbitrator determines otherwise. The arbitrator may award any remedy available under applicable law and will issue a reasoned written award, which may be entered as a judgment in any court with jurisdiction. The Federal Arbitration Act governs this Section 19. The arbitrator decides questions about the scope or enforceability of this arbitration agreement, except that a court decides the enforceability of the waiver in Section 19.4.

19.3 Claims the law keeps out of arbitration

Nothing here requires arbitration of a claim that applicable law does not permit to be subject to a pre-dispute arbitration agreement. In particular, to the extent the federal Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act applies, a person alleging conduct constituting a sexual-assault or sexual-harassment dispute may elect to bring it in court instead. Either party may also bring an individual action in small-claims court where it qualifies.

19.4 Individual proceedings only

EACH PARTY MAY BRING CLAIMS ONLY IN ITS INDIVIDUAL CAPACITY. NO ARBITRATION MAY PROCEED AS A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION UNLESS ALL PARTIES EXPRESSLY AGREE IN WRITING.

If this waiver is finally held unenforceable for a particular claim or remedy, that claim or remedy will be decided by a court after all arbitrable matters are complete.

19.5 Emergency relief and enforcement

Either party may ask a court for temporary or preliminary injunctive relief to protect confidential information, intellectual property, accounts, data, or systems while the merits remain in arbitration, and may ask a court to compel arbitration or enforce an award. For those limited proceedings, the parties consent to the exclusive jurisdiction of the state courts in Essex County, New Jersey, and the United States District Court for the District of New Jersey.

19.6 Costs

AAA filing, administrative, and arbitrator fees are allocated under the AAA Commercial Arbitration Rules unless the arbitrator reallocates them as law or these Terms permit. Each party initially bears its own attorneys' fees unless a statute, an Order, or the award provides otherwise.

Governing law

New Jersey law governs these Terms, without regard to its conflict-of-law rules, except that the Federal Arbitration Act governs Section 19. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Notices

Legal notices to PrimeOps must be in writing and sent to PrimeOps LLC, Attn: Legal Notice, 72 Halsey Street, Newark, New Jersey 07102, with a copy by email to support@getprimeops.ai. We send legal notices to the administrator email on your account, or through the Service. Email notice is effective the next business day after sending unless the sender receives a delivery-failure message; mailed notice is effective on confirmed delivery. Routine operational messages are not legal notices — keep your administrator email current.

General terms

22.1 Entire agreement

These Terms, your Orders, the Privacy Policy, the Acceptable Use Policy, and any DPA are the entire agreement about the Service and supersede prior discussions on that subject. Any purchase-order terms, vendor portal terms, or similar boilerplate you send are of no effect. Order of precedence for a conflict: an Order, then the DPA for personal-data processing, then these Terms, then the Acceptable Use Policy, then the Privacy Policy.

22.2 Publicity

Neither party may use the other's name, logo, or trademarks publicly, or identify the other as a customer or partner, without prior written consent. A signed Order may grant that consent for specified uses.

22.3 Assignment

Neither party may assign these Terms without the other's prior written consent, except to an affiliate or in connection with a merger, reorganization, sale of substantially all assets, or change of control, provided the assignee agrees to be bound. A non-complying assignment is void.

22.4 Independent parties; no third-party beneficiaries

The parties are independent contractors. Nothing here creates a partnership, joint venture, agency, fiduciary, employment, or franchise relationship. There are no third-party beneficiaries.

22.5 Severability; no waiver

If a provision is unenforceable, it is enforced to the maximum extent permitted and the rest remains effective; the specific rule in Section 19.4 controls for that waiver. A failure or delay in exercising a right is not a waiver, and a waiver on one occasion is not a waiver on another.

22.6 Force majeure

Neither party is liable for a delay or failure caused by events beyond its reasonable control — natural disaster, war, terrorism, civil unrest, labor action, epidemic, government action, utility or network failure, or a third-party provider outage. This does not excuse payment obligations for Service actually provided.

22.7 Export and sanctions

You represent that you are not located in, and will not use the Service in, a country or by a person subject to United States embargo or sanctions, and that you will comply with applicable export-control laws.

22.8 Interpretation

Headings are for convenience. "Including" means "including without limitation." These Terms will not be construed against a party merely because that party drafted them.