Terms of Use

By using the Prime Trust Service, you agree to be bound by this Terms of Use Agreement.

Updated July 12th, 2017

Prime Trust, LLC ("Prime Trust", "our", or "we") is a chartered trust company that enables individuals and businesses to hold and manage cash, securities and other assets in a wide variety of account types, including asset protection trusts, as well as other fiduciary services, and various tools and other technology (collectively, the “Services”) through its websites www.PrimeTrust.com and www.collegesavings.us, as well as mobile apps if and when available (the “Site”). By accessing this Site and/or using the Service, you become a user ("User", "you" or "your") and agree to be bound by this Terms of Use Agreement ("Agreement") along with our Privacy Policy and other policies and procedures posted on the Site which are hereby incorporated by reference. Your use of the Site constitutes (and will be treated by us as) acceptance of these terms and conditions set out herein and posted on the Site. Therefore, Users are advised to review the Site for any changes prior to each time you access the Site for any amendments and each use of the Site will constitute your agreement to this Terms of Use.

User agrees that Prime Trust has, by making the Service available to User, provided fair and equitable consideration for entering into this Agreement. This Agreement sets out the legally binding terms of your use of the Service and may be modified by Prime Trust from time to time, with such modifications effective upon posting to the Site, without notice or liability; specifically located by clicking on the link entitled "Terms of Use" found at the bottom of the page www.PrimeTrust.com.

This Agreement sets forth the understanding between the parties and governs your use of the Site and Service, including any and all communications you have with others, and any and all content posted on the Site or provided through the Site, including without limitation all information, writings (including but not limited to company information, details of securities, investor vesting details, email sent to investors and admin’s, transactions, change history, etc.), images, text, photos, video, art, selections of multiple-choice boxes, lists, content, media and materials, all software, code, design, text, scripts, messages, images, photographs, illustrations, audio and video material, media files, artwork, graphic material, articles, databases, proprietary information, writings, spoken statements, music, video recordings, audio-visual works and recordings, slides, portraits, works of authorship, animated and/or motion pictures, interactive features, caricatures, likenesses, profiles, vocal or other sounds, sound recordings, voices, voice reproductions, computer graphics and visual effects, as well as any accompanying documentation, packaging or other materials, tangible or intangible, and all copyrightable or otherwise legally protectable elements of the Service, including, without limitation, the selection, sequence and 'look and feel' and arrangement of items, and all derivative works, translations, adaptations or variations of same, regardless of the medium, broadcast medium, format or form, now known or hereinafter developed or discovered, and regardless of where produced, on location, in a studio or elsewhere, in black-and-white or in colors, alone or in conjunction with other work, characters, real or imaginary, in any part of the world) you publish (hereinafter "publish" or "post") or view on the Service (collectively, the “Content”). You may also receive a copy of this Agreement by contacting us at the address located in the Notices section of this Agreement and requesting our "Terms of Use Agreement".

Account Registration

You may access the Site generally and/or browse generally without registering with the Site or engaging Prime Trust for any Services. In order to access certain features of the Site you must register by opening at leave one Account of some type, such as college savings trust, personal savings trust, IRA, custodial or other type of account (“Account”) and meet certain criteria. You must complete the registration process by providing us with current, complete and accurate information. You are solely responsible for updating any and all pertinent registration information. Failure to do so shall constitute a breach of this Agreement, which may result in immediate termination of your Account. You will also choose a password and a user name. We reserve the right in its sole discretion to refuse registration of or cancel a User’s Account. You are solely responsible for maintaining the confidentiality of your password and account. You agree to notify us immediately in writing of any unauthorized use of your Account or any other breach of security. You will not share your password, let anyone else access your Account, or do anything else that might jeopardize the security of your Account. You will not transfer your Account to anyone without first getting our written permission. User is solely responsible for maintaining the appropriate antivirus software and other protections to prevent cyber-crimes and other identity theft.

Automated & Third-Party Communications

The Service automatically sends out a variety of automated email communications. Some are from Prime Trust directly (e.g. new account welcome email, lost password email, etc) and for which Prime Trust maintains copyright of the content. Furthermore, due to numerous factors, Prime Trust does not guaranty or warranty the deliverability of any email. Email may be delayed for an indeterminate or even indefinite period of time, and may even fail to reach intended recipients for many reasons, including but not limited to equipment failure, spam filters, transmission interruptions, software bugs, routing errors, and SMTP service breakdowns. You understand that when using the Service, you will be exposed to Content from a variety of sources, and that Prime Trust is not responsible for the accuracy, usefulness, truthfulness, safety, validity, forthrightness, completeness, or intellectual property rights of or relating to such Content. You use the Service solely at your own risk, you are solely responsible for the Content that you post on or through any of the Service, and any material or information that you transmit to other users and for your reliance on or use of any Content from any users or third parties. You further understand and acknowledge that you may be exposed to Content that is inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Prime Trust with respect thereto, and agree to indemnify and hold Prime Trust, its owners and operators, affiliates, contractors, partners, and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to your use of the Service. Prime Trust neither endorses nor directly controls user or third party Content delivered or displayed anywhere on the Service, and Prime Trust assumes no duty to monitor or endorse any Content anywhere on the Service, nor does Prime Trust represent or guarantee the truthfulness, accuracy or reliability thereof or that any posting complies with the terms or conditions of this Agreement and you should never rely upon any Content as being true, accurate or reliable and should conduct your own due diligence on any Content before you rely on it in any manner.

You understand, acknowledge and agree that Content originating from any member or third party is the sole responsibility of the individual(s) associated with that account of entity. This means that you, and not us, are entirely responsible for the consequences of all your use of or reliance on Content on the Service. Content, including data provided by third parties, does not reflect the views of Prime Trust. In no event shall Prime Trust or any affiliates have or be construed to have any responsibility or liability for or in connection with any Content whatsoever other than that which is originated and self-published directly by Prime Trust, if any. If we determine, in our sole discretion and judgment, that any Content does or may violate any of the terms of this Agreement, we reserve the right, at any time and without limiting any and all other rights we may have under this Agreement, at law or in equity, to: (a) refuse to allow you to use the Service; (b) remove and delete Content; (c) revoke your ability to use the Service; and/or (d) use any technological, legal, operational or other means available to us to enforce the provisions of this Agreement, including, without limitation, blocking specific IP addresses or suspending or deleting your account on the Service. You retain all of your ownership rights in your Content. In some circumstances, where Content has been published, such Content may never be deleted and will be stored in perpetuity, depending upon applicable regulations and/or internal policies of Prime Trust.

No Investment, Tax or Legal Advice

User acknowledges and agrees that Prime Trust does not provide investment advice or offer for sale any securities. User agrees that no Content on this site constitutes or can be interpreted as either investment advice or a recommendation of securities by Prime Trust. Furthermore, User agrees that the contents of the Site and the Service do not constitute financial, accounting, legal, or tax advice from Prime Trust. You are solely responsible for conducting any legal, accounting, anti-fraud, and/or other due diligence on your account(s) (including but not limited to trusts), investment preferences, investment strategies and the portfolios managed by Prime Trust. You should always obtain independent investment and tax advice from your professional advisers before making any decisions and taking any actions on the Site or with our company. That we may have, either directly or through a third-party, enabled, provided data for, assisted with or performed some basic due diligence does not constitute an endorsement or recommendation, nor a representation about the legitimacy, quality or attractiveness of any deal and is not an endorsement or recommendation of any form by Prime Trust.

Users acknowledge that Prime Trust will perform Know Your Customer (“KYC”) procedures on all customers, as required by applicable regulations and Prime Trust’s internal policies and procedures. User agrees that this is a general requirement and in compliance with regulatory rules and guidance, and in no way creates or is deemed to be any form of recommendation or advice by Prime Trust. Prime Trust may decline to accept any person’s request in anything, at any time, with no requirement for any reason or explanation; the parties agree that such decline(s), if any, shall not constitute an opinion, recommendation or investment, legal or tax advice by Prime Trust.

You understand and agree that Prime Trust may provide its customers different fiduciary and trust services. Depending on the engagement and services, Prime Trust and our personnel may make recommendations and take action for clients that may differ from the advice we may give to you or any action we take on your behalf. In addition, our personnel may take actions for their own accounts based on their own personal situations that differ from the the services we give you or actions we take on your behalf. Users relationship for the different Services offered by Prime Trust is subject to separate engagement agreements for its various Services.

You understand and acknowledge that the investment results you could obtain from investment information and financial insights provided by Prime Trust cannot be guaranteed and that Prime Trust cannot be held responsible. All investments entail a risk of loss and that you may lose money.

Non-Moderated Service

Prime Trust provides the technology and infrastructure for the Service in a manner similar to the way a telephone company provides its technology and infrastructure for its customers. Like them, we do not monitor communications. People may publish any content they want. However, we do set forth standards of behavior. Any user found to be violating these standards may have action taken against them without notice which ranges from deletion of select Content, to being barred from the Service, and even to referrals to regulatory and/or law enforcement authorities. And while Prime Trust does not formally moderate the Service, we may at our discretion review text, photos, images, audio and video, and we may randomly or specifically review Content, including those which are otherwise password protected to or hidden from the general public to check for compliance with the standards stated herein; that Prime Trust may do this, User agrees that this does not in any way form an obligation or expectation that Prime Trust will do this and, as such, User will not place any reliance on Prime Trust to moderate or otherwise keep the Service void of any illegal, illicit, fraudulent, slanderous, libelous, or otherwise objectionable Content. Prime Trust assumes no responsibility for any Content, no obligation to modify or remove any inappropriate Content (unless directed to do so by court order or by competent authorities with jurisdiction in the matter), and no responsibility for the conduct of any user (“user” includes you, and it includes others who are accessing and possibly even contributing Content).

Investment Tools, Content and Model Portfolios

Prime Trust is a technology driven service provider and provides users with certain tools and models for educational purposes on the Site. You agree and understand that your use of Prime Trust is for educational purposes only and is not intended to provide legal, tax or financial planning advice. You agree as a User that you are responsible for your own investment research and investment decisions, that Prime Trust is only one of many tools you may use as part of a comprehensive investment education process, that you should not and will not rely on Prime Trust as the primary basis of your investment decisions (including strategy and preferences) and, except as otherwise provided for herein, Prime Trust will not be liable for decisions/actions you take or authorize third parties to take on your behalf based on information you receive as a User of Prime Trust or information you otherwise see on our website.

Although Prime Trust carefully evaluates potential returns for its managed portfolios based on historic performance, Prime Trust makes no representation regarding the likelihood or probability that any actual or proposed account allocation will in fact achieve a particular investment outcome or goal. Past performance is not a guarantee of future success, and in fact volatility means that returns in any period may be far above or below those of previous period. While certain tools and features are designed to provide helpful guidance on savings, you must carefully consider the appropriateness of opening and maintaining an account with us in light of your own personal financial circumstances, including cash flow needs, liquidity needs, taxes, risk tolerance and/or other complex or subjective concerns. You are strongly advised to consult a financial advisor as well as other professionals such tax and legal to educate yourself about investing in general, as well as the investments and the overall composition of a Prime Trust account and trust services.

Representations and Warranties

As a user of the Service, you understand, represent, covenant, warrant, and agree that;

  1. You as the Account owner or grantor, are over 18 years of age;

  2. Your use of the Service, whether publishing or viewing anything thereon, as well as any communications and/or interactions you have with others, is entirely voluntary; you can stop your use of the Service at any time, and there is nothing forcing you to participate. You are solely responsible for Content you view and/or publish, and for your interactions with others;

  3. You are solely responsible for setting, managing and securing your passwords, and are fully responsible for all activities that occur under your profile name;

  4. If you or anyone else using the Service is in any way damaged by anything arising from your use of the Service, with such damage(s) being financial, psychological, physical, or otherwise you agree to indemnify Prime Trust, as well as all officers, directors, employees, representatives, service providers, partners, and agents, and hold them harmless from any such damage(s);

  5. You agree not to gain unauthorized access to the Service, other users’ accounts, names, personally identifiable information or other computers, websites or pages, connected or linked to the Service or to use the Service in any manner which violates or is inconsistent with the terms and conditions of this Agreement;

  6. You agree not to modify, disrupt, impair, alter or interfere with the use, features, functions, operation or maintenance of the Service or the rights or use and enjoyment of the Service by any other person, firm or enterprise;

  7. You may not use any computerized or automatic mechanism, including without limitation, any web scraper, offline reader, spider or robot, to access, extract, capture, or download any Content from the Service. You agree not to use or launch any automated system that accesses the site in a manner that sends more request messages to Prime Trust servers in a given period of time than a person can reasonably create in the same period by using a conventional on-line web browser. Notwithstanding the foregoing, we allow the operators of public search engines, as well as certain partners and regulatory organizations, permission to use spiders and application programming interfaces (“API’s”) to copy non-password protected Content from the Service for the purposes of creating publicly available, searchable indices of the materials, including caches or archives of such materials, and for traffic metrics;

  8. You will abide by standards of conduct and decency which are in line with the general online community, as well as all laws. Violation of this, in Prime Trust’ sole and absolute discretion, may result in Prime Trust taking appropriate action against you including, without limitation, deleting content, removing your account(s) from the Service, reporting to law enforcement authorities, and other legal actions. User represents and warrants that you will not directly or indirectly engage in any activity nor post any Content that: a) is in any way illegal or unlawful for you to personally view or post according to rules, regulations, and/or laws of your specific geographic local community where you reside and which you are personally responsible for knowing and complying with; b) you do not own the copyright to; c) harasses or advocates harassment of another person; d) is patently offensive and/or promotes racism, bigotry, hatred or physical harm of any kind against any group or individual; e) involves the transmission of “junk mail”, “chain letters,” or unsolicited mass mailing or “spamming”; f) provides access (either directly or via links) to an illegal or unauthorized copy of another person’s copyrighted work, such as computer programs, music, videos, photographs, art, etc; g) providing information to circumvent manufacturer-installed copy-protect devices; h) provides instructional information about activities such as making or buying weapons, violating someone’s privacy, or creating or distributing computer viruses; i) solicits passwords or personally identifying information from others; j) is an adult soliciting a relationship with a minor; k) constitutes, or could be construed as, harmful matter or indecent communications to minors; l) constitutes, or could be construed as, child pornography or the abuse of children; m) constitutes, or could be construed as, being abusive to animals; n) entices or promotes hate or violence against any particular race, nationality, religion, or lifestyle; o) incite or inflame incendiary reactions or behavior in cultures or groups of people or organizations; p) is illegal, threatening, abusive, hateful, defamatory, libelous, slanderous, or injurious to the reputation of any person or entity; q) is either directly or indirectly an unapproved advertisement of any form for commercial purposes; r) constitutes an infringement, misappropriation or violation of any person’s intellectual property rights such as copyrights, trademark rights, rights of publicity, patent rights, personal property rights, privacy rights, or other rights; s) promotes an illegal or unauthorized copy of another person’s copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated music or links to pirated music files and, in any program, file, data stream or other material contains viruses, worms, “Trojan horses” or any other destructive feature, regardless of whether damage is intended or unintended, which may cause damage to any computer equipment, loss or corruption of data or programs, or inconvenience to any person or entity; t) promotes or solicits for any competing business to Prime Trust, or to any Prime Trust linked partner.

We make no representations or warranties with regards to data integrity, availability, archives, security or back-up systems. We strongly encourage you to keep local back-up on your own computer of all your data and information, and to not publicly post any personally identifiable information on the Service. Prime Trust makes absolutely no representations or warranty on data integrity or security of any Content or other information including, but not limited to, photos, text, emails, account settings, IP addresses, email addresses, ACH or credit card information.

Fees and Charges

Prime Trust charges fees for its Services as stated on various web pages on the Service, and as may be negotiated on a case-by-case basis with specific customers. These fees and charges are clearly detailed in our fee schedule and in our agreements and investment policies. Most fees are charged concurrent with the service being performed, though some fees will be charged annually or as otherwise stated. All fees are non-refundable once incurred. We also receive compensation from various partners and other third-parties for displaying advertisements, for revenue share on referrals linked from the Service, and for various other things.

Revenue Sharing / Wholesale Pricing

Prime Trust may share some or all fees and other revenue with select third parties, including investment advisors and other persons when permissible by regulations. Any such revenue sharing arrangements are negotiated on an individual basis between Prime Trust and such entities, and are not uniform or equal amongst all users.

Proprietary and Intellectual Property Rights of Prime Trust

Prime Trust owns and retains all proprietary rights in the Service and in the Content it publishes on its own behalf thereon, including all programming code, user-interface designs, database methodologies, business rules, and systems design. The Service may also contain copyrighted material, trademarks, and other proprietary rights and property of our partners, vendors, and licensors. Except for that Content which is in the public domain or for which you have been given written permission, you may not copy, modify, publish, transmit, distribute, perform, display, replicate, duplicate, or sell any such proprietary information. Furthermore, Prime Trust maintains the right to send you periodic emails, at frequencies determined solely by Prime Trust, which may include advertisements from Prime Trust and from third parties. Prime Trust may utilize unaffiliated third-party service providers to supply various products and services including, but not limited to, hosting services, internet connectivity, data processing, subscription billing, storage of account information, and for the transmission of emails, among other things.

Copyright Policy and DMCA Notice

All images, writings, and content published on the Service, or used in creating the Service, are protected by copyright. You are solely liable for what you publish on the Service. You warrant and represent that you will not post, distribute, duplicate, or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior written consent of the owner of such proprietary rights. Furthermore, by posting any Content, you hereby grant to Prime Trust a non-exclusive, royalty-free, fully paid, perpetual, unrestricted, irrevocable worldwide license to use, reproduce, modify, publish, edit, adapt, create derivative works from, translate, distribute, perform, display and otherwise exploit such Content and all elements thereof alone or as part of other works in any form, media, or technology, whether now known or hereafter developed or discovered, in connection with the Service and Prime Trust’s (and our partners and successor’s) business, including without limitation for promoting and redistributing part or all of the Service (and derivative works thereof) in any media formats and through any media channels, and to license and sub-license such rights through multiple tiers of sub-licenses, all without any notification or obligation to you, nor any compensation or attribution. You also accept that people who view anything you have published can easily themselves make copies of that Content, even if they shouldn’t, and so you hereby release Prime Trust from any expectation or obligation to create, purchase, or deploy technology to prevent such unauthorized copying. And that various search engines, service providers and regulatory entities may access, spider, store on their own servers, index and display part or all of your Content, including derivative works thereof, and without any compensation or attribution.

Notice and Procedure for Making Claims of Copyright Infringement Pursuant to Title 17, United States Code, Section 512(c)(2), all notifications of claimed copyright infringement on the Service should be sent ONLY to our Designated Agent. NOTE: The following information is provided solely for notifying the service providers referenced below that your copyrighted material may have been infringed.

DO NOT SEND ANY INQUIRIES UNRELATED TO COPYRIGHT INFRINGEMENT (E.G. REQUESTS FOR TECHNICAL ASSISTANCE OR CUSTOMER SERVICE, REPORTS OR E-MAIL ABUSE, ETC.) TO THE CONTACT LISTED BELOW. YOU WILL NOT RECEIVE A RESPONSE IF SENT TO THAT CONTACT. WE CAUTION YOU THAT UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE CONTENT IS INFRINGING, YOU MAY BE SUBJECT TO HEAVY CIVIL PENALTIES. THESE INCLUDE MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS FEES INCURRED BY US, BY ANY COPYRIGHT OWNER, OR BY ANY COPYRIGHT OWNER’S LICENSEE THAT IS INJURED AS A RESULT OF OUR RELYING UPON YOUR MISREPRESENTATION. YOU MAY ALSO BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY.

Written notification must be submitted to the following Designated Agent:

Name of Agent Designated to Receive Notification of Claimed Infringement: General Counsel, Prime Trust, LLC, 2300 W. Sahara Avenue, Suite 1170, Las Vegas NY 89102. Telephone Number of Designated Agent: 702-840-4000. E-mail Address of Designated Agent: copyrights@PrimeTrust.com. For clarity, only DMCA notices should go to the Copyright Agent; any other feedback, comments, requests for technical support, and other communications should be directed to the Webmaster at admin@PrimeTrust.com. You acknowledge that if you fail to comply with all of the requirements of this Section 5(D), your DMCA notice may not be valid.

E-mail Address of Designated Agent: copyrights@PrimeTrust.com. For clarity, only DMCA notices should go to the Copyright Agent; any other feedback, comments, requests for technical support, and other communications should be directed to the Webmaster at admin@PrimeTrust.com. You acknowledge that if you fail to comply with all of the requirements of this Section 5(D), your DMCA notice may not be valid.

Under Title 17, United States Code, Section 512(c)(3)(A), the Notification of Claimed Infringement must include the following:

  1. An electronic or physical signature of the owner or of the person authorized to act on behalf of the owner of the copyright interest;

  2. Identification of the copyrighted work (or works) that you claim has been infringed;

  3. A description of the material that you claim is infringing, and the location where the original or an authorized copy of the copyrighted work exists (for example, the URL of the page of the website where it is lawfully posted; the name, edition and pages of a book from which an excerpt was copied, etc.);

  4. A clear description of where the infringing material is located on our website, including as applicable its URL, so that we can locate the material; (5) Your name, address, telephone number, and e-mail address;

  5. A statement that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and

  6. A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

Privacy Policy

Use of the Service is also governed by our Privacy Policy which is hereby incorporated by reference into this Agreement by reference. It may be found by clicking on the link entitled “Privacy Policy” located at the bottom (footer) of the page at www.PrimeTrust.com.

Links to Third-Party Websites

The Service contains links to third party Websites (“Linked Sites”), some of which may be compensating Prime Trust for displaying such links, or for transactions which may occur on their site(s). The Linked Sites are not under the control of Prime Trust and User explicitly agrees that Prime Trust is not responsible for the content on any Linked Site, regardless of whether Prime Trust is compensated or not; including, without limitation, anything published on a Linked Site, any changes or updates to a Linked Site, the products or services offered on a Linked Site, nor even if the Linked Site is working appropriately. The appearance, availability, or your use of Linked Sites does not incur any obligation, responsibility or liability on the part of Prime Trust, its affiliates or any of its or their respective officers, directors, employees, contractors, partners, agents, representatives, licensors, suppliers, and service providers, successors and permitted assigns. You are personally responsible for viewing and abiding by the privacy policies and terms of use agreements posted at any Linked Site you visit. Furthermore, any activity or dealings with third parties (including advertisers) linked to from the Service, and any terms, conditions, warranties or representations associated with such dealings, are solely between you and the third party; Prime Trust shall not be responsible nor liable for any part of any such activity or dealings.

Disclaimer of Liability

Prime Trust is not responsible for any user Content published on the Service, or in connection with the Service, whether by you or by other users, as well as third party service providers. Prime Trust is not responsible for the conduct, whether online or offline, of any member or user of the Service. Prime Trust assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of the Service, Content or any member or other user communications. The Service and/or any features thereof may at any time fail or be subject to computer hacking, copying or phishing (including your IP address), and Prime Trust disclaims any responsibility for such events and makes no representations regarding the security nor the permanence of any data, including back-up’s; you acknowledge this and provide any personal information on the site, even if intended to be private, entirely at your own risk. Prime Trust is not responsible for any problems or technical malfunction of any telephone network or data lines, computer systems, networking equipment, computer servers and related equipment, software, failure of email, or traffic congestion on the Internet or at any web site or combination thereof, which causes or results in injury or damage to User or to any other person. Under no circumstances will Prime Trust be responsible for any loss or damage, including but not limited to personal injury or death, resulting from your use of the Service, any Content posted on the Service or transmitted to or from User, any lack of online or offline security, or any interactions between User and others, whether online or offline. UNLESS OTHERWISE AGREED TO IN A SIGNED WRITING BY THE PARTIES OR TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, THE SERVICE IS PROVIDED “AS-IS” AND PRIME TRUST DISCLAIMS ALL WARRANTIES OR CONDITIONS, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES, CONDITIONS OF MERCHANTABILITY, QUALITY, NON-INFRINGEMENT, AND/OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PRIME TRUST DOES NOT MAKE ANY WARRANTIES WITH RESPECT TO ITS SERVICES. FURTHERMORE, PRIME TRUST IS NOT RESPONSIBLE FOR ANY CONTENT PROVIDED BY ANY ISSUERS OR THIRD PARTIES, NOR FOR ANY THIRD -PARTY SITES THAT CAN BE LINKED TO FROM THE SERVICE. PRIME TRUST DOES NOT GUARANTEE THE PERFORMANCE OF ANY TRUST AND/OR ACCOUNT, OR ANY INVESTMENTS THEREIN, AND IS NOT RESPONSIBLE TO USERS FOR ANY LOSSES OF INCOME OR PRINCIPAL.

FURTHERMORE, PRIME TRUST DOES NOT WARRANT, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, AND, EVEN IF COMPENSATED, WHETHER FOR A FIXED FEE OR VIA CPC, CPM, CPA OR OTHER BASIS, IN NO WAY SHALL PRIME TRUST BE CONSIDERED A PARTY TO OR IN ANY WAY HAVE RESPONSIBILITY TO MONITOR OR WARRANTY ANY TRANSACTION BETWEEN YOU AND ISSUERS OR ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

Special note regarding background checks (including, but not limited to data which we obtain data from third parties regarding OFAC, FINCEN, PATRIOT Act, criminal history, bankruptcy and other data): The data and information contained in our investigations, including but not limited to those regarding issuers, related persons (officers, directors and 20%+ owners), and investors is obtained from numerous regulatory, private and public sources and is thought to be reliable. However, we do NOT make any physical inspections of, nor conduct any interviews with any entity or person or their records or location(s), do not obtain certified or audited records, do not interview any sources, and do not access an exhaustive list of sources (including some which might reasonably have been considered). As such our background checks should only be viewed as reasonable results given the small fee(s) paid to obtain them and may be flawed, inaccurate or incomplete. We encourage you to perform your own, more detailed due diligence and verification’s as you personally or your compliance personnel or professional advisers deem reasonable or necessary. We normally have no access to supporting data, as that is often proprietary to our third-party service providers. This is simply another non-moderated feature of the Service. Prime Trust assumes absolutely no liability for any problems that arise out of any reliance on the background checks feature of the Service. In connection with its Escrow Services, Prime Trust does not perform any independent due diligence on any offering, any issuer of securities, any person associated with an issuer, any person working for an issuer or participating in an offering, or any investor. Furthermore, you agree that Prime Trust is conducting the investigation and only sharing relevant data at its discretion, only for purposes related to the narrow purpose of regulatory checks on persons participating in private offerings, and that Prime Trust is not selling consumer data nor acting as a consumer reporting agency.

Liability Limitations

IN NO EVENT SHALL PRIME TRUST BE LIABLE TO USER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING FROM ANY USE OF THE SERVICE, OR FROM THE PERFORMANCE OR NON-PERFORMANCE OF PRIME TRUST AND/OR ITS AFFILIATES, AGENTS, OR AUTHORIZED REPRESENTATIVES UNDER ANY PROVISION OF THIS AGREEMENT, EVEN IF PRIME TRUST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOR FOR ANY MISTAKES SUCH AS ALLOWING OR DISALLOWING ANY CONTENT. NOR FOR ANY ACTS OR OMISSIONS OF ANY THIRD PARTY, INCLUDING ISSUERS, EVEN IF SUCH PERSON OR BUSINESS WAS REFERRED BY PRIME TRUST. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, THIS SECTION SHALL NOT LIMIT EITHER PARTY’S LIABILITY TO THE OTHER FOR WILLFUL AND MALICIOUS MISCONDUCT OR FULFILLMENT OF ANY INDEMNIFICATION OBLIGATIONS HEREUNDER. YOU ASSUME ALL RISKS IN YOUR USE OF THE SITE AND SERVICE, AND ALL FEATURES THEREOF. THIS INCLUDES, WITHOUT LIMITATION, ANY PRIVACY, IDENTITY, COPYRIGHT, EMOTIONAL, ECONOMIC, AND/OR PHYSICAL DAMAGES THAT MAY YOU INCUR.

You further understand and acknowledge the capacity of the Service, in the aggregate and for each user, is limited and some messages and transmissions may not be processed in a timely fashion or at all, and some services, features or functions may be restricted or delayed or become completely inoperable. As a result, you acknowledge and agree that Prime Trust assumes no liability, responsibility or obligation to transmit, process, store, receive, deliver or secure transactions, data or Content or IP addresses, or for any failure or delay associated with any Content or other information and you are hereby expressly advised not to rely upon the timeliness or performance of the Service for anything.

Term and Termination

This Agreement will remain in full force and effect while you use the Service. You may terminate your use at any time and for any reason. Prime Trust may suspend your account(s) at any time and without reason, with no notice required. Even after this Agreement is terminated, certain provisions will remain in effect where they in any way relate to, and then governed your past use of the Service.

Binding Arbitration, Applicable Law and Venue, Attorneys Fees.

This Agreement is governed by, and will be interpreted and enforced in accordance with the laws of the State of New York, without regard to principles of conflict of laws. Any claim or dispute arising under this Agreement may only be brought in arbitration. Arbitration with Prime Trust, LLC shall be pursuant to the rules of the American Arbitration Association. In all cases it is agreed that venue shall be in the city of New York in the state of New York. Each of User and Prime Trust consents to this method of dispute resolution, as well as jurisdiction, and consents to this being a convenient forum for any such claim or dispute and waives any right it may have to object to either the method or jurisdiction for such claim or dispute. In the event of any dispute among the parties, the prevailing party shall be entitled to recover damages plus reasonable attorney’s fees, and the decision of the arbitrator shall be final, binding and enforceable in any court.

Indemnity

You agree to indemnify and hold Prime Trust, its subsidiaries, directors, employees, service providers, advertisers, affiliates, officers, agents, and partners harmless from any loss, liability, claim, or demand, including reasonable attorney’s fees, made by any third -party due to or arising out of your use of the Service in violation of this Agreement and/or arising from a breach of any provision in this Agreement. This defense and indemnification obligation will survive termination of this Agreement and your use of the Service. Prime Trust reserves the right to assume, at its sole expense, the exclusive defense and control of any such claim or action and all negotiations for settlement or compromise, and you agree to fully cooperate with Prime Trust in the defense of any such claim, action, settlement or compromise negotiations, as requested by Prime Trust.

Assignment

This Agreement, along with any and all rights and licenses granted herein, may be transferred or assigned by Prime Trust at any time, without notice or restriction.

Entire Agreement, Severability, Third Party Beneficiaries and Force Majeure

This Agreement, accepted upon use of the Service, contains the entire agreement between User and Prime Trust regarding the Service. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect. Furthermore, no party shall be responsible for any failure to perform due to unforeseen circumstances.

The failure of Prime Trust to enforce any right or provision of these Terms of Use will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Prime Trust. These Terms of Use and other referenced materials are the entire agreement between you and Prime Trust with respect to the Service, and supersede all prior or contemporaneous communication and proposals (whether oral, written or electronic) between you and Portal with respect to the Service and govern the future relationship. Except as expressly set forth in these Terms of Use, the exercise by either party of any of its remedies under these Terms of Use will be without prejudice to its other remedies under these Terms of Use or otherwise. If for any reason a court or arbitral, as applicable, of competent jurisdiction finds any provision of these Terms of Use invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms of Use will remain in full force and effect and enforceable. You further agree to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of such void or unenforceable provision. Our affiliates, officers, directors and members shall be deemed third party beneficiaries to these Terms of Use. These Terms of Use supersede any other Terms of Use prior to the date hereof.

Changes

Prime Trust has the right, at its sole discretion, and without necessity of notice, to modify either this Agreement and/or the Service at any time. Changes to this Agreement will be posted and accessible via the “Terms of Use” link at the bottom (footer) of www.PrimeTrust.com so that you may review it. You hereby agree to frequently review this Terms of Use Agreement soas to stay informed of the most current terms then in effect which govern your use of the Service. If any portion of this Agreement or any change to any feature of the Service is unacceptable to you then you should immediately discontinue your use of the Service; continued use of the Service means that you have accepted and are bound by this Agreement and any changes made hereto.

Notices

Any notices to Prime Trust, LLC are to be sent to 2300 W. Sahara Avenue, Suite 1170, Las Vegas, NV 89102. Any notices to User will be sent to the email address provided to us in your account on the Service.

Language

It is expressly agreed that it is the will of both Prime Trust and User that this Agreement, as well as the Privacy Policy and all other policies, agreements, and notices contained on the Service, have been drawn up in English.

Electronic Signatures in Global and National Commerce Act/Uniform Electronic Transactions Act

The Federal Electronic Signatures in Global and National Commerce Act (“ESIGN”) and similar state laws, particularly the Uniform Electronic Transactions Act (“UETA”), authorize the creation of legally binding and enforceable agreements utilizing electronic records and signatures. ESIGN and UETA require businesses that want to use electronic records or signatures in consumer transactions to obtain the consumer’s consent to receive information electronically. When an Issuer or potential Investor registers on the platform, we obtain his or her consent to transact business electronically and maintain electronic records in compliance with ESIGN and UETA requirements. Your use of electronic signatures to sign documents legally binds you in the same manner as if you had manually signed such documents. The use of electronic versions of documents fully satisfies any requirement that such documents be provided to you in writing. If you sign electronically, you represent that you have the ability to access and retain a record of such documents. You agree that you are responsible for understanding these documents and agree to conduct business by electronic means. You are obligated to review the Site periodically for changes and modifications and agree not to contest the admissibility or enforceability the Site's electronically stored copy of this Agreement in any proceeding arising out of this Agreement.

Please contact us with any questions regarding this agreement by sending your query to the address in the section entitled “Notices” above.


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