Terms and Conditions
Enterprise Terms and Conditions
PLEASE READ THESE PRIMER ENTERPRISE TERMS AND CONDITIONS(THE “TERMS”) CAREFULLY BEFORE USING THE SERVICES OFFERED BY PRIMERTECHNOLOGIES, INC. (“PRIMER”). BY MUTUALLY EXECUTING ONE OR MORE ORDER FORMSWITH PRIMER WHICH REFERENCE THESE TERMS (EACH, AN “ORDER FORM”), YOU(“CUSTOMER”) AGREE TO BE BOUND BY THESE TERMS (TOGETHER WITH ALL ORDER FORMS,THE “AGREEMENT”) TO THE EXCLUSION OF ALL OTHER TERMS. IN ADDITION, ANY ONLINEORDER FORM WHICH YOU SUBMIT VIA PRIMER’S STANDARD ONLINE PROCESS (INCLUDING,WITHOUT LIMITATION, IN CONNECTION WITH ANY FREE TRIAL (AS DEFINED BELOW)) ANDWHICH IS ACCEPTED BY PRIMER SHALL BE DEEMED TO BE MUTUALLY EXECUTED. IF THETERMS OF THIS AGREEMENT ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLYLIMITED TO SUCH TERMS. AS EXPRESSLY SET FORTH IN SECTIONS 2 AND 18 BELOW, PARTSOF THIS AGREEMENT MAY NOT APPLY TO A PARTICULAR CUSTOMER.
1. Order Forms; Access to the Service
Upon mutual execution, each Order Form shall be incorporatedinto and form a part of the Agreement. For each Order Form, subject toCustomer’s compliance with the terms and conditions of this Agreement(including any limitations and restrictions set forth on the applicable OrderForm) Primer grants Customer a nonexclusive, limited, personal,nonsublicensable, nontransferable right and license to internally access anduse the services specified in such Order Form (collectively, the “Service,” or“Services”) during the applicable Order Form Term (as defined below) for theinternal business purposes of Customer, only as provided herein and only inaccordance with Primer’s applicable official user documentation for suchService (the “Documentation”). In the event of any conflict between thisAgreement and an Order Form, the Order Form shall control but only with respectto the particular Services purchased through such Order Form.
With respect to Customer’s use of the Primer Engines service(the “Engines Service”), subject to Customer’s compliance with the terms andconditions of this Agreement, Primer grants Customer a nonexclusive, limited,personal, nonsublicensable, nontransferable right and license to use Primer’sEngines Service during the applicable Order Form Term (as defined below) forthe sole purpose of allowing Customer to build software applications, theprimary value of which is not the Engines Service or any part thereof, (each an“App”) that communicate with the Engines Service. For clarity, users ofCustomer’s App(s) are not permitted to directly access the Engines Service, andfurther, Primer is not and shall not be liable to any such users in connectionwith the Engines Service. Customer shall enter into an agreement with each userof Customer’s App(s) that is no less protective of Primer and the EnginesService than the provisions set forth herein (including without limitation, therestrictions set forth in Section 8).
With respect to Customer’s use of the Engines Service or thePrimer Automate service (the “Automate Service”), subject to Customer’scompliance with the terms and conditions of this Agreement, Primer grantsCustomer a perpetual, royalty free, worldwide right and license to access anduse the outputs generated and provided to Customer from such Services (the“Outputs”), provided that Primer shall have no obligation under this Agreementor otherwise to provide any Service, or Updates thereto, after the applicableOrder Form Term.
2. Free Trial
Primer may make the Service available to Customer on a trialbasis free of charge (“Free Trial”), which will commence upon the date ofdownload or Customer’s first use of the Service, as applicable, and shallcontinue for the trial period specified on the applicable Order Form or, if notspecified thereon, otherwise communicated to the Customer in writing (email tosuffice) (each, a “Trial Period”). Customer may use the Free Trial for internalevaluation purposes only and may not use it in a commercial, production and/orlive environment. If Customer provides any data in connection with a Free Trial(including, without limitation, any personally identifiable information),Primer shall have no obligations with respect to such data, and Primerexpressly disclaims any liability with respect to such data, which includes,but is not limited to, liability arising from any data security or applicableprivacy laws. Notwithstanding anything to the contrary in this Agreement, (i)the Service under the Free Trial is provided “AS-IS,” without warranty of anykind, (ii) Primer shall not have any obligation to provide any support for theService (including, without limitation, pursuant to Section 4 (Support; ServiceLevels)), and (iii) Primer shall have no obligations under Section 13(Indemnification) or liability of any kind with respect to the Service for theFree Trial (unless such exclusion of liability is not enforceable underapplicable law, in which case Primer’s liability with respect to the Serviceprovided during the Free Trial shall not exceed $100.00). Customer shall befully liable under this Agreement to Primer for any damages arising out ofCustomer’s use of the Service under the Free Trial, any breach by Customer ofthis Agreement and any of Customer’s indemnification obligations hereunder. Inthe event of a conflict between this Section 2 and any other portion of thisAgreement, this Section 2 shall control. Either party may terminate theapplicable Order Form without cause during the Trial Period immediately uponnotice to the other party.
3. Implementation
In the event that Customer requires any standard or customimplementation assistance or services to be performed by Primer in connectionwith the Service, a description of such assistance or services (“ImplementationAssistance”) and the fees for such Implementation Services shall be set forthon such Order Form, and Primer shall use reasonable commercial efforts toprovide such Implementation Assistance. If Primer provides ImplementationAssistance in excess of any agreed-upon hours estimate, or if Primer otherwiseprovides additional services beyond those agreed in an Order Form, Customerwill pay Primer at its then-current hourly rates for consultation.
4. Support; Service Levels
Subject to Customer’s payment of all applicable fees, Primerwill use commercially reasonable efforts to provide support and uptime for eachService in accordance with Primer’s support and uptime standards.
5. Service Updates
From time to time, Primer may provide upgrades, patches,enhancements, or fixes for the Services to its customers generally withoutadditional charge (“Updates”), and such Updates will become part of theServices and subject to this Agreement; provided that Primer shall have noobligation under this Agreement or otherwise to provide any such Updates.Customer understands that Primer may cease supporting old versions or releasesof the Services at any time in its sole discretion; provided that Primer shalluse commercially reasonable efforts to give Customer sixty (60) days priornotice of any major changes.
6. Ownership; Restrictions; Feedback
As between the parties, Primer retains all right, title, andinterest in and to the Services and all other artificial intelligence ormachine learning algorithms or models embodied therein, and all other software,products, works, and other intellectual property and moral rights relatedthereto or created, used, or provided by Primer for the purposes of thisAgreement, including any copies and derivative works of the foregoing (the“Primer IP”). Any software which is distributed or otherwise provided to Customerhereunder (including without limitation any software identified on an OrderForm) shall be deemed a part of the “Services” and subject to all of the termsand conditions of this Agreement. No rights or licenses are granted except asexpressly and unambiguously set forth in this Agreement. Customer may from timeto time provide suggestions, comments or other feedback to Primer with respectto the Service (“Feedback”). Feedback, even if designated as confidential byCustomer, shall not create any confidentiality obligation for Primernotwithstanding anything else. Customer shall, and hereby does, grant to Primera nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable,royalty-free, fully paid up license to use and exploit the Feedback for anypurpose. Nothing in this Agreement will impair Primer’s right to develop,acquire, license, market, promote or distribute products, software ortechnologies that perform the same or similar functions as, or otherwisecompete with any products, software or technologies that Customer may develop,produce, market, or distribute.
Without limiting any of the foregoing, with respect toCustomer’s use of the Automate Service, Primer agrees to provide to Customerthe machine learning models that have been trained using model training dataprovided by Customer in the course of Customer’s use of the Automate Service(the “Customer Models”) in the standard Primer Automate Service form andformat. Primer hereby grants to Customer a nonexclusive, worldwide,nontransferable, royalty-free license to any Primer IP embodied in the CustomerModels solely to the extent necessary in order for the Customer to use theCustomer Models.
7. Fees; Payment
Customer shall pay Primer fees for the Service as set forthin each Order Form (“Fees”). Unless otherwise specified in an Order Form, allFees shall be invoiced annually in advance and all invoices issued under thisAgreement are payable in U.S. dollars within thirty (30) days from date ofinvoice. Past due invoices are subject to interest on any outstanding balanceof the lesser of 1.5% per month or the maximum amount permitted by law.Customer shall be responsible for all taxes associated with Service (excludingtaxes based on Primer’s net income). All Fees paid are non-refundable and arenot subject to set-off. If Customer exceeds any user or usage limitations setforth on an Order Form, then (i) Primer shall invoice Customer for suchadditional users or usage at the overage rates set forth on the Order Form (orif no overage rates are set forth on the Order Form, at Primer’s then-currentstandard overage rates for such usage), in each case on a pro-rata basis fromthe first date of such excess usage through the end of the Order Form InitialTerm or then-current Order Form Renewal Term (as applicable), and (ii) if suchOrder Form Term renews (in accordance with the section entitled “Term;Termination,” below, such renewal shall include the additional fees for suchexcess users and usage.
8. Restrictions
Except as expressly set forth in this Agreement, Customershall not (and shall not permit any third party to), directly or indirectly:(i) reverse engineer, decompile, disassemble, or otherwise attempt to discoverthe source code, object code, or underlying structure, ideas, or algorithms ofthe Service (except to the extent applicable laws specifically prohibit suchrestriction); (ii) modify, translate, or create derivative works based on theService; (iii) copy, rent, lease, distribute, pledge, assign, or otherwisetransfer or encumber rights to the Service; (iv) use the Service for thebenefit of a third party; (v) remove or otherwise alter any proprietary noticesor labels from the Service or any portion thereof; (vi) clone the Service oruse the Service or Outputs to build an application programming interface,application or product that is competitive with any Primer product or service(including, without limitation, using the Service or Outputs for the purpose ofdeveloping or training any machine learning models or natural languageprocessing algorithms); (vii) interfere or attempt to interfere with the properworking of the Service or any activities conducted on the Service; or (viii)bypass any measures Primer may use to prevent or restrict access to the Service(or other accounts, computer systems or networks connected to the Service);(ix) “crawl,” “scrape,” or “spider” any page, data, or portion of or relatingto the Service (or any information, data or content made available through theService ), whether through use of manual or automated means, or (x) use theService in a manner that violates applicable laws or regulations. Customer isresponsible for all of Customer’s activity in connection with the Service,including but not limited to uploading Customer Data (as defined below) ontothe Service. Customer (i) shall use the Service in compliance with allapplicable local, state, national and foreign laws, treaties and regulations inconnection with Customer’s use of the Service (including those related to dataprivacy, international communications, export laws and the transmission oftechnical or personal data laws), and (ii) shall not use the Service in amanner that violates any third party intellectual property, contractual orother proprietary rights.
9. Customer Data
For purposes of this Agreement, “Customer Data” shall meanany data, information or other material provided, uploaded, or submitted byCustomer to the Service in the course of using the Service. Customer shallretain all right, title and interest in and to the Customer Data, including allintellectual property rights therein. Customer, not Primer, shall have soleresponsibility for the accuracy, quality, integrity, legality, reliability,appropriateness, and intellectual property ownership or right to use of allCustomer Data. Customer represents and warrants that it has all rights andconsents necessary to use and provide the Customer Data to Primer ascontemplated hereunder, in each case without any infringement, violation ormisappropriation of any third party rights (including, without limitation,intellectual property rights and rights of privacy). Customer agrees that itshall not provide any information to Primer that is considered (i) “personalhealth information,” as defined under the Health Insurance Portability andAccountability Act, unless Customer has entered into a separate agreement withPrimer relating to the processing of such data; (ii) government issuedidentification numbers, including Social Security numbers, drivers’ licensenumbers or other state-issued identification numbers; (iii) financial accountinformation, including bank account numbers; (iv) payment card data, includingcredit card or debit card numbers; or (v) “sensitive” personal data, as definedunder the European Union’s General Data Protection Regulation or any otherapplicable data privacy law, including racial or ethnic origin, politicalopinions, religious beliefs, trade union membership, physical or mental healthor condition, sexual life or the commission or alleged commission any crime oroffense. Primer shall use commercially reasonable efforts to maintain thesecurity and integrity of the Service and the Customer Data. Primer is notresponsible to Customer for unauthorized access to Customer Data or theunauthorized use of the Service unless such access is due to Primer’s grossnegligence or willful misconduct. Customer is responsible for the use of theService by any person to whom Customer has given access to the Service, even ifCustomer did not authorize such use. Customer agrees and acknowledges thatCustomer Data may be irretrievably deleted if Customer’s account is ninety (90)days or more delinquent. Notwithstanding anything to the contrary, Customeracknowledges and agrees that Primer may (i) internally use and modify (but notdisclose) Customer Data for the purposes of (A) providing the Service toCustomer, (B) testing, improving and operating Primer’s products and services,and (C) generating Aggregated Anonymous Data (as defined below), and (ii)freely retain, use and make available Aggregated Anonymous Data for Primer’sbusiness purposes (including without limitation, for purposes of improving,testing, operating, promoting and marketing Primer’s products and services).“Aggregated Anonymous Data” means data submitted to, collected by, or generatedby Primer in connection with Customer’s use of the Service, but only inaggregate, anonymized form which can in no way be linked specifically toCustomer.
10. Processing of Personal Information
In the event and to the extent that Customer is a controlleror processor of Personal Data (as defined in the DPA) that is subject tocertain Data Protection Laws (as defined in the DPA) and Customer wishes toexecute a EU Data Processing Addendum (the “DPA”), Customer may do so bysubmitting a request to gdpr@primer.ai. Promptly upon Primer’s receipt ofCustomer’s requests, Primer will send Customer a DPA for execution. To theextent that the Customer Data includes any personal data, (i) Primer will process,retain, use, and disclose such personal data only as necessary to provide theServices hereunder, which constitutes a business purpose, (ii) Primer agreesnot to sell such personal data, to retain, use, or disclose such personal datafor any commercial purpose other than providing the Services, or to retain,use, or disclose such personal data outside of the scope of this Agreement.Primer understands its obligations under applicable data protection laws andwill comply with them.
11. Data Security
Primer will follow industry standards to safeguard andmaintain the integrity of Customer Data, utilizing commercially reasonablesecurity and backup procedures. If Primer becomes aware that any Customer Dataheld by Primer accessed by a third party without authorization or otherwiseillegally hacked (a “Breach”), Primer will, to the extent legally permitted,notify Customer as soon as reasonably practical and will reasonably cooperatewith Customer to remediate the unauthorized access. Primer shall not be liablefor any Breach provided that Primer has operated in compliance with thisSection 11.
12. Term; Termination
This Agreement shall commence upon the effective date setforth in the first Order Form, and, unless earlier terminated in accordanceherewith, shall last until the expiration of all Order Form Terms. For eachOrder Form, the “Order Form Term” shall begin as of the effective date of suchOrder Form, and unless earlier terminated as set forth herein, shall continuefor the initial term specified on the Order Form (the “Initial Order FormTerm”), and following the Initial Order Form Term, shall automatically renewfor additional successive periods of equal duration to the Initial Order FormTerm (each, a “Renewal Order Form Term”) unless either party notifies the otherparty of such party’s intention not to renew no later than sixty (60) daysprior to the expiration of the Initial Order Form Term or then-current RenewalOrder Form Term, as applicable.
In the event of a breach of this Agreement by either party,the non-breaching party may terminate this Agreement if the breaching partyfails to remedy such breach within sixty (60) days of receipt of such notice.
Without limiting the foregoing, Primer may suspend or limitCustomer’s and Customer affiliates’ access to or use of the Service ifCustomer’s use of the Service results in (or is reasonably likely to result in)damage to or material degradation of the Service which interferes with Primer’sability to provide access to the Service to other customers; provided that: (a)Primer shall use reasonable good faith efforts to work with Customer to resolveor mitigate the damage or degradation in order to resolve the issue withoutresorting to suspension or limitation; (b) prior to any such suspension orlimitation, Primer shall provide prompt written notice to Customer describingthe nature of the damage or degradation; and (c) Primer shall reinstateCustomer’s and Customer affiliates’ use of or access to the Service, asapplicable, if Customer remediates the issue within thirty (30) days of receiptof such notice. All provisions of this Agreement which by their nature shouldsurvive termination shall survive termination, including, without limitation,accrued payment obligations, ownership provisions, warranty disclaimers,indemnity and limitations of liability.
13. Indemnification
Each party (“Indemnitor”) shall defend, indemnify, and holdharmless the other party, its affiliates and each of its and its affiliates’employees, contractors, directors, suppliers and representatives (collectively,the “Indemnitee”) from all liabilities, claims, and expenses paid or payable toan unaffiliated third party (including reasonable attorneys’ fees) (“Losses”),that arise from or relate to any claim that (i) the Customer Data or Customer’suse of the Service (in the case of Customer as Indemnitor), or (ii) the Service(in the case of Primer as Indemnitor), infringes, violates, or misappropriatesany third party intellectual property or proprietary right. Each Indemnitor’sindemnification obligations hereunder shall be conditioned upon the Indemniteeproviding the Indemnitor with: (i) prompt written notice of any claim (providedthat a failure to provide such notice shall only relieve the Indemnitor of itsindemnity obligations if the Indemnitor is materially prejudiced by suchfailure); (ii) the option to assume sole control over the defense andsettlement of any claim (provided that the Indemnitee may participate in suchdefense and settlement at its own expense); and (iii) reasonable informationand assistance in connection with such defense and settlement (at theIndemnitor’s expense). The foregoing obligations of Primer do not apply withrespect to the Service or any information, technology, materials or data (orany portions or components of the foregoing) to the extent (i) not created or providedby Primer (including without limitation any Customer Data), (ii) made in wholeor in part in accordance to Customer specifications, (iii) modified afterdelivery by Primer, (iv) combined with other products, processes or materialsnot provided by Primer (where the alleged Losses arise from or relate to suchcombination), (v) where Customer continues allegedly infringing activity afterbeing notified thereof or after being informed of modifications that would haveavoided the alleged infringement, or (vi) Customer’s use of the Service is notstrictly in accordance herewith.
14. Disclaimer
EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICE ISPROVIDED “AS IS” AND “AS AVAILABLE” AND ARE WITHOUT WARRANTY OF ANY KIND,EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OFTITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE,AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE, USAGE OF TRADE, ORCOURSE OF DEALING, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.
15. Limitation of Liability
EXCEPT FOR THE PARTIES’ INDEMNIFICATION OBLIGATIONS, IN NOEVENT SHALL EITHER PARTY, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS,SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICTLIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TOTHE SUBJECT MATTER OF THIS AGREEMENT (I) FOR ANY LOST PROFITS, DATA LOSS, COSTOF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT,INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTEGOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES,OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECTDAMAGES IN EXCESS OF (IN THE AGGREGATE) THE FEES PAID (OR PAYABLE) BY CUSTOMERTO PRIMER HEREUNDER IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TOA CLAIM HEREUNDER.
16. Third Party Materials
Customer acknowledges and agrees that: (i) the Service mayincorporate certain information, data and materials received from Primer’sthird party licensors and data vendors and/or operate on, with or usingapplication programming interfaces (APIs) and/or other services operated orprovided by third parties (“Third Party Integrations”); (ii) Third PartyIntegrations provided directly through Primer may only be used in conjunctionwith the Service; and (iii) Customer’s use of the Third Party Integrations shallbe subject to (and Customer agrees it is bound by) any additional terms andconditions applicable to use of such Third Party Integrations, as they may beprovided and/or modified from time to time by Primer and/or its third partylicensors and data vendors. Primer cannot and does not guarantee that theService shall incorporate (or continue to incorporate) any particular ThirdParty Integrations and does not make any representations or warranties withrespect to Third Party Integrations. Primer is not responsible for theoperation of any Third Party Integrations nor the availability or operation ofthe Service to the extent such availability and operation is dependent on ThirdParty Integrations.
17. Miscellaneous
This Agreement represents the entire agreement betweenCustomer and Primer with respect to the subject matter hereof, and supersedesall prior or contemporaneous communications and proposals (whether oral,written or electronic) between Customer and Primer with respect thereto. TheAgreement shall be governed by and construed in accordance with the laws of theState of California, excluding its conflicts of law rules, and the partiesconsent to exclusive jurisdiction and venue in the state and federal courtslocated in San Francisco, California. All notices under this Agreement shall bein writing and shall be deemed to have been duly given when received, ifpersonally delivered or sent by certified or registered mail, return receiptrequested; when receipt is electronically confirmed, if transmitted byfacsimile or e-mail; or the day after it is sent, if sent for next day deliveryby recognized overnight delivery service. Notices must be sent to the contactsfor each party set forth on the Order Form. Either party may update its addressset forth above by giving notice in accordance with this section. Except asotherwise provided herein, any provision of this Agreement may be amended orwaived only by a writing executed by both parties. Except for payment obligations,neither party shall be liable for any failure to perform its obligationshereunder where such failure results from any cause beyond such party’sreasonable control, including, without limitation, the elements; fire; flood;severe weather; earthquake; vandalism; accidents; sabotage; power failure;denial of service attacks or similar attacks; Internet failure; acts of God andthe public enemy; acts of war; acts of terrorism; riots; civil or publicdisturbances; strikes lock-outs or labor disruptions; any laws, orders, rules,regulations, acts or restraints of any government or governmental body orauthority, civil or military, including the orders and judgments of courts.Neither party may assign any of its rights or obligations hereunder without theother party’s consent; provided that (i) either party may assign all of itsrights and obligations hereunder without such consent to asuccessor-in-interest in connection with a sale of substantially all of suchparty’s business relating to this Agreement, and (ii) Primer may utilizesubcontractors in the performance of its obligations hereunder. No agency,partnership, joint venture, or employment relationship is created as a resultof this Agreement and neither party has any authority of any kind to bind theother in any respect. In any action or proceeding to enforce rights under thisAgreement, the prevailing party shall be entitled to recover costs andattorneys’ fees. If any provision of this Agreement is held to be unenforceablefor any reason, such provision shall be reformed only to the extent necessaryto make it enforceable. The failure of either party to act with respect to abreach of this Agreement by the other party shall not constitute a waiver andshall not limit such party’s rights with respect to such breach or anysubsequent breaches.
Special Terms Applicable to U.S. Federal GovernmentCustomers
Where the Customer is a U.S. Government agency, thefollowing terms apply:
The Service and Documentation are sold to the U.S.Government as “commercial items,” as that term is defined in 48 C.F.R. 2.101,consisting of “Commercial Computer Software” and “Commercial Computer SoftwareDocumentation,” as those terms are used in 48 C.F.R. 12.212 or 48 C.F.R.227.7202. Consistent with 48 C.F.R. 12.212 for civilian agencies or 48 C.F.R.227.7202-1 through 227.7202-4 for Department of Defense agencies, theCommercial Computer Software and Commercial Computer Software Documentation arelicensed to U.S. Government end users (i) only as Commercial Items and (ii)with only those rights as are granted to all other end users pursuant to theterms and conditions herein, as provided in FAR 12.212, and DFARS227.7202-1(a), 227.7202-3(a), 227.7202-4.
“Order Form” as that term is used in this Agreement includesany prime contract between the U.S. Government and Primer Technologies, Inc. orPrimer Federal, Inc.
Where the Customer is a U.S. Government agency, thefollowing sections are modified as follows:
9. Customer Data, is amended to provide that Primer’s rightto delete Customer Data upon Customer’s account becoming delinquent shall begoverned by the Contract Disputes Act (41 U.S.C. §§ 7101 to 7109);
12. Term; Termination, is amended to provide that Primer’sright to terminate this Agreement unilaterally in the event of breach byCustomer shall be subject to the Contract Disputes Act (41 U.S.C. §§ 7101 to7109);
13. Indemnification is deleted in its entirety;
17. Miscellaneous, is amended to provide that governing law,venue, and jurisdiction shall be governed by the Contract Disputes Act (41U.S.C. §§ 7101 to 7109), and each Party’s right to recover costs and fees aresubject to Prompt Payment Act or Equal Access to Justice Act.