1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("you" or "User") and Primordia Co., a Delaware corporation ("Primordia," "we," "us," or "our"). These Terms govern your access to and use of the Primordia platform, including our website at primordia.ai, web application, APIs, AI agents, and all related services (collectively, the "Service").

By creating an account, accessing, or using the Service, you agree to be bound by these Terms and our Privacy Policy. If you are using the Service on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms, and "you" refers to both you individually and such organization.

If you do not agree to these Terms, do not access or use the Service.

2. Description of Service

Primordia is an AI-powered investment research and analysis platform that provides tools for:

• Automated research gathering and synthesis

• Financial modeling and valuation analysis

• Probabilistic case analysis and scenario modeling

• Investment memo and case drafting

• Document upload, processing, and analysis

• AI copilot for research assistance

• Company screening and discovery

• Collaborative workspaces for research teams

The Service uses artificial intelligence, including third-party large language models, to generate analyses, reports, and recommendations based on user inputs, uploaded documents, and publicly available data.

3. Eligibility

You must be at least 18 years of age to use the Service. By using the Service, you represent and warrant that you are at least 18 years old and have the legal capacity to enter into these Terms. If you do not meet these requirements, you must not access or use the Service.

4. Account Registration and Security

4.1 Account Creation

To access the Service, you must create an account by providing a valid email address and password. You may also provide a display name. You agree to provide accurate, current, and complete information during registration and to update such information as necessary.

4.2 Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to:

• Create a strong password meeting our minimum requirements

• Not share your account credentials with any other person

• Notify us immediately at info@primordia.ai if you suspect any unauthorized access to your account

We are not liable for any loss or damage arising from your failure to protect your account credentials.

4.3 Account Termination by You

You may delete your account at any time through your account settings or by contacting us at info@primordia.ai. Upon deletion, your access to the Service will be terminated, subject to Section 14 below.

5. Organizations and Collaboration

5.1 Creating an Organization

You may create an organization within the Service and invite other users to join. As the creator or administrator of an organization, you are responsible for managing membership, assigning roles, and overseeing the use of the Service within your organization.

5.2 Roles and Permissions

Organizations support role-based access (e.g., Admin, Editor, Viewer). Administrators are responsible for ensuring that all members of their organization comply with these Terms.

5.3 Shared Content

Content created within an organization (including projects, documents, and AI-generated outputs) may be accessible to other members of that organization based on their assigned permissions. You acknowledge that sharing content within an organization grants other members access to that content in accordance with their roles.

6. Subscription Plans and Payment

6.1 Plans, Pricing, and Usage Limits

The Service may be offered under various subscription plans, including free and paid tiers. The features, usage quotas, storage limits, and compute capacity available to you depend on your subscription plan. Primordia reserves the right to establish, modify, and enforce usage limits at any time. Pricing and plan details are available on our website and are subject to change upon reasonable notice.

6.2 Payment Processing

All payments are processed by Stripe, Inc. By subscribing to a paid plan, you agree to Stripe's terms of service. You authorize us to charge the payment method you provide through Stripe for all applicable fees.

6.3 Billing and Automatic Renewal

Paid subscriptions are billed on a recurring basis (monthly or annually, depending on your selected plan) at the start of each billing period. Your subscription will automatically renew at the end of each billing period at the then-current rate unless you cancel prior to the renewal date. You are responsible for all fees associated with your subscription.

6.4 Cancellation and Refunds

You may cancel your subscription at any time through the Stripe billing portal (accessible from your account settings) or by contacting us at info@primordia.ai. Cancellation takes effect immediately and your organization will be downgraded to the free tier. Unless otherwise stated at the time of purchase, you will receive a prorated refund for the unused portion of your current billing period, credited to your original payment method via Stripe. Primordia reserves the right to modify its refund policy with reasonable notice.

6.5 Price Changes

We reserve the right to modify our pricing at any time. If we change the pricing for your subscription plan, we will provide you with at least 30 days' prior notice. The new pricing will take effect at the start of your next billing period following the notice.

7. User Content

7.1 Your Content

"User Content" means any data, text, documents, files, research inputs, chat messages, and other materials that you upload, submit, or otherwise provide to the Service. You retain all ownership rights in your User Content.

7.2 License to Primordia

By submitting User Content to the Service, you grant Primordia a non-exclusive, worldwide, royalty-free license to use, process, store, reproduce, and transmit your User Content solely as necessary to operate, maintain, and provide the Service to you. This includes transmitting your User Content to third-party AI model providers for processing. This license terminates when you delete your User Content or your account, except to the extent that retention is required for backup, legal, or regulatory purposes.

7.3 Responsibility for User Content

You are solely responsible for your User Content. You represent and warrant that:

• You own or have the necessary rights and permissions to submit your User Content

• Your User Content does not infringe upon the intellectual property rights, privacy rights, or any other rights of any third party

• Your User Content does not violate any applicable law or regulation

7.4 Prohibited Content

You agree not to upload or submit any User Content that:

• Is unlawful, harmful, threatening, abusive, defamatory, or otherwise objectionable

• Infringes any patent, trademark, copyright, trade secret, or other proprietary right

• Contains malicious code, viruses, or other harmful components

• Constitutes material non-public information in violation of securities laws

• Violates any applicable law or regulation

8. AI-Generated Content and Disclaimers

8.1 Nature of AI Outputs

The Service uses artificial intelligence to generate analyses, reports, financial models, investment memos, and other outputs ("AI Outputs"). AI Outputs are generated by automated systems, including third-party large language models, and are based on the inputs you provide and publicly available data.

8.2 NOT INVESTMENT ADVICE

THE SERVICE AND ALL AI OUTPUTS ARE PROVIDED FOR INFORMATIONAL AND EDUCATIONAL PURPOSES ONLY. NOTHING CONTAINED IN THE SERVICE OR ANY AI OUTPUT CONSTITUTES INVESTMENT ADVICE, FINANCIAL ADVICE, TRADING ADVICE, TAX ADVICE, LEGAL ADVICE, OR ANY OTHER FORM OF PROFESSIONAL ADVICE OR RECOMMENDATION.

PRIMORDIA IS NOT A REGISTERED INVESTMENT ADVISER, BROKER-DEALER, FINANCIAL ANALYST, FINANCIAL PLANNER, OR FINANCIAL INSTITUTION. WE DO NOT RECOMMEND OR ENDORSE ANY SPECIFIC SECURITIES, INVESTMENTS, STRATEGIES, OR COURSES OF ACTION.

8.3 No Guarantee of Accuracy

AI Outputs may contain errors, inaccuracies, omissions, hallucinations, or outdated information. Financial data, projections, valuations, and analyses generated by the Service are estimates and should not be relied upon as the sole basis for any investment or financial decision. You are solely responsible for independently verifying all information and AI Outputs before making any decisions.

8.4 Assumption of Risk

You acknowledge and agree that:

• Investment decisions involve inherent risk, and past performance is not indicative of future results

• You will not rely solely on AI Outputs for investment, financial, or business decisions

• You will consult with qualified financial, legal, and tax professionals before making investment decisions

• Primordia bears no responsibility for any investment or financial losses you may incur

8.5 Ownership of AI Outputs

Subject to your compliance with these Terms and any applicable subscription plan limitations, you own the AI Outputs generated from your User Content and inputs. However, you acknowledge that similar or identical AI Outputs may be generated for other users based on similar inputs, and Primordia does not guarantee the exclusivity or uniqueness of any AI Output.

9. Intellectual Property

9.1 Primordia's Intellectual Property

The Service, including its design, features, functionality, software, algorithms, models, user interface, graphics, logos, trademarks, and all related intellectual property, is owned by Primordia Co. and is protected by copyright, trademark, and other intellectual property laws. Nothing in these Terms grants you any right, title, or interest in the Service except for the limited right to use the Service in accordance with these Terms.

9.2 Feedback

If you provide us with feedback, suggestions, or ideas regarding the Service ("Feedback"), you grant Primordia a non-exclusive, perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate such Feedback into the Service without any obligation or compensation to you.

9.3 Copyright Infringement and DMCA Policy

Primordia respects the intellectual property rights of others. If you believe that any content available through the Service infringes your copyright, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our designated copyright agent with the following information in writing:

• A physical or electronic signature of the copyright owner or a person authorized to act on their behalf

• Identification of the copyrighted work claimed to have been infringed

• Identification of the material that is claimed to be infringing and information reasonably sufficient to permit us to locate the material (e.g., a URL or description)

• Your contact information, including your name, address, telephone number, and email address

• A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law

• A statement, made under penalty of perjury, that the above information is accurate and that you are the copyright owner or are authorized to act on the copyright owner's behalf

Please send DMCA notices to: info@primordia.ai

Upon receipt of a valid DMCA notification, we will respond expeditiously to remove or disable access to the allegedly infringing material. We may also terminate the accounts of users who are determined to be repeat infringers.

Counter-Notification. If you believe that your content was removed or disabled by mistake or misidentification, you may submit a written counter-notification to the address above containing: (a) your physical or electronic signature; (b) identification of the material that was removed and its prior location; (c) a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification; and (d) your name, address, and telephone number, along with a statement that you consent to the jurisdiction of the federal court in the District of Delaware and that you will accept service of process from the person who filed the original DMCA notification.

10. Acceptable Use Policy

You agree not to use the Service to:

• Violate any applicable law, regulation, or third-party rights

• Engage in unauthorized access or attempt to probe, scan, or test the vulnerability of the Service or any related system or network

• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying algorithms of the Service

• Use the Service to develop a competing product or service

• Scrape, crawl, or use automated means to access the Service except through our published APIs

• Circumvent, disable, or interfere with any security or access control features of the Service

• Use the Service to generate or distribute spam, phishing, or other unsolicited communications

• Impersonate any person or entity or misrepresent your affiliation with any person or entity

• Use the Service for any purpose that is fraudulent, misleading, or deceptive

• Interfere with or disrupt the integrity or performance of the Service

• Attempt to exceed or circumvent rate limits, usage quotas, or other restrictions on your account or subscription plan

• Share, resell, or sublicense access to the Service without our prior written consent

We reserve the right to investigate and take appropriate action against anyone who violates this Section, including suspending or terminating their account and reporting such conduct to law enforcement.

11. Third-Party Services

The Service integrates with and relies upon third-party services, including but not limited to cloud infrastructure providers, payment processors, authentication services, email delivery services, financial data providers, and AI model providers. Your use of these third-party services may be subject to their respective terms of service and privacy policies. Primordia is not responsible for the availability, accuracy, or practices of any third-party services.

12. Availability and Modifications

12.1 Service Availability

We strive to maintain the availability of the Service but do not guarantee uninterrupted or error-free operation. The Service may be subject to scheduled maintenance, updates, or unplanned outages. We are not liable for any downtime or interruptions.

12.2 Modifications to the Service

We reserve the right to modify, update, or discontinue any feature or aspect of the Service at any time, with or without notice.

12.3 Beta and Experimental Features

Certain features of the Service may be designated as "beta," "preview," "experimental," or similar. These features are provided on an as-is basis and may be changed, suspended, or removed at any time without notice. Beta features may have reduced reliability, performance, or support compared to generally available features. Your use of beta features is at your own risk, and the disclaimers and limitations in Sections 13 and 14 apply with particular force to such features.

13. Disclaimers

13.1 "AS IS" and "AS AVAILABLE"

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PRIMORDIA DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY.

13.2 No Warranty Regarding AI Outputs

WE MAKE NO WARRANTY OR REPRESENTATION THAT AI OUTPUTS WILL BE ACCURATE, COMPLETE, RELIABLE, CURRENT, ERROR-FREE, OR FREE OF HALLUCINATIONS. WE DO NOT WARRANT THAT THE RESULTS OBTAINED FROM THE USE OF THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS.

13.3 Financial Data

Financial data, market prices, and company information provided through the Service are obtained from third-party sources and may be delayed, inaccurate, or incomplete. We do not guarantee the accuracy, timeliness, or completeness of any financial data.

14. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PRIMORDIA CO., ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, INVESTMENT LOSSES, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH:

• YOUR ACCESS TO OR USE OF (OR INABILITY TO ACCESS OR USE) THE SERVICE

• ANY AI OUTPUT OR CONTENT GENERATED BY THE SERVICE

• ANY INVESTMENT OR FINANCIAL DECISION MADE IN RELIANCE ON THE SERVICE OR AI OUTPUTS

• ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR DATA

• ANY THIRD-PARTY CONDUCT OR CONTENT ON THE SERVICE

• ANY OTHER MATTER RELATING TO THE SERVICE

IN NO EVENT SHALL PRIMORDIA'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE EXCEED THE GREATER OF (A) THE AMOUNTS YOU HAVE PAID TO PRIMORDIA IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM OR (B) ONE HUNDRED DOLLARS ($100).

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IN SUCH JURISDICTIONS, THE ABOVE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.

15. Indemnification

You agree to indemnify, defend, and hold harmless Primordia Co., its directors, officers, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with: (a) your access to or use of the Service; (b) your User Content; (c) your violation of these Terms; (d) your violation of any applicable law or regulation; or (e) your violation of any third-party rights, including intellectual property rights.

16. Termination

16.1 Termination by You

You may terminate your account at any time as described in Section 4.3.

16.2 Termination by Primordia

We may suspend or terminate your access to the Service at any time, with or without cause and with or without notice, including but not limited to situations where we reasonably believe you have violated these Terms. In the event of termination for cause, you will not be entitled to any refund of prepaid fees.

16.3 Effect of Termination

Upon termination: (a) your right to access and use the Service will immediately cease; (b) we may delete your account data and User Content within a reasonable timeframe, subject to our data retention practices and legal obligations; and (c) the following Sections shall survive termination: 6 (to the extent of any outstanding payment obligations), 7.2, 8, 9, 10, 13, 14, 15, 17, and 18.

17. Governing Law and Dispute Resolution

17.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles.

17.2 Dispute Resolution

Any dispute, controversy, or claim arising out of or relating to these Terms or the Service shall first be resolved through good faith negotiations between the parties. If the dispute cannot be resolved through negotiation within thirty (30) days, either party may submit the dispute to binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules. The arbitration shall take place in Wilmington, Delaware, and shall be conducted by a single arbitrator. The arbitrator's decision shall be final and binding.

17.3 Class Action Waiver

YOU AND PRIMORDIA AGREE THAT ANY CLAIMS OR DISPUTES SHALL BE RESOLVED ON AN INDIVIDUAL BASIS AND NOT AS PART OF ANY CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. You waive any right to participate in a class action lawsuit or class-wide arbitration against Primordia.

17.4 Exceptions

Notwithstanding the foregoing, either party may: (a) seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or to prevent irreparable harm; or (b) bring an individual action in small claims court for claims within that court's jurisdictional limits.

18. General Provisions

18.1 Entire Agreement

These Terms, together with the Privacy Policy and any applicable subscription plan terms, constitute the entire agreement between you and Primordia with respect to the Service and supersede all prior or contemporaneous agreements, understandings, and communications.

18.2 Severability

If any provision of these Terms is found to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

18.3 Waiver

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. A waiver of any term shall only be effective if in writing and signed by Primordia.

18.4 Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. Primordia may assign its rights and obligations under these Terms without restriction.

18.5 Force Majeure

Primordia shall not be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labor disputes, government actions, power failures, internet or telecommunications failures, or failures of third-party service providers.

18.6 Notices

We may provide notices to you by posting updates within the Service, sending emails to the address associated with your account, or other reasonable means. You may send notices to us at info@primordia.ai.

19. Changes to These Terms

We reserve the right to modify these Terms at any time. If we make material changes, we will notify you by posting the updated Terms and revising the "Last Updated" date above. We may also provide notice through the Service or by email. Your continued use of the Service after the effective date of any changes constitutes your acceptance of the updated Terms. If you do not agree to the updated Terms, you must stop using the Service.

20. Contact Us

If you have any questions or concerns about these Terms, please contact us at:

Primordia Co.
Email: info@primordia.ai
Website: https://primordia.ai

Registered Agent: Corporation Service Company
Registered Office: Wilmington, New Castle County, Delaware

These Terms of Service are provided for informational purposes and do not constitute legal advice. We recommend consulting with a qualified attorney to ensure compliance with all applicable laws and regulations.