Terms of Service

Welcome to Primates. These Terms of Service ("Terms," "Agreement") constitute a legally binding contract between you ("User," "you," "your") and Primates, Inc. ("Primates," "Company," "we," "us," "our"), a Delaware corporation with its principal office at 450 Mission Street, Suite 300, San Francisco, California 94105, United States. These Terms govern your access to and use of the Primates platform, including our website located at primates.dev, our web application, command-line interface tools, application programming interfaces, documentation, and all related services (collectively, the "Service" or "Platform").

By accessing or using the Service, creating an account, or clicking "I Agree" or any similar button or checkbox presented to you during the registration process, you acknowledge that you have read, understood, and agree to be bound by these Terms. 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 references to "you" or "your" shall include that organization.

If you do not agree to these Terms, you must not access or use the Service. We reserve the right to modify these Terms at any time, and we will provide notice of material changes by posting the updated Terms on our website and, where practicable, by sending an email notification to the address associated with your account. Your continued use of the Service following the posting of revised Terms constitutes your acceptance of such changes.

1. Definitions

For the purposes of this Agreement, the following terms shall have the meanings set forth below:

"Account" means the user account you create to access and use the Service, including all credentials, settings, preferences, and data associated with that account.

"Authorized Users" means individuals who are authorized by you to use the Service on your behalf, including your employees, contractors, consultants, and agents who have been granted access to your Account.

"Confidential Information" means all non-public information disclosed by one party to the other, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, source code, test results, business strategies, customer data, pricing information, technical specifications, and product roadmaps.

"Customer Data" means any data, content, code, materials, or information that you or your Authorized Users submit, upload, transmit, or otherwise make available through the Service, including but not limited to source code, test configurations, test results, metadata, and usage analytics.

"Documentation" means the user guides, online help materials, API references, tutorials, and other technical documentation made available by Primates at docs.primates.dev or through the Service interface.

"Intellectual Property Rights" means all patent rights, copyright rights, mask work rights, moral rights, trade secret rights, trademark rights, database rights, and any other intellectual property rights recognized in any country or jurisdiction in the world, including applications and registrations for any of the foregoing.

"Service Level Agreement" or "SLA" means the service level commitments applicable to your subscription plan, as described in the relevant plan documentation or separately executed agreement between you and Primates.

"Subscription Period" means the period during which you have paid for and are entitled to access and use the Service under your selected subscription plan, including any renewal periods.

2. Acceptance of Terms

By accessing, browsing, or otherwise using the Service, you acknowledge that you have read and understood these Terms and agree to be legally bound by them. These Terms apply to all visitors, users, and others who access or use the Service. You may not use the Service if you are under the age of 16 or if you are legally prohibited from using the Service under applicable law. If you are between the ages of 16 and 18 (or the age of legal majority in your jurisdiction), you may only use the Service with the consent and supervision of a parent or legal guardian who agrees to be bound by these Terms.

These Terms incorporate by reference our Privacy Policy (available at primates.dev/privacy), our Acceptable Use Policy, our Data Processing Agreement (where applicable), and any order forms or statements of work executed between you and Primates. In the event of a conflict between these Terms and any other document incorporated by reference, these Terms shall control unless the other document expressly states that it supersedes these Terms with respect to the specific subject matter at issue.

We may update, amend, or modify these Terms from time to time. When we make material changes, we will notify you by email at least thirty (30) days before the changes take effect, unless the changes are required by law or relate to new features or services that do not reduce your existing rights. The updated Terms will be posted on our website with the "Last updated" date reflecting the date of the most recent revision. Your continued use of the Service after the effective date of any modification constitutes your binding acceptance of the updated Terms.

3. Service Description

Primates provides an AI-powered software testing platform designed to help engineering teams automate test generation, execute tests efficiently, and analyze test results. The Service includes, but is not limited to, the following capabilities: (a) automated test case generation using artificial intelligence and machine learning algorithms; (b) test orchestration and execution across distributed infrastructure; (c) visual regression testing and comparison; (d) real-time analytics dashboards and reporting; (e) integration with third-party continuous integration and continuous deployment (CI/CD) platforms; (f) compliance testing templates and audit reporting; and (g) collaboration tools for engineering teams.

The specific features, functionality, and service levels available to you depend on the subscription plan you have selected. We reserve the right to modify, suspend, or discontinue any aspect of the Service at any time, with or without notice. However, if we discontinue a material feature of the Service that you rely on, we will provide at least ninety (90) days' prior notice and, if applicable, a pro-rata refund of any prepaid fees covering the period after the discontinuation.

The Service is provided on a software-as-a-service basis. You acknowledge that the Service may be subject to scheduled maintenance windows, during which certain features or the entire Service may be temporarily unavailable. We will endeavor to provide advance notice of scheduled maintenance and to perform maintenance during periods of low usage. Emergency maintenance required to protect the security, integrity, or availability of the Service may be performed without advance notice.

4. User Accounts

To access and use the Service, you must create an Account by providing accurate, current, and complete registration information. You are responsible for maintaining the confidentiality of your Account credentials, including your username and password, and for all activities that occur under your Account. You agree to notify Primates immediately if you become aware of any unauthorized use of your Account or any other breach of security.

You may invite Authorized Users to access the Service under your Account, subject to the user limits specified in your subscription plan. You are responsible for ensuring that your Authorized Users comply with these Terms and for all actions taken by Authorized Users under your Account. You may remove Authorized Users at any time through the Account administration interface.

Primates reserves the right to suspend or terminate your Account if: (a) any information provided during registration is found to be inaccurate, outdated, or incomplete; (b) you or your Authorized Users violate any provision of these Terms; (c) your Account has been inactive for more than twelve (12) consecutive months on the Free plan; or (d) we reasonably believe that continued access to the Service poses a security risk to the Service, our infrastructure, or other users. In the event of suspension or termination for cause, we will make commercially reasonable efforts to notify you in advance and provide an opportunity to cure the violation, except where immediate action is necessary to protect the Service or comply with legal obligations.

You may close your Account at any time through the Account settings page or by contacting our support team. Upon Account closure, we will delete your Customer Data in accordance with our data retention policy described in our Privacy Policy, subject to any legal obligations that require us to retain certain data for a specified period.

5. Payment Terms

Certain features of the Service are available only through paid subscription plans. By selecting a paid plan, you agree to pay the fees associated with that plan in accordance with the billing terms presented at the time of purchase. All fees are quoted in United States Dollars unless otherwise specified and are exclusive of applicable taxes, levies, or duties, which you are responsible for paying.

Subscription fees are billed in advance on a monthly or annual basis, depending on the billing cycle you select at the time of purchase. Annual subscriptions are billed for the full year in advance and are non-refundable except as expressly stated in these Terms or as required by applicable law. Monthly subscriptions are billed on the same calendar day each month (or the last day of the month if the billing day does not exist in a given month).

We accept payment by major credit cards (Visa, Mastercard, American Express, Discover) and, for Enterprise plans with annual contracts, by invoice with payment via ACH transfer or wire transfer with net-30 payment terms. You authorize us to charge the payment method associated with your Account for all fees incurred during each billing cycle. If we are unable to process payment, we will notify you and may suspend access to paid features until payment is received.

Subscription plans automatically renew at the end of each Subscription Period unless you cancel the renewal before the end of the current period. For monthly plans, you must cancel at least twenty-four (24) hours before the next billing date. For annual plans, you must cancel at least thirty (30) days before the renewal date. Cancellation takes effect at the end of the current Subscription Period, and you will retain access to paid features until that date.

We reserve the right to change our pricing at any time. For existing subscribers, price changes will take effect at the beginning of the next Subscription Period following at least thirty (30) days' notice. If you do not agree to the new pricing, you may cancel your subscription before the new pricing takes effect.

6. Intellectual Property

The Service, including all software, algorithms, models, interfaces, designs, text, graphics, logos, icons, and other materials (collectively, "Primates Materials"), is owned by Primates or its licensors and is protected by copyright, trademark, patent, trade secret, and other intellectual property laws of the United States and foreign countries. These Terms do not grant you any right, title, or interest in or to the Primates Materials except for the limited license expressly set forth herein.

Subject to your compliance with these Terms, Primates grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service solely for your internal business purposes during the Subscription Period. This license does not include the right to: (a) modify, adapt, translate, reverse engineer, decompile, or disassemble the Service or any portion thereof; (b) create derivative works based on the Service; (c) sublicense, lease, rent, loan, or otherwise transfer the Service to any third party; (d) use the Service to develop a competing product or service; or (e) remove, alter, or obscure any proprietary notices or labels on the Service.

You retain all right, title, and interest in and to your Customer Data. By submitting Customer Data to the Service, you grant Primates a limited, non-exclusive, worldwide, royalty-free license to use, process, store, and transmit the Customer Data solely to the extent necessary to provide, maintain, and improve the Service. We will not access, use, or disclose your Customer Data except as permitted by these Terms, our Privacy Policy, or as directed by you.

Primates may collect and analyze aggregated, anonymized, and de-identified data derived from your use of the Service ("Usage Data") for the purposes of improving the Service, developing new features, generating benchmarks, and conducting research. Usage Data will not identify you or any individual user and will be treated in accordance with our Privacy Policy.

7. Data Protection

Primates takes the security and privacy of your data seriously. We implement and maintain administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, disclosure, alteration, destruction, or loss. These safeguards include, but are not limited to: (a) encryption of data at rest using AES-256 and data in transit using TLS 1.3; (b) network segmentation and firewall protections; (c) access controls with role-based permissions and multi-factor authentication; (d) regular vulnerability scanning and penetration testing; (e) employee security awareness training; and (f) incident response planning and testing.

Primates is SOC 2 Type II certified, and our compliance reports are available to Enterprise customers upon request. We undergo annual third-party audits to verify the effectiveness of our security controls and to identify areas for improvement.

If you are located in the European Economic Area, the United Kingdom, or Switzerland, or if you process personal data of individuals located in those jurisdictions through the Service, our Data Processing Agreement (available at primates.dev/dpa) applies to our processing of such personal data on your behalf. The Data Processing Agreement sets forth the terms under which Primates acts as a data processor with respect to personal data you submit to the Service, including our obligations regarding data security, data breach notification, subprocessor management, and data subject rights.

In the event of a security incident that results in the unauthorized access, disclosure, or loss of Customer Data, we will notify you without undue delay and in no event later than seventy-two (72) hours after becoming aware of the incident. The notification will include a description of the incident, the categories of data affected, the measures taken to address the incident, and recommendations for you to mitigate potential adverse effects.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PRIMATES, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF PRIMATES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF OR IN CONNECTION WITH: (A) YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE SERVICE; (B) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICE; (C) ANY CONTENT OBTAINED FROM THE SERVICE; (D) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT; OR (E) ANY OTHER MATTER RELATING TO THE SERVICE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF PRIMATES AND ITS AFFILIATES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT PAID BY YOU TO PRIMATES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED UNITED STATES DOLLARS ($100.00).

THE LIMITATIONS IN THIS SECTION APPLY REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BASED, INCLUDING CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, WARRANTY, OR ANY OTHER THEORY, AND REGARDLESS OF WHETHER PRIMATES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU IN FULL. IN SUCH JURISDICTIONS, PRIMATES' LIABILITY SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. PRIMATES SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. PRIMATES DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM PRIMATES OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

9. Termination

You may terminate this Agreement at any time by closing your Account through the Account settings page or by contacting our support team at support@primates.dev. If you are on a paid subscription plan, your termination will take effect at the end of the current Subscription Period, and you will retain access to paid features until that date. No refunds will be issued for the unused portion of a Subscription Period, except as expressly provided in these Terms or required by applicable law.

Primates may terminate or suspend this Agreement and your access to the Service immediately, without prior notice or liability, if: (a) you materially breach any provision of these Terms and fail to cure such breach within thirty (30) days after receiving written notice thereof; (b) you engage in conduct that is illegal, fraudulent, or harmful to Primates, other users, or third parties; (c) you fail to pay any fees when due and such failure continues for fifteen (15) days after notice; (d) Primates is required to do so by law or legal process; or (e) Primates determines, in its sole discretion, that your continued use of the Service poses a security risk to the Service or other users.

Upon termination of this Agreement for any reason: (a) all licenses granted to you under these Terms shall immediately terminate; (b) you must cease all use of the Service; (c) you must pay all outstanding fees owed to Primates; and (d) Primates will delete your Customer Data within thirty (30) days of the effective date of termination, unless we are required by law to retain it for a longer period. You may request an export of your Customer Data at any time before the effective date of termination.

The following sections shall survive any termination or expiration of this Agreement: Definitions, Intellectual Property, Confidentiality, Data Protection, Limitation of Liability, Indemnification, Governing Law, Dispute Resolution, and any other provisions that by their nature are intended to survive termination.

10. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of California, United States, without regard to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms.

Any dispute, controversy, or claim arising out of or relating to these Terms, or the breach, termination, or validity thereof, shall first be subject to good-faith negotiation between the parties for a period of thirty (30) days. If the dispute is not resolved through negotiation, it shall be finally resolved by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules and Mediation Procedures. The arbitration shall be conducted by a single arbitrator, and the place of arbitration shall be San Francisco, California. The arbitrator's decision shall be final and binding, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened violation of its intellectual property rights, confidentiality obligations, or other proprietary rights. Additionally, claims involving amounts less than ten thousand United States dollars ($10,000) may be brought in the small claims court of the county in which you reside (or, if you are a business, the county in which your principal place of business is located), provided that such claims are within the subject-matter jurisdiction of the small claims court.

YOU AND PRIMATES AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. UNLESS BOTH YOU AND PRIMATES AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING.

11. Acceptable Use

You agree to use the Service only for lawful purposes and in accordance with these Terms. Without limiting the generality of the foregoing, you agree not to use the Service to: (a) violate any applicable federal, state, local, or international law or regulation; (b) infringe upon or violate the intellectual property rights or privacy rights of any third party; (c) upload, transmit, or distribute any content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, or otherwise objectionable; (d) impersonate any person or entity, or falsely state or misrepresent your affiliation with any person or entity; (e) engage in any activity that interferes with or disrupts the Service or the servers and networks connected to the Service; (f) attempt to gain unauthorized access to any portion of the Service, other accounts, computer systems, or networks connected to the Service; (g) use the Service for cryptocurrency mining, distributed denial-of-service attacks, or other activities unrelated to software testing; (h) use automated means, including bots, crawlers, or scrapers, to access the Service in a manner that exceeds reasonable human usage; or (i) resell, sublicense, or provide access to the Service to third parties without Primates' prior written consent.

12. Indemnification

You agree to indemnify, defend, and hold harmless Primates, its affiliates, officers, directors, employees, agents, suppliers, and licensors from and against any and all claims, damages, obligations, losses, liabilities, costs, or expenses (including but not limited to reasonable attorneys' fees and costs) arising from: (a) your use of and access to the Service; (b) your violation of any term of these Terms; (c) your violation of any applicable law, rule, or regulation; (d) your violation of any third-party right, including any intellectual property, privacy, or proprietary right; or (e) any claim that your Customer Data caused damage to a third party. This indemnification obligation will survive the termination or expiration of this Agreement.

13. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under this Agreement (other than payment obligations) if such failure or delay results from circumstances beyond the reasonable control of the party, including but not limited to acts of God, natural disasters, pandemics, epidemics, war, terrorism, riots, civil disturbances, government actions, embargoes, sanctions, labor disputes, strikes, fire, flood, earthquake, internet service disruptions, power outages, telecommunications failures, or cyberattacks. The affected party shall promptly notify the other party of the force majeure event and shall use commercially reasonable efforts to mitigate its effects and resume performance as soon as practicable.

14. General Provisions

Entire Agreement. These Terms, together with the Privacy Policy, Data Processing Agreement, and any order forms or statements of work executed between the parties, constitute the entire agreement between you and Primates with respect to the subject matter hereof and supersede all prior or contemporaneous communications, representations, or agreements, whether oral or written.

Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The invalid, illegal, or unenforceable provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving the original intent of the parties.

Waiver. The failure of Primates to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver of any provision of these Terms shall be effective only if in writing and signed by an authorized representative of Primates.

Assignment. You may not assign or transfer these Terms or any rights or obligations hereunder without the prior written consent of Primates. Primates may assign these Terms without restriction, including in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Subject to the foregoing, these Terms shall bind and inure to the benefit of the parties and their respective successors and assigns.

Notices. All notices required or permitted under these Terms shall be in writing and shall be deemed given: (a) when delivered personally; (b) when sent by confirmed email; (c) one (1) business day after being sent by nationally recognized overnight courier; or (d) three (3) business days after being sent by registered or certified mail, return receipt requested, postage prepaid. Notices to Primates should be sent to: Primates, Inc., 450 Mission Street, Suite 300, San Francisco, California 94105, Attention: Legal Department, or by email to legal@primates.dev.

Independent Contractors. The parties are independent contractors. Nothing in these Terms shall be construed as creating an employment, agency, partnership, joint venture, or franchise relationship between the parties.

Third-Party Beneficiaries. These Terms do not confer any third-party beneficiary rights on any person or entity.

15. Contact Information

If you have any questions about these Terms of Service, please contact us at:

Primates, Inc.
450 Mission Street, Suite 300
San Francisco, California 94105
United States
Email: legal@primates.dev
Phone: +1 (415) 555-0142