Terms of Service

These terms govern your use of Prime Digital AI products, including the AI-Forge audit platform and our marketing site at primedigitalai.ai. By using our services or accepting a founding-member offer, you agree to these terms.

1. The agreement

This is a binding agreement between you (or the business you represent) and Prime Digital AI, Inc., a Delaware corporation. If you are accepting on behalf of a business, you confirm you have authority to bind that business.

If you don't agree to these terms, don't use our services.

2. Our services

Our services include:

• AI-Forge audits — a one-time purchase of audit credits. Each credit runs one AI integration audit that analyzes a business profile and returns ranked AI opportunities, ROI estimates, a 90-day rollout plan, and implementation suggestions. Credits do not expire.
• AI-Forge membership (optional add-on for audit customers) — a monthly subscription providing a quarterly re-audit allowance and unlimited training-library access. Cancel anytime.
• Training library — step-by-step setup guides for the tools AI-Forge recommends.
• Digital Launch Services — done-for-you website building, sold by written quote and invoice under the scope stated in your quote.
• Concierge chat — a sales support widget on our marketing site.
• AI Concierge (early access, in development) — an AI voice receptionist, governed by its own terms when launched.
• SecureID Chain (in development) — a privacy-first HR/payroll platform, governed by its own terms when launched.

Services may be added, modified, or discontinued with reasonable notice.

3. Your account

• You are responsible for keeping your audit token and any access credentials confidential.
• Notify us immediately at hello@primedigitalai.ai if you suspect unauthorized access.
• You may not transfer or resell your account without our written consent.
• One account per business unless explicitly agreed otherwise.

4. Founding-member terms

Founding-member status (the "Founding 25") is offered to the first 25 paying AI-Forge audit customers and is subject to these specific terms in addition to the rest of this agreement:

• Eligibility: be one of the first 25 customers to complete a paid AI-Forge audit purchase. No demo call or approval process is required.
• Founding audit pricing: the founding price for the full audit is $299 CAD (regular $499). Founding members keep the founding per-audit price for any future audit credits they purchase.
• Founding membership pricing: the optional AI-Forge membership is $79/mo CAD for founding members (regular $149/mo), locked for as long as the membership remains continuously active. If you cancel the membership and later resubscribe, the then-current standard membership pricing applies — founding membership pricing is not reinstated. Your one-time audit purchases and founding per-audit pricing are unaffected by membership cancellation.
• Founding-member perks:
  • Training-library access included with your audit (unlimited while a membership is active).
  • Priority access to other Prime Digital AI products (AI Concierge, SecureID Chain) ahead of the general waitlist when they launch.
  • Roadmap-input rights (founding members may submit feedback that influences our roadmap; we make no commitment to ship any specific request).
  • Direct access to the founder for 90 days from purchase for setup help and feedback; regular email support afterward.
• Offer window: closes on 10 September 2026 at 11:59 PM Eastern Time (ET), or when the 25th founding member is confirmed, whichever comes first. No extensions. All deadline and renewal dates referenced in these terms are Eastern Time unless explicitly stated otherwise.

5. Billing & refunds

5.1 Payment

• Audits are one-time purchases of audit credits via Stripe — there is no subscription required, nothing renews, and credits do not expire.
• The optional AI-Forge membership is a monthly subscription billed in advance via Stripe. You authorize us to charge your payment method on each renewal date until you cancel.
• Prices are in Canadian dollars (CAD). US customers are charged the USD equivalent shown at checkout before payment; your receipt shows the charged amount.
• Applicable taxes (GST/HST/QST/PST or US state sales tax) are added at checkout where required.
• Digital Launch Services are billed by written quote and invoice (typically a 50% deposit to start and the balance at go-live), payable by invoice, e-transfer, or card as stated on the invoice.

5.2 Failed payments (membership only)

If a membership payment fails, we retry per Stripe's standard retry schedule and your access continues during a 7-day grace period. If still unpaid after the grace period, membership access is suspended until payment is updated. If unpaid after 30 days, the membership is terminated. One-time audit credits you have already purchased are not affected by membership payment issues.

5.3 Refunds & cancellations

• Audit — 30-day value guarantee: if your paid audit does not give you a useful, specific roadmap, email us within 30 days of purchase and we will refund that audit in full. A refund revokes the associated audit credit and access.
• Bulk credit packs: unused credits are refundable pro-rata within 30 days of purchase.
• Membership: cancel anytime from your account or by emailing us; cancellation takes effect at the end of the current billing period. The current period is non-refundable except where required by law.
• Digital Launch Services: refunds and cancellation terms are stated in your written quote; deposits cover work performed to the cancellation date.

6. Acceptable use

You agree NOT to:

• Resell, white-label, or expose AI-Forge audits as your own product without a written reseller agreement.
• Submit personal information about individuals (e.g., specific employees' names, SINs, addresses) into audit prompts — keep it at the business level.
• Attempt to extract, fine-tune from, or reverse-engineer our prompts, models, or audit logic.
• Use the service to generate content that is illegal, harassing, defamatory, infringing, or designed to harm others.
• Probe, scan, or load-test our infrastructure without prior written permission.
• Share your audit token publicly or with parties outside your business.
• Use the service in violation of CASL, GDPR, CCPA, PIPEDA, or any other applicable law.

Violation may result in immediate suspension or termination without refund.

7. AI output — important disclaimer

• AI-Forge does not constitute financial, legal, tax, accounting, regulatory, or professional consulting advice.
• You are responsible for validating any recommendation before acting on it.
• Compliance flags (PIPEDA, HIPAA, CASL, CCPA, SOC2) surfaced by the audit are indicative only and not a substitute for review by qualified counsel.
• We do not guarantee that any specific recommendation will produce the projected value or savings.
• AI models can produce inaccurate or fabricated information ("hallucinations"). Treat every specific claim as something to verify.

8. Intellectual property

8.1 Our IP

Prime Digital AI owns all rights in the AI-Forge platform, prompts, dashboard, marketing materials, brand assets, and any improvements to our services. These terms grant you a limited, non-exclusive, non-transferable license to use the service for your internal business purposes while you hold audit credits or an active membership.

8.2 Your IP

You own your business inputs (industry, employee count, software stack, pain points). You grant us a limited license to process those inputs to deliver the service and to retain anonymized, aggregated data for internal analytics and benchmark generation. You can opt out of inclusion in aggregate benchmarks at any time.

8.3 Audit output

You receive a perpetual, royalty-free license to use the audit output (text, projections, recommendations) for your own business decision-making. You may not resell the output as a standalone consulting deliverable to third parties.

8.4 Feedback

If you send us feedback or suggestions, you grant us a perpetual, royalty-free right to use them to improve our services, with no obligation to compensate or credit you.

9. Privacy

Our Privacy Policy is incorporated into these terms by reference. By using the service, you consent to the data practices described there.

10. Warranties & disclaimers

We provide the service on an "AS IS" and "AS AVAILABLE" basis. To the maximum extent permitted by law, we disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose, non-infringement, accuracy of AI output, and uninterrupted availability.

We do not warrant that the service will be error-free, secure against every attack, or always available. We do not warrant any specific business outcome from using the service.

11. Limitation of liability

To the maximum extent permitted by law:

• Neither party will be liable for indirect, incidental, special, consequential, exemplary, or punitive damages — including lost profits, lost revenue, lost data, or business interruption — arising from these terms or the service.
• Our total aggregate liability arising out of or related to these terms will not exceed the greater of (a) the amount you paid us in the 12 months preceding the claim, or (b) USD $100.
• These limits apply even if a remedy fails of its essential purpose.
• Some jurisdictions don't allow certain limitations of liability — in those cases, our liability is limited to the maximum extent permitted by law.

12. Indemnity

You agree to defend, indemnify, and hold harmless Prime Digital AI, Inc. and its founders, employees, and contractors against any claims, damages, costs, or expenses (including reasonable legal fees) arising from (a) your use of the service in violation of these terms, (b) your breach of any law, or (c) third-party claims arising from content you submit.

13. Termination

• You may cancel any time per §5.3.
• We may suspend or terminate your access for material breach, non-payment, abusive use, or legal requirement, with notice where reasonable.
• On termination: your right to use the service ends, your audit token is revoked, and your data is handled per our Privacy Policy retention rules.
• Sections 7, 8, 10, 11, 12, and 14 survive termination.

14. Governing law & disputes

These terms are governed by the laws of the State of Delaware, United States, without regard to conflict-of-law principles. The UN Convention on Contracts for the International Sale of Goods does not apply.

For Canadian customers, mandatory provincial consumer protection rights are not displaced by this clause where they apply.

14.1 Informal resolution

Before filing any formal claim, you agree to email hello@primedigitalai.ai with a description of the dispute and to attempt good-faith resolution for at least 30 days.

14.2 Forum

If informal resolution fails, any claim must be brought in the state or federal courts located in Delaware, USA, and you consent to that jurisdiction. Quebec residents retain the right to bring claims in their home province where required by Quebec consumer law.

14.3 Class action waiver

To the extent permitted by law, you and Prime Digital AI agree that any dispute will be resolved on an individual basis, not as a class action or consolidated proceeding.

15. Changes to these terms

We may update these terms with 30 days' notice for material changes (email to active customers and a banner on our site). Continued use after the effective date constitutes acceptance. If you don't agree, you may cancel before the changes take effect and receive a pro-rata refund of any prepaid period.

16. Contact

Email: hello@primedigitalai.ai
Mail: Prime Digital AI, Inc., Delaware (full mailing address on request).