Terms of service
Date of Last Revision: Jan 13, 2026
Acceptance of These Terms of Service
Prime Meridian Labs Inc. (dba Prime Meridian) (“Prime Meridian,” “we,” “us,” or “our”) provides our services (described below) and related content to you through our website(s) located at https://getprimemeridian.com/ (the “Site”) and through our related technologies (the “Service”). All access and use of the Service is subject to the terms and conditions contained in these Terms of Service (as amended from time to time, these “Terms of Service”). By accessing, browsing, or otherwise using the Site or any other aspect of the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. If you do not accept the terms and conditions of these Terms of Service, you will not access, browse, or otherwise use the Service.
We reserve the right, at our sole discretion, to change or modify portions of these Terms of Service at any time. If we do this, we will post the changes on this page and will indicate at the top of this page the date these Terms of Service were last revised. You may read a current, effective copy of these Terms of Service by visiting the “Terms of Service” link on the Site. We will also notify you of any material changes, either through the Service user interface, a pop-up notice, email, or through other reasonable means. Your continued use of the Service after the date any such changes become effective constitutes your acceptance of the new Terms of Service. You should periodically visit this page to review the current Terms of Service so you are aware of any revisions. If you do not agree to abide by these or any future Terms of Service, you will not access, browse, or use (or continue to access, browse, or use) the Service. The Service does not include any legal or investment advice, tax, estate or investment planning advice.
PLEASE READ THESE TERMS OF SERVICE CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST PRIME MERIDIAN ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.
Your Privacy
At Prime Meridian, we respect the privacy of our users. For more information, please see our Privacy Policy, located at https://getprimemeridian.com/privacy/ (the “Privacy Policy”). By using the Service, you consent to our collection, use and disclosure of personal data and other data as outlined therein.
Additional Terms
In addition, when using certain features through the Service, you will be subject to any additional terms applicable to such features that may be posted on or within the Service from time to time. All such terms are hereby incorporated by reference into these Terms of Service.
Access and Use of the Service Service Description
The Service is designed to provide you with assistance to self-prepare and file (if applicable) personal income tax returns.
No Professional Advice
We do not provide accounting, tax, legal, or financial advice or tax return preparation services. The Service is a technology tool designed to help you organize and transmit information relating to your taxes. The Service not a substitute for advice from a qualified tax professional or other advisor familiar with your specific circumstances.
Based solely on the information you choose to enter, the Service may generate general information, prompts, or suggestions regarding tax forms, credits, deductions, or exemptions. These outputs are automated, depend entirely on the accuracy and completeness of the information you provide, and may not be appropriate or applicable to your situation. We do not review, verify, or endorse any
information you enter or any outcome produced by the Service.
You are responsible for ensuring that all information you provide is accurate, complete, and current, and for deciding whether to rely on the Service or seek professional advice.
Your Responsibility for Tax Returns
You are solely responsible for your tax returns, including their preparation, review, accuracy, completeness, and timely filing. Before authorizing any submission of a return to a tax authority, you are responsible for carefully reviewing the return in full.
You are solely responsible for your tax returns, including their preparation, review, accuracy, completeness, and timely filing. Before authorizing any submission of a return to a tax authority, you are responsible for carefully reviewing the return in full.
No Audit, Planning, or Representation Services
The Service does not include audit support, tax planning, tax structuring, legal analysis, or representation before any tax authority. We do not evaluate the legality, defensibility, or appropriateness of any tax positions you take, and we do not monitor or warn you about audit risk. We urge you to consult with a qualified tax professional to help you determine whether the tax positions you take in your tax return filed through Prime Meridian is appropriate for your situation and complies with applicable law.
You acknowledge that certain tax positions may increase the likelihood of an audit and that you bear full responsibility for any positions taken on your returns. If you are audited or contacted by a tax authority, you are solely responsible for responding, defending your return, and paying any resulting taxes, penalties, interest, fees, or costs. We have no obligation to assist you in connection with any audit or similar proceeding.
E-Filing and Your Responsibility to File on Time
Using a third-party authorized IRS e-file service provider (“Third Party Provider”), Prime Meridian can assist you with e-filing of your U.S. federal income taxes and certain states that permit e-filing. However, you remain responsible for filing your income tax returns (whether on paper or electronically) by the applicable deadlines. When e-filing is not available, or you elect not to use e-file options through our Services, you may need to submit paper copies of your income tax returns to the IRS and/or state tax authorities by the appropriate deadlines. Your tax return is not filed until it is accepted by the applicable tax authority in the method and manner specified by the tax authority. Your return must be accepted by the applicable tax authority before it is considered filed.
Third-Party Material
At your option, Prime Meridian can assist you with e-filing of your returns using a Third Party Provider. In addition, our Services or communications to you may contain third party content or links to third party sites, applications or services (collectively, "Third Party Content"). Our Services may also include features that allow you to connect your Prime Meridian account with accounts or services provided by third parties, such as accounts you maintain with financial institutions or social media platforms (collectively, "Third Party Service"). Collectively, the Third Party Provider, Third Party Content, and Third Party Service are referred to as “Third Party Material.”
We do not control, maintain, or endorse Third Party Material, and we are not responsible or liable for any Third Party Material, including any damages, losses, failures, or problems caused by, related to, or arising from Third Party Material. Your interactions and business dealings with the providers of Third Party Material, including products or services offered by such third parties, are solely between you
and the third party. You should review all of the relevant terms and conditions associated with Third Party Material, including any privacy policies and terms of service, as they apply to your use of the Third Party Material. We are not responsible for any information that you agree to share with third parties in connection with Third Party Material. Our disclosure of your tax return to a Third Party Provider will only be to an Authorized IRS e-file Provider for the purpose of electronically filing the
return with the IRS, which is an authorized disclosure under Treasury Regulation §301.7216-2(d)(1).
AI-Generated Content
The Service may use automated systems and generative AI to provide general tax-related information, organizational assistance, and draft explanations. AI-generated content is for informational purposes only, is not tax advice, and should not be relied upon to make tax decisions or take a tax position. Guidance or recommendations generated solely by the AI do not create a professional-client relationship and are not a substitute for expert review.
Your Registration Obligations
You may be required to register with Prime Meridian or provide information about yourself (e.g., name and email address) in order to access and use certain features of the Service. If you choose to register for the Service, you agree to provide and maintain true, accurate, current, and complete information about yourself as prompted by the Service’s registration form. Registration data and certain other information about you are governed by our Privacy Policy. If you are under 18 years
of age, you are not authorized to use the Service and you agree to provide true, accurate, current, and complete information as requested by Prime Meridian to confirm such express consent.
Member Account, Password, and Security
You are responsible for maintaining the confidentiality of your password and account details, if any, and are fully responsible for any and all activities that occur under your password or account. You agree to (a) immediately notify Prime Meridian of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing the Service. Prime Meridian and its current and future affiliates (collectively, “Prime Meridian Affiliates”) will not be liable for any loss or damage arising from your failure to comply with this paragraph.
Modifications to Service
Prime Meridian reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Prime Meridian and Prime Meridian Affiliates will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Service.
General Practices Regarding Use and Storage
You acknowledge that Prime Meridian may establish general practices and limits concerning use of the Service, including the maximum period of time that data or other content will be retained by the Service and the maximum storage space that will be allotted on Prime Meridian’s or its third-party service providers’ servers on your behalf. You agree that Prime Meridian has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the
Service. You acknowledge that Prime Meridian reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that Prime Meridian reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.
Conditions of Access and Use
User Conduct: You represent and warrant that any information you provide when installing, accessing, or using the Services is true and accurate to the best of your knowledge. You additionally are solely responsible for all code, video, images, information, data, text, software, music, sound, photographs, graphics, messages, and other materials (“content”) that you make available to Prime Meridian, including by uploading, posting, publishing, or displaying (hereinafter, “upload(ing)”) via the Service or by emailing or otherwise making available to other users of the Service (collectively, “User Content”). Prime Meridian reserves the right to investigate and take appropriate legal action against anyone who, in Prime Meridian’s sole discretion, violates this
provision, including removing the offending content from the Service, suspending or terminating the account of such violators, and reporting the violator to law enforcement authorities. You agree to not use the Service to: (a) violate any applicable local, state, national, or international law, or any rule, guidance, or regulations having the force of law (“Laws”), (b) further or promote any criminal activity or enterprise or provide instructional information about illegal activities, (c) obtain or attempt to access or otherwise obtain any content or information through any means not intentionally made available or provided for through the Service; or (d) use the Services for any unlawful or improper purpose. If you are blocked by Prime Meridian from accessing the Service (including by blocking your IP address), you agree not to implement any measures to circumvent
such blocking (e.g., by masking your IP address or using a proxy IP address or virtual private network).
Fees
The Service is currently provided to you at no cost. However, we reserve the right to change Prime Meridian’s prices. If Prime Meridian does change prices, Prime Meridian will provide notice of the change through the Service user interface, a pop-up notice, email, or through other reasonable means, at Prime Meridian’s option, at least thirty (30) days before the change is to take effect. Your continued use of the Service after the price change becomes effective constitutes your agreement to pay the changed amount. You will be responsible for all taxes associated with the Service, other than taxes based on Prime Meridian’s net income. Payments made by you hereunder are final and non-refundable unless otherwise determined by Prime Meridian.
Payment Processing
Notwithstanding any amounts owed to Prime Meridian hereunder, Prime Meridian DOES NOT PROCESS PAYMENT FOR ANY SERVICES. To facilitate payment for the Service via bank account, credit card, or debit card, we may use third-party payment processors (collectively, “Payment Processors”). These payment processing services are provided by the Payment Processors and are subject to the applicable Payment Processor’s terms and conditions, privacy policy, and all other
relevant agreements (collectively, the “Payment Processor Agreements”). By agreeing to these Terms of Service, users that use the payment functions of the Service also agree to be bound by the applicable Payment Processor Agreement for the payment function the user is using], as the same may be modified by the applicable Payment Processor from time to time. You hereby authorize the
applicable Payment Processor to store and continue billing your specified payment method even after such payment method has expired, to avoid interruptions in payment for your use of the Service. Please contact the applicable Payment Processor for more information. Prime Meridian assumes no liability or responsibility for any payments you make through the Service.
Commercial Use
Unless otherwise expressly authorized herein or in the Service, you agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, grant access to, transfer, or otherwise use or exploit any portion of the Service for any commercial purposes. The Service is for your personal use.
Ownership; Restrictions
The technology and software underlying the Service or distributed in connection therewith are the property of Prime Meridian, Prime Meridian Affiliates, and their licensors (the “Software”). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble, or otherwise attempt to discover any source code, or sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by Prime Meridian.
Special Notice for International Use; Export Controls
Prime Meridian is headquartered in the United States. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the Laws of your specific jurisdiction. Software available in connection with the Service and the transmission of applicable data, if any, is subject to United States export controls. No Software may be downloaded from the Service or otherwise exported or re-exported in violation of U.S. export Laws. Downloading, accessing, or using the Software or Services is at your sole risk.
Intellectual Property Rights
Service Content
You acknowledge and agree that the Service may contain content or features (“Service Content”) that are protected by copyright, patent, trademark, trade secret, or other proprietary rights and Laws. Except as expressly authorized by Prime Meridian, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the Service or the Service Content, in
whole or in part, except that the foregoing does not apply to your own User Content that you upload to or make available through the Service in accordance with these Terms of Service. Any use of the Service or the Service Content other than as specifically authorized herein is strictly prohibited.
Trademarks
The Prime Meridian name and logos are trademarks and service marks of Prime Meridian (collectively the “Prime Meridian Trademarks”). Other Prime Meridian, product, and service names and logos used and displayed via the Service may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Prime Meridian. Nothing in these Terms of Service or the Service should be construed as granting, by implication, estoppel, or
otherwise, any license or right to use any of Prime Meridian Trademarks displayed on the Service without our prior written permission in each instance. All goodwill generated from the use of Prime Meridian Trademarks will inure to our exclusive benefit.
User Content
You represent and warrant that you own all right, title, and interest in and to such User Content, including all copyrights and rights of publicity contained therein. Except as discussed at the end of this section, you hereby grant Prime Meridian and Prime Meridian Affiliates, and their successors and assigns, a non-exclusive, worldwide, royalty-free, fully paid-up, transferable, sublicensable (directly and indirectly through multiple tiers), perpetual, and irrevocable license to copy, display, upload, perform, distribute, store, modify, and otherwise use your User Content, in any form, medium or technology now known or later developed, (a) in connection with the operation of the Service; (b) to provide, develop and improve the Service; (c) for the promotion, advertising or marketing of the foregoing; and (d) as otherwise set forth in our Privacy Policy. Except as discussed at the end of this section, you also agree that Prime Meridian may remove metadata associated with your User Content and you irrevocably waive any claims and assertions of moral rights or attribution with respect to your User Content. Except as discussed at the end of this section, you assume all risk associated with your User Content and the transmission of your User Content and you have sole responsibility for the accuracy, quality, legality, and appropriateness of your User Content.
Except as discussed at the end of this section, you hereby authorize Prime Meridian and Prime Meridian Affiliates and their third-party service providers to collect and analyze User Content and other data and information relating to the Service and related systems and technologies and derive statistical and usage data relating thereto (collectively, “Usage Data”). Prime Meridian and Prime Meridian Affiliates may use Usage Data for any purpose in accordance with applicable Law and our
Privacy Policy.
Any questions, comments, suggestions, ideas, feedback, reviews, or other information about the Service (“Submissions”), provided by you to Prime Meridian or any Prime Meridian Affiliate are non-confidential and Prime Meridian and Prime Meridian Affiliates will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment, attribution, or compensation to you.
You acknowledge and agree that Prime Meridian may preserve User Content and may also disclose User Content if required to do so by Law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable Law, or government requests; (b) enforce these Terms of Service; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Prime Meridian, its users, or the public. You understand that the technical processing and transmission of the Service, including your User Content, may involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices.
Your User Content may include Tax Return Information as defined in Internal Revenue Code sections 6713 and 7216 and related regulations and guidance. Tax Return Information is confidential and is generally protected from unauthorized use and disclosure under these statutes. Prime Meridian will not use or disclose your Tax Return Information other than in compliance with these statutes and related regulations and guidance. Under these statutes, Prime Meridian is authorized to use and disclose your Tax Return Information for (1) preparation of your tax return, (2) updating and testing our software, including using independent contractors for this purpose, (3) filing of your returns through a third-party Authorized IRS e-file Provider, as requested by you, and (4) any required record retention purposes.
Indemnification
To the extent permitted under applicable Law, you agree to defend, indemnify, and hold harmless Prime Meridian and Prime Meridian Affiliates, and its and their respective officers, employees, directors, service providers, licensors, and agents (collectively, the “Prime Meridian Parties”), from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind, and injury (including death) arising out of or relating to your use of the Service, any User Content, your connection to the Service, your violation of these Terms of Service, or your violation of any rights of another. Prime Meridian will provide notice to you of any such claim, suit, or proceeding. Prime Meridian reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section, and you agree to cooperate with any reasonable
requests assisting Prime Meridian’s defense of such matter. You may not settle or compromise any claim against the Prime Meridian Parties without Prime Meridian’s written consent.
Disclaimer of Warranties
OTHER THAN THOSE EXPRESS WARRANTIES AND GUARANTEES SET FORTH IN THESE TERMS OF SERVICE, YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE PRIME MERIDIAN PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
THE PRIME MERIDIAN PARTIES MAKE NO WARRANTY THAT (A) THE SERVICE WILL MEET YOUR REQUIREMENTS; (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS.
THE SERVICES ARE NOT LEGAL OR TAX ADVICE. YOU ACKNOWLEDGE THAT THE PRIME MERIDIAN PARTIES DO NOT PRACTICE LAW AND ARE NOT ACCOUNTANTS, NOR ARE THEY PROVIDING OR RENDERING ANY SUCH LEGAL ADVICE, TAX ADVICE, FINANCIAL ADVICE, OR INVESTMENT
RECOMMENDATIONS. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SERVICES ARE NOT SUBSTITUTES FOR THE ADVICE OF AN ATTORNEY OR OTHER COMPETENT TAX PROFESSIONAL.
Limitation of Liability
EXCEPT AS EXPRESSLY PERMITTED BY OUR ACCURACY GUARANTEE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE PRIME MERIDIAN PARTIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING DAMAGES FOR LOSS OF GOODWILL, USE, OR DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE PRIME MERIDIAN PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, RESULTING FROM: (A) THE USE OR THE INABILITY TO USE THE SERVICE; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (D) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (E) ANY OTHER MATTER RELATING TO THE SERVICE. IN NO EVENT WILL THE PRIME MERIDIAN PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES,
LOSSES, OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID PRIME MERIDIAN IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100).
Dispute Resolution By Binding Arbitration
PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.
A. Agreement to Arbitrate
This Dispute Resolution by Binding Arbitration section is referred to in these Terms of Service as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and Prime Meridian, whether arising out of or relating to these Terms of Service (including any alleged breach thereof), the Service, any advertising, or any aspect of the relationship or transactions between us, will be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such
agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into these Terms of Service, you and Prime Meridian are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.
B. Prohibition of Class and Representative Actions and Non-Individualized Relief
YOU AND PRIME MERIDIAN AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND PRIME MERIDIAN 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. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.
C. Pre-Arbitration Dispute Resolution
Prime Meridian is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by emailing customer support at support@getprimemeridian.com. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to Prime Meridian should be sent to 1500 South Grant Street, #4201, Denver, CO 80210, US (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or
dispute and (ii) set forth the specific relief sought. If Prime Meridian and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Prime Meridian may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Prime Meridian or you will not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Prime Meridian is entitled.
D. Arbitration Procedures
Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Consumer Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, https://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA’s consumer arbitration page, https://www.adr.org/consumer. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms of Service as a court would. All issues are for the arbitrator to decide,
including issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under these Terms of Service and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.
Unless Prime Meridian and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination will be made by AAA. If your claim is for $10,000 or less, Prime Meridian agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.
E. Costs of Arbitration
Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. To the extent any Arbitration Fees are not specifically allocated to either Prime Meridian or you under the AAA Rules, Prime Meridian and you shall split them equally; provided that if you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of such Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of any Arbitration Fees, Prime Meridian will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, Prime Meridian will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys’ fees will be governed by the AAA Rules.
F. Confidentiality
All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.
G. Severability
If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement will be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement will be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims
for public injunctive relief. The remainder of these Terms of Service will continue to apply.
H. Future Changes to Arbitration Agreement
Notwithstanding any provision in these Terms of Service to the contrary, Prime Meridian agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Service, you may reject any such change by sending Prime Meridian written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms of Service (or accepted any subsequent changes to these Terms of Service).
Termination
You agree that Prime Meridian, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Service and remove and discard any content within the Service, for any reason, including for lack of use or if Prime Meridian believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Service. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of the Service may be referred to
appropriate law enforcement authorities. Prime Meridian may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of these Terms of Service may be effected without prior notice, and acknowledge and agree that Prime Meridian may immediately deactivate or delete your account and all related information and files in your account and/or bar any
further access to such files or the Service. Further, you agree that Prime Meridian and Prime Meridian Affiliates will not be liable to you or any third party for any termination of your access to the Service.
User Disputes
You agree that you are solely responsible for your interactions with any other user in connection with the Service, and Prime Meridian and Prime Meridian Affiliates will have no liability or responsibility with respect thereto. Prime Meridian reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of the Service.
General
These Terms of Service (together with the terms incorporated by reference herein) constitute the entire agreement between you and Prime Meridian governing your access and use of the Service, and supersede any prior agreements between you and Prime Meridian with respect to the Service. You also may be subject to additional terms and conditions that may apply when you use Third-Party Services, third-party content or third-party software. These Terms of Service will be governed by the laws of the State of California without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth above, you and Prime Meridian submit to the personal and exclusive jurisdiction of the state and federal courts located within San Francisco, California. The failure of Prime Meridian to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision. If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms of Service remain in full force and effect. You agree that regardless of any Law to the contrary, any claim or cause of action arising out of or related to use of the Service or these Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of these Terms of Service and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms of Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign these Terms of Service without the prior written consent of Prime Meridian, but Prime Meridian may assign or transfer these Terms of Service, in whole or in part, without restriction. The section titles in these Terms of Service are for convenience only and have no legal or contractual effect. As used in these Terms of Service, the words “include” and “including,” and variations thereof, will not be deemed to be terms of limitation, but rather will be deemed to be followed by the words “without limitation.” Notices to you may be made via either email or regular mail. The Service may also provide notices to you of changes to these Terms of Service or other matters by displaying notices or links to notices generally on the Service. Prime Meridian will not be in default hereunder by reason of any failure or delay in the performance of its obligations where such failure or delay is due to civil disturbances, riot, epidemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or unavailability of electrical power, network access or equipment, or any other circumstances or causes beyond Prime Meridian’s reasonable control.
For purposes of this Agreement, "Tax" or "Taxes" includes any and all present or future taxes, charges, fees, levies or other assessments, including, without limitation, income, telecommunications, value-added, goods and services tax or similar taxes, stamp tax, gross receipts, excise, real or personal property, sales, withholding, social security, occupation, use, severance, environmental, license, net worth, payroll, employment, franchise, transfer and recording taxes, fees and charges, and any other tax, imposed by any domestic or foreign taxing authority. You are responsible and liable for any applicable Taxes that arise from or as a result of your use of the Services, and we specifically disclaim any obligation or liability for the determination, calculation, collection, payment or remittance of any such Taxes.