Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") govern your access to and use of Primescript, the agentic markdown editor for researchers operated by Primescript Research Software Inc. ("Primescript", "we", "us", "our"). By creating an account, accessing the application, or using any Primescript service, you agree to be bound by these Terms and our referenced policies (such as our Privacy Policy). If you are using Primescript on behalf of an organization, you represent that you have authority to accept these Terms on its behalf. If you do not agree with these Terms, you must not use Primescript.

2. Service Overview

Primescript provides a collaborative markdown environment tailored for academic research, study, and scholarly collaboration. The service pairs an offline-capable client application with secure, encrypted cloud synchronization powered by our backend infrastructure. Documents persist locally on your device and are synchronized across your approved devices to keep research teams aligned in real time. Our integrated AI-driven features help you search and surface relevant sources, review grammar and style, transform text, and capture lecture notes without interrupting your writing flow. We are committed to delivering a high-quality, reliable service to support your research.

3. Eligibility and Permitted Use

You must be at least 18 years old to use Primescript. If you are under the age of majority in British Columbia (19 years old), you represent that you are using Primescript under the supervision of your educational institution or with parental consent for academic purposes. The service is intended for use by adults engaged in academic, educational, or research-focused collaboration, including commercial organizations and independent consultants carrying out those activities. You may not use Primescript if you are barred from receiving services under the laws of your jurisdiction or if your account has been previously terminated or suspended by us for violation of these Terms. By accepting these Terms, you affirm that you meet these requirements and are otherwise legally eligible to enter this agreement.

4. Account Registration and Security

When creating an account, you agree to provide accurate, current information. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. If you suspect any unauthorized access or account breach, notify us immediately at friends@primescript.com. We may request additional verification of your identity or account ownership if we detect risk factors or unusual activity. Primescript reserves the right to suspend or disable any account that appears compromised or is used in violation of these Terms.

5. User Content Ownership and License

Your Content: You retain all rights to the research notes, documents, datasets, and any other content you create, upload, or otherwise make available through Primescript ("User Content"). Primescript does not claim ownership of your User Content. You are responsible for ensuring you have the necessary rights or permissions to share any User Content (especially if it includes third-party material) with collaborators on the platform.

License to Primescript: In order to operate and improve the service, you grant Primescript a limited, non-exclusive, worldwide, royalty-free license to host, reproduce, process, transmit, and display your User Content solely for the purpose of providing the Primescript services and features you request (for example, to sync your documents to your devices or enable AI analysis at your direction). This license is revocable and ends when you delete the content from the service.

When you delete a project, it moves to your Trash, where you can restore it yourself for 30 days; after 30 days it and all of its contents (documents, notes, comments, images, recordings, and synchronization history) are permanently purged from our systems. Deleted comments are removed permanently right away, and deleted notes are purged after the same 30-day window. Residual copies may remain in our automated backup systems for up to a further 30 days as part of routine disaster recovery practices, after which they are permanently erased. We cannot recover content once it has been purged, except where we are required by law to retain data for a longer period.

We do not sell your User Content to third parties. We do not use your private content to train our AI models without your explicit opt-in consent. You may export or delete your documents at any time using provided features.

6. Collaboration and Data Handling

Primescript synchronizes document updates across devices through encrypted operational transforms and event streams. Document data and change logs are encrypted in transit and at rest in our systems. We store synchronization metadata and events only as needed to ensure real-time collaboration, conflict resolution, and recovery of changes in case of device failure.

Canadian Privacy Compliance: We comply with the Personal Information Protection and Electronic Documents Act (PIPEDA) and applicable provincial privacy legislation. For transparency, we disclose that:

• (a) your documents are available offline through local-first storage while encrypted Yjs synchronization events are retained in our infrastructure to enable secure real-time sync;
• (b) synchronization data on our servers is encrypted to protect your work;
• (c) we do not analyze or data-mine your User Content for advertising or unrelated analytics;
• (d) when the application encounters an error, an automatic technical report is sent to our error-monitoring provider so we can find and fix the defect (these reports are configured without session replay and without personal information by default, as described in our Privacy Policy); and
• (e) beyond such error reports, participation in any research or telemetry programs is opt-in (we will not collect additional usage data without your consent).

Prohibited Data Types: Primescript is not designed to handle regulated or highly sensitive personal data. You must not use the service to store or share:

• Protected health information (such as medical records, diagnoses, or treatment information subject to health privacy laws)
• Financial account credentials or numbers (such as credit card numbers, bank account details, or payment credentials)
• Government-issued identification numbers (such as Social Insurance Numbers, passport numbers, or driver's license numbers)
• Export-controlled technical data subject to Canadian or international trade restrictions

You are responsible for ensuring that you and your collaborators comply with this restriction. Uploading or sharing sensitive personal data violates these Terms and may result in suspension or termination of your account.

Academic and Institutional Policies: When collaborating or sharing content, you are responsible for complying with your institution's academic integrity and data handling policies. Primescript provides tools for scholarship and research, but we rely on you to use them in an ethical and lawful manner. For example, if your university prohibits sharing exam answers or plagiarism, using Primescript to collaborate on such content would violate both those policies and these Terms.

Backup and Redundancy: Primescript maintains automated daily backups of active user documents and synchronization data on a rolling 30-day basis. If a server failure or data loss incident occurs on our side, we will restore your content from the most recent backup at no charge.

User Backup Tools: You can export your documents as PDF from the editor at any time, and you may request a complete copy of your data by contacting friends@primescript.com. We recommend regularly exporting critical research.

Backup Notification: If our backup systems fail or backups become unavailable for more than 72 hours, we will make reasonable efforts to notify you through email and in-app alerts.

7. Acceptable Use Policy and Prohibited Conduct

You agree to use Primescript only for lawful academic and educational purposes, and to refrain from misusing the service. You may not, and you may not allow any other person to:

• Break the Law or Violate Rights: Use Primescript in a manner that violates any applicable law or regulation, or that infringes the rights of any person or entity. This includes uploading or sharing any content that you do not have the right to use (for example, copyrighted material without permission), or content that violates privacy or data protection laws.
• Malicious or Deceptive Activities: Engage in unlawful, fraudulent, or deceptive activities. This includes distributing spam, malware, viruses, or engaging in phishing, impersonation, or pyramid schemes through the service. You must not use Primescript to transmit any harmful code or to attempt to trick or defraud others.
• Criminal or Violent Conduct: Share or facilitate material that plans or encourages criminal activities. You may not use the service to solicit, coordinate, or incite violence, terrorism, human trafficking, exploitation of anyone, the trade of weapons or illicit substances, or any other conduct that is unlawful and harmful.
• Hateful or Harassing Content: Use Primescript to target or harass individuals or groups. Do not create or distribute content that is hateful, derogatory, or abusive toward others on the basis of race, ethnicity, national origin, religion, sex, gender, sexual orientation, disability, or any other characteristic. Similarly, you must not use the service to bully, stalk, or intimidate anyone, nor to share sexually explicit or pornographic material, or anything that exploits or endangers minors.
• Sensitive Personal Data: Use the service to store or share sensitive personal data as defined in Section 6. Such content is prohibited on the platform.
• Platform Integrity Violations: Attempt to reverse engineer, probe, or disrupt the Primescript platform. You must not interfere with or circumvent any security features, access controls, rate limits, or resource usage limits. This includes not attempting to access other users' content without authorization, not using bots or scripts to unduly burden the service, and not introducing any backdoor or exploit.
• Misrepresentation and Unfair Use: Misrepresent your identity or affiliations while using Primescript, or misrepresent the nature of the service. You may not imply that Primescript or its AI features are officially providing professional advice (for example, you cannot represent content generated by Primescript's AI as certified legal counsel or medical guidance from Primescript). Likewise, do not use Primescript's name, logo, or brand in a way that confuses others about our relationship or endorsement of your activities.
• Unauthorized Commercial Use: Use the service for commercial purposes unrelated to academic or educational collaboration without our permission. (Primescript is meant for research and learning, not for running a business or providing paid services to third parties via our platform, unless expressly authorized.)

Enforcement: We may remove or disable access to content, or suspend accounts, when:

• Content clearly violates the prohibited conduct listed above
• We receive a valid legal notice or court order
• Content poses an immediate security risk to our systems or other users
• We receive credible reports of Terms violations and, after review, determine a violation has occurred

8. AI and Automation Features - User Responsibilities

Primescript includes optional AI-assisted features that can suggest text, review grammar and style, transform selected passages, generate lecture notes, and surface relevant sources. By using these features, you acknowledge and agree that:

• Human Oversight Required: You are solely responsible for reviewing and vetting AI-generated suggestions or content. Primescript's AI may provide useful drafts or insights, but it is your responsibility to confirm their accuracy, completeness, and appropriateness. You must ensure that any AI-provided material you incorporate into your work complies with academic integrity standards (for example, to avoid plagiarism or misinformation).
• No Regulated Data via AI: You will not use AI features to process the sensitive personal data prohibited in Section 6 (for example, medical records or government-issued identification numbers).
• Similarity of Outputs: AI suggestions are generated from patterns in large datasets, so similar prompts could yield similar outputs for different users. You should not assume any AI output is unique to you. Use proper citations and editing to make any AI-assisted content original and compliant with your needs.
• Your Data Not Used to Train Models (Opt-out by Default): By default, Primescript will not use your private research libraries, drafts, or notes to train our AI models in accordance with PIPEDA and Canadian privacy principles. If we offer an opt-in program to improve the AI using user data, we will only include your content if you give explicit consent.
• Third-Party Processing: When you enable an AI feature, a third-party AI provider (under contract with us) might temporarily process your prompts and the AI's output to deliver the result. We require these providers to keep your data confidential and not to use it for their own purposes, including training their models. Where the provider supports it, we delete your data from the provider immediately after processing (for example, audio and transcripts are removed from our transcription provider once your transcript is returned). The providers we use, and what each receives, are listed in our Privacy Policy.

(In short, treat the AI as a helpful assistant, not an infallible expert. Always double-check its work.)

9. Third-Party Services and Integrations

Primescript may offer you the ability to connect or integrate with third-party services - for example, linking to reference managers, importing data from institutional repositories, or using an external AI tool. If you choose to enable any third-party integration:

• Third-Party Terms Apply: Your use of any third-party service is governed by that third party's own terms of service and privacy policy, not just by Primescript's Terms. It is your responsibility to review those terms and decide if you are comfortable using the integration.
• No Control or Endorsement: Primescript does not endorse or assume responsibility for third-party services. We do not guarantee they will function correctly within our platform, and their content or practices are outside of our control. Any use of a third-party integration is at your own risk.
• Limited Data Sharing: By enabling an integration, you authorize Primescript to share the minimum necessary data with the third-party service to operate the integration. (For example, if a citation manager needs article titles from your library, we may send those titles, but not your entire document.) We will not disclose your User Content or personal information to a third party without your consent beyond what is necessary for the integration's function.
• Security and Disconnection: We take care in selecting integration partners, but we cannot guarantee their security. You should understand what data an integration accesses. You can disconnect third-party integrations at any time. If you suspect an integration is misusing data or causing a security issue, disable it and notify us.

10. Suspension and Termination

By You: You may stop using Primescript at any time. To permanently delete your account, open your profile in the app and choose Delete account: after re-verifying your identity with a one-time email code, the deletion is scheduled with a 72-hour grace period during which you can cancel it from the same place. You may also email friends@primescript.com to request deletion. We handle account deletion requests in accordance with our data retention policies, PIPEDA, and applicable Canadian law.

By Us: Primescript may suspend or terminate your access (or the access of any authorized collaborator) if we determine that:

• You have violated these Terms (for example, engaging in prohibited conduct from Section 7).
• Your use of the service poses a security risk to us or other users.
• We are required to do so by law or court order (for instance, if a user has been using Primescript for illegal activities and authorities direct us to revoke access).

We will make reasonable efforts to notify you of any suspension or termination, usually via the email associated with your account, and inform you of the reason. Where appropriate and lawful, we may provide an opportunity for you to discuss or remedy the issue before final termination. However, in severe cases (like evident criminal misuse or serious security threats), suspension or termination may be immediate without prior notice.

Upon termination of your account, your access to the Primescript application and content in your workspace will be disabled. Your User Content is removed from active systems, though it may persist in automated backups for up to 30 days (or longer if required by law) before being permanently deleted. Beyond the restoration commitments described in Section 6, you remain responsible for maintaining your own copies of important data. If your account is terminated for violation of Terms, you will not be entitled to any refunds or compensation for any unused portion of services or subscriptions (if applicable).

11. Service Reliability and Support

We monitor Primescript's infrastructure and security posture continuously and invest in tooling, operational runbooks, and human review to keep your research accessible. When an incident occurs, we will communicate promptly through in-app notices or email and provide regular updates until it is resolved.

Our support team responds to user reports as quickly as possible, prioritizing issues that impact document availability, collaboration, or data integrity. You can reach us at friends@primescript.com for any availability or reliability concern.

12. Limitation of Liability

General Limitations: To the maximum extent permitted by law, Primescript and its affiliates, officers, directors, employees, agents, and suppliers shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenues, business opportunities, goodwill, or data, even if we have been advised of such damages. This applies to all causes of action in contract, tort (including negligence), strict liability, or otherwise.

Our Data Restoration Commitment: If you experience data loss due to a failure in our infrastructure or operations, our sole obligation is to restore your content from our most recent successful backup at no charge, as described in Section 6 (Backup and Redundancy). This restoration commitment represents our complete liability for data loss attributable to our systems.

Your Backup Responsibility: You remain responsible for maintaining independent backups of critical research using our export tools or other methods. Backup and redundancy on our end does not eliminate your responsibility to protect irreplaceable work.

Jurisdictional Variations: Some jurisdictions prohibit limiting liability for certain damages. If applicable law prevents any limitation above, that specific limitation will not apply to you, but all other limitations remain in effect to the maximum extent permitted.

Fundamental Bargain: These liability limitations are essential to providing Primescript at minimal or no cost. By using the service, you acknowledge these limitations are reasonable given the service's nature and pricing.

13. Indemnification

You agree to indemnify, defend, and hold harmless Primescript, its parent company, affiliates, and their respective officers, directors, employees, and agents from and against any and all third-party claims, losses, liabilities, damages, expenses, and costs (including reasonable attorneys' fees) arising out of or related to:

• Your Violation of Laws or Terms: Your use of the service in violation of these Terms or of any law or regulation (for example, if you use Primescript to unlawfully share someone's copyrighted work and we get sued, or you engage in harassment of another user in breach of Section 7).
• Your User Content: Any claim that your User Content (notes, uploads, data, or other material you provide) infringes someone's intellectual property rights, violates privacy rights, or otherwise causes harm to a third party.
• Your Misuse of the Service: Any other actions by you or under your account that result in damage to Primescript or others, such as attempts to hack the platform, introduce viruses, or misuse integrations.

Primescript reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (in which case you agree to cooperate with our defense of that claim). This indemnity obligation will survive any termination or expiration of your account or these Terms.

14. Governing Law and Dispute Resolution

Governing Law: These Terms and any dispute arising out of or in connection with them or the Primescript service will be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to conflict of law principles.

Where federal and provincial laws overlap, this agreement is governed by the Personal Information Protection and Electronic Documents Act (PIPEDA) at the federal level and British Columbia's Personal Information Protection Act (PIPA) at the provincial level. In cases where both apply, we comply with the law that provides greater privacy protection to you.

British Columbia Consumer Protection: British Columbia's Business Practices and Consumer Protection Act (BPCPA) limits the use of mandatory arbitration clauses and class action waivers in consumer contracts. We do not include or rely on such provisions for users covered by the BPCPA. Disputes involving consumers may be resolved through the courts or applicable tribunals in British Columbia.

As a British Columbia company, we embrace these consumer protections and will work in good faith to resolve issues directly with you. If a dispute remains unresolved, the parties may pursue remedies through the courts of British Columbia.

Informal Dispute Resolution: Before pursuing any legal action, you agree to contact us at friends@primescript.com to resolve the issue informally. We commit to good-faith resolution efforts within 30 days of receiving your dispute notice. This requirement applies to all users, whether consumer or commercial.

Consent to Jurisdiction: If a matter proceeds to court, both you and Primescript consent to the personal jurisdiction of the courts of British Columbia, including the BC Supreme Court.

15. Changes to These Terms

We may update or revise these Terms from time to time to accommodate new features, legal requirements, or changes in our business practices. When we make material changes, we will provide you with reasonable advance notice, such as via the email associated with your account or a prominent notice within the app. The notice will designate a new effective date for the updated Terms. It is your responsibility to review any updated Terms. If you continue to use Primescript after updated Terms take effect, that continued use constitutes your acceptance of the revised Terms. Each version of this agreement will have a distinct version number and effective date for reference. If you do not agree to the changes, you must stop using the service and may request deletion of your account as described above.

16. Contact and Questions

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

Email: friends@primescript.com

Mail:
Primescript Research Software Inc.
329 Howe St, Unit #308
Vancouver, BC V6C 3N2
Canada

We value transparency and user trust. Primescript's team regularly reviews community feedback, including questions about privacy, data usage, and security. Your input helps us improve the service. If something in these Terms is unclear, let us know - we truly want Primescript to remain a trusted environment for your scholarship and collaboration.

17. Miscellaneous

Severability: If any provision of these Terms is held to be invalid or unenforceable by a court or arbitrator of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the remaining provisions of these Terms will remain in full force and effect.

No Waiver: Primescript's failure to enforce any right or provision of these Terms immediately is not a waiver of our right to do so later. Any waiver of any provision of these Terms will be effective only if in writing and signed by an authorized representative of Primescript.

Assignment: You may not assign or transfer these Terms or your rights or obligations under them, in whole or in part, to any other person or entity without our prior written consent. Primescript may assign these Terms (in whole or in part) as part of a merger, acquisition, reorganization, or sale of assets, or by operation of law or otherwise, and you hereby consent to such assignment. These Terms will bind and inure to the benefit of the parties, their successors, and permitted assigns.

Entire Agreement: These Terms, along with our Privacy Policy and any other guidelines or policies we expressly incorporate by reference, constitute the entire agreement between you and Primescript regarding the service. They supersede any prior agreements, communications, and understandings (whether oral or written) concerning the subject matter.

No Third-Party Beneficiaries: These Terms are solely for the benefit of you and Primescript. Except as expressly provided in these Terms, no third party has any rights to enforce or benefit from any term of this agreement.

End of Terms of Service (Version 1.0)

Feedback Welcome: These Terms aim to be fair, clear, and protective of both parties. If any provision is confusing or seems unreasonable, email us at friends@primescript.com. We're committed to continuous improvement and genuinely want your input.