1. Definitions
Client
Any individual, business entity, or organization that engages Prime Discounts LLC for professional services.
Prime Discounts LLC
The service provider delivering consulting, digital services, platform development, strategic support, and related business solutions.
Services
The specific work, scope, or activities agreed upon in a written proposal, order form, or service agreement accepted by the Client.
Work Product
All materials, reports, digital assets, recommendations, documentation, or outputs created by Prime Discounts LLC in connection with the Services.
2. Scope of Engagement
2.1. The Client appoints Prime Discounts LLC to perform the Services described in the applicable proposal, agreement, or invoice.
2.2. Prime Discounts LLC will perform Services in a commercially reasonable manner, using professional skill and care consistent with industry standards.
2.3. Any services not expressly stated in the agreed scope are excluded unless added through a written amendment.
3. Fees & Payment Terms
3.1. Fees, billing schedules, and payment methods are outlined in the applicable agreement or invoice and must be paid in accordance with stated terms.
3.2. Prime Discounts LLC may require advance payments, deposits, or staged payments prior to the commencement or continuation of Services.
3.3. Requests for additional work, changes in scope, or expedited delivery may result in revised fees and require written approval before execution.
4. Timelines & Dependencies
4.1. Any delivery dates provided are estimates only and depend on timely cooperation, approvals, and materials from the Client.
4.2. Prime Discounts LLC is not responsible for delays caused by third parties, force majeure events, or Client-related dependencies.
5. Client Review & Modifications
5.1. The Client may request revisions within the limits defined in the agreed scope of Services.
5.2. Requests exceeding the original scope may be billed separately and are subject to revised timelines and fees.
6. Intellectual Property & Usage Rights
6.1. Upon full payment of all outstanding fees, the Client is granted ownership of the finalized Work Product, excluding any proprietary systems, tools, frameworks, or methodologies owned by Prime Discounts LLC.
6.2. Prime Discounts LLC retains the right to reference non-confidential aspects of completed work for portfolio, compliance, or marketing purposes unless restricted by written agreement.
7. Confidentiality & Data Protection
7.1. Both parties agree to protect confidential, proprietary, or non-public information obtained during the course of the engagement.
7.2. Prime Discounts LLC will not disclose Client data except as required to perform Services, comply with legal obligations, or meet payment processor or regulatory requirements.
8. Termination of Services
8.1. Either party may terminate Services with written notice. The Client remains responsible for all fees incurred for Services performed up to the termination date.
8.2. Fees designated as non-refundable, including third-party costs and completed milestones, remain payable upon termination.
8.3. Upon termination and settlement of outstanding balances, completed Work Product to date will be made available to the Client.
9. Limitation of Liability & Indemnification
9.1. Prime Discounts LLC does not guarantee specific financial, operational, or commercial outcomes resulting from the use of its Services or Work Product.
9.2. To the maximum extent permitted by law, Prime Discounts LLC shall not be liable for indirect, incidental, consequential, or special damages.
9.3. The Client agrees to indemnify and hold harmless Prime Discounts LLC from claims, losses, disputes, or liabilities arising from the Client’s use of the Services or Work Product.
10. Compliance, Disputes & Chargebacks
10.1. The Client agrees to contact Prime Discounts LLC directly to resolve billing concerns prior to initiating any chargeback or payment dispute.
10.2. Unauthorized or bad-faith chargebacks may result in immediate service suspension, account termination, and evidence submission to payment processors.
10.3. Prime Discounts LLC maintains transaction records, service logs, and communications to support dispute resolution in compliance with card network rules.
11. Governing Law & Jurisdiction
11.1. These Terms are governed by the laws of the United States.
11.2. Any disputes arising under these Terms shall be resolved exclusively in a court of competent jurisdiction within the United States.
