Terms of Service

  1. Agreement
    1. These Terms of Service (“Terms”) apply to all subscriptions for Presspoint hosted software as a service (SaaS) solutions and any other related services that we may provide to you when you accept these terms as set forth in any online or printed order form (as defined below). By accepting these Terms you are entering into an agreement with Presspoint, LLC an Oregon limited liability company (“Company”) to provide services to you (“You”). That agreement is comprised of these Terms, the Order to which they are attached or by which they are referenced, the SLA and AUP, which are referenced herein, and any other terms, exhibits, schedules, or addenda which are referenced by any of the preceding (collectively the “Agreement”). The Agreement sets forth the exclusive terms and conditions between the Parties and supersedes all previous proposals, agreements, negotiations, and other written or oral communications between the Parties with respect to the Services provided hereunder. If you are entering into this Agreement on behalf of a company or other entity,or other entity, you hereby represent and warrant that you are the employee or agent of such company or entity and that you have the authority to enter into this Agreement on behalf of the company or entity. By using the Services, you acknowledge and agree that you have read all of the terms and conditions set forth below, understand all of the terms and conditions of this Agreement, and agree to be bound by them. If you do not agree to any of the terms or conditions of this agreement, Company is unwilling to provide the Services (as defined below) to you.
    2.  We may update these Terms of Service from time to time at our sole discretion; the current version may be found online at https://presspointcrm.com. In the event of any material change, we will provide you with written notice. Your continued use of the Services following such updates constitutes your acceptance of the same. If you do not agree to the terms of any modification, you may terminate the Agreement in accordance with the Termination section below.
  2. Definitions
    1. “Agreement” has the meaning provided in Section 1(a).
    2. “AUP” means the Acceptable Use Policy located on our website as it may be updated by us from time to time.
    3. “Authorized User” means a user whom you have authorized to access and manage your account through the User Portal.
    4. “Beta Services” means any services which are clearly and conspicuously designated by us as Beta Services. Beta Services may be in early stages of testing or development, are not recommended for production use, and are subject to additional disclaimers and limitations as described in the Agreement.
    5. “Confidential Information” means information disclosed by one Party to the other, directly or indirectly, in writing, orally, or by inspection of tangible objects, that should be reasonably understood to be confidential by its particular identification or designation, the circumstances of its disclosure, or the nature of the information itself. Confidential Information does not include information which, at such time: (i) is generally known or available to the public without breach of the Agreement by the receiving Party; (ii) is rightfully disclosed to the receiving Party without restriction as to further use or disclosure; or (iii) is independently developed by the receiving Party without use of or reference to the disclosing Party’s Confidential Information, as shown by documents and other competent evidence in the receiving Party’s possession. Confidential Information is and shall remain the property of the disclosing Party (or its licensors, as applicable), and no rights are granted to the Confidential Information other than those rights expressly granted in the Agreement.
    6. “Customer,” “Client,” “You,” or “Your” means the entity entering into this Agreement with Presspoint, LLC upon the actions taken by its authorized representative.
    7. “Customer Content” means the text files, images, photos, videos, sounds, or other materials, works of authorship, recorded actions, or stored data in the database belonging to you or your end users that you cause to be stored within the Services, excluding Customer Data.
    8. “Customer Data” means the information about you or your Authorized Users which is required by us in order to provide the Services to you.
    9. “Effective Date” means the date your account is activated.
    10. “Initial Term” means the term stated in the Order.
    11. “Order” means the order form or online transaction which describes the Services and incorporates these Terms of Service.
    12. “Party” means either Customer or Presspoint, LLC; “Parties” means both Customer and Presspoint, LLC.
    13.  “Renewal Term” means any successive term after the Initial Term.
    14. “Service” or “Services” means the hosting, support, and any of the set of SaaS solutions that are developed, operated, and maintained by Presspoint, LLC. The definition of Services does not include any separate Professional Services (as defined below) that may be purchased by You from Presspoint, LLC.
    15. “Materials” means any documentation, user guides, or other similar materials provided by Presspoint, LLC to You in connection with Your use of the Presspoint Service.
    16. “Professional Services” means any implementation, training or other professional services provided by Presspoint, LLC to You pursuant to the terms of an Order Form.
    17. “SLA” means the Service Level Agreement located on our website as it may be updated by us from time to time.
    18. “Term” means the entirety of the Initial Term and all Renewal Terms.
    19. “Third-Party Services” means certain third-party products or services which are not sold or licensed by us but which are made available for you, in your sole discretion, to enable or integrate with the Services (e.g. third-party themes and plugins available through the website administrative area). We maintain no control over and disclaim any and all liability for Third Party Services, even where we may have provided limited support or advice to you in relation to such services. Such support and advice are provided in good faith, AS-IS and AS-AVAILABLE, and solely for your convenience.
    20. “User Portal” means the web site https://presspointcrm.com which we make available to our customers for the purpose of managing their account and the Services.
    21. “Presspoint,” “We,” “Us,” or “Our” means Presspoint, LLC., an Oregon Limited Liability Company.
  3. Services
    1. Subject to these Terms, We grant to You during the Subscription Term the non-transferable (except as permitted below), non-exclusive right to permit Your Authorized Users to access and use Our Service (and any Materials provided to You) to allow You to perform the business functions that Our Service is designed to perform, subject to the following restrictions: (i) Your use of Our Service may not be on behalf of third parties unless a separate agreement between You and Us permits use of the Our Service on behalf of Your clients (and in such case limited to use on behalf of clients for whom You have purchased access and use rights); (ii) except as expressly permitted herein or in a separate partner agreement between You and Us, You may not license, sell, rent, lease, transfer, assign, distribute, display, host, outsource otherwise commercially exploit or make Our Service or Our Materials available to any third party; (iii) You may not modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of Our Service or Our Materials, or access or use Our Service or Our Materials in order to build a similar or competitive product or service; (iv) Your use of Our Service shall conform with the restrictions set forth in the Order Form for the level of subscription purchased by You (We may monitor Your compliance with these limits and if overuse is detected, require that You upgrade to the appropriate higher subscription level); (v) Your use of the Our Service must not cause undue strain or stress on Our network through excessive API calls or other non-standard use; and (vi) Your use of Our Service must comply with the separate Acceptable Use Policy.
    2. We will provide the Services in accordance with the terms of the Agreement and the SLA. You acknowledge that we may engage third parties to provide or enable elements of the Services, provided that we are responsible to you for the performance of such third parties as if we performed the Services ourselves. You shall use the Services solely for the intended purpose in accordance with the Agreement, including the AUP, and provide us with all information, assistance, and materials reasonably required for our ongoing provision of the Services.
    3. We will provide support to you through the standard means we make available to our customers (e.g. knowledge base, email, and support tickets). Authorized Users seeking support must have a basic understanding of the systems and technology related to the Services.
    4. From time to time, we may provide replacements for certain components of the Services or cease supporting them altogether. No such replacement or end of life shall constitute a breach of the Agreement.
  4. Authorized Users
    1. You may designate no more than two (2) Authorized Users in the User Portal for the purpose of receiving support and making changes to your account. You are responsible for managing your Authorized Users and keeping them up-to-date. You authorize us to provide all applicable support and account information to your Authorized Users and to make modifications to the Services at their direction.
    2. You will require your Authorized Users to abide by the terms of the Agreement, and you acknowledge and agree that you are fully responsible for the actions and omissions of your Authorized Users and for all costs, overages, or other liabilities incurred through your account except to the sole extent that any such use or liability is the result of our breach of the Agreement. An Authorized User, within the scope of permissions granted to such user in the User Portal, may make changes to the Services, and you agree to pay any Fees associated with such changes. You shall promptly notify us in the event that you become aware of any violation of the terms of the Agreement or any unauthorized use of the accounts of you or your Authorized Users.
  5. Fees; Invoicing
    1. You agree to pay the Fees beginning on the Effective Date and according to the payment terms set out in the Order. If no payment terms are specified, Fees shall be due in full in advance, except for usage or overage fees which are invoiced monthly in arrears. If the Order sets any limit on your use of Services and that limit is exceeded, you will be responsible for the applicable overages. You agree to pay any applicable taxes (excluding taxes on our income) which we are required to collect unless you provide us with a valid tax exemption certificate. If you elect to make any payment via wire or credit transfer, then you are responsible for any applicable transfer fees. Any applicable overages, taxes, or transfer fees will be added to the Fees. Fees applicable to any Renewal Term will be at our then-current rates, provided that we have notified you of any applicable increase prior to the date by which you may opt out of the renewal. Fees are payable in the currency specified in the Order and are not refundable except as expressly stated herein.
    2. You agree to the issue and acceptance of invoices in electronic format. We will invoice you immediately upon execution of the Order and on each renewal date thereafter. Invoices will be sent to the billing contact you designate in the Order or the User Portal. If you elect to pay via credit or debit card, we will charge the provided credit or debit card immediately upon account activation and on each renewal date thereafter, up to one week prior to the due date. If you elect to pay by any other method, payments are due 10 days from your receipt of the applicable invoice.
    3. It is your responsibility to maintain accurate and up-to-date billing details and ensure the Fees are paid by the due date. If you fail to maintain accurate and up-to-date billing details, your account may be suspended until such details are provided. If you are overdue on any Fees, we may: (i) charge a late fee on the unpaid balance at the lesser of 1.5% per month or the maximum lawful rate permitted by applicable law, (ii) suspend provision of the Services, and (iii) terminate the Agreement in accordance with Section 6(b) below. You will be responsible for any charges associated with our collection efforts related to unpaid Fees.
  6. Term; Termination
    1. Unless a different Term is specified in a signed Order Form, the Initial Term of Your subscription will begin on the submission or execution of Your Order Form and shall continue until the subscription is terminated as provided for in this Section 6. Upon expiration of the Initial Term, this Agreement will renew for successive Renewal Terms, each equal to the immediately preceding term, unless one Party notifies the other in writing of its intent not to renew no later than 30 days prior to the expiration of the then-current term.
    2. You may terminate the Agreement prior to the end of the Term: (i) if we materially breach the Agreement and fail to cure such breach within 10 days of your written notice to us; (ii) if you provide us with at least 30 days’ written notice; or (iii) for any other cause stated herein. We may terminate the Agreement prior to the end of the Term: (i) if you materially breach the Agreement and fail to cure such breach within 10 days of our written notice to you; (ii) if we reasonably believe that your use of the Services endangers or negatively affects our network or systems, violates the law, or interferes with our ability to provide services to our other customers; (iii) if you abuse, harass, or threaten any of our employees; (iv) if we provide you with at least 30 days’ written notice; or (v) for any other cause stated herein.
    3. Upon termination, all Fees then due and payable must be paid in full. Contingent upon its receipt of all such Fees, we will continue to make Customer Data available to you for 30 days after the termination date. Following this 30-day grace period, we may remove Customer Data from our Service. The provisions of these Terms which by their nature are intended to survive expiration or termination, including but not limited to obligations concerning confidentiality, protection of intellectual property, indemnification and payment of unpaid Fees and expenses, shall survive any termination.
  7. Proprietary Rights
    1. Customer Data is and remains your exclusive property, and we claim no rights whatsoever to Customer Data except to the extent explicitly granted herein. For the Term of the Agreement, you hereby grant to us, our affiliates, providers of Third-Party Services, and subcontractors a non-exclusive, fully-paid, royalty-free, fully sub-licensable, transferable, worldwide license to use, modify, publicly perform, publicly display, reproduce, prepare derivative works of, and distribute Customer Data (in whole or in part) solely and strictly to the extent required to provide the Services to you under the terms of the Agreement.
    2. We and our licensors own and shall continue to own all right, title, and interest in and to the Services (including all copyrights, patents, service marks, trademarks and other intellectual property rights), in and to the Materials (including application development, business and technical methodologies, and implementation and business processes, used by Us to develop or provide the Services) and the systems and networks used to provide such Services, (including all system-generated data, performance data, modifications, improvements, upgrades, derivative works, intellectual property rights,  customizations, revisions, modifications, future releases and any other changes relating to any of the foregoing). Except for the express rights granted herein, we do not grant any other licenses, express or implied, to any of our intellectual property including software, services, or products.
    3. You agree that We can use any suggestions, enhancement requests, feedback, recommendations or other information provided by You or any of Your Authorized Users relating to the Service or the Materials without restriction or obligation to You.
    4. We may solicit and you or your Authorized Users may provide feedback about the Services. If you or your Authorized Users provide feedback, you agree that such feedback is provided freely. Except to the limited extent such feedback contains any of your Confidential Information, we are free to use and disclose such feedback for any purpose without an accounting to you or any other person, and we shall own all right, title, and interest in and to such feedback along with any changes, modifications, or upgrades we make to our current products or services and any new products or services that we develop using the feedback you or your Authorized Users provide.
  8. Confidentiality.
    1. Each Party agrees to preserve the confidential nature of the other Party’s Confidential Information by retaining and using the Confidential Information in trust and confidence, solely for its use as permitted and in connection with the Agreement, and by using the same degree of protection that it uses to protect its own similar confidential information, which in no event shall be less than reasonable care. Notwithstanding the foregoing, either Party may disclose the other Party’s Confidential Information to the limited extent such disclosure is required by law, legal process, or court order, including any requirement under applicable data privacy regulations that a notice of data breach be given to a supervisory authority or regulatory agency. Information disclosed for these reasons will not cease to be Confidential Information. To the extent practicable, a Party will provide prompt notice of any such required disclosure and shall cooperate with all reasonable efforts by the disclosing Party to minimize or exclude the Confidential Information from such disclosure. Upon termination or expiration of the Agreement for any reason, any license granted herein to use the Confidential Information shall terminate immediately, and each Party will either return or destroy any Confidential Information in its possession which belongs to the other Party, or it shall continue to protect the Confidential Information in accordance with the Agreement for as long as it is retained as part of that Party’s customary business practices. Notwithstanding any other terms to the contrary herein, each Party will have the right to seek an injunction in any court of competent jurisdiction to prevent a breach or threatened breach of this Section.
    2. You may use Our name and credentials in an appropriate and acceptable manner for Your standard marketing promotions, provided that You agree to cease or alter such use at Our request where such use is contrary to Our branding policies, could cause any brand confusion in the market or is otherwise objectionable to Us. Similarly, We may use Your business name in an appropriate and acceptable manner for standard marketing promotions, provided that We agree to cease or alter such use at Your request where such use is contrary to Your branding policies, could cause any brand confusion in the market or is otherwise objectionable to You. Acceptable and standard marketing promotions include, but are not limited to: client listings, press releases, surveys, interviews, reputable business publications, television, and web site presentation and promotion, etc.
  9. Security; Data Privacy
    1. We will maintain reasonable technical and operational measures (subject to our sole discretion) designed to protect our internal networks from malicious activity and provide for the security and integrity thereof. You acknowledge that we are not responsible for any loss or harm suffered by you resulting from a security incident. You are responsible for determining whether the Services meet applicable regulatory standards and otherwise comply with your own security requirements. You agree to configure your use of the Services in such a way as to maintain the security of the Services and our network (e.g. by only uploading software that has been demonstrated to be secure, installing patches, and not sharing passwords).
    2. Should we determine that our network has been accessed in an unauthorized manner, and that unauthorized access impacts your Services, we agree to notify you as soon as reasonably practicable after we have investigated the unauthorized access and fulfilled our legal obligations. Likewise, you agree to notify us should you identify unauthorized access to the Services.
    3. We will adhere to the Privacy Policy. Where applicable under the data privacy laws of the European Union and its member states, we are the data controller for the personal data belonging to you and your Authorized Users which is provided or made available to us through the User Portal. For all other personal data collected by you from your employees, customers, or end users or otherwise stored, transferred, or processed by any part of the Services, we are the data processor. Where we are the data processor, we will use such personal data only as instructed by you or required by law, and not for any other purpose. In all cases, the Parties agree to comply with the terms and obligations of the DPA throughout the term of the Agreement.
  10. Warranties.
    1. Each Party represents and warrants that (i) it has the power, authority, and legal right to enter into the Agreement and perform the obligations and grant the licenses set out herein; and (ii) it will comply with all laws and regulations applicable to its performance under the Agreement.
  11. Indemnification.
    1. You agree to indemnify, defend, and hold harmless Presspoint, LLC; its affiliates, subsidiaries, and vendors; and their respective officers, directors, agents, and employees from and against any and all liabilities, obligations, losses, damages, penalties, fines, amounts in interest, and other expenses (including reasonable attorney fees) in connection with a claim or demand brought by a third party related to your violation of the AUP. We reserve the right to control the defense of any indemnified matter under this Section and approve any proposed settlement. You will pay us the amounts due under this Section as they are incurred.
  12. Limitations
    1. Although we may perform regular backups of Customer Data (as described in the Order), we do not guarantee there will be no loss or corruption of data. Corrupt or invalid backup points may be caused by, among other things, content that is corrupted prior to being backed up or that changes during the time a backup is performed. We will provide support to you and attempt to troubleshoot any known or discovered issues that may affect your backups, but you acknowledge that we have no liability related to the integrity of your backups or the failure to successfully restore your content to a usable state. You agree to maintain a complete and accurate copy of any Customer Content in a location independent of the Services.
    2. EXCEPT AS EXPRESSLY PROVIDED IN THE AGREEMENT, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND PRESSPOINT, LLC AND ITS LICENSORS SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, UNINTERRUPTED OR ERROR FREE SERVICE, AVAILABILITY, ACCURACY, AND ANY AND ALL IMPLIED WARRANTIES ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PEFORMANCE, OR USAGE OF TRADE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. OTHER THAN AS EXPRESSLY SET OUT IN THE AGREEMENT, THE SERVICES ARE PROVIDED AS-IS, AS AVAILABLE, AND WITH ALL FAULTS.
    3. IN NO EVENT SHALL OUR LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT FOR ANY REASON (INCLUDING, BUT NOT LIMITED TO, CONTRACT, TORT, OR ANY OTHER THEORY OF LIABILITY) EXCEED IN THE AGGREGATE THE AMOUNT OF FEES PAID OR OWED BY YOU TO US FOR THE SERVICES IN THE 3 MONTHS PRECEDING THE CLAIM.
    4. IN NO EVENT SHALL WE OR OUR LICENSORS HAVE ANY LIABILITY FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, NOR ANY COVER OR LOST PROFITS, HOWEVER CAUSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE AGREEMENT WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
    5. THE SLA SETS OUT YOUR SOLE REMEDIES FOR DOWNTIME, UNAVAILABILITY, OR OTHER SLA FAILURES.
    6. The limitations in this Section 12 do not apply to the extent prohibited by applicable law or to your payment obligations for Services provided.
  13. General Provisions
    1. Assignment. Neither Party may assign the Agreement, in whole or in part, without the other Party’s prior written consent except in connection with a merger, reorganization, sale of assets or similar transaction. In case of the latter, the assigning Party will provide notice as soon as reasonably practicable and without undue delay. Any purported assignment in violation of this Section shall be null and void. The Agreement shall be binding on all permitted successors and assigns.
    2. Force Majeure. We shall not be deemed to be in default of the Agreement, or to have breached any of its provisions, as a result of a delay, failure in performance, or interruption in the Services which result, either directly or indirectly, from any circumstances beyond our reasonable control including acts of god, acts of civil or military authority, civil disturbance, war, strikes, fire, laws, regulations, governmental acts, third-party network unavailability, and/or failure of telecommunication facilities.
    3. Governing Law and Venue. The Agreement is governed by the laws of the State of Oregon, without regard to its choice of law statutes. Any disputes must be brought in the state or federal courts located in Multnomah County, Oregon. No claim may be brought as a class or collective action and you may not actively assert a claim arising out of the Agreement as a member of a class or collective action. The United Nations Convention on the International Sale of Goods shall not govern the Agreement. EACH PARTY WAIVES ANY RIGHT TO JURY TRIAL IN CONNECTION WITH ANY ACTION OR LITIGATION IN ANY WAY RISING OUT OF, OR RELATED TO, THE AGREEMENT.
    4. Notices. Except as otherwise required herein, notices shall be effective when delivered, as indicated by a delivery receipt, or, in the case of notices delivered by post, 5 business days after being mailed to the designated address by first class mail. Notices to you shall be made to the address recorded in the User Portal or via electronic mail to an Authorized User. Notices to us should be delivered to: ______, ATTN: Legal Department.
    5. Severability. Any provision in the Agreement that is held to be illegal or unenforceable in any jurisdiction shall be effective only up to the extent of such illegality or unenforceability, if possible, and shall not invalidate the remaining provisions of the paragraph or the Agreement. To the largest extent possible, the illegal or unenforceable provision shall be restated to reflect the Parties’ intent.
    6. Survival. Any provision of the Agreement that contemplates performance or observance subsequent to termination or expiration of the Agreement (including, without limitation, confidentiality, limitation of liability, and indemnification) survive termination or expiration and continue in full force and effect.
    7. Third-Party Beneficiaries; Relationships. There are no third-party beneficiaries to the Agreement. Nothing contained in the Agreement shall be deemed or construed as creating a joint venture or partnership between the Parties hereto. No Party is by virtue of the Agreement authorized as an agent, employee, or legal representative of any other Party. Neither Party has the authority to make any representations, claims, or warranties of any kind on behalf of the other Party, nor on behalf of that Party’s affiliates, agents, subcontractors, licensors, or third-party suppliers.
    8. Waiver. If one Party fails to exercise, or delays exercising, any right, remedy or power set out in the Agreement, this shall not operate as a waiver of that right, remedy or power, whether under the Agreement or at law or equity.
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