Terms of Service
This agreement governs your access to and use of our services located at www.prezent.ai (“site”) and apply to all users and members visiting the site. by accepting this agreement, either by signing this agreement, clicking a box indicating your acceptance, executing an order form that references this agreement, accessing or using the site in any way, or registering for an account, you agree to the terms of this agreement. if you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these terms and conditions, in which case the terms “you” or “your” shall refer to such entity and its affiliates. if you do not have such authority, or if you do not agree with these terms and conditions, you must not accept this agreement and may not use the services. this agreement is effective between you and us as of the date of you accepting this agreement.
1. Definitions
Affiliates
Means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity.
Control
For purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
Your Content
Means electronic data, content, files, documents and information submitted by or for You or Your Members to the Services.
Documentation
Means the help pages or other end user documentation provided by Prezent to describe the functionality of the Services or how to use the Services.
Malicious Code
Means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.
Order form
Means an ordering document specifying the Services to be provided hereunder that is entered into between You or one of Your Affiliates, as one party, and Prezent or one of Prezent’s Affiliates, as the other party, and that references this Agreement and is mutually executed by the parties, including any addenda and supplements thereto.
Services
means the products and services that are ordered by You under an Order Form, whether through paid subscriptions or free trials. Services may include Prezent’s packaged professional services if specified on the applicable Order Form. Services may include Prezent’s packaged professional services if specified on the applicable Order Form.
Member
Means an individual who is authorized by You to use a Service and who is registered with a user ID and password to access the Service. Members may include, for example, Your employees, consultants, contractors and agents.
2. Provision of Services; Order Forms
2.1 Provision of Services
Prezent will :
(a) Make Services available to You pursuant to this Agreement and the applicable Order Forms.
(b) Provide Prezent’s applicable support for the Services to You and/or upgraded support if purchased.
2.2 Privacy and Data Security
Each party will comply with applicable laws related to privacy and security of Your Content.
2.3 Prezent’s Personnel
Prezent will be responsible for the performance of Prezent’s personnel (including Prezent’s employees and contractors) and their compliance with Prezent’s obligations under this Agreement, except as otherwise specified herein.
2.4 Affiliates
Any Affiliate of You or Prezent will have the right to enter into an Order Form executed by such Affiliate and the other party (or its Affiliate) and this Agreement will apply to each such Order Form as if such Affiliate were a signatory to this Agreement. With respect to such Order Forms, such Affiliate becomes a party to this Agreement and references to You and/or Prezent, as applicable, in this Agreement are deemed to be references to such Affiliate. Each Order Form is a separate obligation Your entity and Prezent entity that executes such Order Form, and no other of Your entity or Prezent entity has any liability or obligation under such Order Form.
3. Use of Services
3.1 Subscriptions
Unless otherwise provided in the applicable Order Form,
(a) Your access to the Services is purchased on a subscription basis.
(b) Additional Members may be added during a subscription term at the same per Member pricing as the original subscription pricing, prorated for the portion of that subscription term remaining at the time the Members are added.
(c) The subscription for any added Members will terminate on the same date as the original subscription. You may also either increase or decrease the number of licensed Members when the subscription comes up for renewal, provided that You may decrease the number of licensed Members only upon the commencement of a renewal term by providing Prezent with written notice of such reduction at least 60 days before the commencement of such renewal term. Your use of the Services is subject to the usage limits set forth in the applicable Order Form, including limits relating to AI Presentation Agents, pre paid services credits for services such as presentation engineer, overnight services, and any other Services that are consumed on a credit-based model.
3.2 Your Responsibilities
You will :
(a) be responsible for Members’ compliance with this Agreement, Documentation and Order Forms.
(b) be responsible for the accuracy, quality and legality of Your Content and the means by which You acquired Your Content.
(c) use commercially reasonable efforts to prevent unauthorized access to or use of Services, and notify Prezent promptly of any such unauthorized access or use.
(d) use Services only in accordance with this Agreement, the Documentation, Order Forms and applicable laws and government regulations.
3.3 Usage Restrictions
You will not:
(a) make any Service available to, or use any Service for the benefit of, anyone other than You or Members, unless expressly stated otherwise in the applicable Order Form or the Documentation.
(b) sell, resell, license, sublicense, distribute, make available, rent or lease any Service, or include any Service in a service bureau or outsourcing offering.
(c) use a Service to store or transmit infringing, libelous, obscene, or otherwise unlawful, objectionable or tortious material, or to store or transmit material in violation of a third-party’s rights, including but not limited to privacy rights or intellectual property rights.
(d) use a Service to store or transmit Malicious Code.
(e) interfere with or disrupt the integrity or performance of any Service.
(f) attempt to gain unauthorized access to any Service or its related systems or networks.
(g) permit direct or indirect access to or use of any Service in a way that circumvents a contractual usage limit, or use any Service to access or use any of Prezent’s intellectual property except as permitted under this Agreement, an Order Form, or the Documentation.
(h) copy a Service or any part, feature, function or user interface thereof.
(i) frame or mirror any part of any Service, other than framing on Your own intranets or otherwise for Your own internal business purposes or as permitted in the Documentation,
(j) use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to "scrape" or download data from any web pages contained in the Prezent’s website (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from Prezent’s website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials;
(k) access any Service :
(i) if You are Prezent’s direct competitor, except with Prezent’s prior written consent,
(ii) for purposes of monitoring its availability, performance or functionality, or
(iii) in order to build a competitive product or service or to benchmark with a competitive product or service, or for any other benchmarking or competitive purposes, or (l) reverse engineer any Service (to the extent such restriction is permitted by law). Neither Prezent nor Prezent’s suppliers or licensors has any responsibility for preventing or identifying Your compliance with this Section or any liability, directly or indirectly, for any loss or damage caused by Your Content.
Any use of the Services in breach of this Agreement, Documentation or any Order Form, by You or Members that in Prezent’s judgment threatens the security, integrity or availability of Prezent’s services, may result in Prezent’s immediate suspension of the Services and/or removal of the offending Your Content; however, Prezent will use commercially reasonable efforts under the circumstances to provide You with notice and an opportunity to remedy such violation or threat prior to such suspension.
3.4 Member Conduct
As a condition of use, You agree not to use Services for any purpose that is prohibited by this Agreement or by applicable law. You shall not (and shall not permit any third party to) either:
(a) take any action or
(b) make Available any Your Content on or through Services that:
(i) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any person or entity;
(ii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, offensive, or profane, each as determined in Prezent’s sole discretion;
(iii) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail;
(iv) involves commercial activities and/or sales, such as contests, sweepstakes, barter, advertising, or pyramid schemes without Prezent’s prior written consent;
(v) impersonates any person or entity, including any employee or representative of Prezent;
(vi) interferes with or attempt to interfere with the proper functioning of the Services or uses Services in any way not expressly permitted by this Agreement; or
(vii) attempts to engage in or engage in, any potentially harmful acts that are directed against Services, including but not limited to violating or attempting to violate any security features of the Services, using manual or automated software or other means to access, "crawl" or "spider" any pages contained in Services, introducing viruses, worms, or similar harmful code into Services, or interfering or attempting to interfere with use of the Services by any other user, host or network, including by means of overloading, "flooding," "spamming," "mail bombing," or "crashing" Services.
3.5 Monitoring and Enforcement
Prezent may, but is not obligated to, monitor or review Services and Your Content at any time. Although Prezent does not generally monitor user activity occurring in connection with Services or Your Content, Prezent reserves the right to:
(a) remove or refuse to post any of Your Content for any or no reason in its sole discretion;
(b) take any action with respect to any Your Content that Prezent deem necessary or appropriate in its sole discretion, including if Prezent believe that such Your Content violates this Agreement, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Services or the public, or could create liability for Prezent;
(c) disclose Your identity or other information about You to any third party who claims that material posted by You violate their rights, including their intellectual property rights or their right to privacy;
(d) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services; and/or (e) terminate or suspend Your access to all or part of the Services.
3.6 AI Tools
If You elect to use any features or functionality that utilizes generative artificial intelligence technology (collectively, “GenAI Tools”), the use of such GenAI Tools is subject to the following terms and conditions. For purposes hereof, “Input” means any Your Content that You provide to be processed by GenAI Tools; and “Output” means any output generated and returned to You, or automatically generated and transmitted on behalf of You, by GenAI Tools based on the Input.
(a) Input and Output. Input and Output constitute Your Content hereunder. You must ensure that the Input, Output and Your use of GenAI Tools do not violate any applicable law or infringe, violate, or misappropriate any proprietary rights. You acknowledge that, due to the nature of machine learning and the technology powering GenAI Tools, Output may not be unique, and GenAI Tools may generate the same or similar output for third parties.
(b) Disclaimers. Notwithstanding anything herein, Prezent does not make any warranty as to, and will have no liability with respect to, GenAI Tools, Output, the results that may be obtained from the use of GenAI Tools or the accuracy of any information obtained through GenAI Tools, including with respect to the factual accuracy of any Output or suitability for Your use case. Use of any material and/or data obtained through the use of any GenAI Tool is at Your sole risk. You should not rely on factual assertions in Output without independently fact checking their accuracy. No information or advice, whether oral or written, obtained by You from or through GenAI Tools creates any such warranty.
3.7 Professional Services Terms
Any professional services (“Professional Services”) purchased shall be set forth in an Order Form and/or performed under a mutually agreed statement of work (“SOW”). You will reimburse Prezent for reasonable travel and lodging expenses it incurs in providing Professional Services. Professional Services shall be performed in a workmanlike manner in accordance with industry standards. Prezent and its licensors retain all intellectual property and other rights in any Professional Services deliverables, which are licensed to You for internal use by You solely in connection with its permitted use of the Services during the applicable subscription term in accordance with Section 3.1.
4. Fees and Payment
4.1 Fees
You will pay all fees specified in Order Forms. Except as otherwise specified herein or in an Order Form:
(i) fees are based on Service subscriptions purchased and not actual usage (except to the extent usage limits are exceeded as described in Section 3.2),
(ii) payment obligations are non-cancelable and fees paid are non-refundable, and
(iii) quantities purchased cannot be decreased during the relevant subscription term.
There are no refunds for any products or services purchased on or through the Services and Prezent is not obligated to provide any credits for partially used subscriptions.
4.2 Invoicing and Payment
Prezent will invoice You in advance for subscriptions and otherwise in accordance with the relevant Order Form. Subscription fees are non-refundable and shall be paid in full, regardless of actual usage, even if Your usage falls below the applicable thresholds. Unless otherwise stated in the Order Form, invoiced charges are due net 30 days from the invoice date. You are responsible for providing complete and accurate billing and contact information to Prezent and notifying Prezent of any changes to such information. If You require a purchase order for payment, You will provide Prezent with a valid purchase order form; provided, however, that no terms on any purchase order will be binding on Prezent to the extent they differ from the terms of this Agreement and the Order Form.
4.3 Overdue Charges
If any invoiced amount is not received by Prezent by the due date, then without limiting Prezent’s rights or remedies,
(a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or
(b) Prezent may condition future subscription renewals and Order Forms on payment terms shorter than those specified in Section 4.2 (Invoicing and Payment).
4.4 Suspension of Service and Acceleration
If any amount owing by You under this Agreement for Services is 30 or more days overdue, Prezent may, without limiting Prezent’s other rights and remedies, accelerate Your unpaid fee obligations so that all such obligations become immediately due and payable, and suspend Services to You until such amounts are paid in full. Prezent will give You at least 10 days’ prior notice that Your account is overdue before suspending Services to You.
4.5 Payment Disputes
Prezent will not exercise Prezent’s rights under Section 4.3 (Overdue Charges) or 4.4 (Suspension of Service and Acceleration) above if You are disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute.
4.6 Taxes
Prezent’s fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). You are responsible for paying all Taxes associated with Your purchases hereunder. If Prezent has the legal obligation to pay or collect Taxes for which You is responsible under this Section, Prezent will invoice You and You will pay that amount unless You provide Prezent with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, Prezent is solely responsible for taxes assessable against Prezent based on Prezent’s income, property and employees.
4.7 Free Trials and Other Promotions
Certain subscription offerings may be available on a free trial basis (a "Free Trial"), the period of which will be communicated to You via the Services. Unless otherwise expressly set forth, Your use of any such subscription offerings will expire at the end of the Free Trial, and any further use of such offerings is prohibited unless You purchase a subscription to such offerings. To the extent expressly indicated at the time of signing up for a Free Trial, Your Free Trial will automatically convert to a paid subscription and You will be charged for the applicable subscription fee at the end of the Free Trial unless You cancel the subscription in before the Free Trial ends. If You fail to cancel the subscription before the Free Trial ends, You will be responsible for payment for the full term of the subscription term. Unless otherwise expressly stated, any free trial or other promotion that provides a registered user level access to the Services must be used within the specified time of the trial.
4.8 Current and Future Functionality
You agree that Your purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Prezent regarding future functionality or features. Prezent may, in its sole discretion, enhance, update, modify, or discontinue any Services or any features, functionalities, components, or modules thereof at any time. Prezent will use commercially reasonable efforts to avoid making Service modifications that materially degrade the core functionality of the Services purchased under an active Order Form.
5. Proprietary Rights and Licenses
5.1 Reservation of Rights
Subject to the limited rights expressly granted hereunder, as between the parties, Prezent owns and reserves all of Prezent’s right, title and interest in and to the Services and System Data, including all related intellectual property rights. “System Data” means data collected by Prezent regarding the Services that may be used to generate logs, statistics or reports regarding the performance, availability, usage, integrity or security of the Services. No rights are granted to You hereunder other than as expressly set forth herein.
5.2 License to Host Your Content
You grant Prezent, Prezent’s Affiliates and applicable contractors a worldwide, limited-term license to host, copy, transmit and display You Content, in connection with use of the Services by You and Members, and to use Your Content to provide and improve the Services. Subject to the limited licenses granted herein, Prezent acquires no right, title or interest from You under this Agreement in or to any of Your Content.
5.3 License to Use Feedback
You grant to Prezent and Prezent’s Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into Prezent’s and/or Prezent’s Affiliates’ products and services any suggestion, enhancement request, recommendation, correction or other feedback provided by You or Members relating to Prezent’s or Prezent’s Affiliates’ products or services.
5.4 Federal Government End Use Provisions
Prezent provides the Services, including related software and technology, for ultimate federal government end use solely in accordance with the following: Government technical data and software rights related to the Services include only those rights customarily provided to the public as defined in this Agreement. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If a government agency has a need for rights not granted under these terms, it must negotiate with Prezent to determine if there are acceptable terms for granting those rights, and a mutually acceptable written addendum specifically granting those rights must be included in any applicable agreement.
6. Confidentiality
6.1 Definition of Confidential Information
“Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information includes Your Content; Prezent’s Confidential Information includes the Services; and Confidential Information of each party includes the terms and conditions of this Agreement, including the Order Forms and pricing thereunder, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
6.2 Obligations
The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. Notwithstanding the foregoing, Prezent may disclose the terms of this Agreement (including any Order Form) to Prezent’s subcontractors to the extent necessary to perform Prezent’s obligations to You under this Agreement, under terms of confidentiality materially as protective as set forth herein. In addition, either party may disclose the terms of this Agreement (including the Order Forms) confidentially to any actual or potential financing source or acquirer.
6.3 Federal
The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.
7. Representations, Warranties, Exclusive Remedies and Disclaimers
7.1 Representations
Each party represents that it has validly entered into this Agreement and has the legal power to do so.
7.2 Representations
Prezent warrants that during the applicable subscription term
(a) the Services will perform materially in accordance with the applicable Documentation, and
(b) Prezent will not materially decrease the overall functionality of the Services. For any breach of a warranty above, Your exclusive remedies are to access Prezent’s support services and those described in Sections 10.3 and 10.4 below.
7.3 Disclaimers
EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY OR ITS SUPPLIERS OR LICENSORS MAKE ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. PREZENT DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY. ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE SERVICES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO ITS PROPERTY, INCLUDING, BUT NOT LIMITED TO, COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE SERVICES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM PREZENT OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
8. Mutual Indemnification
8.1 Indemnification by Prezent
Prezent will defend You against any claim, demand, suit or proceeding made or brought against You by a third party alleging that any Service infringes or misappropriates such third party’s intellectual property rights, provided that patent rights are limited to the United States only (a “Claim Against You”), and will indemnify You from any damages, attorney fees and costs finally awarded against You as a result of, or for amounts paid by You under a settlement approved by Prezent in writing of, a Claim Against You, provided You:
(a) promptly gives Prezent written notice of the Claim Against You,
(b) gives Prezent sole control of the defense and settlement of the Claim Against You (except that Prezent may not settle any Claim Against You unless it unconditionally releases You of all liability), and
(c) gives Prezent all reasonable assistance, at Prezent’s expense. If Prezent receives information about an infringement or misappropriation claim related to a Service, Prezent may in Prezent’s discretion and at no cost to You
(i) modify the Services so that they are no longer claimed to infringe or misappropriate, without breaching Prezent’s warranties under “Prezent’s Warranties” above.
(ii) obtain a license for Your continued use of that Service in accordance with this Agreement, or
(iii) terminate You’s subscriptions for that Service upon 30 days’ written notice and refund You any prepaid fees covering the remainder of the term of the terminated subscriptions.
The above defense and indemnification obligations do not apply to the extent a Claim Against You arises from (1) the combination of the Service with software, hardware, content or other items not supplied by Prezent; or (2) Your Content or Your use of the Services in violation of this Agreement, the Documentation, the applicable Order Form or applicable law ((1) and (2), collectively, the ”Excluded Claims”). This Section 8.1 states Prezent’s sole liability and Your exclusive remedy for any claim described in this Section 8.1.
8.2 Indemnification by You
You will defend Prezent against any claim, demand, suit or proceeding made or brought against Prezent by a third party arising from any Excluded Claims (each a “Claim Against Prezent”), and You will indemnify Prezent from any damages, attorney fees and costs finally awarded against Prezent as a result of, or for any amounts paid by Prezent under a settlement approved by You in writing of, a Claim Against Prezent, provided Prezent (a) promptly gives You written notice of the Claim Against Prezent, (b) gives You sole control of the defense and settlement of the Claim Against Prezent (except that You may not settle any Claim Against Prezent unless it unconditionally releases Prezent of all liability), and (c) gives You all reasonable assistance, at Your expense.
9. Limitation of Liability
9.1 Limitation of Liability
IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EITHER PARTY OR ITS AFFILIATES, SUPPLIERS AND LICENSORS ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY YOU AND YOUR AFFILIATES HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY.
9.2 Exclusion of Consequential and Related Damages
IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES, SUPPLIERS AND LICENSORS HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
10. Term and Termination
10.1 Term of Agreement
This Agreement commences on the Effective Date and continues until terminated as set forth below.
10.2 Term of Purchased Subscriptions
The term of each Order Form shall be as specified in the applicable Order Form. Except as otherwise specified in an Order Form, each Order Form will automatically renew for additional periods equal to the expiring subscription term, unless either party gives the other notice of non-renewal at least 60 days before the end of the expiring subscription term. Prezent may increase the per-unit pricing upon the commencement of any renewal term by up to 10% above the applicable pricing in the prior term without prior notice. For any increase in pricing of greater than 10%, Prezent will provide You notice of such increase in pricing at least 75 days prior to the applicable renewal term. Notwithstanding the foregoing or anything else to the contrary, if You decrease the number of licensed Members for any renewal term, Prezent may re-price Your per-unit pricing for the Services without regard to the prior term’s per-unit pricing. Except as expressly provided in the applicable Order Form, renewal of promotional or one-time priced subscriptions will be at Prezent’s applicable list price in effect at the time of the applicable renewal.
10.3 Termination
Each party may terminate this Agreement upon written notice to the other party if there are no Order Forms then in effect. In addition, a party may terminate this Agreement for cause (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. This Section sets forth Your only rights to terminate this Agreement or any Order Form. For clarity, You do not have the right to terminate this Agreement or any Order Form for convenience. Upon the commencement of any subscription under an Order Form, You will be liable for payment of all amounts owed for the duration of such Order Form, except as expressly set forth in Section 10.4.
10.4 Refund or Payment upon Termination
If this Agreement is terminated by You for cause in accordance with Section 10.3 (Termination), Prezent will provide You a pro rata refund of any prepaid fees covering the remainder of the term of all Order Forms after the effective date of termination. If this Agreement is terminated by Prezent for cause in accordance with Section 10.3 (Termination), You will pay any unpaid fees covering the remainder of the term of all Order Forms. In no event will termination relieve You of Your obligation to pay any fees payable to Prezent for the period prior to the effective date of termination.
10.5 Your Content Portability and Deletion
Upon request by You made within 30 days after the effective date of termination or expiration of this Agreement, Prezent will make Your Content available to You for export or download as provided in the Documentation. After such 30-day period, Prezent will have no obligation to maintain or provide any of Your Content, and as provided in the Documentation may thereafter delete or destroy all copies of Your Content in Prezent’s systems or otherwise in Prezent’s possession or control, unless legally prohibited.
10.6 Surviving Provisions
The sections titled “Fees and Payment,” “Proprietary Rights and Licenses,” “Confidentiality,” “Disclaimers,” “Mutual Indemnification,” “Limitation of Liability,” “Refund or Payment upon Termination,” “Your Content Portability and Deletion,” “Surviving Provisions”, “Notices, Governing Law and Jurisdiction” and “General Provisions” will survive any termination or expiration of this Agreement.
11. Notices, Governing Law and Jurisdiction
11.1 Manner of Giving Notice
Except as otherwise specified in this Agreement, all notices related to this Agreement will be in writing and will be effective upon (a) personal delivery, (b) the second business day after mailing, or (c) except for notices of termination or an indemnifiable claim (“Legal Notices”), which shall clearly be identifiable as Legal Notices, the day of sending by email. Billing-related notices to You will be addressed to the relevant billing contact designated by You. All other notices to You will be addressed to the relevant contact designated by You.
11.2 Governing Law and Jurisdiction
This Agreement will be governed by the laws of the State of California. Any action related to or arising out of this Agreement will be subject to the exclusive jurisdiction of the state courts in San Mateo County, California or the federal district court for the Northern District of California.
12. General Provisions
12.1 Export Compliance
The Services and other technology Prezent makes available, and derivatives thereof, may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any U.S. government denied-party list. You shall not permit Members to access or use any Service in a U.S. embargoed country (currently Cuba, Iran, North Korea, Sudan, Syria or Crimea) or in violation of any U.S. export law or regulation.
12.2 Anti-Corruption
You agree that You have not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of Prezent’s employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction.
12.3 Entire Agreement and Order of Precedence
This Agreement (including applicable Product-Specific Terms) is the entire agreement between You and Prezent regarding Your use of Services and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No waiver of any provision of this Agreement will be effective unless in writing and signed by the party against whom the waiver is to be asserted. The parties agree that any term or condition stated in Your purchase order or in any other of Your order documentation (excluding Order Forms) is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form, (2) this Agreement, and (3) the Documentation.
12.4 Assignment
Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety (together with all Order Forms), without the other party’s consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the foregoing, if a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, then such other party may terminate this Agreement upon written notice. In the event of such a termination, Prezent will refund to You any prepaid fees allocable to the remainder of the term of all subscriptions for the period after the effective date of such termination. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
12.5 Relationship of the Parties
The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
12.6 Third-Party Beneficiaries
There are no third-party beneficiaries under this Agreement.
12.7 Third-Party Beneficiaries
Prezent may identify You as a customer of Prezent on Prezent’s website or in presentations, marketing materials and other documentation regarding Prezent and may use Your logo in connection with such customer lists.
12.8 Waiver
No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.
12.9 Severability
If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.
12.10 Force Majeure
Neither party shall be liable to the other for any delay or failure in the performance of any of its obligations hereunder (other than payment obligations) due to any cause beyond such party’s reasonable control or due to acts of god, acts of civil or military authorities, fires, labor disturbances, natural disasters, floods, epidemics, governmental rules or regulations, war, riot, power outages, or unauthorized or criminal acts of third parties.
12.11 Facsimile and PDF
Delivery of an executed signature page of this Agreement by facsimile, portable document format (PDF) or electronic signature service will be effective as delivery of a manually executed signature page of this Agreement.
12.12 Modifications
Please note that this agreement is subject to change by Prezent in its sole discretion at any time. When changes are made, Prezent will make a new copy of these terms available at Prezent’s website. If You do not agree to any change(s) after receiving a notice of such change(s), You shall stop using Services. Otherwise, Your continued use of the Services constitutes Your acceptance of such change(s).
