Preside Platform Terms of Service

Last Updated: September 30th, 2024

These Terms and Conditions (this “Agreement”) are entered into by and between Woodbridge Technologies, Inc. dba Preside(“Preside”), and the entity or person accessing or using the Services (defined below) (“Customer” or “you”) By accepting this Agreement or by accessing or using the Service, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you are entering into this Agreement on behalf of a company, business or other legal entity, you represent that you have the authority to bind such entity and its affiliates to this Agreement, 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 this Agreement, you must not accept this Agreement and may not use the Service.

Please note that Preside may modify the terms and conditions of this Agreement in accordance with Section 10.

1. SERVICES

Subject to this Agreement and the applicable Order Form(s), Preside will use commercially reasonable efforts to provide Customer the products and services identified in the corresponding Order Form (the “Services”) and hereby grants Customer a non­exclusive, non-transferable, non-sublicensable right to access and use the Services during the Term solely for the purposes of using the Services for its intended purposes. As part of the registration process, Customer will identify an administrative user name and password for Customer's Preside account. Any solutions provided in connection with the Services may log Customer's every query and action for audit purposes.

2. RESTRICTIONS AND RESPONSIBILITIES

2.1 Customer will not, and will not permit any third party to, reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services (except to the extent such restrictions are contrary to applicable law); modify, translate, or create derivative works based on the Services; use the Services for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels.

2.2 Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Preside's guidelines, plans, or specifications provided to Customer and all applicable laws and regulations (including export laws). Customer is solely responsible for all data, information, text, content and other materials that are uploaded, posted, delivered, provided or otherwise transmitted or stored by or on behalf of Customer in connection with or relating to the Service (“Customer Content”). Although Preside has no obligation to monitor Customer's use of the Services, Preside may do so and may prohibit any use of the Services it believes may be in violation of the foregoing. Customer shall be responsible for maintaining the security of the Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account. Customer shall limit its use of the Services only for the authorized users and personnel of Customer. Customer is only authorized to provide access to the Services to its own personnel. Requests from other governmental agencies for a user account for the Services, including for multi-agency task forces, should be referred to josh@usepreside.com. In the event that other governmental agencies already have access to the Services under separate agreements with Preside, Customer may permit authorized personnel from such governmental agencies to access Customer's account after obtaining written confirmation from Preside that such other governmental agencies also have an active Agreement in place with Preside for the Services. Further, Customer shall be responsible for ensuring that records subject to orders for expunction or sealing are appropriately removed from the Customer Content. Customer shall be responsible for and address any public records request made to Customer for information from the Services.

3. CONFIDENTIALITY; PROPRIETARY RIGHTS

3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party's business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Preside includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes Customer Content. The Receiving Party agrees: (i) to take reasonable precautions to protect Disclosing Party's Proprietary Information and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any of Disclosing Party's Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.

3.2 Preside shall own and retain all right, title and interest in and to (a) the Services, all improvements, enhancements or modifications thereto, whether or not developed based on Customer's suggestions or other feedback, and (b) all intellectual property rights related to any of the foregoing.

3.3 Customer owns all right, title and interest in and to the Customer Content. No agreement entered into by Preside on behalf of Customer to share the Customer Content will transfer ownership of the Customer Content to any other party. Notwithstanding anything to the contrary, Customer agrees that Preside has the right to collect and analyze data and other information relating to the Services and related systems and technologies (including, without limitation, information concerning Customer Content and data derived therefrom), and Preside will be free (during and after the Term) to (i) use such information and data to improve and enhance the Services, develop and train any artificial intelligence algorithms and models developed by Preside and for other development, diagnostic and corrective purposes in connection with the Services and other Preside offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business.

4. PAYMENT OF FEES

Customer will be required to provide Preside (or its payment processor) with information regarding its credit card or other payment instrument. Customer represents and warrants that such information is true and that it is authorized to use the payment instrument. Customer will promptly update its account information with any changes that may occur. Customer will pay Preside the fees described in the applicable Order Form(s) for the Services (the “Fees”). Customer shall pay those Fees within forty-five (45) days of the date of receipt of the applicable invoice, unless a specific date for payment is set forth in such Order Form(s), in which case payment will be due on the date specified and Customer hereby authorizes Preside to bill its payment instrument for such Fees. Unpaid Fees are subject to a finance charge of 1.5% per month, or the maximum permitted by law, whichever is lower. Customer shall be responsible for all taxes associated with Services other than taxes based on Preside's net income.

5. TERM AND TERMINATION

5.1 Subject to earlier termination as provided below, the term of this Agreement will commence on the Effective Date and continue for the Initial Term as specified in the applicable Order Form, and shall be automatically renewed for additional one-year period (collectively, the “Term”), unless either party provides the other with written notice of non-renewal at least thirty (30) days prior to the end of the then-current Term.

5.2In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days' notice, if the other party materially breaches any of the terms or conditions of this Agreement and fails to cure such material breaches within the thirty (30) days. Further, Preside may immediately (or upon five (5) days' notice in the case of non-payment of Fees) suspend access to the Services if Customer materially breaches this Agreement until such breach is cured. Upon any termination, Preside will make all Customer Content available to Customer for electronic retrieval for a period of thirty (30) days, but thereafter Preside may, but is not obligated to, delete stored Customer Content. The provisions of Sections 3, 4, 5, 6.2, 6.3 7, 8 and 10 shall survive any termination or expiration of this Agreement.

6. WARRANTY AND DISCLAIMER

6.1 Preside represents and warrants that (a) it will perform the Services in a professional and workmanlike manner and (b) the Services will operate in material conformity with any specifications set forth in writing by Preside.

6.2 Customer represents, warrants and covenants that (i) Customer owns all Customer Content or have obtained all permissions, releases, rights or licenses required for Preside to use such Customer Content on behalf of Customer in connection with the Services without obtaining further releases or consents from any third party and (ii) Customer Content and Preside’s use thereof does not and will not violate, infringe, or misappropriate any third party’s copyright, trademark, right of privacy or publicity, or other personal or proprietary right.

6.3 EXCEPT FOR THE WARRANTIES EXPLICITLY SET FORTH IN SECTION 6.1, PRESIDE HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. PRESIDE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES.

7. LIMITATION OF LIABILITY

EXCEPT FOR BREACHES OF SECTION 2, OR USE OF THE SERVICE OR ANY PART THEREOF EXCEPT AS EXPRESSLY PERMITTED HEREBY, NEITHER PARTY(NOR ANY OF ITS SUPPLIERS, OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES) SHALL BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) ARISING OUT OF THIS AGREEMENT OR ANY DELAY OR INABILITY TO USE THE SERVICES EVEN IF EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL PRESIDE BE LIABLE FOR ANY OTHER DAMAGES IN EXCESS OF THE AGGREGATE FEES PAID (PLUS AMOUNTS PAYABLE) TO PRESIDE HEREUNDER IN THE SIX (6) MONTH PERIOD PRIOR TO THE DATE THE CLAIM FIRST AROSE.

8. INDEMNIFICATION

Unless otherwise prohibited by applicable laws and regulations, Customer agrees to defend, indemnify, and hold harmless Preside from and against any claims, actions or demands, including, without limitation, all related liabilities, damages, costs, expenses, and reasonable legal and accounting fees, arising or resulting from Customer’s breach of the Agreement or Customer’s access to, use or misuse of the Services. Preside shall provide notice to Customer of any such claim, suit, or proceeding. Preside reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this Section. In such case, Customer agrees to cooperate with any reasonable requests assisting Preside’s defense of such matter.

9. PUBLICITY

During the Term of this Agreement, Customer agrees that Preside may, without Customer's prior written consent, (i) share and promote Customer's communications that are publicly available (i.e., posted on social media, news, or other public outlets), (ii) use Customer's name and logo in Preside's marketing and promotional efforts on Preside's website and in other communication with existing or potential Preside customers, and (iii) share information on Customer with its affiliates for marketing and other business purposes.

10. MISCELLANEOUS

From time to time, Customer and Preside may enter into Order Forms pursuant to which Customer will purchase rights to use the Services. This Agreement applies to any Order Forms to the exclusion of any other terms or conditions that either party seeks to impose or incorporate (except as expressly set forth in any applicable Order Form) or that are implied by course of dealing. Neither party will have the right to assign this Agreement, except that either party may assign its rights and obligations without consent to a successor to substantially all its relevant assets or business. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. Preside reserves the right in its sole discretion and at any time and for any reason to modify this Agreement. Any modifications to this Agreement shall become effective upon Customer’s next subscription renewal, unless such changes are required to comply with legal or regulatory obligations. This Agreement and any dispute arising hereunder shall be governed by the laws of the State of California without regard to the conflicts of law provisions thereof. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover reasonable costs and attorneys' fees. Without limiting anything herein, and except for payment obligations, neither party shall have any liability for any failure or delay resulting from any condition beyond the reasonable control of such party, including but not limited to governmental action or acts of terrorism, earthquake or other acts of God, labor conditions and power failures. For all purposes under this Agreement each party shall be and act as an independent contractor and shall not bind nor attempt to bind the other to any contract. Any notices in connection with this Agreement will be in writing and sent to the address specified on the most recent Order Form or such other address as may be properly specified by written notice hereunder.