Terms of Use

Last Modified: March 15, 2021

Acceptance of the Terms of Use

Welcome to the website that NPressive, Inc. ("NPressive", "we" or "us") has available for your use. The following terms and conditions (these "Terms of Use"), govern your access to and use of npressive.com, including, without limitation, any content, functionality and services from the Software offered on or through npressive.com (the "Website"). For purposes of these Terms of Use, you, your or Customer refers to your legal entity for whom you are an authorized employee or agent accessing this Website under the License Agreement (as defined below) for purposes of these Terms of Use.

Please read the Terms of Use carefully before you start to use the Website. By clicking to accept or agree to the Terms of Use when signing up for an account and your initial login, you accept and agree to be bound and abide by these Terms of Use. If you do not want to agree to these Terms of Use, you should not have access or use the Website.

License

The license for your use of the Website is outlined in the applicable Software License and Master Services Agreement signed between NPressive and Customer (the “License Agreement”), which is hereby incorporated into this Agreement by reference. Our license with respect to Licensee Data is also outlined in the License Agreement. This Agreement shall continue from the effective date of the License Agreement until the termination of the License Agreement. In the event of any conflicts between this Agreement and the License Agreement, the License Agreement shall control.  All capitalized terms not defined in these Terms of Use shall have the meaning ascribed to such terms in the License Agreement. 

Authorized Users

If you sign up for an account in the name of a corporate entity, you represent that you have full corporate power and authority to enter into these Terms of Use on behalf of the entity and to bind the entity to the obligations in these Terms of Use.  By using this Website, you represent and warrant that you meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you shall not be provided access to use the Website and you shall not otherwise access or use the Website.

NPressive has the right at any time to terminate access to your use of the Software and Website if NPressive reasonably believes that such termination is necessary to preserve the security, integrity, or accessibility of the NPressive Software or NPressive’s network.

Changes to the Terms of Use

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them.  Your continued use of the Website following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page so you are aware of any changes, as they are binding on you. For certain types of updates and revisions, we may decide, in our sole discretion, to notify you of such changes via email or other method of written notice. 

Accessing the Website and Account Security

We reserve the right to withdraw or amend this Website, and any service or material we provide on the Website, in compliance with the License Agreement. Other than Section 4 of the License Agreement, we will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users, including registered users.

You are responsible for making all arrangements necessary for you to have access to the Website.

To access the Website or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Website that all the information you provide on the Website is correct, current and complete.

You will be provided with a user name and password to access the Website. You must treat your username, password or any other piece of information utilized as part of our security procedures as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Website or portions of it using your user name, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.  

You shall be solely responsible for ensuring the confidentiality and security of any password associated with the NPressive Software, and shall bear all liability or loss resulting from unauthorized use of any NPressive Software password.

We have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time if, in our opinion, you have violated any provision of these Terms of Use.

Intellectual Property Rights

The Website and its entire contents, features and functionality (including but not limited to all information, the Software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by NPressive, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws and we license such rights under the License Agreement.

If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Website in breach of the Terms of Use, your right to use the Website will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title or interest in or to the Website or any content on the Website is transferred to you, and all rights not expressly granted are reserved by NPressive. Any use of the Website not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark and other laws.

Trademarks

The NPressive name, NPressive logo and all related names, logos, product and service names, designs and slogans are trademarks or otherwise the sole property of NPressive. You must not use such marks without the prior written permission of NPressive. All other names, logos, product and service names, designs and slogans on this Website are the trademarks of their respective owners.  You must not use such marks without the prior written permission of the registered owner. 

User Contributions

You represent and warrant that you own or control all rights in and to any content including, without limitation, all Licensee Data you input into the Software. Such Licensee Data that you input shall not contain any credit card information. 

You understand and acknowledge that you are responsible for any Licensee Data you submit to the Software, and you, not NPressive, have full responsibility for such content, including its legality, reliability, accuracy and appropriateness.

NPressive is not responsible, or liable to any third party, for the content or accuracy of any content, including, without limitation, all Licensee Data.

For purposes of these Terms of Use, the following terms shall have the meanings ascribed to them below:

"Software" means NPressive’s customer relationship management software-as-a-service (cloud-based) application accessible via a web based portal used in connection with non-profit organization to manage non-profit stakeholders data, activity and communications from a single location and any associated database structures and queries, user interfaces, system interfaces, tools, and the like, together with any and all revisions, modifications, and updates thereof, all as are supplied or made available by NPRESSIVE pursuant to this Agreement.

“Customer Data” means any of your data. information, documents, or electronic files that are entered into the Software by you or on your behalf pursuant to a conversion of data from another system or through an interface to another system or manually input, in each case as such data is maintained on the Software.

Prohibited Uses

You may use the Website only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Website:

• In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries), or promote any illegal activity, or advocate, promote or assist any unlawful act.
• To transmit, or procure the sending of, any advertising or promotional material, including any "spam" or any other similar solicitation or post any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable.
• To impersonate or attempt to impersonate NPressive, an NPressive employee, another user or any other person or entity (including, without limitation, by using e-mail addresses identifying information associated with any of the foregoing).
• To make any representations that are likely to deceive any person or give the impression that materials or content emanate from or are endorsed by us or any other person or entity, if this is not the case
• To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Website, or which, as determined by us, may harm NPressive or users of the Website or expose them to liability.
• To infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person.
• Post any content that violates the legal rights of others or contains any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use.

Additionally, you agree not to:

• directly, indirectly, alone, or with another party, (i) copy, download, disassemble, reverse engineer, or decompile the Software; (ii) modify, create derivative works based upon, or translate the Software; (iii) transfer or otherwise grant any rights in the Software in any form to any other party, nor shall You attempt to do any of the foregoing or cause or permit any third party to do or attempt to do any of the foregoing, except as expressly permitted hereunder.

• Use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Website, including their ability to engage in real time activities through the Website.
• Use any robot, spider or other automatic device, process or means to access the Website for any purpose, including monitoring or copying any of the material on the Website.
• Use any manual process to monitor or copy any of the material on the Website or for any other unauthorized purpose without our prior written consent.
• Use any device, software or routine that interferes with the proper working of the Website.
• Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.
• Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer or database connected to the Website. 
• Attack the Website via a denial-of-service attack or a distributed denial-of-service attack.
• Otherwise attempt to interfere with the proper working of the Website.   

Reliance on Information Posted

The information presented on or through the Website is made available solely for general information purposes. The content on this Website may be updated from time to time.  It may not necessarily be complete or up-to-date at any given time.  We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.

This Website can include content provided by third parties, including materials provided by other users. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by NPressive, are solely the responsibility of the person or entity providing those materials. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

Copyright Notice

If you believe that content you own has been copied and made accessible in a manner that violates your intellectual property rights, please notify us immediately. You may submit a notification pursuant to the Digital Millennium Copyright Act (see 17 U.S.C § 512(c)(3)) to our support team. 

Legal Compliance and International Restrictions

Customer shall be solely responsible for complying with any and all local, state and federal laws, rules, and regulations in its use of the NPressive Software.

The owner of the Website is based in the state of Georgia in the United States. We make no claims that the Website or any of its content is accessible or appropriate outside of the United States. Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

Customer will comply with all laws and regulations governing the use, import, export, re-export and transfer of any Customer Client goods and services, including obtaining all required U.S. government authorizations, permits or licenses, including, without limitation U.S. export control laws and Department of Commerce and Treasury regulations governing sales or use by prohibited users.  

Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT.

YOUR USE OF THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NPRESSIVE NOR ANY PERSON ASSOCIATED WITH NPRESSIVE MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER NPRESSIVE NOR ANYONE ASSOCIATED WITH NPRESSIVE REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. 

OTHER THAN AS EXPRESSLY PROVIDED IN THE LICENSE AGREEMENT, NPRESSIVE HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation on Liability

IN NO EVENT WILL NPRESSIVE OR ITS AFFILIATES OR ITS LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, WHETHER IN BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS  OR UNDER ANY OTHER LEGAL THEORY, EVEN IF FORESEEABLE, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR SUCH OTHER WEBSITES.

NPRESSIVE'S LIMITATION OF LIABILITY IS GOVERNED AND SET FORTH IN THE LICENSE AGREEMENT. 

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Governing Law, Legal Disputes and Jurisdiction

All matters relating to the Website and these Terms of Use and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Georgia without giving effect to any choice or conflict of law provision or rule (whether of the State of Georgia or any other jurisdiction). Any claims or actions regarding or arising out of these Terms of Use must be brought exclusively in a court of competent jurisdiction sitting in Fulton County, Georgia, and each party to this Agreement submits to the jurisdiction of such courts for the purposes of all legal actions and proceedings arising out of or relating to these Terms of Use. All parties hereby waive, to the full extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action in such court and any claim that any such action, suit or proceeding has been brought in an inconvenient forum.

All disputes and controversies of every kind and nature between the parties to this Agreement arising out of or in connection with the existence, construction, validity, interpretation or meaning, performance, nonperformance, enforcement, operation, breach, continuance, or termination of these Terms of Use shall first be submitted to mediation pursuant to the procedure set forth in this paragraph.  NPressive or Customer may demand such mediation in writing within fourteen (14) days after the controversy arises.  The parties agree that the mediator shall be appointed by the Atlanta office of the Judicial Arbitration and Mediation Services, Inc. (JAMS). The mediation shall be held at the JAMS Atlanta office and concluded within thirty (30) days of the selection of the mediator. The parties shall equally bear the cost of the mediator but otherwise bear their own costs in connection with the mediation.

All disputes and controversies of every kind and nature between the parties that are not resolved by mediation, shall be resolved, by confidential binding arbitration.  The arbitration shall be administered by the American Arbitration Association (“AAA”) and conducted in English in Atlanta, Georgia, in accordance with AAA International Arbitration Rules. In the event of any conflict between this Agreement and such rules, the provisions of this Agreement shall govern.  Upon written notice by the claimant party to the other party of such claimant’s intention to arbitrate, the parties shall select one arbitrator within ten (10) days of such notice If an arbitrator is not appointed within such time limit, then such arbitrator shall be appointed by the AAA. The decision of the arbitrator must contain written reasons, and shall be final and incontestably binding upon the parties and not subject to any rights of appeal. Judgment upon any award may be entered in any competent court. The parties shall equally split and pay all fees and expenses of the arbitrator. All awards made pursuant to any arbitration proceeding conducted hereunder shall be in U.S. dollars, and if an award is made to any claimant which is greater than any amount offered in writing by the opposing party in settlement of such claim or if the opposing party has made no offer of settlement, then the opposing party shall pay all of such claimant’s costs and expenses incurred in such arbitration, including reasonable attorneys’ fees, as well as all costs of arbitration, including all AAA fees and charges and the fees and expenses of the arbitrator. If no award is made to claimant or the amount of such award is equal to or less than any such amount offered in settlement, then the claimant shall pay the opposing party’s costs and expenses incurred in such arbitration, including reasonable attorneys’ fees, as well as all such costs of arbitration.

Either party may, without inconsistency with this agreement to arbitrate, seek from a court any provisional remedy that may be necessary to protect confidential information, intellectual property, or other rights or property pending the establishment of the arbitral tribunal or its determination of the merits of the controversy.  The parties agree that the arbitrator has the power to award all costs of the arbitration, including reasonable attorneys’ fees and expenses, to the prevailing party. The Federal Arbitration Act, as amended shall apply to this provision.

The official language of this Agreement is English.  Each party accepts and approves the English version of the Agreement as controlling in any dispute among the parties arising from or related to the Agreement.  All correspondence, communications, agreements and requests with NPressive shall be in English. 

Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE WEBSITE MUST BE COMMENCED WITHIN ONE YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Waiver and Severability

No waiver by NPressive of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of NPressive to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect. 

Entire Agreement

This Agreement, the License Agreement and any applicable Service Order Forms constitute the sole and entire agreement between you and NPressive, with respect to the Website and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Website.