# PressXO
## License & Terms and Conditions
### Last Updated 06/30/2026

## Preamble

This agreement (the "License", the "Agreement", the "Terms and Conditions", or "Terms of Service") governs the Services relationship between PxO Ink LLC (the "Seller", or "Licensor") and the individual entity who purchased the Services or the individual entity (the "Buyer", "Customer", or "Licensee") on the document which describes the Services purchased, including any online order, process, or tool with which was used to request or provision Services (the "Service Order").

This Agreement sets the terms, rights, restrictions and obligations on using PressXO, a digital Software-as-a-Service product (the "Software" or "Service").

Software is intangible goods and is provided as a Service.

By Subscribing to Services or by using this Software, You, the Licensee agree that You have read and agree, without reservations, to be bound by the latest version of this License.

## License Grant

The Licensor hereby grants to Licensee, and Licensee accepts, a personal, non-exclusive, non-sublicensable, non-transferable, commercial, and without any rights to create derivative works or modifications, limited license to internally use the Software solely for Licensee's internal business purposes, subject to the Terms and Conditions of this License and other restrictions set forth by third-party software and services used by the Software, for only the duration (the "Term") of this License.

## Term

The Term of this license is conditional upon an existing and ongoing service relationship between Licensor and Licensee. This License shall continue until terminated (the "Termination") and will automatically and immediately expire (1) upon the Termination of said service relationship or (2) upon the breach of any terms of this License.

Upon Termination, Licensee will immediately destroy any and all copies of the Software and integration of the Software, including, but not limited to, source code, object code, application code, databases, configuration files, package files, and custom software code developed for Licensee by the Licensor during the Term.

## Payment

In consideration of the Software, Services, and License, Licensee agrees to pay the on-going regular fees (the "Payment"), on a set interval (the "Term Interval" or "Billing Period") based on the terms set forth in the Service Order, via Credit Card, or other means at the Licensor's discretion, for the duration of the Term. Payment is due at the end of each Term Interval (the "Invoice Date"). Licensee will provide payment within 24 hours of the Invoice Date. Licensor may charge Licensee's credit card on or after the Invoice Date. Payment must be made in United States Dollar. The Licensor is responsible for all wire transfer and other bank fees associated with Payment. Failure to make Payment shall construe as material breach of this License and Licensor may be subject to suspension or termination of Services.

## Pricing

The Licensor may revise or change the pricing terms that apply to the License at any time and will provide Licensor a notice of those changes at least seven (7) days before they occur.

Subject to Licensor approval, Licensee may change their Service Order, either by upgrading or downgrading their Services to other available packages and prices as set forth on Licensor's website by contacting the Licensor through email. Upon approval, these changes will be scheduled at the end of the current Term Interval.

Licensee may incur additional fees outside of the Service Order, on an hourly, monthly, or yearly basis, when utilizing additional Services, including, but not limited to, on-demand development costs and Email or SMS delivery services provided by Licensor, as defined by the Licensor, at the sole discretion of the Licensor. An updated list of fees can be obtained from the Licensor's website and by contacting the Licensor for confirmation.

## Tax

All amounts due under this License exclude any value added, goods and services, sales, use, or other taxes (the "Tax"). Licensee is responsible for Tax. Licensee will provide accurate and adequate documentation sufficient to determine if Tax is due in a sufficiently timely manner. Licensee must pay Tax that is due or provide sufficiently accurate and adequate documentation of Tax exemption in advance of invoicing by at least three (3) days.

## Notice of Termination

Either party may Terminate the ongoing service relationship at any time and for any reason. Each party agrees to provide written notice via email or other electronic means of Termination no fewer than seven (7) days before the end of the Billing Period.

## Refunds

Licensee shall not be entitled to any refund, rebate, compensation, or restitution, of any kind, including partial, for any reason whatsoever, at any time, even if Software contains material flaws or License is terminated before a Term Interval has completed.

## Limited Use

Licensee may only use this Software (1) for commercial and professional purposes, (2) on computer systems (the "Server" or "Servers") that they own, either through purchase or through rental services, and (3) to publish Software output to the Licensee and their respective users. Licensee agrees that they will not use the Software or Services to commit any crime in any jurisdiction, in any way that could lead to injury or death of any living being, or to create physical or environmental damage.

## Support

Licensor shall provide Licensee reasonable and written customer support for the use of the Software for the duration of the Term based on the terms set forth in the Service Order, solely at the discretion of the Licensor.

Licensor makes no guarantee that customer support provided to Licensee shall satisfy Licensee, resolve any issues, defects, or failure with the Software.

Licensor makes no guarantee that the services it provides will be available and no service level agreement is included with License.

Licensor does not guarantee that Licensee will receive responses to customer support requests, but will make every reasonable attempt to provide timely responses to customer support requests within ten (10) days.

Licensor may suspend customer support at any time, and for any reason, without terminating the License.

## Maintenance, Installation, Feature Requests, & Additional Services

Licensor may provide Licensee, from time to time, with Upgrades, Updates, or Fixes (the "Maintenance"), for the duration of the Term, at the sole discretion of the Licensor.

Maintenance shall be minor or material amendments to the Software, which may contain new features or improvements as defined by the Licensor.

Licensee warrants and agrees to keep the Software up-to-date and will install all relevant Maintenance provided expediently.

Licensee may not make any modifications or Maintenance to Software at any time or for any reason.

Licensor does not guarantee that they will perform Maintenance for Licensee. Licensor reserves the right to charge an additional fee or rate, as defined by the Licensor, to perform Maintenance.

Licensor will attempt to provide installation Service (the "Free Installation") upon purchase of Software, but makes no guarantee that they will install Software for Licensee. Free Installation represents up to one (1) hour of Service provided by Licensor, to be conducted within ten (10) days of Payment. Licensor reserves the right to charge an additional fee or rate, as defined by the Licensor, to perform an Installation outside of the time periods set forth herein.

Licensee may request additional features in Software, provided that (1) Licensee shall waive any claim or right should a feature be developed by Licensor and included in Software or any other Software or Service provided by Licensor, (2) Licensee shall be prohibited from developing the feature, or disclosure the feature request or any other information related to the request to any third-party directly competing with, or following the development of such a feature, in direct competition with Licensor, (3) Licensee warrants that feature does not infringe on any third-party  patent, trademark, trade-secret, Intellectual Property right, or Confidential Information right, and (4) Licensee developed, envisioned, or created the feature solely.

Licensee may purchase additional Services or Software during the Term, at an additional fee or rate, as defined by the Licensor, at the sole discretion of the Licensor.

Maintenance, Additional Services, Software, and Feature Requests will become and remain the Intellectual Property or Confidential Information of Licensor.

## Bugs, Failures, Defects, and Notifications of Such

If the Licensee encounters any defects or failures in Software (the "Bug" or "Bugs"), then Licensee must immediately and promptly notify Licensor with details of the Bug without delay through email or other electronic means.

When providing notification of Bugs, the Licensee agrees to provide accurate data, information, screenshots, video recordings, or other documentation, as requested by Licensor, within three (3) days.

## Prior Inspection

Licensee hereby states that before use they inspected the Software thoroughly and found it satisfactory and adequate to their needs, that it does not interfere with their regular operation, and that it does interact and function with, and meet the standards and scope of their Servers.

Licensee found that the Software does not infringe on any prior agreements, including third-party or other End User License Agreements of any software that Licensee may use. Licensee hereby waives any claims regarding Software's incompatibility, performance, results and features, and warrants that they inspected the the Software.

## Liability

To the extent permitted under Law, Software is provided under an AS-IS basis, and Licensor is not, without any limit, liable for any damage, cost, expense, or other fee incurred by Licensee as a result of Software's actions, failure, Bugs and/or any other interaction between Software and Licensee's equipment, Servers, computers, or any third-party software or computer system.

Licensor shall never be liable for any defect in source code, object code, or application code written by Licensor, or in source code, object code, or application written by Licensee when relying on Software or using Software.

The maximum aggregate monetary liability of Licensor in connection with License, Software or Services, shall not exceed the total amount paid by Licensee under License.

Neither party is liable to the other, or any third-party, for any indirect, special, incidental, exemplary, or consequential loss or damages of any kind.

Neither party is liable to the other, or any third-party, for any loss that could have been avoided by the damaged party's use of reasonable diligence.

Neither party is liable to the other, or any third-party, for any punitive damages, or for any loss of profit, data, revenue, business opportunity, customer, client, contract, goodwill, or reputation.

The parties agree that limitations specified herein shall apply even if the License or any limited remedy specified herein is found to have failed of its essential purpose.

## Warranty

Software and Services are provided without any warranty. Licensor hereby disclaims any warranty that the Software shall be error free, without defects, or contains code which may cause damage to Licensee's computers, or to Licensee, and that Software shall be functional. Licensee shall be solely liable for any damage, defect, or loss incurred as a result of operating Software or using Services and undertake the risks therein.

Licensor makes no commitment to provide any Services or Software other than the Services and Software set forth in the Service Order.

### Know Your Customer / Age Verification / Estimation

Know Your Customer, Age Verification, or Age Estimation tools, also known as KYC and AVS, are provided through third-party software and services, without warranty, and do not represent legal advice or ensure legal compliance in any country, state, province, or territory. It is solely the Licensor's responsibility to fully vet the process and ensure legal compliance. Licensor hereby disclaims any warranty that these tools will meet legal requirements, certification or otherwise, and be accurate or error free and without defects, and any liability from such.

### Privacy and User Data

The Software attempts to take into consideration user data retention and privacy. Licensor hereby disclaims any warranty or liability related to user data retention and privacy. Licensee accepts full responsibility to inform users of their data privacy rights and maintain compliance with legal requirements related to privacy and user data retention. Licensor will make available to Licensee what information is recorded and retained by Software and for what duration.

## Intellectual Property & Confidential Information

Each party shall retain exclusive ownership of Intellectual Property and Confidential Information created, authored, or invented by it prior to the commencement of Services.

The Licensor hereby grants to the Licensee, and the Licensee accepts, a personal, non-exclusive, non-sublicensable, non-transferable, commercial, and without any rights to create derivative works or modifications, limited license to internally use the Software solely for the Licensee's internal business purposes, subject to the Terms and Conditions of this License and other restrictions set forth by third-party software and services used by the Software, for only the duration (the "Term") of this License.

If the Licensee provides Licensor with pre-existing Intellectual Property or Confidential Information, they hereby grant Licensor a limited, non-exclusive, sublicensable, transferable, commercial, royalty-free, right and limited license to use the Intellectual Property or Confidential Information, subject to the Terms and Conditions of this License and other restrictions set forth by third-party software and services used by the Software, for only the duration (the "Term") of this License.

The Licensee hereby represents and warrants that they have all rights in the Intellectual Property and Confidential Information necessary to grant this license, and that the Licensor's use of this information shall not infringe upon the rights of any third party.

Unless otherwise noted and at the Licensor's discretion, the Licensor shall own any and all Intellectual Property or Confidential Information created as part of providing the Services and Software, providing Maintenance or Support, and for any other additional feature or service provided by Licensor to Licensee.

The Licensee shall not make available, share, or otherwise distribute any Intellectual Property or Confidential Information obtained through this License.

## Indemnification

Licensee hereby warrants to hold Licensor harmless and indemnify Licensor for any lawsuit brought against it in regards to Licensee's use of Software or Services, for any reason, including but not limited to, in means that violate, breach or otherwise circumvent this License, Licensor's Intellectual Property rights or Licensor's title in Software. Licensor shall notify Licensee within a reasonable timeframe in case of such legal action. Licensee will comply with reasonable requests for assistance and cooperation in defense of any claim made against Licensor in regards to Software.

Licensee hereby agrees not to initiate class-action lawsuits against Licensor in relation to License and to compensate Licensor for any legal fees, cost, or attorney fees should any claim brought by Licensee against Licensor be denied, in part or in full.

## Non Assignable & Non-Transferable

The Licensee may not assign or transfer the rights and duties under this license.

## Force Majeure

Neither party will be in violation of the License if the failure to perform an obligation is due to an extraordinary event beyond their control, such as significant failure of a part of the power grid, Internet failure, natural disaster, war, riot, epidemic, pandemic, strike or labor action, or terrorism (the "Force Majeure").

If a Force Majeure occurs, License shall be automatically suspended during such time as the Force Majeure continues and neither party shall be liable to the other for non-performance or delay in the performance of required obligations due to the Force Majeure, provided that the non-performing Party gives prompt and reasonable written notice via email of its inability to perform and uses reasonable efforts to resume its performance as soon as possible. No Force Majeure event excuses or delays the Licensee's obligation with respect to Payment, Intellectual Property, or Confidential Information rights.

## Enforceability

If any portion of License is found unenforceable or unlawful, by court or other authority, the rest of License shall be considered valid and will continue in effect.

At the discretion of Licensor, any unenforceable or unlawful portion shall be reformed to the extent possible to make it enforceable and give business efficacy to the License.

Each party may enforce its respective rights under the License even if it has waived the right or failed to enforce the same or other rights in the past. The relationship between Licensor and Licensee is of independent contractors and not business partners.

## Governing Law & Jurisdiction

Any disputes arising out of License or the Agreement of License shall be litigated, arbitrated, or governed by the law of the jurisdiction of Oakland County, Michigan, United States. Licensee shall not make a claim, or any legal action in relation to Agreement sought more than thirty (30) days after Termination.

## Revisions

Licensor retains the right to revise this License at any time and for any reason. Such revisions will be effective immediately and supersede the form and part of the License that has been revised.

This License continues the complete and exclusive understanding between each Party regarding its subject matter and supersedes and replaces any prior License, written or oral.

## Survivability of Provisions

The following provisions in this agreement shall survive Termination of the License:

* Liability
* Warranty
* Intellectual Property & Confidential Information
* Indemnification
* Enforceability
* Governing Law & Jurisdiction
* Revisions
* Survivability of Provisions
