Terms of Service — Pre1 Software

1. Agreement to Terms

These Terms of Service (“Terms”) constitute a legally binding agreement between you or the entity you represent (“Customer,” “you,” or “your”) and Pre1 Software (“Pre1,” “we,” “us,” or “our”) governing your access to and use of SmartPublisher software, cloud and hosted services, APIs, Model Context Protocol (“MCP”) servers, and related websites (collectively, the “Services”).

By creating an account, accessing, or using the Services, you agree to be bound by these Terms. If you are entering into these Terms on behalf of an organization, you represent that you have authority to bind that organization to these Terms.

2. Description of Services

SmartPublisher is a publishing management platform providing advertising order management, subscriber management, billing, scheduling, layout integration, reporting, and customer relationship capabilities. Pre1 provides hosted cloud infrastructure, application access, maintenance, and support as specified in your order form or subscription agreement.

3. Accounts, Roles, and Security

You are responsible for maintaining the confidentiality of login credentials and authorized API tokens. You agree to notify Pre1 promptly of any unauthorized access to your account or any known security breach.

Each user account must be associated with an individual person. Shared accounts are prohibited unless specifically authorized in writing by Pre1. You are responsible for all activities that occur under your user accounts and tenant organizations.

4. Customer Data and Intellectual Property

Customer Data: As between the parties, you retain all rights, title, and interest in and to all data, content, publications, subscriber records, advertising copy, and files uploaded, created, or stored in the Services by you or your authorized users (“Customer Data”). You grant Pre1 a worldwide, non-exclusive, royalty-free license to access, process, host, copy, and transmit Customer Data solely to provide, secure, and maintain the Services.

Pre1 Intellectual Property: Pre1 and its licensors retain all right, title, and interest in and to the Services, including software, code, architectures, layouts, interfaces, documentation, trademarks, and service marks. Nothing in these Terms grants you ownership of or rights to any intellectual property of Pre1, except for the limited access rights expressly granted herein.

5. Third-Party Integrations and Connected Services

The Services may enable you to connect external third-party services, such as Google Workspace/Gmail, Microsoft 365/Entra ID, payment gateways, and accounting providers. Your use of third-party services is subject to their respective terms and privacy policies.

Pre1 is not responsible for the availability, security, or performance of external third-party services. Disconnecting an integration stops further token refresh and token use in SmartPublisher for that integration.

6. Acceptable Use Policy

You agree not to, and will not permit any third party to:

• Reverse engineer, decompile, disassemble, or attempt to derive source code of the Services.
• Circumvent or disable any tenant isolation, rate limit, security, or authentication controls.
• Use the Services to store or transmit malware, viruses, or harmful code.
• Send unsolicited bulk commercial email (spam) or violate applicable email sending laws (e.g., CAN-SPAM Act).
• Use the Services for fraudulent, abusive, or unlawful activities.
• Interfere with or disrupt the integrity or performance of the Services or cloud infrastructure.

7. Subscriptions, Fees, and Payment

Fees for the Services are specified in your applicable subscription agreement, order form, or invoice. Unless otherwise agreed, fees are billed in advance on a recurring monthly or annual basis and are non-refundable.

Failure to pay outstanding fees within the agreed grace period may result in suspension or termination of access to the Services upon notice.

8. Confidentiality

Each party agrees to protect the Confidential Information of the other party with the same degree of care it uses for its own confidential information, but in no event less than a reasonable standard of care. Confidential Information includes non-public technical specifications, pricing, business plans, and Customer Data.

9. Disclaimer of Warranties

EXCEPT AS EXPRESSLY SET FORTH IN A WRITTEN CUSTOMER AGREEMENT, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. PRE1 DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PRE1, ITS DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, DATA, GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH THE SERVICES.

PRE1'S TOTAL AGGREGATE LIABILITY ARISING UNDER OR RELATED TO THESE TERMS SHALL NOT EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY CUSTOMER TO PRE1 FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

11. Term and Termination

These Terms remain in effect until terminated by either party in accordance with your subscription agreement or these Terms. Either party may terminate for material breach if such breach remains uncured thirty (30) days after written notice.

Upon termination, access to the Services will cease. Pre1 will make Customer Data available for export for thirty (30) days following termination, after which it will be deleted from active production databases in accordance with our Privacy Policy.

12. Governing Law and Venue

These Terms shall be governed by and construed in accordance with the laws of the State of Oregon, without regard to its conflict of law principles. Any legal proceeding arising out of or related to these Terms shall be instituted exclusively in state or federal courts located in Multnomah County, Oregon.

13. Contact Information

For questions or notices regarding these Terms, contact: