Terms and Conditions

These Terms of Service (the “Terms”) are a legal agreement between you (“you,” “your”) and Prepits Inc. (“we”,“us”, “Prepit”) with respect to Prepit’s Mobile App, its website prepitapp , and all associated services (collectively, the “Services”). These Terms apply to: (i) your use of the Services; and (ii) the use of the Services by third parties authorized by you through your Prepit account.

By accessing, using or continuing to use the Services, you agree to be legally bound by the Terms and all terms, policies and guidelines incorporated by reference into the Terms. If you do not agree with the Terms in their entirety, you may not use the Services. You may use the Services You may give access to the Services as part of an offering to your customers, and in these Terms, they are referred to as “Customers.”

1. Privacy You agree to Prepit’s

2. Account Registration

You must open an account with Prepit (a “Prepit Account”) to use the Services. During registration, we will ask you for information including your name and other personal information. You must provide accurate and complete information in response to our questions and keep that information current. You are fully responsible for all activity that occurs under your Prepit Account, including for any actions taken by persons to whom you have granted access to the Prepit Account. Prepit reserves the right to suspend or terminate the Prepit Account of any user who provides inaccurate, untrue or incomplete information or who fails to comply with the account registration requirements.

3. Restrictions You may not, nor may you permit any third

party, directly or indirectly, to:

(a) directly or indirectly export the Services, which may be subject to export restrictions imposed by Canadian law; (b) access or monitor any material or information on any Prepit system using any manual process or robot, spider, scraper, or other automated means; (c) except to the extent that any restriction is expressly prohibited by law, violate the restrictions on any Service, work around, bypass, or circumvent any of the technical limitations of the Services, use any tool to enable features or functionalities that are otherwise disabled in the Services, or decompile, disassemble or otherwise reverse engineer the Services; (d) perform or attempt to perform any actions that would interfere with the proper working of the Services, prevent access to or use of the Services by our other customers, or impose an unreasonable or disproportionately large load on our infrastructure; (e) copy, reproduce, alter, modify, create derivative works, publicly display, republish, upload, post, transmit, resell or distribute in any way material, information or Services from Prepit; (f) use and benefit from the Services via a rental, lease, timesharing, service bureau or other arrangement; (g) transfer any rights granted to you under these Terms; (h) use the Services for any illegal activity or goods or in any way that exposes you, other Prepit users, our partners, or Prepit to harm; or (i) otherwise use the Services except as expressly allowed under these Terms. If we reasonably suspect that your Prepit Account has been used for an unauthorized, illegal, or criminal purpose, you give us express authorization to share information about you, your Prepit Account, and any of your transactions with law enforcement.

4. Compatible Hardware We do not warrant that the Services

will be compatible with your mobile device or carrier. Your use of the Services may be subject to the terms of your agreements with your mobile device manufacturer or your carrier. You may not use a modified device to use the Services if the modification is contrary to the manufacturer’s software or hardware guidelines, including disabling hardware or software controls.

5. Your Content

The Services may include functionality for uploading or providing photos, logos, products, promotions, advertisements and other materials or information, including information from your Customers (“Content”). You grant us and our subsidiaries, affiliates, and successors a worldwide, non-exclusive, royalty-free, fully-paid, transferable, and sub-licensable right to use, reproduce, modify, adapt, publish, prepare derivative works of, distribute, publicly perform, and publicly display your Content throughout the world in any media in order to provide and promote the Services.

You retain all rights in your Content, subject to the rights you granted to us in these General Terms. You may modify or remove your Content via your Prepit Account or by terminating your Prepit Account, but your Content may persist in historical, archived or cached copies and versions thereof available on or through the Services. You will not upload or provide Content or otherwise post, transmit, distribute, or disseminate through the Services any material that: (a) is false, misleading, unlawful, obscene, indecent, lewd, pornographic, defamatory, libelous, threatening, harassing, hateful, abusive, or inflammatory; (b) encourages conduct that would be considered a criminal offense or gives rise to civil liability; (c) breaches any duty toward or rights of any person or entity, including rights of publicity, privacy or trademark; (d) contains corrupted data or any other harmful, disruptive, or destructive files;(e) advertises products or services competitive with Prepit’s or its partners’ products and services, as determined by us in our sole discretion; (f) in our sole judgment, is objectionable, restricts or inhibits any person or entity from using or enjoying any portion of the Services, or which may expose Prepit, its affiliates, its customers or its partners to harm or liability of any nature; or (g) was obtained in breach of any applicable law, including personal privacy statutes, anti-spam legislation and consumer protection laws.

Although we have no obligation to monitor any Content, we have absolute discretion to remove Content at any time and for any reason without notice. You understand that by using the Services, you may be exposed to Content that is offensive, indecent, or objectionable. We take no responsibility and assume no liability for any Content, including any loss of or damage to any of your Content.

6. Intellectual Property

Prepit respects the copyright and trademark rights of others and asks you to do the same. In the event your Content infringes the copyrights, trademarks, or any intellectual property of others, Prepit may suspend or terminate your access the Services.

7. Security

We have implemented technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration, or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You provide your personal information at your own risk.

You are responsible for safeguarding your password and for restricting access to the Services from your compatible mobile devices and computer(s). You will immediately notify us of any unauthorized use of your password or Prepit Account or any other breach of security.

8. Communications

You consent to accept and receive communications from us, including e-mail, text messages, calls, and push notifications to the cellular telephone number you provide to us. Standard message and data rates applied by your cell phone carrier may apply to the text messages we send you. You may opt-out of receiving communications by following the unsubscribe options we provide to you in those communications. You acknowledge that opting out of receiving communications may impact your use of the Services.

9. Fees and Taxes

You shall pay Prepit any fees specified in its Order Form, in accordance with the timing and currency specified in the Order Form. Overdue amounts shall accrue interest at a rate which is the lesser of: two percent (2%) per month or the maximum rate allowable by law. You are responsible for all taxes applicable to the fees and charges in any applicable jurisdiction. Any Prepit fees will be deducted from your transaction proceeds, plus any applicable taxes. We reserve the right to change our Fees upon thirty (30) days’ advance notice. Your continued use of the Services after notice of a change to our Fees will constitute your agreement to such changes.

10. Termination

We may terminate these Terms or suspend or terminate your Prepit Account or your access to any Service, at any time upon notice to you. You may terminate these Terms by deactivating your Prepit Account at any time.

11. Effect of Termination

If these Terms or your Prepit Account is terminated or suspended for any reason: (a) the license and any other rights granted under these Terms will end, (b) we may (but have no obligation to) delete your information and account data stored on our servers, and (c) we will not be liable to you or any third party for compensation, reimbursement, or damages for any termination or suspension of the Services, or for deletion of your information or account data. In addition to any payment obligations under these Terms, the following sections of these General Terms survive and remain in effect in accordance with their terms upon termination: 5 (Your Content), 6 (Intellectual Property), 11 (Effect of Termination), 13 (Ownership), 14 (Indemnity), 15 (Representations and Warranties), 16 (No Warranties), 17 (Limitation of Liability), 18 (Third Party Products), 19 (Governing Law), 20 (Assignment), and 22 (Miscellaneous).

12. Your License

We grant you a limited, non-exclusive, revocable, non-transferable, non-sublicensable license to use the software that is part of the Services, as authorized in these Terms. We may make software updates to the Services available to you, which you must install to continue using the Services. Any such software updates may be subject to additional terms made known to you at that time.

13. Ownership

We reserve all rights not expressly granted to you in these Terms. We own all rights, title, interest, copyright and other worldwide Intellectual Property Rights (as defined below) in the Services and all copies of the Services. These Terms do not grant you any rights to our trademarks or service marks. For the purposes of these Terms, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights, and other intellectual property rights that may exist now or come into existence in the future, and all of their applications, registrations, renewals and extensions, under the laws of any province, country, territory or other jurisdiction. You may submit comments or ideas about the Services (“Feedback”). By submitting any Feedback, you agree that your disclosure is gratuitous, unsolicited, and without restriction, that it will not place us under any fiduciary, confidentiality or other obligation, and that we are free to use the Feedback without any additional compensation to you, and/or to disclose the Feedback on a non-confidential basis or otherwise to anyone.

14. Indemnity

You will indemnify, defend, and hold us and our respective employees, directors, agents, affiliates, and representatives harmless from and against any and all claims, costs, losses, damages, judgments, tax assessments, penalties, interest, and expenses (including reasonable legal’ fees) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a person or entity that arises out of or relates to: (a) any actual or alleged breach of your representations, warranties, or obligations set forth in these Terms; (b) your wrongful or improper use of the Services; (c) your violation of any third-party right, including any right of privacy, publicity rights or Intellectual Property Rights; (d) your violation of any law, rule or regulation of Canada (including its provinces and territories) or any other country; and (e) any other party’s access and/or use of the Services with your unique name, password or other appropriate security code.

15. Representations and Warranties

You represent and warrant to us that: (a) you are at least eighteen (18) years of age; (b) you are eligible to register and use the Services and have the right, power, and ability to enter into and perform under these Terms; (c) any information you provide accurately and truthfully represents your business or personal identity under which you sell goods and services; (d) you and all transactions initiated by you will comply with all federal, provincial, territorial, and local laws, rules, and regulations applicable to you and/or your business, including all laws governing the protection of personal information, anti-spam legislation and consumer protection laws; (e) you will not use the Services, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the operation of the Services; and (f) your use of the Services will be in compliance with these Terms.

16. No Warranties

THE SERVICES ARE PROVIDED “AS IS” WITHOUT REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED, OR STATUTORY. WITHOUT LIMITING THE FOREGOING, PREPIT SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. PREPIT DOES NOT WARRANT OR GUARANTEE THAT THE SERVICES ARE ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED, ERROR-FREE, WITHOUT DEFECT OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. Prepit does not warrant, endorse, guarantee, or assume responsibility for any product or services advertised or offered by a third party. Prepit does not have control of, or liability for, goods or services that are paid for using the Services.

17. Limitations of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL PREPIT BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE SERVICES. IN ALL CASES, PREPIT WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE. UNDER NO CIRCUMSTANCES WILL PREPIT BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR PREPIT ACCOUNT, OR THE INFORMATION CONTAINED THEREIN. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL LIABILITY OF PREPIT IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES EARNED BY US IN CONNECTION WITH YOUR USE OF THE SERVICES DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY, OR (B) $100.

Prepit makes no representations that the Services are appropriate or available for use other than in Canada. Those who access or use the Services from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable Canadian and local laws and regulations, including but not limited to export and import regulations.

18. Third Party Products

All third party hardware and other products used with the Services are not the responsibility of Prepit and should be used solely according to the warranty and other terms specified by the manufacturer, who is solely responsible for service and support for its product. For service, support, or warranty assistance, you should contact the manufacturer directly. PREPIT MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO SUCH THIRD PARTY PRODUCTS, AND EXPRESSLY DISCLAIMS ANY WARRANTY OR CONDITION OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.

19. Governing Law

These Terms and any related dispute will be governed by Ontario law and/or applicable Canadian federal law, without regard to choice of law or conflicts of law principles.

20. Assignment

These Terms and any rights and licenses granted hereunder or thereunder may not be transferred or assigned by you and any attempted transfer or assignment will be null and void.

21. Third Party Services

You may be offered services, products and promotions provided by third parties and not by Prepit (“Third Party Services”). If you decide to use Third Party Services you will be responsible for reviewing and understanding the terms and conditions for these services. We are not responsible for the performance of any Third Party Services. The Services may contain links to third party websites. The inclusion of any website link does not imply an approval, endorsement, or recommendation by Prepit. Such third party websites are not governed by these Terms. You access any such website at your own risk. We expressly disclaim any liability for these websites. When you use a link to go from the Services to a third party website, our Privacy Policy is no longer in effect. Your browsing and interaction on a third party website, including those that have a link in the Services, are subject to that website’s own terms, rules and policies.

22. Miscellaneous

These Terms, and any other applicable policies, are a complete statement of the agreement between you and Prepit regarding the Services. In the event of a conflict between these Terms and any other Prepit agreement or policy, these Terms will prevail and control the subject matter of such conflict. If any provision of these Terms is invalid or unenforceable under applicable law, then it will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect. These Terms do not limit any rights that we may have under trade secret, copyright, patent, or other laws. No waiver of any term of these Terms will be deemed a further or continuing waiver of such term or any other term.

23. Contact Information

Please contact Prepit Support at: info@prepitapp.com

for all customer support and account related inquiries.