CRUCIAL TERMS OF SERVICE

Welcome to Crucial, a production network helping users to manage commercial production projects. Crucial is owned and operated by Crucial LLC. These Terms of Use are intended to explain our obligations as a service provider and Your obligations as an end user (“You”). Please read them carefully.

Terms are binding on any use of the Service and apply to You from the time that Crucial provides You with access to the Service. The Crucial Service will evolve over time based on user feedback. Crucial reserves the right to change these terms at any time, effective upon the posting of modified terms and Crucial will make every effort to communicate these changes to You via email or notification via the Website. It is likely the terms of use will change over time. It is Your obligation to ensure that You have read, understood and agree to the most recent terms available on the Website.

By registering to use the Service you acknowledge that You have read and understood these Terms and have the authority to act on behalf of any person for whom You are using the Service. You are deemed to have agreed to these Terms on behalf of any entity for whom you use the Service.

1. DEFINITIONS

“Agreement” means these Terms of Use.
“Access Fee” means the fee (excluding taxes, if applicable) payable by You in accordance with the fee schedule set out by Crucial (which Crucial may change from time to time on notice to You).
“Additional User” means any person or entity, other than the Subscriber, that uses the Service with the authorization of the Subscriber from time to time.
“Confidential Information” includes all information exchanged between the parties to this Agreement, whether in writing, electronically or orally, including the Service but does not include information which is, or becomes, publicly available other than through unauthorized disclosure by the other party.
“Data” means any data and information inputted by You or with Your authority into the Website.

“Intellectual Property Right” means any patent, trademark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.

“Participating Service Providers” means third-party independent contractors that have agreed to provide production support services through Crucial.

“Crucial” means Crucial LLC and all current and future global subsidiaries of Crucial LLC

“Service” means production network services provided by Crucial (as may be changed or updated from time to time by Crucial).
“Website” means the Internet sites at the domains www.prepio.io or any other site operated by Crucial

“Subscriber” means the person who registers to use the Service, and, where the context permits, includes any entity on whose behalf that person registers to use the Service.
“You” means the Subscriber, and where the context permits, an Additional User. “Your” has a corresponding meaning.

2. USE OF SOFTWARE

Crucial grants You the right to access and use the Service via the Website and the Crucial mobile application. This right is non-exclusive, non-transferable, and limited by and subject to this Agreement. You acknowledge and agree that, subject to any applicable written agreement between the Subscriber and the Additional Users, or any other applicable laws:

  • the Subscriber determines who is an Additional User;
  • the Subscriber is responsible for all Additional Users’ use of the Service;
  • if there is any dispute between a Subscriber and an Additional User regarding access to any organization or Service, the Subscriber shall decide what access or level of access to the relevant Data or Service that Additional User shall have, if any.

3. YOUR OBLIGATIONS AND RESPONSIBILITIES

Payment obligations:

  • An invoice for the Access Fee may be issued at the beginning of each job by Crucial or through STRIPE or other service provider directly. You have added Yourself or Your organization to Your Crucial account. All invoices will include the Access Fee. All Crucial invoices will be sent to You, or to a Billing Contact whose details are provided by You, by email. You must pay or arrange payment of all amounts specified in any invoice by the due date for payment and are payable within 10 days of the invoice date. You are responsible for payment of all taxes in addition to the Access Fee.

Preferential pricing or discounts:

  • You may from time to time be offered preferential pricing or discounts for the Services. Eligibility for such preferential pricing or discounts is conditional upon Your acceptance of responsibility for payment of any Access Fees. Without prejudice to any other rights that Crucial may have under these Terms or at law, Crucial reserves the right to render invoices for the full (non-discounted) Access Fees due or suspend or terminate Your use of the Service in the event that any invoices for those Access Fees are not paid in full by the due date for payment.

General obligations:

  • You must only use the Service and Website for Your own lawful purposes, in accordance with these Terms and any notice sent by Crucial or condition posted on the Website. You may use the Service and Website on behalf of others or in order to provide services to others but if You do so you must ensure that You are authorized to do so and that all persons for whom or to whom services are provided comply with and accept all terms of this Agreement that apply to You.
  • Automated Bank transaction data delivered into Your Crucial account: Where available, automated bank account transaction data feeds are generally provided to You free of charge. However, Crucial reserves the right to pass on any charges related to the provision of bank feed data on a case-by-case basis at Crucial’s sole discretion. Crucial would first inform You via email to indicate what those charges are likely to be (as such charges may vary depending on Your bank and Your volume of bank feeds). You have the option to decide to discontinue use of automated bank feeds at any time. To exercise this option, you must give Crucial sufficient prior notice of which automated bank account transaction data feeds you want to discontinue. Upon receiving such notice Crucial will arrange for such feeds to be terminated in accordance with each bank’s usual practices.

Access conditions:

  • You must ensure that all usernames and passwords required to access the Service are kept secure and confidential. You must immediately notify Crucial of any unauthorized use of Your passwords or any other breach of security and Crucial will reset Your password and You must take all other actions that Crucial reasonably deems necessary to maintain or enhance the security of Crucial’s computing systems and networks and Your access to the Services.
  • As a condition of these Terms, when accessing and using the Services, You must:
  • not attempt to undermine the security or integrity of Crucial’s computing systems or networks or, where the Services are hosted by a third party, that third party’s computing systems and networks;
  • not use, or misuse, the Services in any way which may impair the functionality of the Services, Application or Website, or impair the ability of any other user to use the Services, Application or Website;
  • not attempt to gain unauthorized access to any materials other than those to which You have been given express permission to access or to the computer system on which the Services are hosted;
  • not transmit, or input into the Website, any: files that may damage any other person’s computing devices or software, content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which You do not have the right to use); and
  • not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Services or to operate the Website except as is strictly necessary to use either of them for normal operation.

Usage Limitations:

  • Use of the Service may be subject to limitations, including but not limited to monthly transaction volumes and the number of calls You are permitted to make against Crucial’s application programming interface. Any such limitations will be specified within the Service.

Affiliate Program:

  • From time to time Crucial may implement an affiliate program through which entities may help Crucial obtain Subscribers in exchange for an affiliate referral fee. The terms of the affiliate program will be specified by Crucial at the time of implementation with an affiliate.

Communication Conditions:

  • As a condition of these Terms, if You use any communication tools available through the Website (such as any forum, chat room or message center), You agree only to use such communication tools for lawful and legitimate purposes. You must not use any such communication tool for posting or disseminating any material unrelated to the use of the Services, including (but not limited to): offers of goods or services for sale, unsolicited commercial e-mail, files that may damage any other person’s computing devices or software, content that may be offensive to any other users of the Services or the Website, or material in violation of any law (including material that is protected by copyright or trade secrets which You do not have the right to use). When You make any communication on the Website, You represent that You are permitted to make such communication. Crucial is under no obligation to ensure that the communications on the Website are legitimate or that they are related only to the use of the Services. As with any other web-based forum, You must exercise caution when using the communication tools available on the Website. However, Crucial does reserve the right to remove any communication at any time in its sole discretion.

Indemnity:

  • You indemnify Crucial against all claims, costs, damage and loss arising from Your breach of any of these Terms or any obligation You may have to Crucial, including (but not limited to) any costs relating to the recovery of any Access Fees that are due but have not been paid by You.

Network Contacts:

  • When you use our Services, you will have the opportunity to initiate contact with Participating Service Providers. Participating Service Providers are neither employees nor agents of Crucial. Communicating with a Participating Service Providers through Crucial is NOT required. However, if you choose to communicate with a Participating Service Provider through Crucial, please note the following:
  • When you contact a Participating Service Provider through Crucial, please note that any business relationship formed during the course of that interaction is strictly between you and the Participating Service Provider and expressly EXCLUDES Crucial.
  • When you contact a Participating Service Provider through Crucial, they may ask you for some information regarding you and your project in order to properly address your needs. By using our Services, you consent to sharing such personally identifying information for the purpose securing services with both the Participating Service Provider and with Crucial. Crucial will have access to any communications submitted through our platform for fulfillment and quality assurance purposes.
  • If you wish to create an arrangement with a Participating Service Provider it will be on whatever terms you establish with the Participating Service Provider. Those terms do NOT involve Crucial and, except for pre-negotiating special discounts for our members, we do not set, control or influence them. For example, the Participating Service Provider may ask you to sign a formal agreement regarding the scope of work they will perform, the cost of their services, and the handling of any out of pocket expenses they may incur.
  • Crucial is an information provider and does not endorse or recommend any service providers, including any of the Participating Service Providers. Crucial makes no representation or warranty as to the qualifications or competency of any Participating Service Providers or as to the quality or completeness of any Participating Service Providers’ work.

Crucial SHALL HAVE NO RESPONSIBILITY OR LIABILITY OF ANY KIND FOR ANY SERVICES RENDERED BY ANY SERVICE PROVIDER OR INDIVIDUAL YOU ENCOUNTER ON OR THROUGH OUR WEBSITE, AND ANY USE OR RELIANCE ON SUCH PROFESSIONAL SERVICES IS SOLELY AT YOUR OWN RISK.

4. CONFIDENTIALITY AND PRIVACY

Confidentiality:

  • Unless the relevant party has the prior written consent of the other or unless required to do so by law:
  • Each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with these Terms. Neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by these Terms.
  • Each party’s obligations under this clause will survive termination of these Terms.
  • This provision shall not apply to any information which:
  • is or becomes public knowledge other than by a breach of this clause;
  • is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;
  • is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or
  • is independently developed without access to the Confidential Information.

Privacy:

  • Crucial maintains a privacy policy that sets out the parties’ obligations in respect of personal information. You should read that policy at [ ] and You will be taken to have accepted that policy when You accept these Terms.

5. INTELLECTUAL PROPERTY

General:

  • Title to, and all Intellectual Property Rights in the Website and any documentation relating to the Services remain the property of Crucial (or its licensors).

Ownership of Data:

  • Title to, and all Intellectual Property Rights (if any) in, the Data remain Your property. However, Your access to the Data is contingent on full payment of the Crucial Access Fee when due. You grant Crucial a license to use, copy, transmit, store, and back-up Your information and Data for the purposes of enabling You to access and use the Services and for any other purpose related to the provision of services to You. You also grant Crucial the right to use the Data anonymously and in the aggregate to improve the Services and provide Services to other customers.

Backup of Data:

  • You must maintain copies of all Data inputted into the Service. Crucial adheres to its best practice policies and procedures to prevent data loss, including a daily system data back-up regime but does not make any guarantees that there will be no loss of Data. Crucial expressly excludes liability for any loss of Data no matter how caused.

Third party applications and your Data:

  • If You enable third-party applications for use in conjunction with the Services, You acknowledge that Crucial may allow the providers of those third-party applications to access Your Data as required for the interoperation of such third- party applications with the Services. Crucial shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by third-party application providers.

Third party content:

  • Content from other users, suppliers, advertisers, and other third parties may be made available to You through the Services. Because Crucial does not control such content, You agree that Crucial is not responsible for any such content. Crucial does not make any guarantees about the accuracy, currency, suitability, or quality of the information in such content, and Crucial assumes no responsibility for unintended, objectionable, inaccurate, misleading, or unlawful content made available by other users, advertisers, and other third parties or violation of any third party rights related to such content. The Services may contain links to websites not operated by Crucial. Crucial is not responsible for the content, products, materials, or practices (including privacy practices) of such websites. You understand that by using the Site and/or Services You may be exposed to third-party websites that You find offensive, indecent or otherwise objectionable. Crucial makes no warranty, representation, endorsement, or guarantee regarding, and accept no responsibility for, the quality, content, nature or reliability of third-party websites, products or services accessible by hyperlink or otherwise from the Site or Services. Crucial provides these links for Your convenience only and does not control such websites. Crucial’s inclusion of links to such websites does not imply any endorsement of the materials on such third party websites or any association with their operators. The Services may contain links to websites that are operated by Crucial but which operate under different terms. It is Your responsibility to review the privacy policies and Terms of Service of any other website You visit.

YOU AGREE THAT IN NO EVENT WILL Crucial BE LIABLE TO YOU IN CONNECTION WITH ANY WEBSITES, CONTENT, MATERIALS, OR PRACTICES OF ANY THIRD PARTY.

6. WARRANTIES AND ACKNOWLEDGEMENTS

Authority:

  • You warrant that where You have registered to use the Service on behalf of another person, You have the authority to agree to these Terms on behalf of that person and agree that by registering to use the Service You bind the person on whose behalf You act to the performance of any and all obligations that You become subject to by virtue of these Terms, without limiting Your own personal obligations under these Terms.

Acknowledgment:

  • You acknowledge that: You are authorized to use the Services and the Website and to access the information and Data that You input into the Website, including any information or Data input into the Website by any person you have authorized to use the Service. You are also authorized to access the processed information and Data that is made available to You through Your use of the Website and the Services (whether that information and Data is Your own or that of anyone else).
  • Crucial has no responsibility to any person other than You and nothing in this Agreement confers, or purports to confer, a benefit on any person other than You. If You use the Services or access the Website on behalf of or for the benefit of anyone other than yourself (whether a body corporate or otherwise) you agree that:
  • You are responsible for ensuring that You have the right to do so;
  • You are responsible for authorizing any person who is given access to information or Data, and you agree that Crucial has no obligation to provide any person access to such information or Data without Your authorization and may refer any requests for information to You to address; and
  • You will indemnify Crucial against any claims or loss relating to:
  • Crucial’s refusal to provide any person access to Your information or Data in accordance with these Terms,
  • Crucial’s making available information or Data to any person with Your authorization.
  • The provision of, access to, and use of, the Services is on an “as is ” basis and at Your own risk.
  • Crucial does not warrant that the use of the Service will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Service, including public telephone services, computer networks, and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Services. Crucial is not in any way responsible for any such interference or prevention of Your access or use of the Services.
  • It is Your sole responsibility to determine that the Services meet Your needs and are suitable for the purposes for which they are used.
  • You remain solely responsible for complying with all applicable rules, laws, and regulations. It is Your responsibility to check that storage of and access to your Data via the Software and the Website will comply with laws applicable to you (including any laws requiring you to retain records).

Warranty Disclaimer:

THE SERVICES AND ANY OTHER PRODUCTS AND SERVICES PROVIDED BY Crucial TO YOU ARE PROVIDED “AS-IS”, “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTIES, REPRESENTATIONS OR CONDITIONS OF ANY KIND. Crucial HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES, REPRESENTATIONS OR CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE. Crucial DOES NOT WARRANT THAT THE SERVICE WILL OPERATE WITHOUT INTERRUPTION OR BE ERROR FREE.

7. LIMITATION OF LIABILITY

  • To the maximum extent permitted by law, Crucial excludes all liability and responsibility to You (or any other person) in contract, tort (including negligence), or otherwise, for any loss (including loss of information, Data, profits and savings) or damage resulting, directly or indirectly, from any use of, or reliance on, the Service or Website.
  • If You suffer loss or damage as a result of Crucial’s negligence or failure to comply with these Terms, any claim by You against Crucial arising from Crucial’s negligence or failure will be limited in respect of any one incident, or series of connected incidents, to the Access Fees paid by You in the previous 12 months.
  • If You are not satisfied with the Service, Your sole, and exclusive remedy is to terminate these Terms in accordance with Termination Clause below.

8. TERMINATION

No-fault termination:

  • These Terms will continue for the period covered by the Access Fee paid or payable by You. At the end of each billing period these Terms will automatically continue for another period of the same duration as that period, provided You continue to pay the prescribed Access Fee when due, unless either party terminates these Terms by giving notice to the other party at least 30 days before the end of the relevant payment period. If You terminate these Terms You shall be liable to pay all relevant Access Fees on a pro-rata basis for each day of the then current period up to and including the day of termination of these Terms.

Breach:

  • If You: breach any of these Terms (including, without limitation, by non-payment of any Access Fees) and do not remedy the breach within 14 days after receiving notice of the breach if the breach is capable of being remedied;
  • breach any of these Terms and the breach is not capable of being remedied (which includes (without limitation) any breach of any payment of Access Fees that are more than 30 days overdue); or
  • You or Your business become insolvent or Your business goes into liquidation or has a receiver or manager appointed of any of its assets or if You become insolvent, or make any arrangement with Your creditors, or become subject to any similar insolvency event in any jurisdiction,
  • Crucial may take any or all of the following actions, at its sole discretion:
  • Terminate this Agreement and Your use of the Services and the Website;
  • Suspend for any definite or indefinite period of time, Your use of the Services and the Website;
  • Suspend or terminate access to all or any Data.
  • Take either of the actions above in respect of any or all other persons whom You have authorized to have access to Your information or Data.
  • For the avoidance of doubt, if payment of any invoice for Access Fees due in relation to any of Your Billing Contacts, Billing Plans or any of Your Organizations (as defined in clause 3) is not made in full by the relevant due date, Crucial may: suspend or terminate Your use of the Service, the authority for all or any of Your Organizations to use the Service, or Your rights of access to all or any Data.

Accrued Rights:

  • Termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. On termination of this Agreement You will:
  • remain liable for any accrued charges and amounts which become due for payment before or after termination; and
  • immediately cease to use the Services and the Website.
  • Expiry or termination: Clauses 3, 4, 5, 6, 7, 8 and 10 survive the expiration or termination of these Terms.

9. HELP DESK

Technical Problems:

  • In the case of technical problems You must make all reasonable efforts to investigate and diagnose problems before contacting Crucial. If You still need technical help, please check the support provided online by Crucial on the Website or failing that email us at support@Crucial.io.

Service availability:

  • Crucial intends to make the Services available from 9:00 am to 6:00 pm EST, during business days, and after business hours during business days until 11:00 pm, and weekends from 10:00 am EST to 8:00 pm EST (response time may be longer after business hours and on weekends). Crucial is passionate about customer service and always strives to be there when called upon, however, it is possible that on occasions the Services or Website may be unavailable to permit maintenance or other development activity to take place. If for any reason Crucial has to interrupt the Services for longer periods than Crucial would normally expect, Crucial will use reasonable endeavors to publish in advance details of such activity on the Website.

10. GENERAL

Entire agreement:

  • These Terms, together with the Crucial Privacy Policy and the terms of any other notices or instructions given to You under these Terms of Use, supersede and extinguish all prior agreements, representations (whether oral or written), and understandings and constitute the entire agreement between You and Crucial relating to the Services and the other matters dealt with in these Terms.

Waiver:

  • If either party waives any breach of these Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.

Delays:

  • Neither party will be liable for any delay or failure in performance of its obligations under these Terms if the delay or failure is due to any cause beyond its reasonable control. This clause does not apply to any obligation to pay money.

No Assignment:

  • You may not assign or transfer any rights to any other person without Crucial’s prior written consent.

Governing law and jurisdiction:

  • The State of California law shall govern this Agreement and You submit to the exclusive jurisdiction of the state courts in San Francisco, California for all disputes arising out of or in connection with this Agreement.

Severability:

  • If any part or provision of these Terms is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this Agreement will be binding on the parties.

Notices:

  • Any notice given under these Terms by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to Crucial must be sent to support@Crucial.io or to any other email address notified by email to You by Crucial. Notices to You will be sent to the email address which You provided when setting up Your access to the Service.

Rights of Third Parties:

  • A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.

These Terms of Use were last updated on May 12, 2020

PREPRO TERMS OF SERVICE

Welcome to Prepro, a production network helping users to manage commercial production projects. Prepro is owned and operated by PREPRO LLC. These Terms of Use are intended to explain our obligations as a service provider and Your obligations as an end user (“You”). Please read them carefully.

Terms are binding on any use of the Service and apply to You from the time that Prepro provides You with access to the Service. The Prepro Service will evolve over time based on user feedback. Prepro reserves the right to change these terms at any time, effective upon the posting of modified terms and Prepro will make every effort to communicate these changes to You via email or notification via the Website. It is likely the terms of use will change over time. It is Your obligation to ensure that You have read, understood and agree to the most recent terms available on the Website.

By registering to use the Service you acknowledge that You have read and understood these Terms and have the authority to act on behalf of any person for whom You are using the Service. You are deemed to have agreed to these Terms on behalf of any entity for whom you use the Service.

1. DEFINITIONS

“Agreement” means these Terms of Use.
“Access Fee” means the fee (excluding taxes, if applicable) payable by You in accordance with the fee schedule set out by Prepro (which Prepro may change from time to time on notice to You).
“Additional User” means any person or entity, other than the Subscriber, that uses the Service with the authorization of the Subscriber from time to time.
“Confidential Information” includes all information exchanged between the parties to this Agreement, whether in writing, electronically or orally, including the Service but does not include information which is, or becomes, publicly available other than through unauthorized disclosure by the other party.
“Data” means any data and information inputted by You or with Your authority into the Website.

“Intellectual Property Right” means any patent, trademark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.

“Participating Service Providers” means third-party independent contractors that have agreed to provide production support services through Prepro.

“Prepro” means PREPRO LLC and all current and future global subsidiaries of PREPRO LLC

“Service” means production network services provided by Prepro (as may be changed or updated from time to time by Prepro).
“Website” means the Internet sites at the domains www.prepio.io or any other site operated by Prepro

“Subscriber” means the person who registers to use the Service, and, where the context permits, includes any entity on whose behalf that person registers to use the Service.
“You” means the Subscriber, and where the context permits, an Additional User. “Your” has a corresponding meaning.

2. USE OF SOFTWARE

Prepro grants You the right to access and use the Service via the Website and the Prepro mobile application. This right is non-exclusive, non-transferable, and limited by and subject to this Agreement. You acknowledge and agree that, subject to any applicable written agreement between the Subscriber and the Additional Users, or any other applicable laws:

  • the Subscriber determines who is an Additional User;
  • the Subscriber is responsible for all Additional Users’ use of the Service;
  • if there is any dispute between a Subscriber and an Additional User regarding access to any organization or Service, the Subscriber shall decide what access or level of access to the relevant Data or Service that Additional User shall have, if any.

3. YOUR OBLIGATIONS AND RESPONSIBILITIES

Payment obligations:
  • An invoice for the Access Fee may be issued at the beginning of each job by Prepro or through STRIPE or other service provider directly. You have added Yourself or Your organization to Your Prepro account. All invoices will include the Access Fee. All Prepro invoices will be sent to You, or to a Billing Contact whose details are provided by You, by email. You must pay or arrange payment of all amounts specified in any invoice by the due date for payment and are payable within 10 days of the invoice date. You are responsible for payment of all taxes in addition to the Access Fee.
Preferential pricing or discounts:
  • You may from time to time be offered preferential pricing or discounts for the Services. Eligibility for such preferential pricing or discounts is conditional upon Your acceptance of responsibility for payment of any Access Fees. Without prejudice to any other rights that Prepro may have under these Terms or at law, Prepro reserves the right to render invoices for the full (non-discounted) Access Fees due or suspend or terminate Your use of the Service in the event that any invoices for those Access Fees are not paid in full by the due date for payment.
General obligations:
  • You must only use the Service and Website for Your own lawful purposes, in accordance with these Terms and any notice sent by Prepro or condition posted on the Website. You may use the Service and Website on behalf of others or in order to provide services to others but if You do so you must ensure that You are authorized to do so and that all persons for whom or to whom services are provided comply with and accept all terms of this Agreement that apply to You.
  • Automated Bank transaction data delivered into Your Prepro account: Where available, automated bank account transaction data feeds are generally provided to You free of charge. However, Prepro reserves the right to pass on any charges related to the provision of bank feed data on a case-by-case basis at Prepro’s sole discretion. Prepro would first inform You via email to indicate what those charges are likely to be (as such charges may vary depending on Your bank and Your volume of bank feeds). You have the option to decide to discontinue use of automated bank feeds at any time. To exercise this option, you must give Prepro sufficient prior notice of which automated bank account transaction data feeds you want to discontinue. Upon receiving such notice Prepro will arrange for such feeds to be terminated in accordance with each bank’s usual practices.
Access conditions:
  • You must ensure that all usernames and passwords required to access the Service are kept secure and confidential. You must immediately notify Prepro of any unauthorized use of Your passwords or any other breach of security and Prepro will reset Your password and You must take all other actions that Prepro reasonably deems necessary to maintain or enhance the security of Prepro’s computing systems and networks and Your access to the Services.
  • As a condition of these Terms, when accessing and using the Services, You must:
  • not attempt to undermine the security or integrity of Prepro’s computing systems or networks or, where the Services are hosted by a third party, that third party’s computing systems and networks;
  • not use, or misuse, the Services in any way which may impair the functionality of the Services, Application or Website, or impair the ability of any other user to use the Services, Application or Website;
  • not attempt to gain unauthorized access to any materials other than those to which You have been given express permission to access or to the computer system on which the Services are hosted;
  • not transmit, or input into the Website, any: files that may damage any other person’s computing devices or software, content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which You do not have the right to use); and
  • not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Services or to operate the Website except as is strictly necessary to use either of them for normal operation.
Usage Limitations:
  • Use of the Service may be subject to limitations, including but not limited to monthly transaction volumes and the number of calls You are permitted to make against Prepro’s application programming interface. Any such limitations will be specified within the Service.
Affiliate Program:
  • From time to time Prepro may implement an affiliate program through which entities may help Prepro obtain Subscribers in exchange for an affiliate referral fee. The terms of the affiliate program will be specified by Prepro at the time of implementation with an affiliate.
Communication Conditions:
  • As a condition of these Terms, if You use any communication tools available through the Website (such as any forum, chat room or message center), You agree only to use such communication tools for lawful and legitimate purposes. You must not use any such communication tool for posting or disseminating any material unrelated to the use of the Services, including (but not limited to): offers of goods or services for sale, unsolicited commercial e-mail, files that may damage any other person’s computing devices or software, content that may be offensive to any other users of the Services or the Website, or material in violation of any law (including material that is protected by copyright or trade secrets which You do not have the right to use). When You make any communication on the Website, You represent that You are permitted to make such communication. Prepro is under no obligation to ensure that the communications on the Website are legitimate or that they are related only to the use of the Services. As with any other web-based forum, You must exercise caution when using the communication tools available on the Website. However, Prepro does reserve the right to remove any communication at any time in its sole discretion.
Indemnity:
  • You indemnify Prepro against all claims, costs, damage and loss arising from Your breach of any of these Terms or any obligation You may have to Prepro, including (but not limited to) any costs relating to the recovery of any Access Fees that are due but have not been paid by You.
Network Contacts:
  • When you use our Services, you will have the opportunity to initiate contact with Participating Service Providers. Participating Service Providers are neither employees nor agents of Prepro. Communicating with a Participating Service Providers through Prepro is NOT required. However, if you choose to communicate with a Participating Service Provider through Prepro, please note the following:
  • When you contact a Participating Service Provider through Prepro, please note that any business relationship formed during the course of that interaction is strictly between you and the Participating Service Provider and expressly EXCLUDES Prepro.
  • When you contact a Participating Service Provider through Prepro, they may ask you for some information regarding you and your project in order to properly address your needs. By using our Services, you consent to sharing such personally identifying information for the purpose securing services with both the Participating Service Provider and with Prepro. Prepro will have access to any communications submitted through our platform for fulfillment and quality assurance purposes.
  • If you wish to create an arrangement with a Participating Service Provider it will be on whatever terms you establish with the Participating Service Provider. Those terms do NOT involve Prepro and, except for pre-negotiating special discounts for our members, we do not set, control or influence them. For example, the Participating Service Provider may ask you to sign a formal agreement regarding the scope of work they will perform, the cost of their services, and the handling of any out of pocket expenses they may incur.
  • Prepro is an information provider and does not endorse or recommend any service providers, including any of the Participating Service Providers. Prepro makes no representation or warranty as to the qualifications or competency of any Participating Service Providers or as to the quality or completeness of any Participating Service Providers’ work.

PREPRO SHALL HAVE NO RESPONSIBILITY OR LIABILITY OF ANY KIND FOR ANY SERVICES RENDERED BY ANY SERVICE PROVIDER OR INDIVIDUAL YOU ENCOUNTER ON OR THROUGH OUR WEBSITE, AND ANY USE OR RELIANCE ON SUCH PROFESSIONAL SERVICES IS SOLELY AT YOUR OWN RISK.

4. CONFIDENTIALITY AND PRIVACY

Confidentiality:
  • Unless the relevant party has the prior written consent of the other or unless required to do so by law:
  • Each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with these Terms. Neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by these Terms.
  • Each party’s obligations under this clause will survive termination of these Terms.
  • This provision shall not apply to any information which:
  • is or becomes public knowledge other than by a breach of this clause;
  • is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;
  • is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or
  • is independently developed without access to the Confidential Information.
Privacy:
  • Prepro maintains a privacy policy that sets out the parties’ obligations in respect of personal information. You should read that policy at [ ] and You will be taken to have accepted that policy when You accept these Terms.

5. INTELLECTUAL PROPERTY

General:
  • Title to, and all Intellectual Property Rights in the Website and any documentation relating to the Services remain the property of Prepro (or its licensors).
Ownership of Data:
  • Title to, and all Intellectual Property Rights (if any) in, the Data remain Your property. However, Your access to the Data is contingent on full payment of the Prepro Access Fee when due. You grant Prepro a license to use, copy, transmit, store, and back-up Your information and Data for the purposes of enabling You to access and use the Services and for any other purpose related to the provision of services to You. You also grant Prepro the right to use the Data anonymously and in the aggregate to improve the Services and provide Services to other customers.
Backup of Data:
  • You must maintain copies of all Data inputted into the Service. Prepro adheres to its best practice policies and procedures to prevent data loss, including a daily system data back-up regime but does not make any guarantees that there will be no loss of Data. Prepro expressly excludes liability for any loss of Data no matter how caused.
Third party applications and your Data:
  • If You enable third-party applications for use in conjunction with the Services, You acknowledge that Prepro may allow the providers of those third-party applications to access Your Data as required for the interoperation of such third- party applications with the Services. Prepro shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by third-party application providers.
Third party content:
  • Content from other users, suppliers, advertisers, and other third parties may be made available to You through the Services. Because Prepro does not control such content, You agree that Prepro is not responsible for any such content. Prepro does not make any guarantees about the accuracy, currency, suitability, or quality of the information in such content, and Prepro assumes no responsibility for unintended, objectionable, inaccurate, misleading, or unlawful content made available by other users, advertisers, and other third parties or violation of any third party rights related to such content. The Services may contain links to websites not operated by Prepro. Prepro is not responsible for the content, products, materials, or practices (including privacy practices) of such websites. You understand that by using the Site and/or Services You may be exposed to third-party websites that You find offensive, indecent or otherwise objectionable. Prepro makes no warranty, representation, endorsement, or guarantee regarding, and accept no responsibility for, the quality, content, nature or reliability of third-party websites, products or services accessible by hyperlink or otherwise from the Site or Services. Prepro provides these links for Your convenience only and does not control such websites. Prepro’s inclusion of links to such websites does not imply any endorsement of the materials on such third party websites or any association with their operators. The Services may contain links to websites that are operated by Prepro but which operate under different terms. It is Your responsibility to review the privacy policies and Terms of Service of any other website You visit.

YOU AGREE THAT IN NO EVENT WILL PREPRO BE LIABLE TO YOU IN CONNECTION WITH ANY WEBSITES, CONTENT, MATERIALS, OR PRACTICES OF ANY THIRD PARTY.

6. WARRANTIES AND ACKNOWLEDGEMENTS

Authority:
  • You warrant that where You have registered to use the Service on behalf of another person, You have the authority to agree to these Terms on behalf of that person and agree that by registering to use the Service You bind the person on whose behalf You act to the performance of any and all obligations that You become subject to by virtue of these Terms, without limiting Your own personal obligations under these Terms.
Acknowledgment:
  • You acknowledge that: You are authorized to use the Services and the Website and to access the information and Data that You input into the Website, including any information or Data input into the Website by any person you have authorized to use the Service. You are also authorized to access the processed information and Data that is made available to You through Your use of the Website and the Services (whether that information and Data is Your own or that of anyone else).
  • Prepro has no responsibility to any person other than You and nothing in this Agreement confers, or purports to confer, a benefit on any person other than You. If You use the Services or access the Website on behalf of or for the benefit of anyone other than yourself (whether a body corporate or otherwise) you agree that:
  • You are responsible for ensuring that You have the right to do so;
  • You are responsible for authorizing any person who is given access to information or Data, and you agree that Prepro has no obligation to provide any person access to such information or Data without Your authorization and may refer any requests for information to You to address; and
  • You will indemnify Prepro against any claims or loss relating to:
  • Prepro’s refusal to provide any person access to Your information or Data in accordance with these Terms,
  • Prepro’s making available information or Data to any person with Your authorization.
  • The provision of, access to, and use of, the Services is on an “as is ” basis and at Your own risk.
  • Prepro does not warrant that the use of the Service will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Service, including public telephone services, computer networks, and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Services. Prepro is not in any way responsible for any such interference or prevention of Your access or use of the Services.
  • It is Your sole responsibility to determine that the Services meet Your needs and are suitable for the purposes for which they are used.
  • You remain solely responsible for complying with all applicable rules, laws, and regulations. It is Your responsibility to check that storage of and access to your Data via the Software and the Website will comply with laws applicable to you (including any laws requiring you to retain records).
Warranty Disclaimer:

THE SERVICES AND ANY OTHER PRODUCTS AND SERVICES PROVIDED BY PREPRO TO YOU ARE PROVIDED “AS-IS”, “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTIES, REPRESENTATIONS OR CONDITIONS OF ANY KIND. PREPRO HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES, REPRESENTATIONS OR CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE. PREPRO DOES NOT WARRANT THAT THE SERVICE WILL OPERATE WITHOUT INTERRUPTION OR BE ERROR FREE.

7. LIMITATION OF LIABILITY

  • To the maximum extent permitted by law, Prepro excludes all liability and responsibility to You (or any other person) in contract, tort (including negligence), or otherwise, for any loss (including loss of information, Data, profits and savings) or damage resulting, directly or indirectly, from any use of, or reliance on, the Service or Website.
  • If You suffer loss or damage as a result of Prepro’s negligence or failure to comply with these Terms, any claim by You against Prepro arising from Prepro’s negligence or failure will be limited in respect of any one incident, or series of connected incidents, to the Access Fees paid by You in the previous 12 months.
  • If You are not satisfied with the Service, Your sole, and exclusive remedy is to terminate these Terms in accordance with Termination Clause below.

8. TERMINATION

No-fault termination:
  • These Terms will continue for the period covered by the Access Fee paid or payable by You. At the end of each billing period these Terms will automatically continue for another period of the same duration as that period, provided You continue to pay the prescribed Access Fee when due, unless either party terminates these Terms by giving notice to the other party at least 30 days before the end of the relevant payment period. If You terminate these Terms You shall be liable to pay all relevant Access Fees on a pro-rata basis for each day of the then current period up to and including the day of termination of these Terms.
Breach:
  • If You: breach any of these Terms (including, without limitation, by non-payment of any Access Fees) and do not remedy the breach within 14 days after receiving notice of the breach if the breach is capable of being remedied;
  • breach any of these Terms and the breach is not capable of being remedied (which includes (without limitation) any breach of any payment of Access Fees that are more than 30 days overdue); or
  • You or Your business become insolvent or Your business goes into liquidation or has a receiver or manager appointed of any of its assets or if You become insolvent, or make any arrangement with Your creditors, or become subject to any similar insolvency event in any jurisdiction,
  • Prepro may take any or all of the following actions, at its sole discretion:
  • Terminate this Agreement and Your use of the Services and the Website;
  • Suspend for any definite or indefinite period of time, Your use of the Services and the Website;
  • Suspend or terminate access to all or any Data.
  • Take either of the actions above in respect of any or all other persons whom You have authorized to have access to Your information or Data.
  • For the avoidance of doubt, if payment of any invoice for Access Fees due in relation to any of Your Billing Contacts, Billing Plans or any of Your Organizations (as defined in clause 3) is not made in full by the relevant due date, Prepro may: suspend or terminate Your use of the Service, the authority for all or any of Your Organizations to use the Service, or Your rights of access to all or any Data.
Accrued Rights:
  • Termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. On termination of this Agreement You will:
  • remain liable for any accrued charges and amounts which become due for payment before or after termination; and
  • immediately cease to use the Services and the Website.
  • Expiry or termination: Clauses 3, 4, 5, 6, 7, 8 and 10 survive the expiration or termination of these Terms.

9. HELP DESK

Technical Problems:
  • In the case of technical problems You must make all reasonable efforts to investigate and diagnose problems before contacting Prepro. If You still need technical help, please check the support provided online by Prepro on the Website or failing that email us at support@prepro.io.
Service availability:
  • Prepro intends to make the Services available from 9:00 am to 6:00 pm EST, during business days, and after business hours during business days until 11:00 pm, and weekends from 10:00 am EST to 8:00 pm EST (response time may be longer after business hours and on weekends). Prepro is passionate about customer service and always strives to be there when called upon, however, it is possible that on occasions the Services or Website may be unavailable to permit maintenance or other development activity to take place. If for any reason Prepro has to interrupt the Services for longer periods than Prepro would normally expect, Prepro will use reasonable endeavors to publish in advance details of such activity on the Website.

10. GENERAL

Entire agreement:
  • These Terms, together with the Prepro Privacy Policy and the terms of any other notices or instructions given to You under these Terms of Use, supersede and extinguish all prior agreements, representations (whether oral or written), and understandings and constitute the entire agreement between You and Prepro relating to the Services and the other matters dealt with in these Terms.
Waiver:
  • If either party waives any breach of these Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.
Delays:
  • Neither party will be liable for any delay or failure in performance of its obligations under these Terms if the delay or failure is due to any cause beyond its reasonable control. This clause does not apply to any obligation to pay money.
No Assignment:
  • You may not assign or transfer any rights to any other person without Prepro’s prior written consent.
Governing law and jurisdiction:
  • The State of California law shall govern this Agreement and You submit to the exclusive jurisdiction of the state courts in San Francisco, California for all disputes arising out of or in connection with this Agreement.
Severability:
  • If any part or provision of these Terms is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this Agreement will be binding on the parties.
Notices:
  • Any notice given under these Terms by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to Prepro must be sent to support@prepro.io or to any other email address notified by email to You by Prepro. Notices to You will be sent to the email address which You provided when setting up Your access to the Service.
Rights of Third Parties:
  • A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.

These Terms of Use were last updated on May 12, 2020