Terms of Service

Welcome to Prept, operated by 432 Ventures. Prept provides an online platform and services that connect users providing mock interviews, information and advice (the “Interviewers”) with users seeking mock interviews, information and advice (the “Seekers”) (collectively, the “Services”), which Services are accessible via www.prept.co and any other websites through which Prept makes the Services available (collectively, the “Site”) and future applications for mobile devices (the “Application”). By using the Site, Application and Services, you agree to be legally bound by the terms and conditions of and comply by these Terms of Service (“Terms”), whether or not you become a registered user of the Services. These Terms govern your access to and use of the Site, Application and Services and all Collective Content (as defined below) and constitute a binding legal agreement between you and Prept. If you accept or agree to these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms and, in such event, “you” and “your” will refer and apply to that company or other legal entity.

In these Terms, “you” and “your” refer to the individual or entity that uses the Site, Application or Services. “We”, “us”, or “our” refer to Prept.

Please read carefully these Terms and our Privacy Policy, which may be found at www.prept/co/privacy, and which is incorporated by reference into these Terms. If you do not agree to these Terms, you may not use the Site, Application, or Services, and you have no right to obtain information from the Site, Application or Services. You may be subject to civil and criminal penalties if you fail to use the Site, Application and Services in accordance with these Terms.

The Site, Application and Services comprise an online platform through which Interviewers may create listings (as defined below) in order to offer mock interviews, information and advice to Seekers. You understand and agree that Prept is not a party to any agreements entered into between Members (as defined below). Prept has no control over the conduct of Members or other users of the Site, Application and Services or any information provided in connection thereto, and disclaims all liability in this regard.

Definitions

"Sessions” means a scheduled online video conference meeting coordinated via the Services between Members in connection with and subject to the terms of a Listing.

“Prept Content” means all Content that Prept makes available through the Site, Application, or Services, including any Content licensed from a third party, but excluding Member Content.

“Collective Content” means Member Content and Prept Content.

“Content” means text, graphics, images, music, software (excluding the Application), audio, video, information or other materials.

“Interviewer” means a Member who offers mock interviews, information and advice to other Members and creates a Listing via the Site, Application or Services.

"Listing” refers to a public profile created by an Interviewer to provide information and advice via the Site, Application, and Services.

“Member” means a person who completes Prept’s account registration process as described under “User Account Registration” below, and includes, without limitation, Interviewers and Seekers.

“Member Content” means all Content that a Member posts, uploads, publishes, submits or transmits to be made available through the Site, Application or Services and includes, without limitation, Listings.

“Seeker” means a Member who uses the Site, Application or Services to access information and advice from other Members and participate in mock interviews.

“Tax” or “Taxes” mean any sales taxes, value added taxes (VAT), goods and services taxes (GST)and other similar municipal, provincial, state and federal indirect or other withholding and personal or corporate income taxes.

Modification

This Agreement, including the Privacy Policy available here, and any other Prept policy which is incorporated herein by reference, contains the entire agreement between You and Prept relating to the subject matter hereof, and supersedes any other oral or written communications relating thereto. This Agreement may not be amended or supplemented by (1) any purchase order or similar form originated by You relating to the subject matter hereof, or (2) written or oral statements of any of Prept's employees, except as might be embodied in approved amendments to this Agreement, as described below.

Prept will occasionally update the Agreement and the Policy, and Prept reserves the right, at any time, to amend this Agreement without prior notice. If we do update the Agreement, we will update the "Effective Date" at the top of the Agreement. Modifications to these Terms shall automatically be effective upon posting. We encourage you to periodically review the Agreement to stay informed about the Agreement and our Terms of Service. Your continued use of the Site constitutes your agreement to the Agreement and any updates. If the modified Terms are not acceptable to you, your only recourse is to cease using the Site, Application and Services.

Eligibility

The Site, Application and Services are intended for persons who are 18 or older. Any access to or use of the Site, Application or Services by anyone under 18 requires the user to seek verifiable parental or legal guardian consent. Any access to or use of the Site, Application or Services by anyone under 13 is expressly prohibited. By accessing or using the Site, Application or Services you represent and warrant that (i) you agree to be bound by these Terms and (ii) that you are 18 or older and able to form legally binding contracts or (iii) you are between the age of 13 and 18 and your parents and/or legal guardian agree to form legally binding contracts on your behalf.

How the Site, Application and Services Work

The Site is a platform for Members to connect and schedule Sessions in order to conduct mock interviews and exchange information and advice with other Members. You may view Listings as an unregistered visitor to the Site, Application and Services; however, if you wish to use the Services or post a Listing, you must first register to create a Prept Account (as defined below).

Prept’s role is solely to facilitate the availability of the Site, Application and Services and to provide services related thereto, such as Session scheduling, payment integration and video conference facilitation (see www.Prept.co/features for more details). Prept does not provide and is not responsible for Member Content or any information or advice exchanged between Members during Sessions or otherwise. Prept does not verify the credentials of any of its Members. You understand and acknowledge that Interviewers are not employees or agents of Prept but are independent service providers using the Site, Application and Services to market their expertise to other Members and the public. Prept does not refer, endorse, recommend, verify, evaluate or guarantee any advice, information or other services provided by Interviewers. You should not consider anything to be a referral, endorsement, recommendation or guarantee by Prept of an Expert’s advice, information or other services. You acknowledge that Prept will not be liable for any loss or damage caused by your reliance on information provided by Members or information contained in Member Content.

Please note that, as stated above, the Site, Application and Services are intended to be used to facilitate member interaction. Prept cannot and does not control or guarantee the content contained in any Listings or the information exchanged between members via the Services. You understand and acknowledge that Prept is not responsible for and disclaims any and all liability related to any and all Listings and information provided under the services. Accordingly, all Members use the Site, Application and Services at their own risk.

User Account Registration

Direct Registration: To access certain features of the Site and Application and to create a Listing, you must register to create an account (“Prept Account”) and become a Member. You may register directly via the Site or Application or as described in this section.

Third Party Registration: You can also register to join by logging into your account with certain third party sites (“TPS”) (including, but not limited to LinkedIn); each such account, a “Third Party Account”, via our Site or Application, as described below.

As part of the functionality of the Site, Application and Services, you may link your Prept Account with Third Party Accounts, by either: (i) providing your Third Party Account login information to Prept through the Site, Services or Application; or (ii) allowing Prept to access your Third Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third Party Account. You represent that you are entitled to disclose your Third Party Account login information to Prept and/or grant Prept access to your Third Party Account (including, but not limited to, for use for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable Third Party Account and without obligating Prept to pay any fees or making Prept subject to any usage limitations imposed by such third party service providers.

By granting Prept access to any Third Party Accounts, you understand that Prept will access, make available and store (if applicable) any Content that you have provided to and stored in your Third Party Account (“TPS Content”) so that it is available on and through the Site, Services and Application via your Prept Account and Prept Account profile page. Unless otherwise specified in these Terms, all TPS Content, if any, will be considered to be Member Content for all purposes of these Terms. Depending on the Third Party Accounts you choose and subject to the privacy settings that you have set in such Third Party Accounts, information that you post to your Third Party Accounts will be available on and through your Prept Account on the Site, Services and Application. Please note that if a Third Party Account or associated service becomes unavailable, or Prept’s access to such Third Party Account is terminated by the third party service provider, then TPS Content will no longer be available on and through the Site, Services and Application. You have the ability to disable the connection between your Prept Account and your Third Party Accounts, at any time, by emailing us at support@prept.co.

PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD PARTY SERVICE PROVIDERS. Prept makes no effort to review any TPS Content for any purpose, including but not limited to, for accuracy, legality or non-infringement and Prept is not responsible for any TPS Content.

We will create your Prept Account and your Prept Account profile page for your use of the Site, Application and Services based upon the personal information you provide to us or that we obtain via an TPS as described above. You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. Prept reserves the right to suspend or terminate your Prept Account and your access to the Site, Application and Services if any information provided during the registration process or thereafter proves to be inaccurate, not current or incomplete. You are responsible for safeguarding your password. You agree that you will not disclose your password to any third party and that you will take sole responsibility for any activities or actions under your Prept Account, whether or not you have authorized such activities or actions. You will immediately notify Prept of any unauthorized use of your Prept Account.

Listings

You (as an Interviewer) may create Listings to offer your services to other Members. To this end, you may need to provide information regarding the interviewing and job search expertise you offer as well as pricing and other financial terms applicable to your offering. Listings will be made publicly available via the Site, Application and Services.

Seekers will be able to schedule a Session with you via the Site, Application and Services based upon the information provided in your Listing. You understand and agree that once a Seeker requests a Session, the price quoted under your Listing may not be altered.

You acknowledge and agree that you are solely responsible for any and all Listings you post. Accordingly, you represent and warrant that any Listing you post and the agreements you enter into with Seekers (i) will not breach any agreements you have entered into with any third parties and (ii) will (a) comply with all applicable laws, Tax requirements, and rules and regulations that may apply to you and (b) not conflict with the rights of third parties. Please note that Prept assumes no responsibility for the content of Listings or for any Member’s compliance with any applicable laws, rules and regulations.

You understand and agree that Prept is not involved in the interactions between Members. You also understand and acknowledge that Prept does not filter, screen, monitor, endorse or guarantee Member Content or the content of communications between Members. As stated above, Prept is not party to any agreements entered into between Members.

Prept reserves the right, at any time and without prior notice, to remove or disable access to any Listing for any reason, including Listings that Prept, in its sole discretion, considers to be objectionable for any reason, in violation of these Terms or otherwise harmful to the Site, Application or Services. You acknowledge and agree that, as an Interviewer, you are responsible for your own acts and omissions.

No Endorsement

As stated above, Prept does not endorse any of its Members. In addition, although these Terms require Members to provide accurate information, we do not attempt to confirm, and do not confirm, any Member’s purported identity or credentials. You are responsible for determining the identity and suitability of others who you contact via the Site, Application and Services.

By using the Site, Application or Services, you agree that any legal remedy or liability that you seek to obtain for actions or omissions of other Members or other third parties will be limited to a claim against the particular Members or other third parties who caused you harm and you agree not to attempt to impose liability on, or seek any legal remedy from Prept with respect to such actions or omissions.

Sessions and Financial Terms

Sessions and Financial Terms for Interviewers

If you (as an Interviewer) have received a Session request from a Member, you will be required to either confirm or reject the request within 24 hours of when the request is made (as determined by Prept in its sole discretion) or the request will be automatically cancelled. When a Session is requested with you via the Site, Application and Services, we will share with you information that the Seeker included in the request which may include but is not limited to the first name and last initial of the Seeker, industry of interest, type of mock interview requested and type of job, so that you can view this information before confirming or rejecting the Session. When you confirm a Session request, Prept will send you an email or message via the Application confirming such scheduled online meeting.

The amount due and payable by a Seeker relating to a Session time with you is referred to as a “Session Fee”. Session Fees are made available to Seekers, in U.S. dollars and in a price per thirty minutes (30) format (the “Session Fee Rate”). Please note that it is Interviewers, and not Prept, which set all Session Fee Rates.

Prept remits the Session Fee to you via its third party provider (e.g. www.stripe.com) or such other payment methods as may be listed on the Sites or via the Application in U.S. dollars. Session Fees is only for the booked interview online meeting between you and the Seeker and does not include any preparation time, feedback writing time, any time that you choose to stay in the Session beyond the scheduled and paid for period or any other time that you spend on the Session outside of the scheduled and paid for period.

Please note that Prept does not currently charge fees for the creation of Listings. However, you acknowledge and agree that Prept reserves the right, in its sole discretion, to charge you for and collect fees from you for the creation of Listings. Please note that Prept will provide notice of any Listing fee collection via the Site, Application and Services, in accordance with these Terms, prior to implementing such a Listing fee.

Appointments and Financial Terms for Seekers

You (as a Seeker), not Prept, are solely responsible for honoring any confirmed Sessions. If you choose to enter into a transaction with an Interviewer by scheduling a Session via the Site or Application, these Terms and other terms, conditions, rules and restrictions associated with such Session as set out in the Listing may apply. You acknowledge and agree that you, and not Prept, will be responsible for performing the obligations of any such agreements, and Prept is not a party to such agreements and disclaims all liability arising from or related to any such agreements.

In consideration of the Services, Prept charges you a fee, ( the “Service Fee”) based on a percentage of the Session Fee as set by the Interviewer. You agree to pay Prept all Session Fees and Service Fees due in connection with any Session. In order to initiate a Session, you understand and agree that Prept reserves the right, in its sole discretion, to obtain a pre-authorization of your credit card or charge your credit card a nominal amount, not to exceed one U.S. dollar ($1), in order to verify your credit card. The charged amount will be removed when the pre-authorization period expires. Upon confirmation to you that a Session has been scheduled, Prept will process and collect the Session Fees and Service Fees payable in accordance with these Terms and the terms of the Listing. The Session Fees and Service Fees are for the full booked session time duration and cannot be pro-rated based on the minute. It is the Members’ responsibility to ensure that the duration of the Session matches with the booked session time paid for by the Seeker. Please note that Prept cannot control any fees that may be charged to a Member by his or her bank related to Prept’s collection of the Session Fees and Service Fees, and Prept disclaims all liability in this regard.

In connection with your payment, you will be asked to provide customary billing information such as name, billing address and credit card information either to Prept or its third party payment processor. You agree to pay Prept for any Sessions that are scheduled in accordance with these Terms, by one of the methods described on the Site or Application – e.g. by www.stripe.com. You hereby authorize the collection of such amounts by charging the credit card provided as part of requesting the Session, either directly by Prept or indirectly, via a third party online payment processor or by one of the payment methods described on the Site or Application. If you are directed to Prept’s third party payment processor, you may be subject to terms and conditions governing use of that third party’s service and that third party’s personal information collection practices. Please review such terms and conditions and privacy policy before using the services. Once your transaction is complete you will receive a confirmation email summarizing your confirmed Session.

General Financial Terms

Refunds

You (as a Seeker) may cancel a Session 24 hours before the scheduled time. You (as an Interviewer) may cancel a scheduled Appointment without penalty at any time. Prept discourages Interviewers from cancelling Sessions and reserves the right to remove Interviewers who repeatedly do so. If you have been improperly charged for a Session that was cancelled and requires a refund, please contact Prept at support@Prept.co. Although all refund requests will be reviewed by Prept’s billing team, Prept does not guarantee that you will receive your refund.

Taxes

You understand and agree that you are solely responsible for determining your applicable Tax reporting requirements in consultation with your tax advisors. Prept cannot and does not offer Tax-related advice to any Members of the Site, Application and Services.

User Conduct

You understand and agree that you are solely responsible for compliance with any and all laws, rules, regulations, and Tax obligations that may apply to your use of the Site, Application, Services and Content. We want to keep the Site safe for everyone and the use of the Site for unlawful or harmful activities is not allowed. In defining “safe” you agree that you will not:

  • violate any local, state, provincial, national, or other law or regulation, or any order of a court, including, without limitation, zoning restrictions and Tax regulations;
  • use manual or automated software, devices, scripts robots, other means or processes to access, “scrape”, “crawl” or “spider” any web pages or other services contained in the Site, Application, Services or Content;
  • use the Site, Application or Services for any commercial or other purposes that are not expressly permitted by these Terms; copy, store or otherwise access any information contained on the Site, Application, Services or Content for purposes not expressly permitted by these Terms;
  • infringe the rights of any person or entity, including without limitation, their intellectual property, privacy, publicity or contractual rights;
  • interfere with or damage our Site, Application or Services, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology;
  • use our Site, Application or Services to transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, photographs of others without their permission, personal contact information or credit, debit, calling card or account numbers;
  • hold Prept responsible for any transfer of any computer viruses, malicious software or other damage resulting from opening files that are transferred between Seekers and Interviewers. Opening any such files is at the sole risk of the Seeker and Interviewer. It is the Seeker’s/Interviewer’s responsibility to scan such files with an anti-virus software application prior to opening them.
  • use our Site, Application or Services in connection with the distribution of unsolicited commercial email ("spam") or advertisements unrelated to lodging in a private residence;
  • "stalk" or harass any other user of our Site, Application, or Services or collect or store any personally identifiable information about any other user other than for purposes of transacting as a Prept Member;
  • contact a Member for any purpose other than using the Services.
  • recruit or otherwise solicit any other Member to join third party services or websites that are competitive to Prept, without Prept’s prior written approval;
  • impersonate any person or entity, or falsify or otherwise misrepresent yourself or your affiliation with any person or entity;
  • use automated scripts to collect information or otherwise interact with the Site, Application or Services;
  • use the Site, Application and Services to find an Expert and then complete a transaction independent of the Site, Application or Services in order to circumvent the obligation to pay any fees related to Prept’s provision of the Services;
  • as an Interviewer, submit any Listing with a false or misleading information, or submit any Listing with a price that you do not intend to honor;
  • as an Interviewer, mislead Members to believe that you can provide a service which is outside your fields of expertise;
  • as a Member, take any actions which may undermine, disrupt or manipulate the integrity of the Customer feedback (rating) system on the Site, Application or Services;
  • as a Member, disclose any information that was provided to you by another Member and will use your best efforts to guard Member's privacy;
  • post, upload, publish, submit or transmit any Content that: (i)infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v)promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any other person; or (vii) promotes illegal or harmful activities or substances;
  • systematically retrieve data or other content from our Site, Application or Services to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory or the like, whether by manual methods, through the use of bots, crawlers, or spiders, or otherwise;
  • use, display, mirror or frame the Site or Application, or any individual element within the Site, Services, or Application, Prept’s name, any Prept trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Prept’s express written consent;
  • access, tamper with, or use non-public areas of the Site or Application, Prept’s computer systems, or the technical delivery systems of Prept’s providers;
  • attempt to probe, scan, or test the vulnerability of any Prept system or network or breach any security or authentication measures;
  • avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Prept or any of Prept’s providers or any other third party (including another user) to protect the Site, Services, Application or Collective Content;
  • forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Site, Services, Application or Collective Content to send altered, deceptive or false source-identifying information;
  • attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Site, Services, Application or Collective Content; or
  • advocate, encourage, or assist any third party in doing any of the foregoing.

You consent to the recording of each and every online video conference call made in connection with Prept, which recordings shall be the sole property of Prept. Interviewer further acknowledges that Prept may sell such recordings to Members with which such recordings was made and, in addition, Prept may sell such recordings to anyone Prept, in its sole discretion, wishes to sell such recordings to, and Interviewer hereby relinquishes all rights to such recordings. Members who purchase such recordings receive a limited, non-exclusive, non-transferrable license. Members are prohibited from making any derivative works of such recordings and publishing either the original recordings and/or derivative works anywhere which another person other than the Member may access such recordings and/or derivative works.

Prept will have the right to investigate and prosecute violations of any of the above to the fullest extent of the law. Prept may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms. You acknowledge that Prept has no obligation to monitor your access to or use of the Site, Application, Services or Collective Content or to review or edit any Member Content, but has the right to do so for the purpose of operating the Site, Application and Services, to ensure your compliance with these Terms, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. Prept reserves the right, at any time and without prior notice, to remove or disable access to any Collective Content that Prept, at its sole discretion, considers to be objectionable for any reason, in violation of these Terms or otherwise harmful to the Site, Application or Services.

Privacy

See Prept’s Privacy Policy at www.Prept.co/privacy for information and notices concerning Prept’s collection and use of your personal information.

Ownership

The Site, Application, Services, and Collective Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You acknowledge and agree that the Site, Application, Services and Collective Content, including all associated intellectual property rights is the exclusive property of Prept and its licensors. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Site, Application, Services, or Collective Content.

Prept Content and Member Content License

Subject to your compliance with the terms and conditions of these Terms, Prept grants you a limited, non-exclusive, non-transferable license, to (i) access and view any Prept Content solely for your personal and non-commercial purposes and (ii) access and view any Member Content to which you are permitted access, solely for your personal and non-commercial purposes. You have no right to sublicense the license rights granted in this section.

You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Site, Application, Services, or Collective Content, except as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Prept or its licensors, except for the licenses and rights expressly granted in these Terms.

Member Content

We may, in our sole discretion, permit Members to post, upload, publish, submit or transmit Member Content. By making available any Member Content on or through the Site, Application and Services, you hereby grant to Prept a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and otherwise exploit such Member Content on, through, or by means of the Site, Application and Services. Prept does not claim any ownership rights in any such Member Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit any such Member Content.

You acknowledge and agree that you are solely responsible for all Member Content that you make available through the Site, Application and Services. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all Member Content that you make available through the Site, Application and Services or you have all rights, licenses, consents and releases that are necessary to grant to Prept the rights in such Member Content, as contemplated under these Terms; and (ii) neither the Member Content nor your posting, uploading, publication, submission or transmittal of the Member Content or Prept’s use of the Member Content (or any portion thereof) on, through or by means of the Site, Application and the Services will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

Links

The Site, Application and Services may contain links to third-party websites or resources. You acknowledge and agree that Prept is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by Prept of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources or the Content, products or services on or available from such websites or resources.

Insider Trading

  1. Legal Prohibitions and Penalties

    U.S. federal securities laws and the laws of most jurisdictions worldwide generally prohibit "insider trading" or the purchase or sale, or the recommendation of a purchase or sale, of any stock, bond, option or other security by a person while he or she is in possession of "material nonpublic information" (sometimes also referred to as "inside information") about the security or its issuer. The use of such material nonpublic information to avoid losses is no less a violation than the use of such information to generate profits.

    Regulators have treated the detection and prosecution of insider trading violations as an enforcement priority, and violations have also been the subject of private legal actions. U.S. federal and state securities laws provide for criminal and civil penalties for violations of the insider trading laws. Sanctions or penalties include jail sentences, civil injunctions, fines for the person who committed the violation of up to three times the profit gained or loss avoided as a result of the unlawful trades, whether or not the person fined actually traded, and fines for the person's employer or other controlling person.

    A person can be subject to some or all of these penalties as a "tipper" if he or she discloses material nonpublic information to another person who then trades while in possession of such information. A person can incur "tipper-tippee" liability if his or her disclosure of information breaches a duty owed to the issuer or the source of the information. A tipper can be liable even if he or she does not personally receive a direct monetary benefit from the ensuing trading activity.

    It is also important to understand that the prohibitions on disclosing or misusing information do not apply only to "insiders" such as officers, directors, employees and significant shareholders of an issuer. The prohibitions can also apply to "outsiders" such as consultants, accountants, lawyers and underwriters who have a duty of trust or confidence to the source of the material nonpublic information. In addition, the prohibitions can also apply to persons with a family relationship to the source of the information, and to persons with any other relationship of trust or confidence with the source (such as when people have a history, pattern or practice of sharing confidences).

    You are prohibited from disclosing any nonpublic information in breach of any duty of trust or confidence to the source or subject matter of the information.

  2. Material Information

    Information is "material" if there is a substantial likelihood that a reasonable investor would consider it important in deciding whether to purchase, sell or hold a security or other financial instrument. It is also information that, if disclosed, is reasonably likely to affect the market price of the security or instrument. Information may be material even if it relates to speculative or contingent events. Information that is material with respect to a security is also likely to be material with respect to options and other related derivatives.

    Information that is material usually includes, but is not limited to: dividend changes, earnings estimates, changes in previously released earnings estimates, significant merger or acquisition discussions or agreements, major litigation or regulatory investigations, regulatory approvals or disapprovals, and extraordinary management developments.

    Because the determination of whether information is "material" involves questions of judgment (that may be second-guessed by a regulator who has the benefit of hindsight), you should refrain from disclosing nonpublic information if you have any questions about whether the information might potentially be considered material.

  3. Nonpublic Information

    Information is nonpublic until it has been effectively communicated to the market place or made widely available to the general public such as by means of a press release carried over a major news services, a public filing made with a regulatory agency, or material sent to security holders or potential investors (such as a proxy statement or prospectus).

    It is sometimes difficult to know whether information has been made public. The fact that nonpublic information is reflected in rumors in the marketplace does not mean that the information has been publicly disseminated. Even when some information regarding a matter has been made public, other aspects of the matter may remain nonpublic.

Copyright Policy

Prept respects copyright law and expects its users to do the same. It is Prept’s policy to terminate in appropriate circumstances the Prept Accounts of Members who infringe or are believed to be infringing the rights of copyright holders.

Termination and Prept Account Deactivation

We may, at our discretion and without liability to you, with or without cause, with or without prior notice and at any time: (a) terminate these Terms or your access to our Site, Application and Services, and (b) deactivate or cancel your Prept Account. Upon termination we will promptly pay you any amounts we reasonably determine we owe you in our discretion, which we are legally obligated to pay you. In the event Prept terminates these Terms, or your access to our Site, Application and Services or deactivates or cancels your Prept Account you will remain liable for all amounts due hereunder. You may cancel your Prept Account at any time by contacting Prept. Please note that if your Prept Account is cancelled, we do not have an obligation to delete or return to you any Content you have posted to the Site, Application and Services, including, but not limited to, any reviews or Feedback.

Disclaimers

IF YOU CHOOSE TO USE THE SITE, APPLICATION AND SERVICES, YOU DO SO AT YOUR SOLE RISK. YOU ACKNOWLEDGE AND AGREE THAT PREPT DOES NOT HAVE AN OBLIGATION TO CONDUCT BACKGROUND CHECKS ON ANY MEMBER, INCLUDING, BUT NOT LIMITED TO, SEEKERS AND INTERVIEWERS, BUT MAY CONDUCT SUCH BACKGROUND CHECKS IN ITS SOLE DISCRETION. THE SITE, APPLICATION, SERVICES AND COLLECTIVE CONTENT ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, PREPT EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. PREPT MAKES NO WARRANTY THAT THE SITE, APPLICATION, SERVICES, COLLECTIVE CONTENT, INCLUDING, BUT NOT LIMITED TO, THE LISTINGS OR ANY INFORMATION PROVIDED VIA SESSIONS WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. PREPT MAKES NO WARRANTY REGARDING THE QUALITY OF ANY LISTINGS, THE SERVICES OR COLLECTIVE CONTENT OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY COLLECTIVE CONTENT OBTAINED THROUGH THE SITE, APPLICATION OR THE SERVICES. PREPT MAKES NO WARRANTY REGARDING ANY OUTCOMES AS THE RESULT OF SESSIONS CONDUCTED BETWEEN MEMBERS. PREPT WILL NOT BE DEEMED THE PROVIDER OR RECIPIENT OF ANY SERVICES ACQUIRED THROUGH PREPT.CO. THE SALE OR PURCHASE OF SERVICES IS ACCORDINGLY EFFECTED AT YOUR SOLE AND ENTIRE RISK.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM PREPT OR THROUGH THE SITE, APPLICATION, SERVICES OR COLLECTIVE CONTENT, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE, APPLICATION OR SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE, APPLICATION OR SERVICES. YOU UNDERSTAND THAT PREPT DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SITE, APPLICATION OR SERVICES. PREPT MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE SITE, APPLICATION OR SERVICES OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE SITE, APPLICATION OR SERVICES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE, APPLICATION OR SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE, APPLICATION OR SERVICES, INCLUDING, BUT NOT LIMITED TO, INTERVIEWERS, REGARDLESS OF WHETHER SUCH COMMUNICATIONS OR INTERACTIONS ARE ORGANIZED BY PREPT.

Limitation of Liability

YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SITE, APPLICATION, SERVICES AND COLLECTIVE CONTENT, LISTINGS OR SESSIONS VIA THE SITE, APPLICATION AND SERVICES, AND ANY CONTACT YOU HAVE WITH OTHER USERS OF PREPT WHETHER IN PERSON, BY PHONE, ONLINE OR OTHER MEANS REMAINS WITH YOU. NEITHER PREPT NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITE, APPLICATION, SERVICES OR COLLECTIVE CONTENT WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, FROM THE USE OF OR INABILITY TO USE THE SITE, APPLICATION, SERVICES OR COLLECTIVE CONTENT, FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SITE, APPLICATION, OR SERVICES OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE, APPLICATION, SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT PREPT HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

IN NO EVENT WILL PREPT’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND YOUR USE OF THE SITE, APPLICATION AND SERVICES INCLUDING, BUT NOT LIMITED TO, FROM YOUR LISTING OR BOOKING OF ANY SESSION VIA THE SITE, APPLICATION AND SERVICES, OR FROM THE USE OF OR INABILITY TO USE THE SITE, APPLICATION, SERVICES OR COLLECTIVE CONTENT AND IN CONNECTION WITH ANY INTERACTIONS WITH ANY OTHER MEMBERS, EXCEED THE AMOUNTS YOU HAVE PAID OR OWE FOR APPOINTMENTS MADE VIA THE SITE, APPLICATION AND SERVICES AS A MEMBER IN THE SIX (6) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY OR FIFTY DOLLARS ($50), IF NO SUCH PAYMENTS HAVE BEEN MADE, AS APPLICABLE. YOU ACKNOWLEDGE AND AGREE THAT PREPT DISCLAIMS ANY LIABILITY WITH RESPECT TO ANY CLAIM, SUIT OR ACTION BROUGHT BY AN INTERVIEWER IN CONNECTION WITH PAYMENT FOR SERVICES BY YOU AND YOU AGREE TO INDEMNIFY AND HOLD PREPT HARMLESS IN CONNECTION WITH ANY SUCH CLAIM. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN PREPT AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

Indemnification

YOU AGREE TO RELEASE, INDEMNIFY, AND HOLD PREPT AND ITS AFFILIATES AND SUBSIDIARIES, AND THEIR OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, HARMLESS FROM AND AGAINST ANY CLAIMS, LIABILITIES, DAMAGES, LOSSES, AND EXPENSES, INCLUDING, WITHOUT LIMITATION, REASONABLE LEGAL AND ACCOUNTING FEES, ARISING OUT OF OR IN ANY WAY CONNECTED WITH (A) YOUR ACCESS TO OR USE OF THE SITE, APPLICATION, SERVICES, OR COLLECTIVE CONTENT OR YOUR VIOLATION OF THESE TERMS; (B) YOUR MEMBER CONTENT; (C) YOUR (I) INTERACTION WITH ANY MEMBER, (II) RELIANCE ON ANY INFORMATION EXCHANGED VIA THE SITE, APPLICATION OR SERVICES, OR (III) CREATION OF A LISTING, (D) YOUR UNAUTHORIZED, UNLAWFUL, FRAUDULENT, OR ABUSIVE USE OF THE SITE, APPLICATION, SERVICES OR COLLECTIVE CONTENT AND (E) UNAUTHORIZED, UNLAWFUL, FRAUDULENT, OR ABUSIVE USE OF THE SITE, APPLICATION, SERVICES OR COLLECTIVE CONTENT BY ANY OTHER PERSON USING YOUR ACCOUNT. PREPT SHALL HAVE THE RIGHT TO CONTROL ALL DEFENSE AND SETTLEMENT ACTIVITIES.

Restricted Countries

By using the Site, Application and Services, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Site, Application and Services for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, or nuclear, chemical or biological weapons. Prept does not permit Listings associated with certain countries due to U.S. embargo restrictions.

Feedback and Reporting Misconduct

We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Site, Application and Services (“Feedback”). You may submit Feedback by emailing us at support@Prept.co. You acknowledge and agree that all Feedback will be the sole and exclusive property of Prept and you hereby irrevocably assign to Prept and agree to irrevocably assign to Prept all of your right, title, and interest in and to all Feedback, including without limitation all worldwide patent, copyright, trade secret, moral and other proprietary or intellectual property rights therein. At Prept’s request and expense, you will execute documents and take such further acts as Prept may reasonably request to assist Prept to acquire, perfect, and maintain its intellectual property rights and other legal protections for the Feedback.

In addition, If you feel any user is acting or has acted inappropriately, including but not limited to, anyone who (i) engages in offensive, violent or sexually inappropriate behavior, (ii) you suspect of fraud, or (iii) engages in any other disturbing conduct, you should immediately report such person to the appropriate authorities and to Prept.

Assignment

PREPT MAY ASSIGN THIS AGREEMENT, IN WHOLE OR IN PART, IN ITS SOLE DISCRETION. YOU MAY NOT ASSIGN OR TRANSFER THESE TERMS, BY OPERATION OF LAW OR OTHERWISE, WITHOUT PREPT’S PRIOR WRITTEN CONSENT. ANY ATTEMPT BY YOU TO ASSIGN OR TRANSFER THESE TERMS, WITHOUT SUCH CONSENT, WILL BE NULL AND OF NO EFFECT. PREPT MAY ASSIGN OR TRANSFER THESE TERMS, AT ITS SOLE DISCRETION, WITHOUT RESTRICTION. SUBJECT TO THE FOREGOING, THESE TERMS WILL BIND AND INURE TO THE BENEFIT OF THE PARTIES, THEIR SUCCESSORS AND PERMITTED ASSIGNS.

Notices

You agree that, where Prept is required to provide you with notice under this agreement, acceptable and sufficient forms of notice include, but are not necessarily limited to, the following:

  • e-mail to the most recent e-mail address that you have provided to Prept, regardless of the current status of that e-mail address; or
  • written communication delivered by first class U.S. mail to the most recent physical address that you have provided to Prept, regardless of the current status of that address; or
  • such other method of communication as you specifically request in writing that Prept use.

Prept shall have sole discretion to select which of the above methods of notice that it shall use, and shall not be required to use more than one of these methods to provide notice.

You accept sole responsibility for providing us with notice of changes to your physical address and/or your e-mail address.

Except as otherwise set forth above, You may give notice to Prept at any time via electronic mail to info@prept.co.

Controlling Law and Jurisdiction

This Site is controlled by 432 Ventures from its offices within Delaware, United States. 432 Ventures makes no representation that Materials in this Site are appropriate or available for use in other locations, and access to the Site and/or the Materials from territories where their content is illegal is prohibited. Those who choose to access this Site from other locations do so on their own initiative and are responsible for compliance with applicable local laws. You may not use or export the Materials in violation of United States export laws or regulations.

Severability

THESE TERMS ARE INTENDED TO GOVERN THE AGREEMENT BETWEEN PREPT AND YOU TO THE EXTENT PERMITTED BY ALL APPLICABLE LAWS, ORDINANCES, RULES, AND REGULATIONS. IF ANY PROVISION OF THESE TERMS OR THE APPLICATION THEREOF TO ANY PERSON OR CIRCUMSTANCES SHALL, FOR ANY REASON OR TO ANY EXTENT, BE INVALID OR UNENFORCEABLE, THE REMAINDER OF THESE TERMS AND THE APPLICATION OF SUCH PROVISION TO OTHER PERSONS OR CIRCUMSTANCES SHALL NOT BE AFFECTED THEREBY, BUT RATHER SHALL BE ENFORCED TO THE GREATEST EXTENT PERMITTED BY LAW.

Dispute Resolution

Any dispute between Prept and You arising out of this Agreement shall be resolved first by direct communication with one or more of Prept’s management team members. Should Prept and You be unable to resolve the dispute by communication and both You and Prept jointly agree to do so, Prept or You may submit any dispute arising out of or relating to this Agreement, or the breach thereof, to final and binding arbitration administered by the American Arbitration Association nearest the place of Prept's headquarters. The arbitrator shall fully implement the intent and purposes of this Agreement and indemnify non-breaching parties for and hold them harmless from all losses, costs, and expenses (including costs of arbitration and reasonable attorneys' fees) resulting from any breach or from defending against any allegations of a breach determined to be unfounded.

Waiver of Breach

ANY FAILURE TO ENFORCE ANY TERM OR PROVISION OF THIS AGREEMENT SHALL NOT BE DEEMED A WAIVER OF THAT OR ANY OTHER BREACH OF THAT OR ANY OTHER TERM OR PROVISION OF THIS AGREEMENT. IN ADDITION, ANY FAILURE TO ENFORCE ANY TERM OR PROVISION OF THIS AGREEMENT SHALL NOT CONSTITUTE A WAIVER OF A FUTURE BREACH OF THAT OR ANY OTHER TERM OR PROVISION OF THIS AGREEMENT.

Force Majeure

PREPT SHALL NOT BE LIABLE FOR ANY FAILURE OR UNAVAILABILITY OF THE SITE AND/OR THE MATERIALS OR FAILURE BY PREPT TO PERFORM A TRANSACTION AS A RESULT OF STRIKES, LOCKOUTS, CALAMITIES, ACTS OF GOD, UNAVAILABILITY OF SUPPLIERS, THE LOSS OR DESTRUCTION OF DATA, THE DELETION OR CORRUPTION OF STORAGE MEDIA, POWER FAILURES, NATURAL PHENOMENA, RIOTS, ACTS OF VANDALISM, ACTS OR OMISSIONS OF CIVIL OR MILITARY AUTHORITY, WAR, TERRORISM OR ANY OTHER EVENT BEYOND PREPT’S CONTROL.

Entire Agreement

These Terms constitute the entire and exclusive understanding and agreement between Prept and You regarding the Site, Application, Services, Collective Content and any Appointments or Listings made via the Site, Application and Services, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Prept and you regarding the same.

General

The failure of Prept to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Prept. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason an arbitrator or a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.