PREP CONNECT MOBILE, LLC

Service Agreement

This Service Agreement (“Agreement”) is entered into between PREP CONNECT MOBILE, LLC and the entity who is ordering services (hereinafter referred to as “Client”).

Client further agrees that the act of payment for services that have been ordered by Client or an agent on behalf of Client constitutes acceptance of all terms and conditions associated with the services ordered and the act of payment for these services shall be in lieu of a written signature.

PREP CONNECT MOBILE, LLC may modify any of the terms and conditions contained in this Agreement and any policy or guideline incorporated by reference, at any time in its sole discretion and may also determine whether and when the modifications apply to existing or future customers. Any modifications are effective upon 30 calendar days notification in writing to Client. In the event Client shall reject any proposed change in PREP CONNECT MOBILE, LLC’s rates or any modifications of these Terms and Conditions, then Client may so notify PREP CONNECT MOBILE, LLC of said rejection within 30 calendar days of the date of Client’s receipt of the notice, whereupon this Agreement shall terminate. Client’s continued use of the Services following PREP CONNECT MOBILE, LLC’s 30 calendar day notice period notification of any modifications constitutes Client’s acceptance of the modifications.

Service agreement term is 2 years. This Agreement shall renew for one (1) year upon the termination of the then current term; provided that neither party has given notice of termination at least thirty (30) days prior to the end of the then current term.

I. Definitions

1. “Material Policy Violation” – Any breach of a material explicit term of this Agreement, or of the applicable governing laws.

II. Terms of Agreement

1. Billing

   1. The cost of initial set-up and application development is the amount as selected on the PREP CONNECT MOBILE, LLC sign up page. The cost of monthly service is the amount agreed upon at service agreement or renewal.
   2. PREP CONNECT MOBILE, LLC shall bill for all setup and hosting services upon sign up or service agreement. Full payment not made to PREP CONNECT MOBILE, LLC within ten (10) business days of agreed due date are subject to additional late fee of $100.
   3. Client will pay a monthly service fee that will be billed automatically on a monthly recurring basis upon sign up for application service.

2. Cancellation and Refunds

   1. Client may cancel and/or terminate all services from PREP CONNECT MOBILE, LLC with cause upon written notice to PREP CONNECT MOBILE, LLC. Client may cancel without cause after 24 months. All Client requested cancellations will be effective 60-days after the date of the cancellation request.
   2. Accounts cancelled by PREP CONNECT MOBILE, LLC for Material Policy Violation are NOT subject to refund. This provision shall survive the termination of this Agreement for any reason.

3. Lawful Use

   1. Client will use PREP CONNECT MOBILE, LLC services only for lawful purposes. Any transmission or re-transmission of material in violation of any Federal or State laws and/or regulations is expressly prohibited. This extends to include, but is not limited to: any copyrighted materials, materials or communications prohibited by trade secret. PREP CONNECT MOBILE, LLC shall advise Client, in writing, as to what transmission or re-transmission will be a material violation of Federal or State laws and/or regulations, including what copyrighted materials, and what materials or communications are protected by trade secret.
   2. PREP CONNECT MOBILE, LLC will indemnify, defend and hold harmless Client from third-party claims alleging that the software or services provided by PREP CONNECT MOBILE, LLC under this Agreement infringe that third party’s United States patent, copyright, or trademark, provided Client promptly notifies PREP CONNECT MOBILE, LLC of the claim and cooperates in its defense. PREP CONNECT MOBILE, LLC’s total liability under this indemnity shall not exceed the amounts described in the Limitation of Liability provision below. This provision shall survive the termination of this Agreement for any reason.
   3. As a Client of PREP CONNECT MOBILE, LLC and a user of our services, Client agrees to indemnify, defend and to hold harmless PREP CONNECT MOBILE, LLC from ANY and ALL claims resulting from Client’s use of the service which causes damage to PREP CONNECT MOBILE, LLC’s or any other party. This provision shall survive the termination of this Agreement for any reason.

4. Warranties

   1. PREP CONNECT MOBILE, LLC warrants and represents to Client that (i) it has the full authority and power to provide and license to Client all Software and services under this Agreement; (ii) it has good and marketable title to and in all Software provided to Client under this Agreement; and (iii) to PREP CONNECT MOBILE, LLC’s best knowledge, after due inquiry, the Software and services to be provided to Client under this Agreement do not infringe any United States patent, copyright, or trademark of any third party. This provision shall survive the termination of this Agreement for any reason.
   2. Except as expressly set forth in this Agreement, PREP CONNECT MOBILE, LLC makes no other warranties, express or implied, including without limitation any implied warranties of merchantability, fitness for a particular purpose, or non-infringement, and all services are provided “as is.”

5. Rates

   1. Unless otherwise specified in a separate written agreement or addendum between PREP CONNECT MOBILE, LLC and Client, rates are governed by this Agreement. PREP CONNECT MOBILE, LLC will provide 30-calendar days written notice prior to a change in base prices. In the event that Client does not wish to continue to pay the changed base price, the Client has 7 business days from the date of receipt of the notification of the effective increase to provide PREP CONNECT MOBILE, LLC with a written request notice to terminate services and incur no termination liability. In the event Client shall reject any proposed change in PREP CONNECT MOBILE, LLC’s rates, then Client may so notify PREP CONNECT MOBILE, LLC of said rejection within 30 calendar days of the date of Client’s receipt of the notice of rate increase, whereupon this Agreement shall terminate. Otherwise, the existing service will be billed at the new base prices. However, Client will continue to be responsible for all charges, at the previous rate, up to 30 days from the date the PREP CONNECT MOBILE, LLC notice was received. Rates are fixed at the amounts set at the inception of this Agreement and for a period of 12 calendar months thereafter, unless the parties otherwise agree to a modification in accordance with another provision of this Agreement.
   2. PREP CONNECT MOBILE, LLC charges an hourly rate of $150.00 for all work. This hourly fee shall be calculated as part of PREP CONNECT MOBILE, LLC’s used fee upon any material breach or termination.

6. Default

   Any failure to comply with the material terms of this Agreement by Client, namely the failure of Client to make any described payment in full, and such failure to make any described payment in full continues for a period of 30 calendar days after written demand for payment is made by PREP CONNECT MOBILE, LLC to Client, or if the cause of the Default is Client’s violation of a material provision of this Agreement, the demand shall set forth with specificity to provision(s) of this Agreement which PREP CONNECT MOBILE, LLC alleges to have occurred will result in Client being in default if Client has not cured the alleged default within said 30 day period or has not taken material action to cure the default with said 30 day period. In the event of default, PREP CONNECT MOBILE, LLC may suspend or terminate Client's access to the Software and services. PREP CONNECT MOBILE, LLC will retain all payments made hereunder, and recover charges Client owe as well as any damages PREP CONNECT MOBILE, LLC may have sustained due to Client's default. Title and property rights, including all intellectual property rights to the Software and services, are and shall remain with PREP CONNECT MOBILE, LLC.

7. Client Equipment/Software

   PREP CONNECT MOBILE, LLC shall provide Client with the service as set forth on the PREP CONNECT MOBILE, LLC website. PREP CONNECT MOBILE, LLC may add or change items when necessary to reflect additional service provided or any agreed changes thereto. PREP CONNECT MOBILE, LLC warrants to Client that (i) PREP CONNECT MOBILE, LLC is familiar with Client’s equipment and/or software; and (ii) the Software provided by PREP CONNECT MOBILE, LLC is reasonably compatible with commonly used equipment and/or software, and PREP CONNECT MOBILE, LLC does not warrant compatibility with every configuration of Client’s equipment and/or software. PREP CONNECT MOBILE, LLC shall use its best efforts to promptly correct or provide a reasonable workaround for any errors in the Software provided by PREP CONNECT MOBILE, LLC. Equipment and/or software that is not provided by PREP CONNECT MOBILE, LLC is the responsibility of the Client, company or individual or both as the limits of the law allows for. PREP CONNECT MOBILE, LLC will not be responsible for the installation of and/or service on equipment and/or software not provided by PREP CONNECT MOBILE, LLC. All Clients are responsible for the use and compatibility of equipment and software not provided by PREP CONNECT MOBILE, LLC. In the event that the Client uses equipment and/or software that does impair the Client's use of PREP CONNECT MOBILE, LLC services, the Client shall nonetheless be liable for regular payment to PREP CONNECT MOBILE, LLC. Upon notice from PREP CONNECT MOBILE, LLC that equipment and/or software not provided by PREP CONNECT MOBILE, LLC is causing, or in the sole opinion of PREP CONNECT MOBILE, LLC, is likely to cause hazard, interference's or service obstruction, the Client shall eliminate the hazard, interference or service obstruction at once. Client will, if necessary, pay PREP CONNECT MOBILE, LLC to troubleshoot problems caused by such equipment and/or software not provided by PREP CONNECT MOBILE, LLC. PREP CONNECT MOBILE, LLC’s charges for this troubleshooting work shall not exceed $150.00 per hour. PREP CONNECT MOBILE, LLC will not be responsible if any changes in equipment, software or services cause equipment not provided by PREP CONNECT MOBILE, LLC to become obsolete, require modification or alteration, or in any other way affect the total performance of PREP CONNECT MOBILE, LLC on an end-to-end basis and protect the PREP CONNECT MOBILE, LLC backbone network and those networks attached to the PREP CONNECT MOBILE, LLC network. In the case of Client-owned equipment and/or software connected to the PREP CONNECT MOBILE, LLC network, the Client is responsible for any and all service to that equipment. PREP CONNECT MOBILE, LLC, at its option, may supply technical services in the form of consulting and/or service to Clients at their request. Such services will be billed at rates agreed upon under this agreement, if any apply. PREP CONNECT MOBILE, LLC has the right to refuse any such technical services at its sole option.

8. Client may not sell, assign or transfer Client's service order without the prior written consent of PREP CONNECT MOBILE, LLC. PREP CONNECT MOBILE, LLC may at any time sell, assign or transfer this agreement with no notice. ANY SOFTWARE APPLICATION CREATED BY PREP CONNECT MOBILE, LLC FOR CLIENT WILL BE THE OFFICIAL SOFTWARE APPLICATION OF CLIENT. CLIENT SHALL NOT ENDORSE OR ADVERTISE ANY OTHER ANDROID, IPHONE, IPAD, BLACKBERRY OR WINDOWS PHONE SPORTS SOFTWARE APPLICATION AS LONG AS THERE EXISTS A CONTRACTUAL AGREEMENT BETWEEN CLIENT AND PREP CONNECT MOBILE, LLC.
9. Neither party will be responsible for performance of its obligations hereunder where delayed or hindered by war, riots, embargoes, strikes or acts of its vendors and will attempt to notify Clients in the event of any of the foregoing occurrences. Should such occurrences continue for more than 90 days, PREP CONNECT MOBILE, LLC or its Clients may cancel service for the affected services and/or products with no further liability.
10. Any legal action arising out of failure, malfunction or defects in PREP CONNECT MOBILE, LLC's services or goods shall be brought within a period of one year of the occurrence or is deemed waived.
11. Severability. If any provision of this Agreement is not valid according to the law, all other provisions will remain in force. If any provision is stricken, both parties agree to negotiate a mutually acceptable substitute provision.
12. Waiver. Either party's failure to insist upon compliance with any term or provision of this Agreement or its waiver of any default shall not be construed as waiving any such term or provision and shall not preclude the aggrieved party from taking action regarding any subsequent default.
13. Governing laws. This Agreement shall be governed by the internal laws of the State of Ohio. Client agrees that any suit filed by Client against PREP CONNECT MOBILE, LLC will be governed by the laws of Ohio and the venue for such litigation against PREP CONNECT MOBILE, LLC shall be in federal or state courts located in the city of Cincinnati, Ohio.
14. THESE TERMS AND CONDITIONS CANNOT BE MODIFIED EXCEPT BY WRITTEN AMENDMENT BY THE PARTIES. NO AGENT, EMPLOYEE OR REPRESENTATIVE OF PREP CONNECT MOBILE, LLC HAS THE AUTHORITY TO BIND THE PARTIES TO ANY REPRESENTATION OR WARRANTY UNLESS SUCH IS SPECIFICALLY INCLUDED IN THESE TERMS AND CONDITIONS. NOTICE TO PARTIES OF DISPUTES ARISING UNDER THIS AGREEMENT SHALL BE SENT BY REGISTERED MAIL, WITH PROPER POSTAGE AFFIXED, TO THE PARTIES AT THE ADDRESS SHOWN ON THE MOST RECENT SERVICE ORDER.
15. PREP CONNECT MOBILE, LLC always reserves the right to change its rates and otherwise modify these Terms and Conditions by notifying Client, in writing, 30 calendar days in advance of the effective date of such changes. These Terms and Conditions hereby supersede all previous representations, understanding, or agreements and shall prevail notwithstanding any variance with terms and conditions of ANY and ALL orders submitted.
16. Use of PREP CONNECT MOBILE, LLC services by Client constitutes acceptance of these Terms and Conditions in full.
17. Publicity. The parties shall work together to draft a mutually agreed upon press release regarding this Agreement and the relationship established thereby. The parties shall distribute such press release at such time and in such manner as the parties shall determine upon further consultation. Neither party shall create or release any press release regarding this Agreement nor the relationship established thereby except as described above. Both parties, however, may respond to local or national media attention by providing information designed to promote awareness and/or sale of the software. Client grants to PREP CONNECT MOBILE, LLC, a limited revocable license to use Client’s name or image on its website and marketing materials for the purpose of identifying Client as a customer of PREP CONNECT MOBILE, LLC.
18. Confidentiality. The parties agree that they shall not, under any circumstance, disclose any of the specific contents of this Agreement, unless given express authorization by the other party or in response to a court order, except that the parties may disclose the specific contents of this Agreement to their respective boards of directors, auditors, attorneys, and consultants.
19. Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR LOST DATA, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PREP CONNECT MOBILE, LLC’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO PREP CONNECT MOBILE, LLC IN THE SIX (6) MONTHS PRECEDING THE CLAIM. This provision shall survive the termination of this Agreement for any reason.
20. Content License. Client grants to PREP CONNECT MOBILE, LLC a worldwide, non-exclusive, royalty-free license to use, reproduce, and distribute photos, rosters, schedules, news, and other content submitted by or on behalf of Client for the purpose of providing, maintaining, and promoting the Services, including in app store listings and marketing materials. Client represents that it has the necessary rights to grant this license for any content it submits. This provision shall survive the termination of this Agreement for any reason.