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 and any unused fee paid by Client shall be refunded to Client within ten (10) business days, without deductions of any kind. 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 two years and month-to-month thereafter.

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
a. The cost of initial set-up and application development is the amount as selected on the REP CONNECT MOBILE, LLC sign up page.
b. PREP CONNECT MOBILE, LLC shall bill for all setup and hosting services upon sign up. Payments must be made by check. 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.
c. 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
a. Client may cancel and/or terminate all services from PREP CONNECT MOBILE, LLC at any time with or without cause upon written notice to PREP CONNECT MOBILE, LLC. All Client requested cancellations will be effective 30-days after the date of the cancellation request.
b. All Client requested cancellations will be subject to refund of any unused pre-paid amount minus a 10% processing fee along with an early cancellation fee of $400 minus $15 for each full month of the contract term completed. 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.
c. PREP CONNECT MOBILE, LLC may cancel and/or terminate service with 30 days written notice to Client, for any reason. If PREP CONNECT MOBILE, LLC shall cancel and/or terminate service for some reason other than non-payment or Client’s Material Policy Violations then all fees shall be refunded to Client within ten (10) business days of the date of PREP CONNECT MOBILE, LLC’s notice to Client, and no penalty fees shall apply. This provision shall survive the termination of this Agreement for any reason.

3. Lawful Use
a. 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.
b. As a provider of services to Client and user of PREP CONNECT MOBILE, LLC’s services, PREP CONNECT MOBILE, LLC agrees to indemnify, defend and to hold harmless Client from ANY and ALL claims resulting from PREP CONNECT MOBILE, LLC provision of services to Client which causes damage to Client or any other party. This provision shall survive the termination of this Agreement for any reason.
c. 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. Warrantees
a. 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 Physical Equipment and Software (as defined below) and services under this Agreement; (ii) it has good and marketable title to and in all Physical Equipment and Software provided to Client under this Agreement; and (iii) to PREP CONNECT MOBILE, LLC’s best knowledge, after due inquiry, the Physical Equipment and 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.

5. Rates
a. 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 30 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 and any unused fee paid by Client shall be refunded to Client within ten (10) business days, without deductions of any kind. 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.
b. 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 retake possession of any and all hardware and/or software it has supplied Client, employees and/or agents (before, during and after any sanctions to recover sums of money). In such a case, Client will provide PREP CONNECT MOBILE, LLC full and free access to the hardware and/or software for this purpose. 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 services, are and shall remain with PREP CONNECT MOBILE, LLC whether or not they are embedded in any programming, software and/or hardware.

7. Client Equipment/Software
PREP CONNECT MOBILE, LLC shall provide Client with the Software as set forth on the PREP CONNECT MOBILE, LLC. website. PREP CONNECT MOBILE, LLC may add or change items when necessary to reflect additional Software provided or any agreed changes thereto. PREP CONNECT MOBILE, LLC warrants to Client that (i) PREP CONNECT MOBILE, LLC is familiar with Clients physical equipment and/or software; and (ii) all Physical Equipment and/or Software provided by PREP CONNECT MOBILE, LLC is compatible with and will not conflict with Client’s physical 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 Software provided by PREP CONNECT MOBILE, LLC. Physical Equipment and/or Software products that are NOT provided by PREP CONNECT MOBILE, LLC are 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 hardware and software not provided by PREP CONNECT MOBILE, LLC. In the event that the Client uses hardware 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 the hardware 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 hardware, 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 hardware 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. Performance of software created by PREP CONNECT MOBILE, LLC is subject to acceptance by Apple, Inc. of the final product. PREP CONNECT MOBILE, LLC is not liable for any loss created by Apple, Inc.’s refusal. In the event that Apple refuses to accept the software created by PREP CONNECT MOBILE, LLC, this Agreement shall terminate and the fee paid to PREP CONNECT MOBILE, LLC will be subject to a refund of any unused portions of the pre-paid amount refunded to Client within 30 days of the date of Apple, Inc’s refusal to accept Client’s application minus a 10% processing fee. To induce Client to enter into this Agreement, PREP CONNECT MOBILE, LLC warrants to Client that PREP CONNECT MOBILE, LLC is unaware of any reason why Apple, Inc will not accept PREP CONNECT MOBILE, LLC’s software and Client’s application. This provision shall survive the termination of this Agreement for any reason.

16. 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. 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 receipt of the notice, whereupon this Agreement shall terminate and any unused fee paid by Client shall be refunded to Client within ten (10) business days, without deductions of any kind. The unused fee does not include the hourly rate charged by PREP CONNECT MOBILE, LLC. This provision shall survive the termination of this Agreement for any reason.

17. Use of PREP CONNECT MOBILE, LLC services by Client constitutes acceptance of these Terms and Conditions in full.

18. 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 indentifying Client as a customer of PREP CONNECT MOBILE, LLC.

19. 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.