Terms of Service

Platform Access & Services

Prept grants the Stager a non-exclusive, non-transferable right to access and use the Prept platform (the "Platform") during the Term of this Agreement. The Platform includes the following core features:

• Instant quoting and estimate generation based on Stager-defined pricing
• Client-facing quote delivery and acceptance workflow
• Job scheduling, pipeline tracking, and status management
• Payment collection including stored cards, ACH, and invoicing
• Automated renewal tracking and auto-billing
• Deinstall alerts, quote follow-up reminders, and daily digest notifications
• Real-time revenue dashboard and business analytics

Prept reserves the right to update, modify, or enhance the Platform at any time. Prept will provide reasonable advance notice of material changes that affect the Stager's use of the Platform.

Revenue Processing & Payment Terms

2.1 Payment Flow

All client payments for staging services facilitated through the Platform will be collected by Prept on the Stager's behalf. Prept processes the gross revenue received from the Stager's clients and disburses the net amount to the Stager after deducting all applicable fees as described in this Section.

Prept currently uses Stripe as its payment processing provider. Prept reserves the right to substitute or replace its payment processing provider at any time upon 30 days' written notice to the Stager, provided that any replacement processor offers materially equivalent functionality for payment collection and disbursement.

2.2 Platform Fee

Prept charges a Platform Fee of five percent (5%) of all gross revenue processed through the Platform for the Stager's staging services. This fee covers access to the Platform and all associated features.

The 5% Platform Fee includes the cost of ACH/bank transfer payment processing. Where a Stager's client pays by credit or debit card, Stripe's standard card processing fee (currently approximately 2.9% + $0.30 per transaction, subject to change by Stripe) will be deducted from the gross revenue in addition to the Platform Fee prior to disbursement.

Prept will display the applicable processing fee at the time of each transaction within the Platform. Prept is not responsible for changes to Stripe's fee structure and will provide reasonable notice of any material changes to processing fees as communicated by Stripe. The Stager is encouraged to collect payment via ACH/bank transfer where possible to minimize processing costs.

2.3 Job Completion Requirement

All disbursements are contingent on the Stager confirming completion of the relevant staging work within the Platform. "Work Confirmed Complete" means:

• The staging installation has been marked complete by the Stager within the Platform, and
• The Stager has uploaded at least one photograph evidencing completion of the staging installation, including at minimum one image of the primary furnished living space, taken on the date of installation, via the Platform at the time of job completion marking. Prept reserves the right to request additional photographic evidence prior to approving disbursement if submitted photos are insufficient to confirm completion.
• No active client dispute or chargeback is pending with respect to the applicable payment.

The Stager is responsible for accurately marking jobs complete within the Platform only when staging services have been fully delivered. Prept reserves the right to delay or withhold disbursement if there is reasonable basis to believe a job completion marking is inaccurate or fraudulent.

2.4 Standard Payout

Following confirmation that a job is marked complete in the Platform, net revenue (gross revenue minus the 5% Platform Fee) will be disbursed to the Stager's linked bank account within the payout schedule established by Stripe, typically 2 business days following confirmation of completion. Prept is not responsible for delays caused by Stripe or banking institutions.

2.5 Payout Example

2.6 Disputes & Chargebacks

In the event of a client-initiated chargeback or dispute, Prept may withhold the applicable disbursement until the dispute is resolved. If a chargeback is upheld, the corresponding amount (plus any chargeback fees assessed by Stripe) will be the responsibility of the Stager. Prept will provide prompt notice and documentation of any dispute.

Stager Obligations

The Stager agrees to:

• Provide accurate and complete information when setting up their Prept account, including valid banking details for disbursement.
• Maintain all necessary licenses, permits, and insurance required to operate a home staging business in their jurisdiction, including the minimum insurance coverage specified in Section 16 of this Agreement.
• Accurately mark jobs as complete within the Platform only when staging services have been fully delivered.
• Use the Platform in compliance with all applicable laws and Prept's then-current Terms of Service, available at itsprept.com.
• Promptly notify Prept of any disputes, complaints, or issues raised by clients related to payments processed through the Platform.
• Not attempt to circumvent payment processing through the Platform for services originating from Platform-generated quotes or leads.

Acceptable Use

The Stager agrees not to use the Platform to:

• Engage in fraud, misrepresentation, or any illegal activity in connection with staging services or payments;
• Reverse engineer, decompile, disassemble, or attempt to derive the source code of any part of the Platform;
• Scrape, crawl, or extract data from the Platform by automated means without Prept's prior written consent;
• Introduce malicious code, viruses, or harmful components into the Platform;
• Impersonate Prept or any third party, or misrepresent the Stager's affiliation with any person or entity;
• Use the Platform to transmit spam, unsolicited commercial messages, or harassing communications;
• Circumvent or disable any security, access control, or technical feature of the Platform.

Violation of this Section may result in immediate suspension or termination of Platform access pursuant to Section 6.3.

Platform Availability & Support

5.1 Uptime Commitment

Prept will use commercially reasonable efforts to maintain Platform availability of at least 99% uptime, measured monthly, excluding scheduled maintenance windows. Prept will provide advance notice of scheduled maintenance where practicable.

5.2 Support

Prept will provide email-based customer support to Stagers during normal business hours (Monday through Friday, 9 AM to 5 PM Mountain Time, excluding federal holidays). Prept will use commercially reasonable efforts to respond to support inquiries within 2 business days. Prept does not guarantee resolution times for issues outside Prept's direct control, including Stripe processing delays or third-party service outages.

5.3 No Guarantee of Uninterrupted Access

Prept does not guarantee uninterrupted or error-free access to the Platform and is not liable for temporary outages, Stripe processing delays, or losses resulting from the Stager's failure to comply with this Agreement.

Term & Termination

6.1 Term

This Agreement commences on the Effective Date and continues for an initial term of six (6) months (the "Initial Term"). Following the expiration of the Initial Term, this Agreement will automatically renew for successive one (1) year periods (each a "Renewal Term") unless either party provides written notice of non-renewal at least 30 days before the end of the then-current term. The Initial Term and all Renewal Terms are collectively referred to as the "Term."

6.2 Termination for Convenience

Either party may terminate this Agreement for any reason by providing 30 days' prior written notice to the other party.

6.3 Termination for Cause

Prept may terminate this Agreement immediately, without notice, if the Stager: (a) materially breaches this Agreement and fails to cure such breach within 10 days of written notice; (b) engages in fraud, misrepresentation, or illegal activity; or (c) violates Prept's Terms of Service in a manner that poses a risk to Prept, its clients, or third parties.

6.4 Effect of Termination

Upon termination: (a) the Stager's access to the Platform will be deactivated; (b) Prept will disburse any net revenue owed for completed work within 14 business days of termination, subject to resolution of any pending disputes; (c) the Stager will have 30 days following termination to export their data from the Platform, after which Prept may delete such data in accordance with its data retention policies; and (d) Sections 2, 7, 8, 9, 10, 11, 12, 13, and 14 will survive termination.

Intellectual Property

The Platform, including all software, features, content, branding, and technology, is and remains the sole property of Prept. This Agreement does not grant the Stager any ownership rights in the Platform. The Stager retains ownership of all content they upload to the Platform, including their pricing, property information, and client data, and grants Prept a limited license to use such content solely to provide the Platform services.

7.1 Feedback License

If the Stager provides suggestions, ideas, or feedback regarding the Platform ("Feedback"), the Stager grants Prept a perpetual, irrevocable, royalty-free, worldwide license to use, incorporate, and commercialize such Feedback in any manner without restriction or compensation to the Stager.

Marketing to Platform Participants

The Stager acknowledges that Prept may independently market and offer its own products and services directly to real estate agents, brokers, and other parties ("Agents") who interact with the Platform in connection with the Stager's use of the Platform, including Agents whose contact information is submitted to or generated through the Platform. Prept's right to market to Agents includes outreach related to Prept's platform features, agent-facing tools, partner services, and future product offerings.

Prept agrees that it will not share or sell an individual Stager's client or Agent contact data directly to an unaffiliated competing staging provider for the purpose of soliciting that Stager's existing clients on behalf of such competitor. Nothing in this Section shall restrict Prept from operating its own staging marketplace, offering staging services fulfilled through Prept's network of service providers, or marketing Prept's own products and services — including staging-related services — to Agents using the Platform.

The Stager grants Prept a non-exclusive license to use Agent contact information submitted through the Platform solely for the purposes described in this Section, in accordance with Prept's Privacy Policy at itsprept.com. Prept's outreach to Agents will comply with all applicable laws, including CAN-SPAM and the Colorado Privacy Act.

Data Privacy & Security

9.1 Data Handling

Each party agrees to handle personal data collected or processed in connection with this Agreement in compliance with all applicable privacy laws, including the Colorado Privacy Act (C.R.S. § 6-1-1301 et seq.) and, to the extent applicable, the California Consumer Privacy Act. Prept's collection and use of personal data is governed by its Privacy Policy, available at itsprept.com/privacy-policy.

9.2 Stager Data

Prept will process the Stager's client data, including personal information submitted through the Platform, solely to provide the Platform services. Prept will not sell Stager client data to third parties. Prept may use aggregated, anonymized data derived from Platform usage for internal analytics and product improvement purposes, provided such data cannot reasonably be used to identify the Stager or their clients.

9.3 Security

Prept will maintain commercially reasonable administrative, technical, and physical safeguards designed to protect data processed through the Platform against unauthorized access, disclosure, or destruction. These safeguards include, at minimum, encryption of data in transit and at rest, access controls, and regular security assessments.

9.4 Breach Notification

In the event of a confirmed data breach that affects Stager or client personal data, Prept will notify the affected Stager without unreasonable delay, and in no event later than 72 hours after becoming aware of the breach, to the extent such notification is required by applicable law. Notification will include a description of the nature of the breach, the categories of data involved, and the steps Prept is taking to address the incident.

9.5 Data Retention

Prept will retain Stager data for the duration of the Agreement and for up to 12 months following termination, after which Prept will delete or anonymize such data, unless a longer retention period is required by applicable law. The Stager may request deletion of their data at any time following termination, subject to Prept's legal obligations.

Warranties & Disclaimer

10.1 Stager Warranties

The Stager represents and warrants that: (a) it has the legal authority to enter into this Agreement; (b) it holds all licenses, permits, and insurance required to operate a home staging business in its jurisdiction; and (c) its use of the Platform will comply with all applicable laws and regulations.

10.2 Disclaimer of Warranties

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PREPT EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. PREPT DOES NOT WARRANT THAT THE PLATFORM WILL BE ERROR-FREE, UNINTERRUPTED, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

Indemnification

11.1 Indemnification by Stager

The Stager agrees to defend, indemnify, and hold harmless Prept and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) the Stager's staging services or business operations; (b) the Stager's breach of this Agreement or any applicable law; (c) any content uploaded by the Stager to the Platform; or (d) any dispute between the Stager and one of the Stager's clients.

11.2 Indemnification by Prept

Prept agrees to defend, indemnify, and hold harmless the Stager from and against any third-party claims alleging that the Platform, as provided by Prept, infringes a third party's intellectual property rights, provided that the Stager: (a) promptly notifies Prept of the claim; (b) grants Prept sole control over the defense and settlement; and (c) provides reasonable cooperation to Prept in the defense of the claim. This indemnification does not apply to claims arising from the Stager's modification of the Platform or use of the Platform in combination with third-party services not approved by Prept.

Force Majeure

Neither party will be liable for any delay or failure to perform its obligations under this Agreement (other than payment obligations) to the extent such delay or failure is caused by circumstances beyond the party's reasonable control, including acts of God, natural disasters, pandemic, government action, changes in law or regulation, internet or telecommunications failures, cyberattacks, or third-party service outages (including Stripe). The affected party will: (a) promptly notify the other party of the force majeure event; (b) use commercially reasonable efforts to mitigate the impact; and (c) resume performance as soon as reasonably practicable. If a force majeure event persists for more than 30 consecutive days, either party may terminate this Agreement upon written notice without further liability.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PREPT'S TOTAL LIABILITY TO THE STAGER FOR ANY CLAIM ARISING UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL PLATFORM FEES PAID BY THE STAGER IN THE THREE (3) MONTHS PRECEDING THE CLAIM. IN NO EVENT SHALL PREPT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, EVEN IF PREPT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Notwithstanding the foregoing, the liability cap set forth in this Section 13 does not apply to: (a) breaches of Section 14 (Confidentiality) or Section 9 (Data Privacy & Security); (b) a party's indemnification obligations under Section 11; (c) damages arising from a party's fraud, gross negligence, or willful misconduct; or (d) the Stager's obligation to pay fees owed to Prept under this Agreement. The parties acknowledge that these exclusions reflect a reasonable allocation of risk given the nature of the obligations involved.

Confidentiality

Each party agrees to hold in confidence any non-public, proprietary information disclosed by the other party in connection with this Agreement, and not to disclose such information to third parties without prior written consent. This obligation does not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; or (c) is required to be disclosed by law or court order.

Each party acknowledges that a breach of this Section 14 may cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, in the event of a breach or threatened breach of this Section, the non-breaching party will be entitled to seek injunctive relief or specific performance from a court of competent jurisdiction without the requirement to post bond or prove actual damages, in addition to any other remedies available at law or in equity.

Insurance

16.1 Required Coverage

During the Term of this Agreement, the Stager shall obtain and maintain in force the following insurance coverages with insurers reasonably acceptable to Prept:

• Workers' Compensation insurance as required by applicable law;
• Commercial General Liability insurance with policy limits of no less than one million dollars ($1,000,000) per occurrence and three million dollars ($3,000,000) in the aggregate, covering bodily injury, property damage, and personal injury arising out of the Stager's staging operations;
• Errors and Omissions (Professional Liability) insurance with limits of no less than one million dollars ($1,000,000) per claim; and
• Such other insurance as is customary for a home staging business operating in the Stager's jurisdiction.

16.2 Additional Insured & Certificate of Insurance

The Stager shall name Eliot Street Inc. d/b/a Prept as an Additional Insured on its Commercial General Liability insurance policy. Prior to receiving the first disbursement under this Agreement, and upon each policy renewal thereafter, the Stager shall provide Prept with a current Certificate of Insurance (COI) evidencing the required coverages and confirming Prept's status as Additional Insured. The COI should be sent to support@itsprept.com.

16.3 Notice of Cancellation

The Stager shall ensure that its insurance policies provide for at least 30 days' prior written notice to Prept in the event of cancellation or material modification of coverage. Failure to maintain the required insurance or provide evidence thereof upon request is a material breach of this Agreement and may result in immediate suspension of Platform access pursuant to Section 6.3.

General Provisions

• Governing Law. This Agreement shall be governed by the laws of the State of Colorado, without regard to its conflict of law provisions. Any disputes shall be resolved in the state or federal courts located in Boulder County, Colorado.
• Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior discussions, representations, and agreements.
• Amendments. Prept may update this Agreement from time to time with 30 days' written notice. Any changes to the Platform Fee or other fees charged under this Agreement will take effect at the start of the next Renewal Term following the required notice period, and will not apply mid-term. Continued use of the Platform after the effective date of any update constitutes acceptance.
• Assignment. The Stager may not assign this Agreement or any rights hereunder without Prept's prior written consent. Prept may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.
• Severability. If any provision of this Agreement is found to be unenforceable, the remaining provisions will remain in full force and effect.
• Notices. Notices under this Agreement may be delivered by email to the contact addresses on file for each party and will be deemed received upon confirmation of delivery.
• Independent Contractors. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, employment, or franchise relationship. The Stager is solely responsible for filing all tax returns and making all tax payments required by applicable law with respect to fees received through the Platform. No portion of the Stager's disbursements will be subject to withholding by Prept for payroll, social security, or other employee taxes. To the extent required by law, Prept will report amounts disbursed to the Stager by filing Form 1099-NEC with the Internal Revenue Service and will request a completed IRS Form W-9 from the Stager prior to first disbursement.
• Waiver. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.
• Non-Exclusive. This Agreement is non-exclusive. Prept may provide the Platform to other staging professionals and may engage other service providers. The Stager may use other platforms or tools to operate their business, provided such use does not violate the non-circumvention obligations set forth in Section 3.
• Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original. Electronic signatures shall be deemed valid and binding.

Platform Access & Services

Subject to your compliance with this Agreement, Prept grants you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Prept platform (the "Platform") solely to log in and initiate payments to stagers during the Term. You shall not, and shall not permit any third party to: (a) copy, modify, adapt, translate, or create derivative works of the Platform; (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying structure of the Platform; (c) circumvent, disable, or otherwise interfere with any security-related or technical restrictions of the Platform; (d) use the Platform to develop, offer, or operate a service or product that is competitive with the Platform; (e) introduce any viruses, malware, or other malicious code into the Platform; or (f) resell, lease, sublicense, distribute, or otherwise make the Platform available to any third party except as expressly permitted by this Agreement. All rights not expressly granted to you are reserved by Prept.

Prept reserves the right to update, modify, or enhance the Platform at any time. Prept will provide reasonable advance notice of material changes that affect your use of the Platform.

Acceptable Use

You agree not to use the Platform to: (a) engage in fraud, misrepresentation, or any illegal activity in connection with staging services or payments; (b) introduce malicious code, viruses, or harmful components into the Platform; or (c) circumvent or disable any security or access control feature of the Platform.

Violation of this Section may result in immediate suspension or termination of Platform access pursuant to Section 6.3.

Term & Termination

6.1 Term

This Agreement will commence on the Effective Date and will continue in effect until terminated by either party in accordance with Section 6.2 or Section 6.3.

6.2 Termination for Convenience

Either party may terminate this Agreement for any reason by providing 15 days' prior written notice to the other party.

6.3 Termination for Cause

Prept may terminate this Agreement immediately upon written notice to you for any breach of this Agreement or for convenience.

6.4 Effect of Termination

Upon termination of this Agreement, your access to the Platform will be deactivated. You will have 30 days following termination to export your data from the Platform, after which Prept may delete such data in accordance with its data retention policies. Sections 2, 6.4, 7, 8, 10, 11, 12, 13, 14, and 16 will survive termination.

Intellectual Property

Prept retains all right, title, and interest in and to the Platform. You retain all rights to content you upload to the Platform.

Disclaimer

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PREPT EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. PREPT DOES NOT WARRANT THAT THE PLATFORM WILL BE ERROR-FREE, UNINTERRUPTED, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

Prept does not guarantee uninterrupted or error-free access to the Platform and is not liable for temporary outages or losses resulting from your failure to comply with this Agreement.

Force Majeure

Neither party will be liable for any delay or failure to perform its obligations under this Agreement (other than payment obligations) to the extent such delay or failure is caused by circumstances beyond the party's reasonable control, including acts of God, natural disasters, pandemic, government action, changes in law or regulation, internet or telecommunications failures, cyberattacks, or failures, outages, or terminations of third-party service providers. The affected party will: (a) promptly notify the other party of the force majeure event; (b) use commercially reasonable efforts to mitigate the impact; and (c) resume performance as soon as reasonably practicable. If a force majeure event persists for more than 30 consecutive days, either party may terminate this Agreement upon written notice without further liability.

Limitation of Liability & Indemnification

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PREPT'S TOTAL LIABILITY TO YOU FOR ANY CLAIM ARISING UNDER THIS AGREEMENT SHALL NOT EXCEED $50.00. IN NO EVENT SHALL PREPT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, OR ANY LOST PROFITS OR LOST REVENUE, EVEN IF PREPT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Indemnification

You agree to indemnify, defend, and hold harmless Prept and its officers, directors, employees, and agents from and against any and all claims, damages, liabilities, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your violation of this Agreement; (b) your illegal activities in connection with your use of the Platform; or (c) your gross negligence or intentional misconduct.

General Provisions

• Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, without regard to its conflict of law provisions. Any disputes arising out of or relating to this Agreement shall be resolved exclusively in the state or federal courts located in Boulder County, Colorado, and each party hereby consents to the jurisdiction and venue of such courts.
• Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior discussions, representations, and agreements.
• Amendments. Prept may update this Agreement from time to time by providing notice to you. Any such update will become effective 15 days after notice is provided. Continued use of the Platform after the effective date of any update constitutes your acceptance of the updated Agreement. If you do not agree to any update, your sole remedy is to stop using the Platform.
• Assignment. You may not assign this Agreement or any rights hereunder without Prept's prior written consent. Prept may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.
• Severability. If any provision of this Agreement is found to be unenforceable, the remaining provisions will remain in full force and effect.
• Notices. Notices under this Agreement may be delivered by email to the contact addresses on file for each party and will be deemed received upon confirmation of delivery.
• Independent Contractors. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, employment, or franchise relationship. You are solely responsible for filing all tax returns and making all tax payments required by applicable law with respect to fees received through the Platform. No portion of your disbursements will be subject to withholding by Prept for payroll, social security, or other employee taxes. To the extent required by law, Prept will report amounts disbursed to you by filing Form 1099-NEC with the Internal Revenue Service and will request a completed IRS Form W-9 from you prior to the first disbursement.
• Waiver. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.
• Non-Exclusive. This Agreement is non-exclusive. Prept may provide the Platform to other staging professionals and may engage other service providers. You may use other platforms or tools to operate your business.
• Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original. Electronic signatures shall be deemed valid and binding.