Platform Master Services Agreement

IF YOU SUBSCRIBE TO THE PLATFORM, YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW UNTIL YOU CANCEL. SEE SECTION 6 FOR DETAILS.

How this Agreement works: The Stager and Prept execute a separate Order Form that selects the products and sets pricing, seats, term, and other commercial details. The Order Form, together with this MSA, constitutes the complete agreement. In the event of any conflict, the Order Form controls solely with respect to the specific terms it addresses.

Platform Access & Services

Subject to the Stager's compliance with this Agreement, Prept grants the Stager a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Prept platform (the "Platform") during the Term solely for the Stager's internal business purposes.

The Platform is built on Stager OS™, which is included with every subscription and provides core back-office functionality, including:

• Smart pricing and instant quote generation based on Stager-defined pricing
• Client-facing proposals, e-signature, and quote acceptance workflow
• Project pipeline, scheduling, and job status management
• Payment collection and processing, including stored cards, ACH, and invoicing
• Automated renewal tracking and auto-billing
• Stager dashboard, revenue reporting, and business analytics
• A dedicated account representative

Additional products, modules, or AI team members (such as inventory management, bookkeeping, sales coordination, or growth and marketing services), and the number of permitted user seats, are made available as set forth in the applicable Order Form. Prept reserves the right to update, modify, or enhance the Platform at any time and will provide reasonable advance notice of material changes.

Subscription, Fees & Payment Processing

2.1 Order Forms

Each subscription is governed by an Order Form executed by both parties specifying: the products and modules selected; the monthly or annual Subscription Fee; the billing cadence; the Initial Term; the number of permitted user seats; any add-ons; any applicable discounts or promotional pricing (including founding-member or "Originals" pricing); the Platform Revenue Share Percentage (if any); and any special terms.

2.2 Subscription Fee

The Stager shall pay the Subscription Fee in the amount and on the cadence set forth in the applicable Order Form. Stager OS™ is priced by monthly staging volume; add-ons and additional seats are billed at the rates stated in the Order Form. The Subscription Fee is billed in advance of each billing period and is charged automatically to the Stager's payment method on file. The Subscription Fee is non-refundable except as expressly set forth in this Agreement.

AUTOMATIC RENEWAL; AUTHORIZATION TO CHARGE. IF THE ORDER FORM OR SIGN-UP FLOW PROVIDES FOR AUTOMATIC RENEWAL OR RECURRING CHARGES, THEN (A) THE SUBSCRIPTION WILL AUTOMATICALLY RENEW FOR SUCCESSIVE RENEWAL TERMS OF THE SAME LENGTH AS THE INITIAL SUBSCRIPTION TERM UNLESS THE STAGER CANCELS IN ACCORDANCE WITH THE CANCELLATION TERMS PROVIDED IN THE ORDER FORM OR IN-PLATFORM ACCOUNT SETTINGS; AND (B) THE STAGER EXPRESSLY AUTHORIZES PREPT (AND ITS PAYMENT PROCESSORS) TO CHARGE THE PAYMENT METHOD ON FILE FOR (I) THE SUBSCRIPTION FEE, (II) ANY APPLICABLE TAXES, AND (III) ANY OTHER FEES EXPRESSLY IDENTIFIED IN THE ORDER FORM AS RECURRING OR AS AUTO-CHARGED. THE STAGER MAY CANCEL THE SUBSCRIPTION AS DESCRIBED IN THE ORDER FORM OR THROUGH THE STAGER'S ACCOUNT SETTINGS IN THE PLATFORM.

2.3 Payment Processing & Disbursement

All client payments for services facilitated through the Platform are collected by Prept on the Stager's behalf. Where a client pays by credit or debit card, the card processing fee (currently approximately 2.9% + $0.30 per transaction, subject to change by the processor) is added to the amount charged to the client and is borne by the client, not the Stager. ACH/bank transfer payments incur no such fee. Prept disburses to the Stager the full service amount, less only any Platform Revenue Share specified in the Order Form. Prept currently uses Stripe as its payment processing provider and reserves the right to substitute its provider upon 30 days' written notice.

2.4 Platform Revenue Share

Unless the applicable Order Form specifies a Platform Revenue Share Percentage greater than zero, no platform revenue share applies and the Stager retains 100% of the service amount paid by its clients (card processing fees being borne by the paying client as described in Section 2.3). Where an Order Form specifies a Revenue Share Percentage greater than zero, that percentage is deducted from each disbursement processed through the Platform.

2.5 Job Completion Requirement

All disbursements are contingent on the Stager confirming completion of the relevant work within the Platform. "Work Confirmed Complete" means: (a) the installation has been marked complete by the Stager within the Platform; (b) the Stager has uploaded at least one photograph evidencing completion, including at minimum one image of the primary furnished space, taken on the date of installation; and (c) no active client dispute or chargeback is pending. Prept may delay or withhold disbursement if there is a reasonable basis to believe a job completion marking is inaccurate or fraudulent.

2.6 Payout

Following confirmation that a job is marked complete in the Platform, net revenue is disbursed to the Stager's linked bank account within the payout schedule established by Stripe, typically two (2) business days following confirmation. The Subscription Fee is billed separately and is never deducted from individual transaction disbursements.

2.7 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) is the responsibility of the Stager. Prept will provide prompt notice and documentation of any dispute.

2.8 Taxes

Fees are exclusive of all applicable taxes, duties, and governmental assessments. The Stager is responsible for all taxes arising from its access to or use of the Platform and from its provision of staging services to its clients. If Prept has a legal obligation to collect or remit taxes for which the Stager is responsible, Prept may charge the Stager for such taxes, unless the Stager provides a valid tax exemption certificate.

Stager Obligations

The Stager agrees to:

• Provide accurate and complete information when setting up its Prept account, including valid banking details and a valid payment method for the Subscription Fee.
• Maintain all licenses, permits, and insurance required to operate its business in its jurisdiction, including the minimum insurance coverage specified in Section 15.
• Accurately mark jobs as complete within the Platform only when services have been fully delivered.
• Use the Platform in compliance with all applicable laws and Prept's then-current Terms of Service.
• Promptly notify Prept of any client disputes, complaints, or payment issues processed through the Platform.
• Not attempt to circumvent payment processing through the Platform for services originating from Platform-generated quotes, leads, or client records.
• Pay the Subscription Fee when due in accordance with the applicable Order Form.

Acceptable Use

The Stager agrees not to use the Platform to:

• Engage in fraud, misrepresentation, or any illegal activity in connection with 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;
• 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.

5.2 Support

Every account includes a dedicated account representative. Prept provides customer support during normal business hours (Monday through Friday, 9 AM to 5 PM Mountain Time, excluding federal holidays). Plan- or product-specific support response times, if any, are set forth in the applicable Order Form.

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, payment-processor delays, or losses resulting from the Stager's failure to comply with this Agreement.

Term & Termination

6.1 Term

This MSA commences on the Effective Date and continues until terminated. The Initial Term and any Renewal Terms for each subscription are set forth in the applicable Order Form.

• Annual subscriptions automatically renew for successive one-year periods unless either party provides written notice of non-renewal at least 60 days before the end of the then-current term.
• Monthly subscriptions automatically renew month-to-month until terminated by either party on 30 days' written notice.

6.2 Commitment During Initial Term

Where an Order Form specifies an annual commitment, the Stager may not terminate for convenience prior to the expiration of the then-current annual Term. Any unpaid Subscription Fees for the remainder of that annual Term become immediately due and payable upon any purported early termination.

6.3 Termination for Cause by Prept

Prept may terminate this Agreement or any Order Form immediately, without notice, if the Stager: (a) materially breaches and fails to cure within 10 days of notice; (b) engages in fraud, misrepresentation, or illegal activity; (c) violates Prept's Terms of Service in a manner that poses a risk; or (d) fails to pay the Subscription Fee within 15 days of its due date.

6.4 Termination for Convenience by Prept

Prept may terminate by providing 30 days' prior written notice and will refund any prepaid Subscription Fees attributable to the period following the effective date of termination.

6.5 Effect of Termination

Upon termination: (a) Platform access is deactivated; (b) Prept disburses any net revenue owed for completed work within 14 business days; (c) the Stager has 30 days to export its data; (d) all remaining Subscription Fees for the balance of any annual Term become immediately due if terminated due to the Stager's breach; and (e) Sections 2, 7 through 14, and 16 survive termination.

Intellectual Property

The Platform, including all software, features, content, branding, and technology, is and remains the sole property of Prept. The Stager retains ownership of all content it uploads and grants Prept a limited, non-exclusive, royalty-free license to use such content solely to provide the Platform services. No sale, assignment, or transfer of any intellectual property in the Platform is made by this Agreement.

7.1 Feedback License

Feedback provided by the Stager regarding the Platform is licensed to Prept on a perpetual, irrevocable, royalty-free, worldwide basis for use, incorporation, and commercialization without restriction.

Marketing to Platform Participants

Prept may independently market and offer its products and services directly to real estate agents, brokers, and other parties ("Agents") who interact with the Platform. Prept will not share or sell an individual Stager's client or Agent contact data to an unaffiliated competing service provider for the purpose of soliciting that Stager's existing clients. The Stager grants Prept a non-exclusive license to use Agent contact information submitted through the Platform in accordance with Prept's Privacy Policy.

Data Privacy & Security

9.1 Data Handling

Each party agrees to handle personal data in compliance with all applicable privacy laws, including the Colorado Privacy Act (C.R.S. § 6-1-1301 et seq.) and the California Consumer Privacy Act to the extent applicable.

9.2 Stager Data

Prept processes Stager client data solely to provide the Platform services and will not sell Stager client data to third parties. Prept may use aggregated, anonymized data for internal analytics and product improvement.

9.3 Security

Prept will maintain commercially reasonable administrative, technical, and physical safeguards, including encryption in transit and at rest.

9.4 Breach Notification

In the event of a confirmed data breach, Prept will notify the affected Stager within 72 hours after becoming aware of the breach, to the extent required by applicable law.

9.5 Data Retention

Prept retains Stager data for the duration of the Agreement and up to 12 months following termination, after which Prept will delete or anonymize such data unless a longer retention period is required by law.

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 its business; and (c) its use of the Platform will comply with all applicable laws.

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 By Stager

The Stager agrees to defend, indemnify, and hold harmless Prept from claims arising from: (a) the Stager's services or business operations; (b) breach of this Agreement or applicable law; (c) content uploaded by the Stager; or (d) disputes between the Stager and the Stager's clients.

11.2 By Prept

Prept agrees to defend, indemnify, and hold harmless the Stager from third-party claims alleging that the Platform, as provided by Prept and used in accordance with this Agreement, infringes or misappropriates any United States intellectual property rights. Prept will pay all damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) finally awarded that are specifically attributable to such claim. Prept has no obligation under this section with respect to claims arising from: (i) use of the Platform not in accordance with this Agreement; (ii) use of the Platform in combination with products not supplied or approved by Prept; (iii) modifications to the Platform not made by Prept; or (iv) use of a version of the Platform other than the most current version made available by Prept.

Force Majeure

Neither party will be liable for delays or failures (other than payment obligations) caused by circumstances beyond its reasonable control. The obligation to pay the Subscription Fee is expressly excluded from force majeure relief.

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 SUBSCRIPTION 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, OR ANY LOST PROFITS OR LOST REVENUE, EVEN IF PREPT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

The liability cap set forth in this Section 13 does not apply to gross negligence or willful misconduct, or to 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 based on the nature of this agreement.

Confidentiality

Each party agrees to hold in confidence non-public proprietary information disclosed by the other party. This obligation does not apply to information that: (a) is 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.

Insurance

15.1 Required Coverage

During the Term, the Stager shall obtain and maintain:

• Workers' Compensation insurance as required by applicable law;
• Commercial General Liability insurance with limits of no less than $1,000,000 per occurrence and $3,000,000 in the aggregate; and
• Errors and Omissions insurance with limits of no less than $1,000,000 per claim.

15.2 Additional Insured & Certificate of Insurance

The Stager shall name Eliot Street Inc. d/b/a Prept as an Additional Insured on its CGL policy and provide a Certificate of Insurance to support@itsprept.com prior to first disbursement.

15.3 Notice of Cancellation

The Stager's insurance policies shall provide at least 30 days' prior written notice to Prept in the event of cancellation or material modification.

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. Disputes shall be resolved in state or federal courts in Boulder County, Colorado.
• Entire Agreement. This MSA together with all executed Order Forms is the entire agreement between the parties.
• Order of Precedence. An Order Form controls over this MSA solely as to the specific terms it addresses.
• Amendments. Prept may update this MSA with 30 days' written notice. Any change to the Subscription Fee or other fees becomes effective only at the start of a Renewal Term following the required notice period.
• 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. Unenforceable provisions do not affect the remaining provisions.
• Notices. Notices under this Agreement may be delivered by each party's designated email. Notice is 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 its tax filings.
• Waiver. No failure or delay constitutes a waiver.
• Non-Exclusive. Prept may provide the Platform to other service providers.
• Counterparts. Electronic signatures are valid and binding.