Last Updated: May 20, 2026 | Effective Date: May 20, 2026

01. ACCEPTANCE OF TERMS & FORMATION OF BINDING AGREEMENT

These Terms and Conditions (“Terms”) govern all access to, registration with, and use of the Prepvio marketplace platform (the “Platform”) operated by Prepvio LLC (“Prepvio,” “we,” “our,” or “us”), a limited liability company organized under the laws of the State of Texas, United States of America.

By clicking “I agree,” checking a box, scrolling past this notice, or otherwise accessing or using the Platform, you form a legally binding contract with Prepvio and agree to these Terms in their entirety. If you are using the Platform on behalf of a business, corporation, or other legal entity, you represent and warrant that you have the full authority to bind that entity to these Terms, and all references to “you” apply equally to such entity and its officers, directors, and authorized representatives.

These Terms are incorporated by reference into our Privacy Policy, the Prepvio User Agreement, and all other policies, guidelines, and agreements published on the Platform. In the event of conflict between documents, the order of precedence is: (1) Terms and Conditions, (2) Privacy Policy, (3) Other published policies.

02. DEFINITIONS

As used in these Terms, the following capitalized terms have the meanings ascribed:

• “Client”: A registered user who purchases, requests, or receives logistics-related services through the Platform, including e-commerce sellers and fulfillment managers for third-party marketplaces (Amazon, Walmart, TikTok Shop, eBay, etc.).
• “Prepper”: An independent service provider registered on the Platform who offers prep center, third-party logistics (3PL), storage, kitting, labeling, bundling, quality assurance, or fulfillment services.
• “Gig”: A defined, published service listing (e.g., Basic, Standard, Premium tier) offered by a Prepper with specified scope, pricing, timelines, and limitations.
• “Order”: A confirmed booking, purchase, or request for a Gig or custom service accepted by a Prepper and paid for by a Client, forming a Service Agreement.
• “Service Agreement”: The agreement formed directly between a Client and Prepper upon Order confirmation, separate from and not binding upon Prepvio.
• “Content”: Text, images, files, listings, messages, reviews, ratings, documents, and any other materials posted to, uploaded to, or transmitted through the Platform by any user.
• “Platform Fees”: All fees charged by Prepvio for use of the Platform, including service fees, transaction fees, payout fees, and any other charges, as disclosed on our Pricing page or at checkout.
• “Intellectual Property”: All patents, copyrights, trademarks, service marks, trade secrets, know-how, and other intellectual property rights.

03. NATURE OF PLATFORM — TECHNOLOGY MARKETPLACE, NOT SERVICE PROVIDER

3.1 — Prepvio’s Limited Role

Prepvio operates a technology marketplace platform only. We provide software infrastructure, communication tools, and transactional mechanisms that enable Clients and Preppers to find each other, communicate, negotiate, and transact. We are NOT and do not act as: (a) a warehouse operator or facility manager; (b) a freight broker, customs broker, or logistics provider; (c) a carrier or shipping company; (d) an employer or staffing agency; (e) a financial institution or licensed escrow provider; (f) a guarantor or underwriter of any service; or (g) a party to any Service Agreement between Client and Prepper.

3.2 — Independent Contractor Status

Preppers are independent contractors and are NOT employees, agents, partners, joint venturers, or representatives of Prepvio. Prepvio does not control, supervise, direct, or manage how Preppers perform their services. Each Prepper operates as their own independent business and is solely responsible for all aspects of their service delivery, compliance, and conduct.

3.3 — No Liability for Service Performance or Third-Party Acts

Prepvio does not: (a) inspect, audit, verify, or guarantee the quality, safety, legality, timeliness, or suitability of any service, listing, Prepper, or Client; (b) take physical possession of, store, transport, or insure any inventory or goods; (c) guarantee successful or timely completion of any Order; or (d) control or supervise any third party (including carriers, marketplaces, or other service providers).

04. ELIGIBILITY, ACCOUNT REGISTRATION & USER RESPONSIBILITIES

4.1 — Age & Legal Capacity

You represent and warrant that you are at least 18 years of age and legally capable of entering into binding contracts under applicable law. Users under 18 are strictly prohibited from using the Platform. Any user misrepresenting their age assumes full legal responsibility for all consequences.

4.2 — Accurate & Current Information

You agree to provide and maintain accurate, current, and complete account information at all times. Providing false, misleading, fraudulent, or deceptive information is a material breach of these Terms and grounds for immediate account suspension and termination without notice or refund.

4.3 — Account Security & Your Responsibility

You are solely and exclusively responsible for maintaining the confidentiality of your login credentials, password, authentication tokens, and any two-factor authentication codes. You must immediately notify Prepvio at support@prepvio.com if you suspect unauthorized access. Prepvio is NOT liable for any loss, damage, or unauthorized activity resulting from your failure to maintain credential confidentiality or secure your account.

4.4 — One Account Per Person / Entity

Each individual or legal entity may maintain only one active account unless expressly authorized by Prepvio in writing. Creating multiple accounts to circumvent restrictions, evade suspensions, or avoid enforcement actions is strictly prohibited and grounds for permanent ban.

4.5 — Account Type Designation

You must select the correct account type (Client or Prepper) and maintain that designation throughout your account lifecycle. Operating under a misrepresented account type is a violation of these Terms.

4.6 — Geographic Restrictions & Availability

Prepvio currently onboards Preppers located in the United States and accepts Clients from select international markets. We reserve the right, in our sole discretion, to expand, limit, restrict, or modify geographic availability, service types, or user categories at any time without notice.

05. VERIFICATION & IDENTITY CONFIRMATION

Prepvio may, at its sole discretion, require identity verification, business verification, background checks, or address verification as a condition of: (a) publishing Gigs; (b) receiving Orders; (c) withdrawing funds; (d) increasing transaction limits; or (e) unlocking other features or higher-tier access.

Submission of false, altered, forged, manipulated, or misleading verification documents or information is fraud and grounds for: (i) immediate permanent suspension and account termination; (ii) withholding of all pending and future payouts; (iii) referral to law enforcement; and (iv) civil action to recover damages.

Prepvio bears NO liability for any account delay, restriction, denial, suspension, loss of access, or lost funds resulting from a user’s failure or refusal to complete verification, or from verification denial or failure.

5A. VERIFICATION DISCLAIMER

Prepvio may require users to complete identity verification, address verification, business verification, or other verification procedures. Verification may include government-issued identification, utility bills, proof of address, business registration documents, or other supporting documentation.

Verification only confirms that certain information or documents were submitted and reviewed. Verification does not constitute an endorsement, certification, recommendation, guarantee, warranty, or representation regarding a user’s identity, business legitimacy, operational capability, financial stability, service quality, safety practices, insurance coverage, regulatory compliance, or future performance.

Users remain solely responsible for conducting their own due diligence before entering into any transaction, Order, or Service Agreement. Prepvio bears no liability for any acts, omissions, misrepresentations, losses, damages, disputes, or claims arising from reliance upon a user’s verification status.

06. LISTINGS, GIGS & PREPPER PERFORMANCE STANDARDS

6.1 — Accuracy of Listings

Preppers must ensure all Gig listings are accurate, complete, current, and not misleading. Listings must truthfully describe: service scope, pricing, turnaround times, capacity, item restrictions, certifications, facility details, and any limitations or special requirements. Photos and videos must fairly and honestly represent the Prepper’s operation.

6.2 — Service Performance & Standards

Preppers are solely responsible for performing all services professionally, lawfully, and in accordance with agreed-upon Order specifications, timelines, and quality standards. Prepvio does NOT supervise, inspect, audit, or guarantee the performance, quality, legality, or suitability of any Prepper’s services.

6.3 — Address Confidentiality

Prepper facility addresses are confidential business information. Addresses will be disclosed only to Clients with a confirmed, accepted, active Order for the purpose of service execution. Any misuse, unauthorized disclosure, or competitive use of address information by a Client is a violation of these Terms and grounds for account suspension.

6.4 — Legal Compliance Responsibility

Preppers are solely responsible for compliance with all applicable federal, state, and local laws and regulations, including: business licensing, zoning ordinances, occupational health and safety (OSHA), labor laws, wage and hour laws, tax obligations, insurance requirements, and marketplace seller agreements (Amazon, Walmart, etc.). Prepvio accepts NO liability for any Prepper’s non-compliance, legal violations, or enforcement actions.

6.5 — Clients’ Due Diligence Obligation

Clients are solely responsible for conducting their own due diligence, verification, and evaluation of Preppers before placing Orders. Prepvio does NOT verify Prepper credentials, capacity, insurance, safety records, or ability to perform. Clients assume all risk of selecting and transacting with Preppers.

07. ORDERS, TRANSACTIONS & SERVICE AGREEMENTS

7.1 — Order Formation & Gig-Based Model

An Order is formed when a Client submits a request and a Prepper accepts it, or when a Client purchases a published Gig and payment is confirmed. Each Order constitutes a separate, independent, one-time Service Agreement between Client and Prepper only. Unless both parties expressly agree otherwise in writing within the Platform, there is no ongoing or recurring service relationship.

7.2 — Platform Communication Required

All Order-related communications, negotiations, and documentation must occur through the Platform’s messaging system. Prepvio is NOT responsible for any communication, agreement, or representation made outside the Platform or via third-party channels. Agreements reached outside the Platform are not binding on Prepvio.

All communications, negotiations, dispute discussions, Order modifications, and transaction-related communications must occur through the Prepvio Platform. Users may not exchange personal contact information, conduct business communications outside the Platform, or otherwise attempt to circumvent Prepvio’s communication systems. Violation of this requirement may result in account suspension, account termination, withholding of funds, or other enforcement actions by Prepvio.

7.3 — Proof of Work & Completion

Preppers are encouraged to provide photographic, documentary, or other proof of completed work (photos, packing evidence, shipment confirmations, quality certifications). Clients are responsible for reviewing all proof of completion and raising disputes within the applicable dispute window. Failure to dispute within the window constitutes irrevocable acceptance of the completed service.

7.4 — Off-Platform Circumvention — Prohibited & Subject to Fees

Following a Client-Prepper connection made on Prepvio, both parties are prohibited from transacting outside the Platform for a period of 24 months from initial contact without Prepvio’s prior written consent. Violation is a material breach subject to: (a) immediate account termination; (b) permanent ban from the Platform; (c) a circumvention fee equal to 20% of the estimated transaction value; and (d) pursuit of all available legal remedies including civil litigation.

08. SHIPPING, LABELS, TRACKING, INVENTORY STORAGE & CLIENT RESPONSIBILITIES

8A. — Inventory Storage, Abandoned Inventory & Unclaimed Goods

Storage fees, storage limitations, inventory handling charges, and related fees are determined independently by each Prepper and may be disclosed through Gigs, custom Orders, service listings, or other agreements between the Client and Prepper.

If inventory remains unclaimed, abandoned, or a Client becomes unresponsive, the following process shall apply:

1. The Prepper shall make reasonable efforts to contact the Client and issue an initial notice regarding the inventory.
2. If no response is received within five (5) business days, the Prepper shall issue a second notice.
3. If no response is received within an additional five (5) business days, the Prepper may notify Prepvio.
4. Prepvio may issue a final notice through the Platform, email, or other available communication methods.
5. The Client shall have thirty (30) calendar days from the date of the final notice to provide instructions, arrange shipment, pay outstanding fees, or otherwise resolve the matter.
6. If the Client fails to respond within the thirty (30) day period, the inventory may be deemed abandoned. Subject to applicable law, the Prepper may return, dispose of, recycle, destroy, donate, liquidate, or otherwise handle the inventory without further notice to the Client.

Prepvio is not a warehouse operator, storage provider, custodian, or insurer of inventory. Prepvio never takes possession of inventory and bears no responsibility or liability for abandoned inventory, storage fees, disposal decisions, liquidation proceeds, lost inventory, damaged inventory, or disputes arising from abandoned goods.

8B. — Inventory Loss, Damage & Responsibility

Any inventory, products, shipments, pallets, cartons, materials, or goods that are lost, stolen, damaged, destroyed, delayed, mishandled, misdirected, contaminated, improperly stored, or otherwise impacted while in a Prepper’s custody shall be governed solely by the Service Agreement between the Client and Prepper.

The Prepper and Client are solely responsible for resolving any claims involving inventory loss, inventory damage, storage damage, handling damage, shipping damage, shortages, overages, theft, destruction, or other inventory-related disputes.

Prepvio is not a party to inventory claims and bears no responsibility for investigating, reimbursing, compensating, replacing, repairing, recovering, or insuring inventory.

Prepvio may review evidence, facilitate communication between the parties, assist in resolving disputes, and make determinations regarding Platform-held funds. Prepvio’s involvement does not create any liability, warranty, duty, or responsibility regarding inventory, inventory claims, or the final outcome of any dispute.

8C. — Prohibited Products & Restricted Goods

The following items are strictly prohibited from being listed, shipped, stored, processed, handled, fulfilled, or otherwise transacted through the Platform:

• Counterfeit products
• Replica products
• Stolen goods
• Hazardous materials (Hazmat)
• Explosives
• Firearms
• Ammunition
• Alcohol
• Tobacco products
• CBD products
• THC products
• Prescription medications
• Controlled substances
• Adult products
• Any item prohibited by applicable law
• Any item prohibited by carrier policies
• Any item prohibited by marketplace policies, including Amazon, Walmart, TikTok Shop, eBay, or similar platforms

Prepvio reserves the right to remove listings, suspend accounts, cancel Orders, withhold payouts, report violations to authorities, and take any other action deemed necessary where prohibited goods are suspected.

Users are solely responsible for ensuring compliance with all applicable laws, regulations, carrier requirements, and marketplace policies.

8.1 — Client Label & Tracking Responsibility

Clients are SOLELY and EXCLUSIVELY responsible for providing valid, authentic, legally accurate shipping labels, tracking numbers, carrier account information, and all shipping instructions. Prepvio does NOT verify, validate, authenticate, or take any responsibility for the accuracy, legality, or authenticity of shipping labels or tracking numbers provided by Clients.

8.3 — Prohibited & Restricted Items

Clients must not ship, upload, or instruct Preppers to handle any prohibited, restricted, hazardous, counterfeit, stolen, unlawful, or misdeclared items. This includes items prohibited by: (a) applicable federal, state, or local law; (b) carrier policies (USPS, UPS, FedEx, DHL); (c) marketplace policies (Amazon, Walmart, TikTok Shop, eBay); or (d) customs or import/export regulations.

Preppers may refuse or immediately halt service upon reasonable suspicion of prohibited, hazardous, or unlawful items. Preppers are entitled to refuse service without penalty or refund.

8.4 — Client Indemnity for Prohibited Items & Violations

Clients shall fully indemnify, defend, and hold harmless Prepvio and any affected Prepper from all costs, fines, penalties, sanctions, legal fees, damages, and liability arising from the Client’s: (a) shipment of prohibited, unlawful, counterfeit, or misdeclared items; (b) violation of carrier, marketplace, or customs regulations; (c) use of fraudulent labels; or (d) violation of any applicable law or regulation.

8.5 — Marketplace Policy Compliance

Clients are solely responsible for ensuring their use of Prepper services complies with all applicable marketplace seller agreements, policies, and guidelines. Prepvio is NOT affiliated with Amazon, Walmart, TikTok, eBay, or any other marketplace and bears NO responsibility for account suspensions, policy violations, enforcement actions, or chargebacks by those platforms.

09. PAYMENTS, PLATFORM FEES & PAYOUTS

9.1 — Payment Processing & Third-Party Processor Responsibility

Payments are processed through third-party payment processors (currently Stripe, Inc.). By using the Platform, you agree to the processor’s terms of service and authorize charges and payouts. Prepvio is NOT liable for any failure, delay, error, fraud, or dispute involving the payment processor, payment networks, or banks. Your payment disputes must be directed to the processor first.

9.2 — Platform Fees & Fee Structure

Prepvio charges Platform Fees for use of the Platform. Current fee schedules, pricing tiers, and any applicable minimums (including minimum withdrawal thresholds) are disclosed on our Pricing page (prepvio.com/pricing) or presented at the point of transaction. Platform Fees are NON-REFUNDABLE under all circumstances except where expressly required by law. Fees are subject to change with notice posted on the Platform, and continued use of the Platform after fee changes constitute acceptance of new fees.

9.3 — Payment Hold & Release — NOT a Bank or Licensed Escrow

Prepvio may hold Client funds during an active Order and release payment to the Prepper after Order completion and expiry of any dispute window. CRITICAL: Prepvio is NOT a bank, financial institution, money services business, or licensed escrow provider. Any payment hold or release feature is a marketplace payment workflow and transaction facilitation mechanism only and does NOT constitute escrow, trust services, or fiduciary services. Funds held by Prepvio are held at-risk and may be withheld pending investigation or due to fraud.

9.4 — Payout Timing & Conditions

Payout availability is subject to: (a) payment processor rules and timelines; (b) risk controls and security holds; (c) verification status and account history; (d) pending disputes or investigations; and (e) regulatory or legal holds. Prepvio does NOT guarantee payout timing and is NOT liable for delays caused by the payment processor, your bank, regulatory holds, fraud holds, or other factors outside our direct control.

9.4 — Payout Timing & Conditions

Payout availability is subject to: (a) payment processor rules and timelines; (b) risk controls and security holds; (c) verification status and account history; (d) pending disputes or investigations; and (e) regulatory or legal holds. Prepvio does NOT guarantee payout timing and is NOT liable for delays caused by the payment processor, your bank, regulatory holds, fraud holds, or other factors outside our direct control.

9.4A. — Payment Holds, Reserves & Risk Controls

Prepvio may place holds, reserves, restrictions, payout delays, transaction reviews, or account limitations where fraud, chargebacks, disputes, verification concerns, unusual activity, legal requirements, payment processor requirements, security concerns, or other risk factors are identified.

Prepvio may delay or withhold payouts pending investigation and bears no liability for any resulting delay, business interruption, lost profits, damages, or losses.

Users acknowledge and agree that Prepvio may take such actions to protect the Platform, its users, payment systems, and business operations.

9.5 — Taxes & Tax Reporting

Each user is solely responsible for determining, reporting, collecting, and remitting all taxes applicable to their activities on the Platform, including federal income tax, self-employment tax, state and local income taxes, sales tax, VAT, GST, and any other tax obligations. Prepvio may issue tax forms (e.g., IRS Form 1099-K) as required by law for qualifying US users. Prepvio does NOT provide tax advice, and you should consult a tax professional regarding your specific tax obligations.

9.6 — Currency & International Transactions

All transactions on the Platform are conducted in United States Dollars (USD) unless otherwise specified. Prepvio is NOT liable for currency conversion losses, fluctuations, bank fees, wire transfer delays, or other costs incurred by international users.

10. CANCELLATIONS, REFUNDS & DISPUTE RESOLUTION

10.1 — Cancellation Policies

Cancellation policies are set individually by each Prepper and are displayed on their Gig listings. Work already commenced or completed by a Prepper may be non-refundable at the Prepper’s sole discretion. Clients accepting a Gig agree to the Prepper’s cancellation terms.

10.2 — Dispute Window (STRICT DEADLINE)

Clients MUST raise any dispute within five (5) business days of an Order being marked completed by the Prepper (or such other period as displayed at checkout). Failure to raise a dispute within this strict deadline constitutes irrevocable acceptance of the completed service and forfeiture of refund rights. Funds will be automatically released to the Prepper after the dispute window expires.

10.3 — Dispute Process & Prepvio’s Limited Role

Disputes must be submitted through the Platform’s dispute resolution mechanism with supporting evidence (photos, messages, documentation). Prepvio may, at its sole discretion, facilitate communications and request evidence, but does NOT guarantee any specific outcome. Prepvio’s involvement in a dispute does NOT create any liability on Prepvio’s part for the outcome. Prepvio reserves the right to deny dispute claims or dismiss disputes if they are submitted after the deadline, lack sufficient evidence, or violate these Terms.

Prepvio may review messages, photographs, shipment records, tracking information, invoices, proof-of-work documentation, and other relevant evidence submitted by the parties. Prepvio may facilitate communication between the parties and make a final determination regarding the release, withholding, or refund of Platform-held funds. Prepvio’s determination regarding Platform-held funds shall be final and binding for purposes of the Platform.

10.4 — Chargebacks & Payment Reversals

Initiating a chargeback, payment reversal, or bank dispute outside the Platform’s dispute process is a violation of these Terms and grounds for: (a) account suspension; (b) withholding of all pending payouts; (c) permanent account termination; and (d) civil action to recover chargeback fees, investigation costs, and damages.

10.5 — No Guarantee of Refunds

Prepvio does NOT guarantee refunds under any circumstances. Refund eligibility depends on: Prepper policy, merit of the dispute, available evidence, applicable law, and payment processor rules. Platform Fees are ALWAYS non-refundable.

11. REVIEWS, RATINGS & USER-GENERATED CONTENT

Users may submit reviews and ratings based solely on genuine, first-hand transactional experience. Reviews must be: (a) truthful and accurate; (b) relevant to the transaction; (c) free of harassment, defamation, hate speech, or discriminatory content; (d) not commercially motivated manipulation; and (e) not a violation of third-party privacy or intellectual property rights.

Prepvio reserves the right, at its sole discretion, to remove, edit, decline to publish, or suppress any review or rating that violates these Terms, applicable law, Prepvio’s content standards, or third-party rights, without prior notice or liability to the reviewer.

12. PROHIBITED CONDUCT & VIOLATIONS

The following conduct is strictly prohibited and grounds for immediate account termination, permanent ban, and potential legal action:

• Illegal activity: Using the Platform for any illegal, fraudulent, deceptive, or unlawful purpose.
• False information: Providing false, misleading, or fraudulent identity, business, or account information.
• Fraudulent labels: Providing fraudulent, counterfeit, or manipulated shipping labels or tracking numbers.
• Carrier fraud: Committing fraud against carriers, marketplaces, or payment processors.
• Off-platform circumvention: Moving transactions off-platform to avoid Platform Fees after a Platform-facilitated introduction.
• Harassment and abuse: Harassing, threatening, abusing, or discriminating against other users, Preppers, or Prepvio staff.
• Malware and hacking: Uploading malware, viruses, or harmful code; scraping the Platform; reverse engineering; unauthorized access.
• Misrepresentation: Misrepresenting your identity, business type, capabilities, or service scope.
• Manipulation: Manipulating reviews, ratings, dispute outcomes, or creating fake accounts.
• Prohibited goods: Shipping prohibited, counterfeit, stolen, hazardous, or unlawful items.
• Money laundering: Using the Platform to launder money, evade taxes, or finance unlawful activity.
• Multiple accounts: Creating multiple accounts to circumvent restrictions or evade enforcement actions.
• Competitive interference: Poaching users, conducting competitive research, or interfering with Prepvio’s business operations.

13. INTELLECTUAL PROPERTY & CONTENT RIGHTS

13.1 — Prepvio’s Intellectual Property

The Platform — including its software, source code, design, branding, logos, trademarks, service marks, layout, and content created by Prepvio — is the exclusive property of Prepvio LLC and is protected by U.S. and international intellectual property law. No license or right is granted to copy, modify, distribute, reverse engineer, decompile, or create derivative works of the Platform without Prepvio’s prior written consent.

13.2 — User Content License

You retain ownership of original Content you create and submit to the Platform. By posting Content, you grant Prepvio a worldwide, non-exclusive, royalty-free, perpetual, irrevocable license to host, store, reproduce, modify (for technical or display purposes), display, distribute, and use your Content solely to operate, maintain, promote, and improve the Platform and Prepvio’s services.

13.3 — Feedback & Suggestions

Any feedback, ideas, suggestions, or improvement proposals you provide regarding the Platform may be freely used by Prepvio without obligation, attribution, or compensation.

13.4 — DMCA & Copyright Infringement

If you believe Content on the Platform infringes your copyright or intellectual property rights, please submit a DMCA notice to support@prepvio.com with: (a) identification of the infringing Content; (b) identification of your copyrighted work; (c) your contact information; and (d) your statement under penalty of perjury. Repeat infringers will have their accounts terminated.

14. ACCOUNT SUSPENSION, TERMINATION & CLOSURE

Prepvio may, at its sole and absolute discretion, suspend, restrict, or permanently terminate your access to the Platform at any time, with or without notice, for any reason or no reason, including:

• Breach of these Terms, Prepvio policies, or any incorporated agreement.
• Suspected fraud, money laundering, or illegal activity.
• Risk to Platform integrity, security, or other users.
• Legal or regulatory compliance requirements.
• Inactivity, failure to maintain accurate information, or failure to complete verification.
• Violation of marketplace seller policies or carrier rules.

Effect of Termination: Upon termination, your right to access the Platform ceases immediately. Pending payouts may be held pending investigation and may be forfeited if fraud is established. Data may be retained per our Privacy Policy and legal obligations. Termination does NOT relieve you of any obligations or liabilities incurred prior to termination.

You may request voluntary account closure by contacting support@prepvio.com. Closure requests may not be processed while an active dispute, legal hold, or investigation is pending.

15. DISCLAIMERS OF WARRANTIES

THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, PREPVIO EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING: (A) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT; (B) WARRANTIES REGARDING THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF ANY CONTENT, LISTING, OR INFORMATION ON THE PLATFORM; (C) WARRANTIES THAT THE PLATFORM WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (D) WARRANTIES REGARDING THE QUALITY, SAFETY, LEGALITY, SUITABILITY, OR ACCEPTABILITY OF ANY PREPPER, SERVICE, GIG, OR GOODS TRANSACTED THROUGH THE PLATFORM; AND (E) ANY OTHER WARRANTY ARISING FROM COURSE OF DEALING, USAGE OF TRADE, OR INDUSTRY CUSTOM.

16. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PREPVIO LLC, ITS AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY: (A) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; (B) LOST PROFITS, REVENUE, DATA, GOODWILL, BUSINESS OPPORTUNITIES, OR ANTICIPATED SAVINGS; (C) LOSS, DAMAGE, THEFT, DESTRUCTION, DELAY, OR MISAPPROPRIATION OF INVENTORY, GOODS, OR SHIPMENTS AT ANY STAGE OF THE LOGISTICS PROCESS; (D) DAMAGES ARISING FROM UNAUTHORIZED ACCESS TO, ALTERATION OF, OR DELETION OF YOUR ACCOUNT OR CONTENT; OR (E) DAMAGES ARISING FROM THE CONDUCT, ACTS, OR OMISSIONS OF ANY CLIENT, PREPPER, CARRIER, MARKETPLACE, PAYMENT PROCESSOR, OR OTHER THIRD PARTY — REGARDLESS OF THE CAUSE OF ACTION OR THEORY OF LIABILITY, EVEN IF PREPVIO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

PREPVIO’S TOTAL AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE PLATFORM SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL PLATFORM FEES ACTUALLY PAID BY YOU TO PREPVIO IN THE THREE (3) CALENDAR MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED U.S. DOLLARS (US $100.00). IF YOU HAVE PAID NO FEES, PREPVIO’S LIABILITY IS LIMITED TO $100.00.

17. INDEMNIFICATION

To the fullest extent permitted by law, you agree to defend, indemnify, and hold harmless Prepvio LLC and its affiliates, officers, directors, employees, agents, successors, and assigns from and against any and all claims, damages, losses, liabilities, judgments, settlements, penalties, fines, and expenses (including reasonable attorneys’ fees and court costs) arising out of or related to:

• Your access to, use of, or interaction with the Platform.
• Your Content, listings, services, Gigs, or Orders.
• Your breach of these Terms, any Prepvio policy, or applicable law or regulation.
• Your violation of any third-party right, including intellectual property, privacy, or marketplace seller agreements.
• Your fraudulent, deceptive, negligent, or willful misconduct or illegal activity.
• Claims by your customers, marketplaces, carriers, regulatory authorities, or other third parties arising from your activities on the Platform.
• The legality, quality, safety, or suitability of any items, services, or information you post or transmit.

18. BINDING ARBITRATION & CLASS-ACTION WAIVER

18.1 — Agreement to Arbitrate

Any dispute, claim, or controversy arising out of or relating to these Terms, the Platform, any Order, any Service Agreement, or any breach thereof (a “Dispute”) shall be resolved exclusively by final and binding individual arbitration, rather than in court, except that either party may bring qualifying claims in small claims court.

18.2 — Arbitration Rules & Procedure

Arbitration shall be administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules or Commercial Arbitration Rules (as applicable), as in effect at the time of the demand for arbitration, available at www.adr.org. The arbitration shall be conducted in English. The seat of arbitration shall be the State of Texas, United States, unless the parties mutually agree otherwise or AAA rules permit a different location. Arbitration may be conducted by telephone or video conference where permitted.

18.3 — Class-Action Waiver (MANDATORY)

YOU AND PREPVIO IRREVOCABLY AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF, CLASS MEMBER, NAMED REPRESENTATIVE, OR PARTICIPANT IN ANY CLASS, COLLECTIVE, MASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one person’s claims and may not preside over any form of class or representative proceeding. If this class waiver is found unenforceable, the entire arbitration agreement becomes void and disputes shall proceed in court under Section 19.

18.4 — Jury Trial Waiver

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AND PREPVIO EACH WAIVE ANY RIGHT TO A JURY TRIAL.

18.5 — Opt-Out Right

You may opt out of this arbitration agreement by sending written notice to support@prepvio.com within 30 days of first creating your account or first accepting these Terms, whichever is earlier. Your opt-out notice must include: (a) your full legal name; (b) your account email address; and (c) a clear statement of your intention to opt out of arbitration. Opting out does not affect any other provision of these Terms.

18.6 — Exceptions & Provisional Remedies

Nothing in this Section prevents either party from seeking urgent injunctive relief, temporary restraining orders, or other equitable relief in a court of competent jurisdiction to: (a) prevent irreparable harm, misappropriation of intellectual property, breach of confidentiality, or unauthorized access; or (b) enforce the class-action waiver.

18.7 — Severability of Arbitration Clause

If the class-action waiver is held unenforceable in a particular case, the arbitration agreement shall not apply to that case, which shall proceed in court. All other provisions of this Section remain in full force and effect.

19. GOVERNING LAW & VENUE

These Terms and any Dispute shall be governed by and construed in accordance with the laws of the State of Texas, United States, without regard to its conflict-of-law principles or the United Nations Convention on Contracts for the International Sale of Goods (CISG). Texas law applies regardless of your location.

Subject to Section 18 (Arbitration), any action, suit, or proceeding not subject to mandatory arbitration shall be brought exclusively in the state or federal courts located in the State of Texas. You irrevocably consent to the exclusive personal jurisdiction of those courts and waive any objection based on forum non conveniens or improper venue.

20. FORCE MAJEURE

Prepvio shall not be liable for any failure or delay in performance of its obligations caused by events beyond its reasonable control, including: acts of God, natural disasters, pandemics, epidemics, wars, terrorism, civil unrest, government actions or embargoes, labor disputes, internet infrastructure failures, power outages, cyberattacks, payment processor outages, carrier disruptions, customs delays, or third-party service failures. Prepvio’s performance obligations shall be suspended during such events and for a reasonable period thereafter.

21. CHANGES TO THESE TERMS

Prepvio reserves the right to amend, update, modify, or replace these Terms at any time without prior notice, except where required by law. Material changes will be communicated by posting the updated Terms on the Platform at prepvio.com/terms-and-conditions with a revised “Last Updated” date, and, where legally required, by email or prominent in-Platform notice.

Your continued use of the Platform following the effective date of any update constitutes your irrevocable acceptance of the revised Terms. If you do not agree to any updated Terms, your sole remedy is to immediately cease all use of the Platform and submit a written account closure request.

22. MISCELLANEOUS PROVISIONS

22.1 — Entire Agreement

These Terms, together with the Privacy Policy, and any other policies or agreements incorporated by reference, constitute the entire agreement between you and Prepvio regarding the Platform and supersede all prior negotiations, representations, understandings, and agreements.

22.2 — Severability

If any provision of these Terms is held invalid, unenforceable, or illegal, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

22.3 — Waiver

Prepvio’s failure or delay in enforcing any right or provision at any time will not be construed as a waiver of that right or provision, nor will it affect Prepvio’s right to enforce such right or provision in the future.

22.4 — Assignment

You may not assign, transfer, sublicense, or delegate your rights or obligations under these Terms without Prepvio’s prior written consent. Prepvio may freely assign or transfer these Terms in connection with a merger, acquisition, restructuring, or sale of assets.

22.5 — Relationship of the Parties

Nothing in these Terms creates an employment, agency, partnership, joint venture, or franchise relationship between you and Prepvio.

22.6 — Notices

Prepvio may provide notices through the Platform, by email to your registered address, or by other reasonable means. Legal notices to Prepvio must be sent via email to support@prepvio.com or by certified mail to Prepvio’s address in Texas.

22.7 — Third-Party Beneficiaries

These Terms are for the exclusive benefit of you and Prepvio. No third party has any right to enforce these Terms.

22.8 — Interpretation

Headings are for convenience only and do not affect interpretation. The use of “including” means “including without limitation.” Any ambiguity shall not be construed against the drafter.

Terms and Conditions (v3.0) ready for legal review. Questions: support@prepvio.com