Terms of Use

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. THESE TERMS AND CONDITIONS GOVERN YOUR ACCESS TO AND USE OF THE PLATFORM, THE SERVICES, THE CONTENT, THE AI FEATURES, AND ANY GOODS, PRODUCTS, PROGRAMS, CHALLENGES, LABS, CREDENTIALS, DASHBOARDS, APPLICATIONS, INTEGRATIONS, DATA FEATURES, OR OTHER SERVICES MADE AVAILABLE BY OR THROUGH PREPR. THESE TERMS AND CONDITIONS EXEMPT PREPR AND PREPR REPRESENTATIVES FROM LIABILITY AND/OR LIMIT THEIR LIABILITY, CONTAIN IMPORTANT DISCLAIMERS, IMPOSE OBLIGATIONS ON YOU, AND AFFECT YOUR LEGAL RIGHTS. BY ACCESSING OR USING THE PLATFORM OR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREED TO BE BOUND BY THESE TERMS AND CONDITIONS.

If you do not agree to these Terms and Conditions, you must not access or use the Platform, Services, Content, AI Features, or any related materials. If you are accessing or using the Platform on behalf of an organization, employer, institution, government, program sponsor, association, client, or other legal entity, you represent and warrant that you have authority to bind that entity to these Terms and Conditions, and references to “you” and “your” include both you and that entity.

Effective Date: July 8, 2026

1. DEFINITIONS AND INTERPRETATION

1.1 Defined Terms

In these Terms and Conditions, unless the context requires otherwise:

“Account” means an account, profile, administrator account, learner profile, organizational account, or other credentialed access point created or used in connection with the Platform.

“Aggregated Data” means data that has been combined with data from multiple users, organizations, programs, cohorts, or sources and is not intended to identify a particular individual.

“AI Features” means any artificial intelligence, machine learning, automated, algorithmic, generative, recommendation, scoring, summarization, coaching, analytics, inference, classification, or decision-support functionality made available by or through the Platform, whether branded as LearnBot, a virtual coach, a recommendation engine, an analytics assistant, or otherwise.

“Applicable Law” means all applicable laws, regulations, rules, orders, directives, regulatory guidance, industry requirements, and legal requirements applicable to Prepr, the Platform, the Services, or your access to or use of them, including privacy, data protection, consumer protection, intellectual property, advertising, employment, education, export control, sanctions, accessibility, anti-spam, and technology laws, and includes, where applicable, the Personal Information Protection and Electronic Documents Act (PIPEDA), provincial privacy statutes, the General Data Protection Regulation (EU) 2016/679 (GDPR), the UK General Data Protection Regulation (UK GDPR), the California Consumer Privacy Act (CCPA) and California Privacy Rights Act (CPRA), and other applicable data protection and privacy frameworks.

“Content” means all messages, information, data, text, software, code, interfaces, images, graphics, photographs, videos, audio, trademarks, logos, documents, templates, assessments, frameworks, methodologies, courses, labs, challenges, credentials, reports, dashboards, analytics, outputs, and other materials made available through or in connection with the Platform, excluding User Content except where the context otherwise requires.

“Customer Agreement” means any separate written agreement, statement of work, order form, subscription agreement, sponsorship agreement, program agreement, challenge agreement, data processing agreement, enterprise agreement, or other contract entered into between Prepr and an organization, customer, sponsor, funder, or partner.

“De-identified Data” means data that has been processed so that it does not identify and is not reasonably capable of being associated with an identified or identifiable individual, subject to Applicable Law.

“Derived Data” means data, metadata, analytics, inferences, measurements, benchmarks, classifications, scores, trends, statistics, outputs, and insights generated, calculated, derived, or inferred from use of the Platform, User Content, Organizational Data, Impact Data, or other Platform activity, whether alone or in combination with other data.

“Evaluation Access” means any free trial, demonstration, pilot, beta, sandbox, preview, proof-of-concept, or other limited-period or limited-scope access to the Platform or Services provided without charge or under promotional terms for the purpose of evaluation or assessment.

“Impact Data” means information and metrics generated through participation in Prepr programs, labs, challenges, workforce initiatives, learning experiences, assessments, credentials, or other Platform activities, including skills development, participation, engagement, completion, competency, outcomes, workforce readiness, program effectiveness, and impact measurement data.

“Organization” means an employer, government, educational institution, employment service provider, association, program sponsor, funder, corporate client, partner, or other entity that invites users to the Platform or administers, sponsors, funds, purchases, or participates in Services.

“Organizational Data” means data, records, lists, workforce information, cohort information, employee/participant information, program requirements, business information, and other materials provided by or on behalf of an Organization.

“Personal Information” has the meaning given to “personal information”, “personal data”, or equivalent terms under Applicable Law and includes information about an identifiable individual.

“Platform” means Prepr websites, including prepr.org, PreprLabs, web applications, mobile applications, portals, dashboards, APIs, integrations, AI Features, credentials/badges, digital learning environments, lab/challenge environments, skills development tools, workforce readiness programs, event tools, marketplace features, partner deployment environments, and all related online or offline services operated or made available by Prepr in Canada, the United States, the United Kingdom, the European Union, or any other jurisdiction.

“Prepr” means Prepr Foundation, Prepr Inc., and any affiliated or related entity that operates or provides the Platform or Services, as applicable, in any jurisdiction including Canada, the United States, the United Kingdom, and the European Union.

“Prepr Representatives” means Prepr and its directors, officers, employees, contractors, representatives, agents, licensors, service providers, suppliers, advisors, affiliates, successors, and assigns.

“Services” means the products, subscriptions, memberships, programs, training, learning experiences, labs, challenges, credentials, software, AI Features, dashboards, analytics, reports, skills development programs, workforce readiness initiatives, career pathway tools, support, consulting, events, marketplace offerings, and other services provided by or through the Platform.

“User Content” means content, data, information, materials, projects, submissions, communications, feedback, ideas, inventions, concepts, designs, documents, code, media, portfolios, challenge responses, assessments, comments, or other materials uploaded, posted, transmitted, submitted, displayed, or otherwise made available by or on behalf of a user through or in connection with the Platform.

1.2 Interpretation

The words “include”, “includes”, and “including” mean “including without limitation”. Headings are for convenience only and do not affect interpretation. References to the singular include the plural and vice versa. References to a statute include amendments, replacements, and regulations under that statute. In the event of any conflict between these Terms and Conditions and a Customer Agreement signed by Prepr, the Customer Agreement will govern solely to the extent of the conflict and solely for the parties and Services covered by that Customer Agreement.

2. ACCESS AND USE

2.1 Acceptance

By visiting, accessing, browsing, registering for, logging into, downloading, viewing, displaying, printing, uploading to, submitting through, purchasing from, participating in, or otherwise using the Platform or Services, you agree, on your own behalf and on behalf of any entity for which you act, to accept, comply with, and be bound by these Terms and Conditions for each access to and each use of the Platform and Services.

2.2 Changes to Terms

Prepr may, in its sole discretion, add to, remove, modify, replace, or otherwise change any part of these Terms and Conditions at any time. Changes will be effective when posted on the Platform, when otherwise made available to you, or on the effective date stated in the updated Terms and Conditions. It is your responsibility to review these Terms and Conditions regularly. If any change is not acceptable to you, you must immediately discontinue use of the Platform and Services. Your continued use of the Platform or Services after a change is posted or otherwise made available constitutes acceptance of the change.

2.3 Changes to Platform

Prepr may, at any time, in its sole and absolute discretion, with or without notice, and without liability or obligation to compensate you or any third party: (a) terminate, change, suspend, modify, remove, restrict, discontinue, deprecate, or impose limits on all or any aspect of the Platform or Services, including features, Content, AI Features, integrations, reports, analytics, credentials, labs, challenges, pricing, availability, and access rights; (b) require you to use updated versions of software, APIs, or integrations as a condition of continued access; (c) correct errors, inaccuracies, or omissions in any part of the Platform; (d) redesign, rebrand, or replace any aspect of the Platform; and (e) migrate, consolidate, or retire any Platform feature, product, or service. Prepr has no duty to maintain, support, update, or continue to offer any particular Platform feature, version, or configuration.

2.4 Electronic Communications

You consent to receive notices, disclosures, records, agreements, updates, and communications electronically, including by posting on the Platform, through your Account, or by email. You agree that electronic communications satisfy any legal requirement that such communications be in writing, to the extent permitted by Applicable Law.

2.5 Separate Agreements

Certain Services may be subject to additional terms, including Customer Agreements, challenge rules, contest rules, payment terms, software terms, data processing agreements, order forms, or partner terms. Those additional terms are incorporated by reference. If you participate in a program, challenge, lab, contest, event, credential, or Organization-sponsored service, you are responsible for complying with all applicable additional terms.

3. ELIGIBILITY, AUTHORITY, ACCOUNTS, AND SECURITY

3.1 Eligibility

You may use the Platform only if you are legally capable of entering into a binding agreement or, where you are not legally capable, only with valid consent of a parent, guardian, school, institution, Organization, or other authorized person as required by Applicable Law. The Platform is not intended for children under the age of 13 in the United States (pursuant to COPPA), under the age of 16 in the European Union and United Kingdom (unless member state law provides for a lower age with appropriate safeguards), or under any other applicable age threshold in other jurisdictions, unless Prepr has implemented appropriate consent and program controls through a parent, guardian, school, institution, or Organization.

3.2 Organizational Authority

If you create or use an Account on behalf of an Organization, you represent and warrant that you have authority to act on behalf of that Organization, to submit Organizational Data, to invite users, to access reports, and to bind the Organization to these Terms and Conditions and any applicable Customer Agreement.

3.3 Account Information

You must provide true, accurate, current, and complete information when creating or maintaining an Account, registering for programs, participating in labs or challenges, purchasing Services, submitting User Content, or otherwise interacting with Prepr. You must promptly update information when it changes. Prepr may rely on information you provide and is not responsible for loss, delay, denial of service, misdirected notices, or other consequences arising from inaccurate, incomplete, or outdated information.

3.4 Credentials and Access

You are responsible for maintaining the confidentiality of all usernames, passwords, access credentials, tokens, API keys, authentication methods, and Account access. You are responsible for all activity occurring under your Account, whether or not authorized by you, except to the extent caused by Prepr’s gross negligence or willful misconduct. You must immediately notify Prepr of any suspected unauthorized access, security incident, misuse of credentials, or breach of Account security.

3.5 Administrative Users

Organization administrators may have access to information, reports, submissions, participation records, credentials, analytics, and other data relating to users associated with that Organization. If you act as an administrator, you must access and use such data only for authorized purposes, comply with Applicable Law, and maintain appropriate confidentiality and security safeguards.

4. LIMITED LICENSE

4.1 Grant

Subject to these Terms and Conditions and any applicable Customer Agreement, Prepr grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable, terminable license to access and use the Platform, Services, and Content solely for the purposes for which Prepr makes them available and solely for your personal, educational, program-related, or authorized internal business use. This license does not include any right to access underlying source code, algorithms, models, training data, prompts, or other proprietary technology. Prepr may revoke or suspend this license at any time, with or without cause, and without prior notice or liability.

4.2 No Implied Rights

No right, title, or interest in or to the Platform, Services, Content, AI Features, Prepr Marks, Prepr methodologies, Prepr systems, Prepr data models, Prepr software, or Prepr technology is transferred to you. All rights not expressly granted are reserved by Prepr and its licensors.

4.3 License Restrictions

The limited license does not permit you to, and you must not:

(a) modify, copy, reproduce, republish, upload, post, transmit, translate, adapt, distribute, sell, lease, sublicense, assign, commercially exploit, or create derivative works from the Platform, Services, Content, AI Features, or Prepr technology except as expressly permitted;

(b) reverse engineer, decompile, disassemble, reconstruct, derive source code from, or attempt to discover the underlying structure, algorithms, models, prompts, weights, embeddings, data schemas, systems, or source code of the Platform or AI Features;

(c) use the Platform, Content, outputs, data, or AI Features to develop, train, fine-tune, validate, benchmark, or improve any external artificial intelligence model, competing service, dataset, analytics product, or platform;

(d) access or use the Platform by means of any automated process, robot, spider, scraper, or other automated means except as expressly permitted by Prepr in writing;

(e) remove, alter, obscure, or interfere with any proprietary notices, labels, trademarks, rights management information, or attribution associated with the Platform, Content, or Services;

(f) circumvent, disable, or interfere with security features, access controls, usage limits, rate limits, copy protection, or digital rights management mechanisms of the Platform;

(g) use the Platform in a manner inconsistent with these Terms and Conditions, Applicable Law, or any applicable Customer Agreement; or

(h) assist, encourage, authorize, or enable any third party to do any of the foregoing.

5. RESTRICTIONS AND ACCEPTABLE USE

5.1 General Restrictions

You may not use the Platform, Services, Content, AI Features, or any related systems in a manner that:

• violates Applicable Law or the rights of any person, including privacy, publicity, confidentiality, intellectual property, moral rights, employment, human rights, anti-discrimination, accessibility, consumer protection, export control, or anti-spam rights;

• is unlawful, unethical, deceptive, fraudulent, harmful, abusive, threatening, harassing, defamatory, hateful, discriminatory, obscene, pornographic, sexually explicit, invasive of privacy, or otherwise objectionable;

• damages, disables, overburdens, impairs, interferes with, circumvents, or compromises the Platform, Services, systems, networks, accounts, security measures, authentication measures, rate limits, or infrastructure;

• uploads, transmits, or introduces viruses, worms, Trojan horses, malware, ransomware, time bombs, logic bombs, spyware, or other harmful code;

• uses bots, scrapers, crawlers, spiders, automated tools, scripts, or manual processes to monitor, copy, scrape, summarize, harvest, extract, index, train on, or data-mine the Platform, Content, User Content, reports, outputs, or other data, except as expressly authorized in writing by Prepr;

• collects, processes, matches, profiles, mines, or uses information about other users without valid authority and consent;

• attempts to gain unauthorized access to Accounts, systems, networks, data, Content, credentials, APIs, integrations, or non-public areas of the Platform;

• misrepresents your identity, affiliation, authority, qualifications, or origin of communications, or impersonates any person or entity, including Prepr Representatives;

• discloses another person’s Personal Information, images, confidential information, private information, or sensitive information without authorization;

• dilutes, tarnishes, disparages, or depreciates the reputation, goodwill, name, marks, products, services, partners, or community of Prepr;

• uses the Platform for unauthorized advertising, promotions, solicitation, spam, chain letters, pyramid schemes, commercial offers, gambling, contests, fundraising, or other unauthorized commercial activity;

• uses AI Features to generate unlawful, harmful, discriminatory, misleading, infringing, or deceptive content or to make decisions having legal or similarly significant effects without appropriate human review and lawful authority;

• uses the Platform to make employment, admission, eligibility, credit, housing, insurance, benefits, or other material decisions about individuals unless expressly authorized under a Customer Agreement and in compliance with Applicable Law; or

• otherwise interferes with any other person’s use or enjoyment of the Platform, Services, or the internet generally.

5.2 Compliance Monitoring

Prepr is not obligated to monitor, screen, police, or edit use of the Platform or User Content. However, Prepr may monitor, review, investigate, remove, disable, restrict, preserve, or disclose User Content, Account information, usage information, or other materials if Prepr believes, in its sole discretion, that doing so is necessary or appropriate to enforce these Terms and Conditions, comply with Applicable Law, respond to complaints, protect rights or safety, prevent harm, maintain Platform integrity, or address suspected misconduct.

5.3 Cooperation with Authorities

Prepr may cooperate with law enforcement, regulators, courts, government authorities, rights holders, and other third parties in connection with suspected unlawful activity, security incidents, infringement, abuse, or violations of these Terms and Conditions, including by preserving or disclosing information as permitted or required by Applicable Law.

5.4 Audit Rights

Prepr may, upon reasonable notice and during normal business hours, audit your use of the Platform, Services, and Content to verify compliance with these Terms and Conditions and any applicable Customer Agreement. You will cooperate with such audits and provide access to relevant records, systems, and personnel. If an audit reveals material non-compliance, you will reimburse Prepr for the reasonable costs of the audit and promptly cure any non-compliance.

5.5 Benchmarking Restrictions

You must not disclose, publish, or share any performance, benchmarking, comparison, or evaluation data relating to the Platform, Services, AI Features, or Content without Prepr’s prior written consent. Any benchmarking or performance testing must be conducted in accordance with Prepr’s guidelines and policies.

6. PROPRIETARY RIGHTS AND INTELLECTUAL PROPERTY

6.1 Prepr Ownership

The Platform, Services, Content, AI Features, software, source code, object code, interfaces, databases, data schemas, models, algorithms, prompts, workflows, designs, architecture, documentation, templates, methodologies, frameworks, analytics, dashboards, reports, credentials, badges, learning pathways, challenge structures, assessment rubrics, and all intellectual property rights therein are owned by Prepr, its licensors, or its suppliers and are protected by Canadian, U.S., UK, EU, and international copyright, trademark, patent, trade secret, database, and other intellectual property laws and treaty provisions, including the Berne Convention, the Agreement on Trade-Related Aspects of Intellectual Property Rights (TRIPS), and applicable national implementations thereof.

6.2 Marks

Certain names, graphics, logos, icons, designs, words, titles, phrases, trade dress, domain names, social media identifiers, product names, and service names, including without limitation “Prepr”, “PreprLabs”, “P.I.E.”, “LearnBot”, and related marks, constitute trademarks, trade names, trade dress, or other proprietary identifiers of Prepr or its affiliates (the “Marks”). Display of Marks on the Platform does not grant any license or right to use them. Any use of Marks without Prepr’s prior written authorization is strictly prohibited.

6.3 Third-Party Marks

Other trademarks, trade names, logos, and proprietary identifiers appearing on the Platform are the property of their respective owners. Their display does not imply endorsement, affiliation, sponsorship, or authorization unless expressly stated.

7. USER CONTENT, SUBMISSIONS, AND MORAL RIGHTS

7.1 Responsibility for User Content

You are solely responsible for User Content that you upload, submit, post, transmit, communicate, display, or otherwise make available through or in connection with the Platform. You represent and warrant that you have all rights, permissions, consents, licenses, and authority necessary to submit User Content, to grant the licenses in these Terms and Conditions, and to permit Prepr, Organizations, and other authorized users to use User Content as contemplated by the Platform, Services, program rules, challenge rules, and applicable Customer Agreements.

7.2 User Content License

Subject to the Privacy Policy and any applicable Customer Agreement, you grant Prepr and its successors, assigns, service providers, partners, and authorized sublicensees a worldwide, perpetual, irrevocable, transferable, sublicensable (through multiple tiers), non-exclusive, royalty-free, fully paid-up right and license to host, store, reproduce, copy, use, process, adapt, modify, translate, publish, display, perform, distribute, transmit, communicate to the public, create derivative works from, analyze, evaluate, classify, tag, index, summarize, incorporate into other works, and otherwise exploit User Content in any media or format to: (a) operate, provide, secure, support, maintain, and improve the Platform and Services; (b) administer Accounts, labs, challenges, programs, credentials, events, and Organization-sponsored services; (c) generate reports, dashboards, recommendations, analytics, credentials, feedback, impact measurement, and other outputs; (d) train, develop, improve, and optimize AI Features, machine learning models, and algorithms using Aggregated Data, De-identified Data, or privacy-protective methods; (e) enforce these Terms and Conditions; (f) comply with Applicable Law; (g) create, use, disclose, and commercialize Aggregated Data, De-identified Data, Derived Data, and Impact Data in accordance with these Terms and Conditions and the Privacy Policy; and (h) exercise any other right granted to Prepr under these Terms and Conditions or any Customer Agreement.

7.3 Public and Program Visibility

Depending on Platform settings, program design, challenge rules, privacy settings, and Organization arrangements, User Content may be visible to Prepr, Organizations, sponsors, partners, mentors, coaches, judges, administrators, team members, cohort participants, or the public. You should not submit User Content that you do not wish to be reviewed, used, or disclosed in accordance with applicable settings and program rules.

7.4 No Confidentiality for General Submissions

Subject to the Privacy Policy and any written confidentiality agreement signed by Prepr, communications, suggestions, feedback, ideas, inventions, concepts, techniques, know-how, improvements, feature requests, error reports, corrections, comments, or other submissions sent to Prepr or submitted through the Platform are provided on a non-confidential, non-proprietary basis. Prepr owns all right, title, and interest in and to any feedback, suggestions, improvements, error reports, corrections, or ideas provided by you regarding the Platform, Services, Content, or AI Features, and is free to use and disclose them for any purpose, including developing, improving, training, marketing, and commercializing goods, services, software, AI Features, analytics, methodologies, programs, or new products, without compensation, attribution, restriction, or liability to you.

7.5 Unsolicited Ideas

Prepr does not accept or consider unsolicited ideas, including ideas for new advertising campaigns, promotions, technologies, products, services, processes, methods, materials, names, or improvements. If you nevertheless submit unsolicited ideas or materials, you automatically assign to Prepr all right, title, and interest in and to such ideas and materials, including all intellectual property rights therein. To the extent such assignment is not effective, you automatically grant Prepr a perpetual, irrevocable, unrestricted, worldwide, royalty-free, transferable, sublicensable, exclusive license to use, copy, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, display, commercialize, and otherwise exploit them for any purpose, commercial or otherwise, using any media or technology now known or later developed, without compensation or obligation of confidence.

7.6 Moral Rights Waiver

To the maximum extent permitted by Applicable Law, you waive, and will cause your personnel and contributors to waive, all moral rights, rights of attribution, rights of integrity, and similar rights in User Content and submissions in favour of Prepr, its successors, assigns, licensees, and authorized users. To the extent such rights cannot be waived, you agree not to assert them in a manner that interferes with Prepr’s exercise of rights under these Terms and Conditions.

7.7 Challenge Sponsor Rights

Certain labs, challenges, programs, competitions, hackathons, or sponsored initiatives may have separate rules governing ownership or use of submissions, prototypes, ideas, inventions, or outputs. Those rules will govern to the extent they conflict with this Section, but only for the applicable initiative and only if made available to participants.

8. AI FEATURES, AUTOMATED SYSTEMS, AND OUTPUTS

8.1 AI Features

The Platform may include AI Features that generate, recommend, summarize, classify, score, analyze, translate, draft, coach, prompt, infer, or otherwise process Content, User Content, Organizational Data, Personal Information, or other inputs. AI Features may be powered by Prepr systems, third-party systems, or a combination of both. AI Features may include, without limitation, LearnBot, virtual coaching, learning recommendations, skills inference, competency scoring, content generation, analytics assistants, and automated feedback.

8.2 Nature of AI Outputs

AI-generated outputs may be inaccurate, incomplete, biased, outdated, non-unique, non-deterministic, or unsuitable for your purposes. The same or similar inputs may produce different outputs, and different users may receive identical or substantially similar outputs. Outputs may not reflect current law, current facts, professional standards, or the requirements of any particular Organization, employer, program, or regulator. AI Features do not have independent judgment, do not understand context as a human would, and may produce errors, hallucinations, or fabrications.

8.3 Human Review Required

You are solely responsible for reviewing, validating, verifying, and independently assessing AI outputs before relying on them, publishing them, submitting them, using them in a program, or making decisions based on them. You must not rely solely on AI outputs for decisions that may have legal, employment, financial, educational, eligibility, or similarly significant effects on any individual.

8.4 Inputs to AI Features

You must not submit sensitive Personal Information, confidential information, trade secrets, regulated information, third-party proprietary materials, or information you are not authorized to disclose into AI Features unless you have lawful authority, appropriate consent, and any required agreement with Prepr. You are responsible for ensuring that inputs comply with Applicable Law and do not infringe or violate rights of others.

8.5 AI Use Restrictions

You must not use AI Features to: (a) generate unlawful, discriminatory, deceptive, infringing, harmful, or malicious content; (b) impersonate persons or misrepresent authorship; (c) produce or distribute malware, phishing content, vulnerabilities, or exploit instructions; (d) engage in profiling or automated decision-making in violation of Applicable Law; (e) create, train, fine-tune, validate, or benchmark external AI systems or competing products; (f) attempt to extract model weights, prompts, hidden instructions, embeddings, training data, or system architecture; (g) circumvent AI safety, monitoring, usage limits, or access controls; or (h) use outputs to create datasets or corpora for training, fine-tuning, or evaluating machine learning models outside the Platform.

8.6 AI Improvement Rights

YOU ACKNOWLEDGE AND AGREE THAT PREPR MAY USE PLATFORM ACTIVITY, INPUTS, OUTPUTS, FEEDBACK, RATINGS, CORRECTIONS, INTERACTION DATA, METADATA, USER CONTENT (IN AGGREGATED OR DE-IDENTIFIED FORM), AGGREGATED DATA, DE-IDENTIFIED DATA, DERIVED DATA, AND IMPACT DATA TO:

(a) configure, test, validate, monitor, secure, improve, enhance, optimize, and evaluate the Platform, Services, and AI Features;

(b) train, retrain, fine-tune, develop, and improve machine learning models, algorithms, and AI systems used in connection with the Platform;

(c) develop new features, products, services, methodologies, analytics capabilities, and AI functionalities;

(d) generate benchmarks, research, insights, reports, and publications;

(e) create and commercialize improvements, derivative models, and new intellectual property derived from AI Feature operation and Platform use; and

(f) fulfill Prepr’s mission of workforce development, skills measurement, and social impact.

Prepr will not use identifiable Personal Information to train general-purpose third-party AI models unless: (a) permitted by Applicable Law; (b) authorized by explicit consent where required; or (c) governed by an applicable Customer Agreement that expressly authorizes such use. Where a Customer Agreement restricts AI training rights for a specific Organization’s data, those restrictions apply solely to the data governed by that Customer Agreement.

8.7 Ownership of AI Outputs and Improvements

As between you and Prepr: (a) Prepr owns all right, title, and interest in and to improvements, modifications, derivative works, models, algorithms, learnings, know-how, inventions, discoveries, and intellectual property derived from operation of AI Features, including improvements resulting from processing of inputs, outputs, feedback, corrections, or Platform activity, regardless of whether such improvements could have been made without access to your inputs or outputs; (b) AI-generated outputs provided to you through the Platform are licensed to you solely under the limited license granted in Section 4 of these Terms and Conditions and may be used only for the purposes expressly permitted therein; (c) you do not acquire any ownership interest in AI models, algorithms, weights, prompts, training data, embeddings, or underlying technology by reason of your use of AI Features or receipt of AI outputs; and (d) Prepr may use AI outputs to improve the Platform and Services, including by incorporating insights, patterns, and learnings derived from outputs into Prepr’s products, services, and AI systems.

8.8 No Warranty for AI

PREPR MAKES NO REPRESENTATION, WARRANTY, COVENANT, OR CONDITION THAT AI FEATURES OR AI OUTPUTS WILL BE ACCURATE, COMPLETE, RELIABLE, CURRENT, NON-INFRINGING, UNBIASED, ERROR-FREE, SECURE, AVAILABLE, OR SUITABLE FOR ANY PURPOSE. YOUR USE OF AI FEATURES AND AI OUTPUTS IS AT YOUR SOLE RISK.

9. DATA OWNERSHIP, ANALYTICS RIGHTS, AND IMPACT DATA

9.1 Personal Information

Personal Information will be handled in accordance with the Privacy Policy and Applicable Law. Nothing in these Terms and Conditions transfers ownership of Personal Information in a manner prohibited by Applicable Law.

9.2 User and Organizational Ownership

As between you and Prepr, and subject to these Terms and Conditions, the Privacy Policy, and any Customer Agreement: (a) users retain ownership of their original User Content; and (b) Organizations retain ownership of Organizational Data they provide to Prepr. The foregoing ownership rights do not limit Prepr’s rights to process such materials, operate the Platform, generate outputs, or create and use Aggregated Data, De-identified Data, Derived Data, and Impact Data as described in these Terms and Conditions.

9.3 Prepr Data Rights

As between you and Prepr, Prepr owns all right, title, and interest in and to: (a) Aggregated Data; (b) De-identified Data; (c) Derived Data; (d) Impact Data in aggregated or de-identified form; (e) Platform usage metrics, telemetry, performance data, and operational data; (f) benchmarking, analytics, reporting structures, methodologies, dashboards, insights, models, scores, classifications, taxonomies, schemas, and outputs generated by Prepr systems; (g) improvements, learnings, know-how, inventions, discoveries, techniques, and intellectual property derived from operation of the Platform, processing of User Content, operation of AI Features, or analysis of any data; and (h) any works, materials, or intellectual property created by Prepr using rights granted under these Terms and Conditions. The foregoing ownership applies regardless of the source of underlying data and except only to the extent ownership is expressly assigned otherwise in a Customer Agreement signed by an authorized representative of Prepr.

9.4 Permitted Uses

Subject to the Privacy Policy, Applicable Law, and applicable Customer Agreements, Prepr may collect, create, use, disclose, publish, license, commercialize, and otherwise exploit Aggregated Data, De-identified Data, Derived Data, and Impact Data to: (a) measure program outcomes and social impact; (b) generate workforce intelligence, skills insights, benchmarks, dashboards, and reports; (c) improve, train, evaluate, and validate Platform features and AI Features; (d) develop new services, products, methodologies, data products, research, and analytics; (e) support grant, funder, sponsor, employer, government, and partner reporting; (f) conduct research and publish findings; (g) create comparative benchmarks across programs, regions, sectors, cohorts, skills, and organizations; and (h) support Prepr’s mission, operations, and sustainability.

9.5 De-identification Commitments

Where Prepr uses or discloses Aggregated Data or De-identified Data externally, Prepr will take reasonable steps designed to prevent disclosure of information that identifies an individual, unless disclosure is permitted by the Privacy Policy, Applicable Law, consent, or an applicable agreement. You must not attempt to re-identify De-identified Data, combine data to identify individuals, or assist any person in doing so.

9.6 Conflict with Enterprise Agreements

Organization-specific data rights, confidentiality obligations, reporting limitations, retention commitments, and data return/deletion obligations may be further specified in a Customer Agreement. In the event of conflict, the Customer Agreement governs for the applicable Organization and Services.

9.7 Data Retention and Portability Limitations

Except as required by Applicable Law or expressly stated in a Customer Agreement: (a) Prepr is not obligated to retain, store, archive, or make available User Content, Organizational Data, or other materials for any period following termination or expiration of your Account or access rights; (b) Prepr does not warrant that any data export, download, or portability feature will be available, complete, or in any particular format; and (c) Prepr may delete User Content, Account information, and related materials at any time following termination, expiration, or extended inactivity. You are solely responsible for maintaining backup copies of all User Content and data you wish to retain.

9.8 Data Processing Location

You acknowledge and agree that Prepr may process, store, and transfer Personal Information, User Content, and Organizational Data in Canada, the United States, the United Kingdom, the European Economic Area, and other jurisdictions where Prepr, its affiliates, service providers, or subprocessors maintain facilities. By using the Platform, you consent to such transfers and processing, subject to Prepr’s obligations under Applicable Law and the Privacy Policy. Where required by Applicable Law, Prepr implements appropriate safeguards for cross-border transfers, which may include standard contractual clauses approved by the European Commission or UK Information Commissioner’s Office, data processing agreements, transfer impact assessments, and other lawful transfer mechanisms.

9.9 UK and EU Data Subject Rights

If you are located in the European Economic Area or the United Kingdom, you may have additional rights under the GDPR or UK GDPR, including the right to: (a) access your Personal Information; (b) rectify inaccurate Personal Information; (c) request erasure of your Personal Information; (d) restrict processing of your Personal Information; (e) object to processing based on legitimate interests; (f) receive your Personal Information in a portable format; and (g) lodge a complaint with a supervisory authority. To exercise these rights, contact Prepr at the address provided in Section 21. Prepr will respond to valid requests within the timeframes required by Applicable Law.

9.10 California Privacy Rights

If you are a California resident, you may have additional rights under the California Consumer Privacy Act (CCPA) and California Privacy Rights Act (CPRA), including the right to: (a) know what Personal Information Prepr collects, uses, discloses, and sells or shares; (b) delete your Personal Information; (c) correct inaccurate Personal Information; (d) opt out of the sale or sharing of your Personal Information; (e) limit the use and disclosure of sensitive Personal Information; and (f) not be discriminated against for exercising your privacy rights. Prepr does not sell Personal Information for monetary consideration. To exercise your California privacy rights, contact Prepr at the address provided in Section 21. You may designate an authorized agent to make a request on your behalf.

10. FEES, PAYMENTS, AND PROMOTIONS

10.1 Fees and Charges

Certain Services may be provided for fees, subscriptions, program fees, sponsorship fees, license fees, transaction fees, or other charges. You are responsible for all fees, charges, and applicable taxes associated with your purchases, subscriptions, or use of paid Services, except to the extent a Customer Agreement provides otherwise. Unless otherwise stated, amounts are quoted in Canadian dollars.

10.2 Changes, Availability, and Errors

Prepr may change prices, fees, charges, packages, features, or availability at any time to the extent permitted by Applicable Law and any Customer Agreement. Prepr does not guarantee that any product, Service, program, lab, challenge, credential, or feature advertised will be available when ordered or thereafter. Prepr reserves the right to reject, correct, cancel, suspend, or terminate any order, registration, or transaction, including where pricing, availability, eligibility, or other information is incorrect.

10.3 Promotions, Contests, and Challenges

From time to time, Prepr may make promotions, contests, hackathons, challenges, awards, prizes, scholarships, grants, or other initiatives available. Such initiatives are governed by these Terms and Conditions and any specific rules. Participation constitutes acceptance of these Terms and Conditions and the applicable rules. In the event of conflict, the specific rules govern the initiative.

10.4 Transaction Agreements

All transactions through or in connection with the Platform may be governed by these Terms and Conditions and one or more applicable Transaction Agreements, Customer Agreements, order forms, or additional terms. By participating in a transaction, you agree to the applicable terms.

11. EVALUATION ACCESS, FREE TRIALS, AND DEMOS

11.1 Limited Evaluation Periods

Prepr may, in its sole discretion, offer Evaluation Access to prospective customers, Organizations, or users. Evaluation Access is provided solely for the purpose of evaluating the Platform and Services for potential purchase, subscription, or adoption and is subject to these Terms and Conditions, any additional evaluation terms communicated by Prepr, and any time, usage, or feature limitations specified by Prepr.

11.2 No Commitment

Evaluation Access does not create any obligation on the part of Prepr to continue providing access, to make the Platform or Services available on specific terms, to offer specific pricing, or to enter into a Customer Agreement. Prepr may modify, limit, or discontinue Evaluation Access at any time, with or without notice, and without liability.

11.3 Restrictions on Evaluation Use

Evaluation Access is intended solely for bona fide evaluation purposes. You must not use Evaluation Access to: (a) access the Platform or Services for production, operational, or commercial purposes without a paid subscription or Customer Agreement; (b) circumvent Prepr’s commercial terms by repeatedly obtaining new evaluation periods, creating multiple accounts, or using different credentials to extend free access beyond the intended trial period; (c) extract, copy, scrape, harvest, export, or otherwise remove data, Content, reports, methodologies, or outputs for use outside the Platform; (d) benchmark, reverse engineer, or competitively analyze the Platform; (e) misrepresent your identity, affiliation, or intentions to obtain Evaluation Access; or (f) resell, sublicense, or share Evaluation Access with unauthorized parties.

11.4 Protection Against Misuse

Prepr reserves the right to: (a) immediately terminate or suspend Evaluation Access if Prepr determines, in its sole discretion, that you are misusing Evaluation Access or violating these Terms and Conditions; (b) require payment for the full commercial value of Services used during Evaluation Access if you breach the restrictions in Section 11.3; (c) decline future Evaluation Access requests from you or your Organization; (d) delete or restrict access to data, User Content, reports, and materials created during Evaluation Access; and (e) pursue any other remedies available under these Terms and Conditions or Applicable Law.

11.5 Conversion to Paid Services

At the end of an Evaluation Access period, your access may be suspended or terminated unless you subscribe to or purchase the applicable Services under a Customer Agreement or applicable commercial terms. Data, User Content, configurations, and materials created during Evaluation Access may be deleted unless you convert to paid Services within a period specified by Prepr. Prepr has no obligation to retain or make available any data or materials from Evaluation Access periods.

11.6 Termination of Evaluation Access

Prepr may terminate Evaluation Access at any time, for any reason, with or without notice, and without liability. Upon termination of Evaluation Access, all rights granted to you under this Section 11 terminate immediately, and you must cease all use of the Platform and Services provided under Evaluation Access.

11.7 Disclaimers for Evaluation Access

EVALUATION ACCESS IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY REPRESENTATIONS, WARRANTIES, SERVICE LEVELS, SUPPORT COMMITMENTS, OR UPTIME GUARANTEES. ALL DISCLAIMERS AND LIMITATIONS OF LIABILITY IN THESE TERMS AND CONDITIONS APPLY FULLY TO EVALUATION ACCESS.

12. LINKED PLATFORMS AND THIRD-PARTY SERVICES

12.1 Links

The Platform may contain links to third-party websites, platforms, applications, resources, or services. Prepr provides links as a convenience only and does not control, endorse, warrant, or assume responsibility for third-party sites or services. If you access third-party sites or services, you do so at your own risk and are responsible for reviewing and complying with their terms and policies.

12.2 Third-Party Services and Integrations

The Platform may interoperate with third-party services such as cloud providers, analytics tools, payment processors, AI providers, learning management systems, identity providers, collaboration tools, CRM systems, or communication platforms. Your use of third-party services is governed by separate third-party terms, and you are responsible for reviewing and accepting such terms. Prepr is not liable for, and makes no representations, warranties, or guarantees regarding, third-party services, including their availability, accuracy, security, privacy practices, or compliance with Applicable Law. You acknowledge that: (a) third-party services may collect, process, and share your data in accordance with their own privacy policies; (b) Prepr has no control over third-party services; (c) your decision to use third-party services is at your own risk; (d) any dispute with a third-party service provider must be resolved directly with that provider; and (e) Prepr may share data with third-party service providers as described in the Privacy Policy to deliver the Services.

12.3 Software

Any software made available for download from or through the Platform may be owned by Prepr or third parties and may be subject to separate license terms. You must not install or use software unless you agree to the applicable terms. Third-party software is provided by third parties, and Prepr makes no representation, warranty, covenant, or condition concerning such software.

12.4 Framing and Linking to Prepr

You may link to public pages of the Platform provided that your website does not frame, mirror, alter, misrepresent, or obscure the Platform; imply endorsement, sponsorship, or affiliation without Prepr’s written consent; present false, misleading, derogatory, or damaging information about Prepr; or contain unlawful, harmful, offensive, or inappropriate materials. Prepr may require any link to be removed at any time.

13. PRIVACY, SECURITY, AND DATA PROCESSING

13.1 Privacy Policy

The collection, use, disclosure, retention, and protection of Personal Information by Prepr is governed by the Privacy Policy, which is incorporated into these Terms and Conditions by reference. By using the Platform, you acknowledge that Personal Information will be handled as described in the Privacy Policy. The Privacy Policy is designed to comply with Canadian privacy laws (including PIPEDA and applicable provincial statutes), the GDPR and UK GDPR where applicable, and other Applicable Law.

13.2 Organization Responsibilities

If you are an Organization or administrator, you represent and warrant that you have provided all required notices, obtained all required consents, established all required legal bases, and complied with all Applicable Law necessary to submit Organizational Data and Personal Information to Prepr and to permit Prepr to process such information for the Services.

13.3 Data Processing Addendum

Where Prepr processes Personal Information on behalf of an Organization as a processor, service provider, contractor, or equivalent role, a Customer Agreement or data processing addendum may apply. The public Terms do not replace any required data processing terms for enterprise, government, education, or regulated deployments.

13.4 Security

Prepr uses reasonable administrative, technical, organizational, physical, and contractual safeguards designed to protect the Platform and Personal Information in accordance with industry practices and Applicable Law, including requirements under PIPEDA, the GDPR, and UK GDPR. However, no method of transmission, storage, or processing is completely secure. Prepr does not guarantee or warrant absolute security. You acknowledge that: (a) the transmission of information over the internet is inherently insecure; (b) Prepr cannot guarantee the security of data transmitted to or from the Platform; (c) any transmission is at your own risk; and (d) Prepr will not be liable for any unauthorized access, interception, corruption, destruction, loss, or alteration of data except to the extent directly caused by Prepr’s gross negligence or willful misconduct.

13.5 Security Incident Response

In the event of a security incident affecting your Account or data, Prepr will use commercially reasonable efforts to investigate and remediate the incident. Prepr will notify affected users and, where applicable, supervisory authorities as required by Applicable Law, including notification timelines under the GDPR (72 hours to supervisory authorities where feasible), UK GDPR, PIPEDA, and applicable provincial breach notification laws. You agree to cooperate with Prepr’s investigation and remediation efforts, including by promptly changing credentials, implementing recommended security measures, and providing information reasonably requested by Prepr. Prepr’s notification of a security incident does not constitute an admission of fault, liability, or responsibility.

14. COPYRIGHT AND INTELLECTUAL PROPERTY COMPLAINTS

14.1 Rights Complaints

If you believe that Content or User Content on the Platform infringes your intellectual property rights or other rights, you may contact Prepr at the notice address below with sufficient information to identify the allegedly infringing material, your rights, your contact information, and any other information reasonably requested by Prepr.

14.2 Removal Rights

Prepr may remove, disable access to, restrict, or refuse to restore Content or User Content in response to complaints, suspected infringement, violation of rights, violation of these Terms and Conditions, or other concerns. Prepr is not required to adjudicate disputes between users or between users and third parties.

15. DISCLAIMERS

15.1 General Disclaimer

PREPR MAKES REASONABLE EFFORTS TO ENSURE THAT CONTENT IS ACCURATE WHEN POSTED; HOWEVER, TO THE FULLEST EXTENT PERMITTED BY LAW, THE PLATFORM, SERVICES, CONTENT, AI FEATURES, OUTPUTS, REPORTS, ANALYTICS, BENCHMARKS, CREDENTIALS, RECOMMENDATIONS, LINKS, THIRD-PARTY SERVICES, AND ALL RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT REPRESENTATIONS, WARRANTIES, COVENANTS, OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.

15.2 Specific Disclaimers

TO THE FULLEST EXTENT PERMITTED BY LAW, PREPR REPRESENTATIVES DISCLAIM ALL REPRESENTATIONS, WARRANTIES, COVENANTS, AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, QUIET ENJOYMENT, ACCURACY, RELIABILITY, AUTHENTICITY, COMPLETENESS, CURRENCY, COMPATIBILITY, SECURITY, AVAILABILITY, PERFORMANCE, ERROR-FREE OPERATION, UNINTERRUPTED ACCESS, AND ANY REPRESENTATION OR WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

15.3 AI, Analytics, and Impact Disclaimers

WITHOUT LIMITING THE FOREGOING, PREPR REPRESENTATIVES MAKE NO REPRESENTATION, WARRANTY, COVENANT, OR CONDITION THAT AI FEATURES, AI OUTPUTS, ANALYTICS, IMPACT DATA, BENCHMARKS, SKILLS INFERENCES, RECOMMENDATIONS, CREDENTIALS, OR REPORTS WILL BE ACCURATE, COMPLETE, NON-DISCRIMINATORY, UNBIASED, CURRENT, FIT FOR EMPLOYMENT OR EDUCATIONAL DECISION-MAKING, OR SUITABLE FOR ANY PARTICULAR PURPOSE. YOU ARE SOLELY RESPONSIBLE FOR INDEPENDENT REVIEW AND VALIDATION.

15.4 Jurisdictional Disclaimer

Prepr makes no representation or warranty that the Platform, Services, or Content are appropriate or available for use in any jurisdiction. Accessing the Platform from locations where such access is illegal is prohibited. Users who access the Platform from outside Canada do so on their own initiative and are responsible for compliance with local laws, including local privacy laws, consumer protection laws, and any applicable import or export restrictions.

15.5 User Responsibility

You are solely responsible for provisioning, configuring, securing, and maintaining all equipment, software, connectivity, credentials, and systems used by you to access the Platform. You are solely responsible for backup copies of User Content and materials you submit, use, or allow others to use in connection with the Platform.

15.6 Third-Party Transactions

Through the Platform, you may interact or transact with third parties. All such dealings are solely between you and the third party. Prepr Representatives are not parties to such transactions and disclaim all responsibility and liability for them.

15.7 Availability Disclaimer

PREPR DOES NOT WARRANT THAT THE PLATFORM OR SERVICES WILL BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR FREE OF VIRUSES, WORMS, OR OTHER HARMFUL COMPONENTS. PREPR DOES NOT GUARANTEE ANY MINIMUM UPTIME, AVAILABILITY, RESPONSE TIME, OR SERVICE LEVEL UNLESS EXPRESSLY SET FORTH IN A SIGNED CUSTOMER AGREEMENT. THE PLATFORM AND SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF INTERNET AND ELECTRONIC COMMUNICATIONS, AND PREPR IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGES RESULTING FROM SUCH PROBLEMS.

16. LIMITATION OF LIABILITY

16.1 Exclusion of Damages

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL PREPR BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, AGGRAVATED, OR PUNITIVE DAMAGES, OR FOR DAMAGES FOR LOSS OF PROFITS, REVENUE, SAVINGS, GOODWILL, USE, DATA, INFORMATION, PROGRAMS, BUSINESS OPPORTUNITY, REPUTATION, BUSINESS INTERRUPTION, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, COST OF COVER, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH THE PLATFORM, SERVICES, CONTENT, AI FEATURES, AI OUTPUTS, USER CONTENT, ORGANIZATIONAL DATA, IMPACT DATA, EVALUATION ACCESS, THIRD-PARTY SERVICES, CYBERATTACKS, DATA BREACHES, UNAUTHORIZED ACCESS, ACTIONS OR INACTIONS OF USERS OR THIRD PARTIES, ERRORS OR INACCURACIES IN USER CONTENT OR AI OUTPUTS, THESE TERMS AND CONDITIONS, OR ANY RELATED MATTER, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, STATUTE, EQUITY, PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, IF SUCH DAMAGES WERE FORESEEABLE, OR IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

WITHOUT LIMITING THE FOREGOING, PREPR WILL NOT BE LIABLE FOR: (A) ANY DECISION MADE OR ACTION TAKEN BY YOU OR ANY THIRD PARTY IN RELIANCE ON AI OUTPUTS, ANALYTICS, RECOMMENDATIONS, CREDENTIALS, SCORES, OR REPORTS; (B) ANY LOSS OR DAMAGE CAUSED BY VIRUSES, MALWARE, UNAUTHORIZED ACCESS, CYBERATTACKS, DISTRIBUTED DENIAL OF SERVICE ATTACKS, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL; (C) THE CONDUCT, CONTENT, SUBMISSIONS, OR ACTIONS OF ANY USER, ORGANIZATION, OR THIRD PARTY ON OR THROUGH THE PLATFORM; (D) ANY INTERRUPTION, SUSPENSION, DISCONTINUATION, MODIFICATION, OR UNAVAILABILITY OF THE PLATFORM OR SERVICES; (E) THE DELETION, CORRUPTION, LOSS, OR FAILURE TO STORE USER CONTENT, ORGANIZATIONAL DATA, OR ACCOUNT INFORMATION; (F) ANY DEALINGS, TRANSACTIONS, OR DISPUTES BETWEEN YOU AND ANY OTHER USER OR THIRD PARTY; OR (G) ANY INACCURACY, INCOMPLETENESS, BIAS, ERROR, OR UNSUITABILITY OF AI FEATURES, AI OUTPUTS, ANALYTICS, CREDENTIALS, OR PLATFORM CONTENT FOR ANY PARTICULAR PURPOSE.

16.2 Liability Cap

TO THE FULLEST EXTENT PERMITTED BY LAW, PREPR’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE PLATFORM, SERVICES, CONTENT, AI FEATURES, THESE TERMS AND CONDITIONS, OR ANY RELATED MATTER, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, STATUTE, OR OTHERWISE, WILL NOT EXCEED THE GREATER OF: (A) THE AMOUNTS ACTUALLY PAID BY YOU TO PREPR FOR THE SPECIFIC SERVICE GIVING RISE TO THE CLAIM IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY; OR (B) ONE HUNDRED CANADIAN DOLLARS (CAD $100). FOR EVALUATION ACCESS, FREE SERVICES, OR UNPAID ACCESS, PREPR’S LIABILITY SHALL NOT EXCEED FIFTY CANADIAN DOLLARS (CAD $50). THE FOREGOING LIMITATIONS APPLY TO ALL CLAIMS IN THE AGGREGATE, INCLUDING CLAIMS BY MULTIPLE CLAIMANTS OR RELATING TO MULTIPLE EVENTS.

16.3 Essential Basis of Bargain

The limitations, exclusions, and disclaimers in these Terms and Conditions are fundamental elements of the basis of the bargain between you and Prepr. They apply to the fullest extent permitted by Applicable Law and apply even if any limited remedy fails of its essential purpose. Prepr would not provide access to the Platform or Services without these limitations.

16.4 Non-Excludable Rights

Some jurisdictions, including certain provinces of Canada, member states of the European Union, and the United Kingdom, do not allow certain exclusions or limitations of liability. In such jurisdictions, Prepr’s liability is limited to the maximum extent permitted by Applicable Law. Nothing in these Terms and Conditions excludes or limits liability that cannot be excluded or limited under Applicable Law, including liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) gross negligence or willful misconduct; or (d) any other liability that cannot be excluded or limited under Applicable Law.

17. USER LIABILITY AND INDEMNIFICATION

17.1 Your Liability

You are solely responsible for your access to and use of the Platform and Services, your User Content, your communications, your decisions, your reliance on outputs, your breach of these Terms and Conditions, and your violation of Applicable Law or third-party rights.

17.2 Indemnity

To the fullest extent permitted by Applicable Law, you will indemnify, defend, and hold harmless Prepr Representatives from and against any and all claims, demands, proceedings, actions, investigations, inquiries, audits, subpoenas, liabilities, damages, losses, judgments, settlements, fines, penalties, interest, costs, and expenses (including reasonable legal fees and expenses arising out of or relating to: (a) your access to or use of the Platform, Services, Content, AI Features, or outputs; (b) your User Content, submissions, or communications; (c) your breach of these Terms and Conditions or any applicable additional terms; (d) your violation of Applicable Law, including privacy, intellectual property, employment, anti-discrimination, export control, and consumer protection laws; (e) your infringement, misappropriation, or violation of rights of any person, including intellectual property, privacy, publicity, employment, and contractual rights; (f) your negligence, recklessness, misconduct, fraud, misrepresentation, or willful wrongdoing; (g) your use of AI outputs, analytics, credentials, or recommendations in employment, educational, eligibility, or other decision-making; (h) your failure to obtain required consents, authorizations, or legal bases for data processing; (i) Organizational Data or Personal Information submitted by or on behalf of you or your Organization; (j) your misuse of Evaluation Access or breach of evaluation restrictions; (k) any claim by your employees, contractors, agents, or end users; and (l) your violation of any third-party agreement in connection with your use of the Platform.

17.3 Control of Defence

Prepr may, at its option, assume exclusive defence and control of any matter subject to indemnification. You will cooperate with Prepr in the defence of any claim and must not settle any claim without Prepr’s prior written consent if the settlement imposes obligations on Prepr, admits liability by Prepr, or does not fully release Prepr.

17.4 Organization Indemnification

If you are an Organization, you will additionally indemnify, defend, and hold harmless Prepr Representatives from and against any and all claims, demands, proceedings, actions, investigations, liabilities, damages, losses, judgments, settlements, fines, penalties, costs, and expenses, including reasonable legal fees and expenses, arising out of or relating to: (a) the acts, omissions, negligence, or misconduct of your administrators, employees, contractors, agents, or users; (b) Organizational Data, including its accuracy, completeness, and lawfulness; (c) your failure to maintain appropriate controls, consents, or authorizations; (d) employment, benefits, compensation, or labor-related claims arising from your use of Platform data, analytics, credentials, or reports in connection with employment decisions; and (e) privacy, data protection, or security claims arising from your handling of Personal Information accessed through the Platform.

17.5 Insurance

If you are an Organization using the Platform for employment, workforce development, credentialing, or similar purposes, you will obtain and maintain, at your own expense, appropriate insurance coverage, including general commercial liability insurance and, where applicable, errors and omissions or professional liability insurance, with coverage limits reasonable for your industry and use case.

18. TERMINATION, SUSPENSION, AND PRESERVATION

18.1 Termination by Prepr

If you breach any provision of these Terms and Conditions, or if Prepr believes, in its sole discretion, that your continued access may create risk, violate law, harm Prepr or others, compromise security, constitute misuse, interfere with the Platform, or otherwise be objectionable, Prepr may, at any time, with or without cause or notice, and without liability, refund obligation, or compensation to you: (a) suspend or terminate your Account or authorization to access the Platform or Services; (b) restrict, disable, revoke, or delete your credentials, certifications, badges, or access rights; (c) remove, disable, preserve, quarantine, or delete User Content; (d) restrict access to materials, reports, data, or analytics; (e) cancel registrations, credentials, program participation, or enrollments; (f) bar future use of the Platform or Services; (g) report suspected violations to law enforcement, regulators, or other authorities; and (h) pursue any other remedies available under these Terms and Conditions or Applicable Law.

18.2 Effect of Termination

Upon termination: (a) your right to access and use the Platform and Services ceases immediately; (b) you will not be entitled to any refund of fees paid, except to the extent required by mandatory Applicable Law or expressly provided in a signed Customer Agreement; (c) all licenses granted to you under these Terms and Conditions terminate immediately; (d) you must immediately cease all use of the Platform, Services, Content, and Prepr technology; (e) Prepr may delete your Account, User Content, data, and related materials without notice or liability; (f) you remain liable for all obligations accrued prior to termination; and (g) termination does not affect accrued rights, liabilities, obligations, remedies, or the continued enforceability of provisions that survive termination.

18.3 Survival

Sections concerning definitions and interpretation, proprietary rights and intellectual property, User Content licenses, moral rights waivers, AI improvement rights, AI ownership, AI disclaimers, data ownership and analytics rights, fees owed, evaluation access restrictions and remedies, privacy, security, disclaimers, limitation of liability, user liability and indemnification, export controls and sanctions, governing law and jurisdiction, limitation periods, class action waiver, notices, general provisions, and any other provisions that by their nature should survive will survive termination or expiration of these Terms and Conditions. Survival does not imply any right to continue using the Platform or Services after termination.

18.4 Export Controls and Sanctions

The Platform, Services, and Content may be subject to Canadian, U.S., UK, EU, and other export control and sanctions laws and regulations. You represent and warrant that: (a) you are not located in, under the control of, or a national or resident of any country subject to comprehensive sanctions; (b) you are not identified on any government list of prohibited or restricted parties, including the Canadian Consolidated Autonomous Sanctions List, the U.S. Treasury Department’s Specially Designated Nationals List, the U.S. Commerce Department’s Denied Persons List or Entity List, or similar EU or UK sanctions lists; and (c) you will not use the Platform, Services, or Content in violation of any export control or sanctions laws. Prepr may suspend or terminate your access without notice if Prepr reasonably believes you are in violation of this Section.

19. GOVERNING LAW, JURISDICTION, AND LIMITATION PERIOD

19.1 Governing Law

The Platform is controlled, operated, and administered by Prepr from Ontario, Canada. These Terms and Conditions and all matters arising from or relating to the Platform, Services, Content, AI Features, transactions through the Platform, or related matters are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of laws principles. For users located in the European Economic Area, the United Kingdom, or other jurisdictions with mandatory consumer protection laws that cannot be waived by contract, such mandatory protections shall apply to the extent required by Applicable Law.

19.2 Courts

Subject to any mandatory rights under Applicable Law, any dispute between Prepr and you or any other person arising from, in connection with, or relating to the Platform, Services, Content, AI Features, these Terms and Conditions, a transaction through the Platform, or any related matter must be resolved before the courts of the Province of Ontario, Canada sitting in the City of Toronto, and you irrevocably submit and attorn to the exclusive jurisdiction of those courts.

19.3 Limitation Period

To the fullest extent permitted by Applicable Law, any claim or cause of action you may have arising from, in connection with, or relating to the Platform, Services, Content, AI Features, these Terms and Conditions, any transaction through the Platform, or any related matter must be commenced in a court of competent jurisdiction in Toronto, Ontario, Canada within two (2) years after the claim or cause of action arises, after which time the claim or cause of action is permanently barred.

19.4 Injunctive Relief

Nothing in these Terms and Conditions limits Prepr’s right to seek injunctive, equitable, or other urgent relief in any court of competent jurisdiction to protect intellectual property, confidential information, security, data, Platform integrity, or rights of Prepr or others.

19.5 Informal Dispute Resolution

Before initiating any formal dispute resolution proceeding, you agree to first contact Prepr at the notice address in Section 21 and attempt to resolve the dispute informally for at least thirty (30) days. If the dispute is not resolved within that period, you may proceed with formal dispute resolution.

19.6 Class Action Waiver

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND PREPR AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. IF FOR ANY REASON A CLAIM OR DISPUTE PROCEEDS IN COURT RATHER THAN THROUGH INDIVIDUAL ARBITRATION, BOTH YOU AND PREPR WAIVE ANY RIGHT TO A JURY TRIAL. THIS CLASS ACTION WAIVER IS AN ESSENTIAL PART OF THE DISPUTE RESOLUTION PROVISIONS AND CANNOT BE SEVERED FROM THEM.

20. GOVERNMENT USERS

20.1 Restricted Rights

The Platform, Services, Content, and related documentation are “commercial computer software” and “commercial computer software documentation” as such terms are used in applicable government acquisition regulations. If you are a government entity or are using the Platform on behalf of a government entity, you acknowledge that the Platform and Services were developed at private expense and are provided to you with only those rights set forth in these Terms and Conditions, which are consistent with rights in commercial computer software generally available to the public. Any additional or different rights must be expressly agreed to in a Customer Agreement signed by an authorized representative of Prepr.

20.2 Government-Specific Terms

If you are a government entity or are using the Platform in connection with government programs, funding, or contracts, any government-specific terms, certifications, or requirements must be addressed in a separate Customer Agreement. These Terms and Conditions do not incorporate any government-mandated contract clauses, flow-down requirements, or certifications by reference.

21. NOTICES

21.1 Notices to Prepr

Notices or communications to Prepr in connection with these Terms and Conditions must be in writing and sent by courier, registered mail, or another legally recognized method to: Prepr Foundation, 200 Wellington Street West, Suite 500, Toronto, Ontario, M5V 3C7, Canada, Attention: Legal Department, with a copy by email to legal@prepr.org.

21.2 Notices to You

Notices to you may be sent by email to the email address associated with your Account, posted through the Platform, or sent by mail or courier to the address you provide. Notices are deemed received upon posting to the Platform, upon transmission by email unless Prepr receives a delivery failure notice, or in accordance with delivery confirmation for mailed/couriered notices.

22. GENERAL PROVISIONS

22.1 Entire Agreement

These Terms and Conditions, the Privacy Policy, Cookie Policy, Impact Data Charter, and any applicable Customer Agreement or additional terms constitute the entire agreement between you and Prepr concerning the subject matter and supersede all prior or contemporaneous communications, representations, understandings, or agreements concerning that subject matter. The Privacy Policy is available at https://prepr.org/privacy and the Cookie Policy is available at https://prepr.org/cookies.

22.2 Severability

If any provision of these Terms and Conditions is held to be invalid, illegal, void, or unenforceable, that provision will be enforced to the maximum extent permissible to effect the intent of these Terms and Conditions, and the remaining provisions will remain in full force and effect.

22.3 No Waiver

Prepr’s failure to insist on or enforce strict performance of any provision or right does not constitute a waiver of that provision or right. Any waiver must be in writing and signed by Prepr.

22.4 Independent Contractors

You and Prepr are independent contractors. No agency, partnership, joint venture, employment, fiduciary, franchise, or similar relationship is created by these Terms and Conditions or your use of the Platform.

22.5 Assignment

You may not assign, transfer, delegate, or sublicense these Terms and Conditions or your rights or obligations without Prepr’s prior written consent. Prepr may assign, transfer, delegate, or sublicense these Terms and Conditions and its rights and obligations without your consent.

22.6 Force Majeure

Prepr will not be liable for delay, failure, interruption, or unavailability caused by circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labour disputes, internet or telecommunications failures, power outages, cyberattacks, supply chain failures, governmental actions, pandemics, or failures of third-party services.

22.7 Language

The parties have expressly requested and required that these Terms and Conditions and all related documents be drawn up in English. Les parties conviennent et exigent expressément que ces modalités et tous les documents qui s’y rapportent soient rédigés en anglais.

22.8 Publicity

Unless you notify Prepr in writing to the contrary, Prepr may identify you (or, if you are acting on behalf of an Organization, your Organization) as a user of the Platform in Prepr’s marketing materials, website, presentations, case studies, and other promotional materials. Prepr may use your name, trade name, trademarks, and logo solely for this purpose. Organizations may notify Prepr in writing to opt out of this publicity right.

22.9 Construction

These Terms and Conditions will not be construed against any party by reason of that party having drafted or proposed any provision. All provisions will be interpreted to give effect to the reasonable commercial intent of the parties.

22.10 Third-Party Beneficiaries

Except for Prepr Representatives (who are intended third-party beneficiaries of the disclaimer, limitation of liability, and indemnification provisions), there are no third-party beneficiaries to these Terms and Conditions. No person or entity not a party to these Terms and Conditions has any right to enforce any provision of these Terms and Conditions.

22.11 Contact

Questions regarding these Terms and Conditions may be sent to legal@prepr.org or Prepr Foundation, 200 Wellington Street West, Suite 500, Toronto, Ontario, M5V 3C7, Canada. Privacy-related inquiries may be directed to privacy@prepr.org.