Terms of Service
Prentice LLCEffective Date: June 8, 2026
These Terms of Service (the “Terms”) are a binding contract between Prentice LLC, a Texas limited liability company (“Prentice,” “we,” “us,” or “our”), and the individual or business entity that has signed up for our service (“you,” “your,” or “Owner”). The Terms govern your access to and use of the Prentice service, including the website at meetprentice.com, the SMS onboarding flow at our toll-free number, the Prentice web application, and any related communications channels (collectively, the “Service”).
PLEASE READ THESE TERMS CAREFULLY. Among other things, these Terms include an arbitration provision and class-action waiver (Section 16) that require you to resolve disputes individually through arbitration rather than in court.
You accept these Terms by completing onboarding. Specifically, by checking the box (or clicking “Continue”) on the Prentice OAuth landing page next to “I agree to the Terms of Service and Privacy Policy,” or by otherwise affirmatively continuing past that gate, you accept these Terms. If you do not accept these Terms, do not complete onboarding and do not use the Service.
1. About Prentice
Prentice is an AI assistant that small service businesses hire to handle inbound customer communications across SMS, MMS, WhatsApp, voicemail, and email; to schedule appointments on the Owner’s connected calendar; to read from and write to third-party business platforms that the Owner elects to connect to the Service (for example, accounting platforms such as QuickBooks Online); and to escalate matters to the Owner or the Owner’s personnel where appropriate. Prentice does not replace the Owner’s existing business systems and does not act as the Owner’s legal, accounting, financial, or regulatory adviser.
2. Definitions
Capitalized terms not otherwise defined have the meanings given in the body of these Terms. “Operator” means an individual that an Owner invites to receive escalations from Prentice and to provide direction to the assistant. “End Customer” means a customer of an Owner’s business that communicates with the business through a channel Prentice operates on the Owner’s behalf. “Owner Content” has the meaning given in Section 7.2(a). “Derived Data” has the meaning given in Section 7.2(b). “Learned Knowledge” has the meaning given in Section 7.2(c). “Privacy Policy” means Prentice’s Privacy Policy, available at https://www.meetprentice.com/privacy/, as updated from time to time.
3. Eligibility
You must be at least 18 years old to use the Service. By accepting these Terms, you represent that you are at least 18 and have the legal capacity to enter into this contract on your own behalf or on behalf of the business you represent. The Service is not directed at, and is not intended for use by, children under 13.
You further agree that you will not direct Prentice to send messages to, or otherwise communicate with, any individual you know or reasonably should know is under 13, and you will not direct Prentice to communicate with any individual you know or reasonably should know is a minor in a manner that would require parental or guardian consent absent your obtaining that consent.
4. Subscription, Billing, and Cancellation
4.1 Pricing
Prentice is a paid service. The subscription fee for the Service is a hybrid of a base monthly fee plus usage-based charges. Current pricing details are published on the Service. Prentice may change pricing for new subscriptions and renewals from time to time on reasonable notice.
4.2 Auto-Renewal
Your subscription will automatically renew on a month-to-month basis at the then-current fee, unless and until you cancel. By accepting these Terms, you authorize Prentice to charge your designated payment method on each renewal date.
4.3 Free Trial / Money-Back
Prentice does not offer a free trial or money-back period as of the effective date of these Terms.
4.4 Cancellation
You may cancel your subscription at any time. Because you sign up for the Service through the Prentice web application (following an OAuth sign-in and your affirmative acceptance of these Terms during onboarding), you may cancel through your account settings in the Prentice web application or by emailing support@meetprentice.com. Prentice will confirm cancellation by email or in-product notice. Cancellation takes effect at the end of your then-current paid month; access to the Service continues until that date, and no pro-rated refund is provided.
4.5 Taxes
Stated fees are exclusive of sales, use, communications, and other transaction taxes. You are responsible for all such taxes (excluding taxes based on Prentice’s net income). Where Prentice is required by applicable law to collect and remit transaction taxes in a jurisdiction (which may include sales, use, or communications taxes, depending on how the jurisdiction characterizes
the Service), Prentice will calculate and add those taxes to your invoice and remit them to the relevant taxing authorities. Prentice may add or modify tax collection on a jurisdiction-by-jurisdiction basis as Prentice establishes nexus, registers, or otherwise becomes obligated to collect in additional jurisdictions, in each case on reasonable notice.
4.6 Refunds
Except where required by applicable law (including California’s automatic-renewal statute), all fees are non-refundable.
4.7 Failed Payments
If your payment method is declined or otherwise fails, Prentice may suspend or terminate the Service after reasonable notice if the failure is not cured.
6. Owner Compliance Responsibilities
6.1 Lawful Consent to Message End Customers
You represent and warrant that, before Prentice transmits any message to an End Customer on your behalf, you have obtained and continue to maintain all consents (including prior express written consent where applicable) required under the Telephone Consumer Protection Act (TCPA), Canada’s Anti-Spam Legislation (CASL), the CAN-SPAM Act, and any other applicable law for that messaging. You are solely responsible for evidencing those consents on request from a regulator, carrier, or court.
6.2 Sector-Specific Regulation
If your business is subject to sector-specific regulation that imposes obligations on the handling of customer information — including the Health Insurance Portability and Accountability Act (HIPAA), the Gramm-Leach-Bliley Act (GLBA), the Fair Credit Reporting Act (FCRA), state insurance regulations, or analogous regulations in Canada — you are solely responsible for compliance with those obligations, including obtaining any consents and notices, and entering into any business-associate, service-provider, or other arrangements that would be required. Prentice does not operate as a HIPAA business associate and is not configured for HIPAA-regulated workflows.
6.3 Canadian Operations
If you do business in Canada, you are responsible for compliance with Canada’s Personal Information Protection and Electronic Documents Act (PIPEDA), CASL, and any applicable provincial privacy laws (including Quebec’s Law 25), including with respect to your End Customers.
6.4 Notice, Consent, and Privacy Policy for End Customer Data
Prentice has no direct relationship with End Customers and does not act as the controller, business, or primary data steward of End Customer personal information. Prentice processes all End Customer personal information on your behalf, at your direction, and pursuant to these Terms. Accordingly, you represent, warrant, and covenant that, at all times during which you use the Service:
- (a) Notice. You have provided End Customers with all notices required by applicable privacy and data-protection law in connection with the collection, use, disclosure, and processing of their personal information that occurs through the Service, including a privacy notice that accurately describes the data flows operated by Prentice on your behalf.
- (b) Consent. You have obtained and continue to maintain all consents, authorizations, and other legal bases required by applicable privacy and data-protection law (including, where applicable, the TCPA, CASL, CAN-SPAM, CCPA / CPRA, PIPEDA, and Quebec’s Law 25) for Prentice’s collection, use, sharing, and processing of End Customer personal information through the Service for the purposes described in our Privacy Policy and in any agreements between us.
- (c) Your privacy policy. You maintain on your own properties a publicly accessible privacy policy that, at a minimum, discloses (i) the categories of End Customer personal information collected through the Service, (ii) the purposes for which that personal information is processed, (iii) the categories of third parties (including Prentice and the categories of vendors that Prentice in turn engages) to which the personal information is disclosed, (iv) the retention practices applicable to that personal information, and (v) the rights End Customers may exercise under applicable law and how to exercise them.
- (d) Rights handling. You will receive, respond to, and resolve any End Customer request to exercise rights under applicable privacy law (including rights of access, correction, deletion, portability, opt-out, and withdrawal of consent), and you will support Prentice in honoring any such request that an End Customer routes to Prentice as the operator of the relevant communications channel.
You are solely responsible for the legal basis for all processing of End Customer personal information through the Service. Your obligations under this Section 6.4 survive termination of these Terms.
7. License Grants
7.1 License to You
Subject to your compliance with these Terms, Prentice grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service for your internal business purposes during the term of your subscription.
7.2 License from You to Prentice
(a) Owner Content. “Owner Content” means all content, data, and materials that you or your Operators submit, upload, generate, or transmit through the Service, including business descriptions, customer data, message content, files, and any Learned Knowledge derived from your inputs. You retain ownership of Owner Content. You grant Prentice a perpetual, worldwide, royalty-free, fully paid-up, sublicensable license to host, store, copy, transmit, display, process, and otherwise use Owner Content for the purpose of providing, maintaining, securing, supporting, and improving the Service.
(b) De-Identified and Aggregated Data. Prentice may create de-identified and/or aggregated data derived from Owner Content and from your use of the Service (“Derived Data”) and may use Derived Data for any lawful business purpose, including improving the Service, developing new features, and training and evaluating the AI systems used in the Service. Prentice will not use identifiable Owner Content to train its or any third party’s AI models without your prior consent. “De-identified” means the data has been processed so that it does not identify, and cannot reasonably be linked to, you, your business, an Operator, or an End Customer, and Prentice maintains commercially reasonable controls (including a contractual prohibition on re-identification) to prevent re-identification.
(c) Learned Knowledge. Prentice’s operation involves extracting facts, preferences, rules, and customer-specific notes from your conversations and explicit input and storing them as business-specific “Learned Knowledge” used to inform subsequent assistant behavior. Learned Knowledge is scoped to your business and does not cross tenant boundaries. Learned Knowledge that incorporates identifiable customer information remains subject to subsection (a), not subsection (b).
7.3 Trademark License
You grant Prentice a limited, non-exclusive, royalty-free, worldwide license, during the term of your subscription, to use your business name, logo, trade dress, and other trademarks (collectively, “Owner Marks”) to (a) display your business name and Owner Marks on the per-business compliance microsite described in Section 5.2; (b) identify your business in outbound messages Prentice sends on your behalf; and (c) otherwise operate the Service consistently with these Terms. You represent and warrant that you own or have all rights necessary to grant this license and that Prentice’s use of Owner Marks as authorized will not infringe or misappropriate any third-party rights. Prentice may not use Owner Marks for general marketing of the Prentice service without your prior written consent.
7.4 AI Outputs
The Service uses artificial intelligence to interpret communications and to generate responses, scheduling recommendations, Learned Knowledge entries, and other outputs (collectively, “AI Outputs”) on your behalf. To the extent any right, title, or interest in AI Outputs vests in
Prentice, Prentice assigns and transfers to you, as between you and Prentice, all such right, title, and interest in AI Outputs generated through your use of the Service. You are responsible for reviewing AI Outputs that Prentice surfaces for your approval before they are sent or acted upon. PRENTICE MAKES NO REPRESENTATION OR WARRANTY THAT AI OUTPUTS ARE ACCURATE, COMPLETE, RELIABLE, OR FREE FROM INFRINGEMENT OF ANY THIRD-PARTY RIGHTS. You are solely responsible for your reliance on, and the consequences of acting on, any AI Output, including any AI Output that Prentice transmits to an End Customer on your behalf.
8. Acceptable Use Policy
8.1 Restricted Data Categories
The Service is not designed for, and you may not use the Service to collect, process, transmit, store, or share, the following categories of data (each, a “Restricted Data Category”):
- (a) Protected Health Information (“PHI”) within the meaning of HIPAA, in any context in which HIPAA would treat Prentice as a business associate, and any other personal information subject to HIPAA, the HITECH Act, or analogous health-information laws or regulations of any Canadian province (including PHIPA in Ontario);
- (b) Regulated financial data, including (i) “nonpublic personal information” within the meaning of GLBA and its implementing rules, (ii) information subject to FCRA, the Equal Credit Opportunity Act, state insurance regulations, or analogous Canadian financial-services regulation, and (iii) cardholder data within the meaning of the Payment Card Industry Data Security Standard (other than tokenized payment data that Prentice processes through its payment processor for the sole purpose of taking subscription payments from you);
- (c) Children’s personal information, including personal information of individuals you know or reasonably should know are under the age of 13 (or any higher age established by applicable law, including individuals under 16 subject to CCPA / CPRA’s opt-in regime for sale or sharing) and any personal information subject to the Children’s Online Privacy Protection Act (“COPPA”), its implementing rule, or analogous non-US laws applicable to children’s data; and
- (d) Sensitive personal information, meaning categories of personal information classified as “sensitive,” “special,” or analogous under applicable privacy and data-protection law, including without limitation Social Security numbers and other government-issued identifiers, precise geolocation, racial or ethnic origin, religious or philosophical beliefs, sexual orientation or sex life, union membership, immigration or citizenship status, genetic data, biometric data used for unique identification, data concerning mental or physical health, and data concerning a person’s criminal-justice involvement (such categories, “Sensitive Personal Information”).
Section 8.1(d) does not apply to data that End Customers incidentally include in free-text or voicemail messages directed to your business and that Prentice processes solely to deliver the Service, provided that you (i) have obtained any consents required by applicable law for such incidental processing, (ii) do not direct Prentice to use such data for inference, profiling, or other purposes beyond service delivery, and (iii) maintain the privacy-policy and rights-handling commitments in Section 6.4.
8.2 Restricted Industries
You may not use the Service to operate, support, or send messages on behalf of any business in a category that carrier policy prohibits or restricts for A2P 10DLC messaging, including firearms, cannabis, CBD, adult content or services, gambling, payday lending, and debt collection (collectively, “Restricted Industries”).
8.3 Pass-Through Compliance with Sub-Processor Policies
You may not use the Service in a manner that violates the published acceptable-use, content, or developer policies of Prentice’s vendors and sub-processors, including without limitation Twilio’s Acceptable Use Policy, Anthropic’s Usage Policy, OpenAI’s Usage Policy, Google’s API Services User Data Policy, and Microsoft Azure’s Acceptable Use Policy. You acknowledge that those policies are updated from time to time and that compliance with current versions is your responsibility.
8.4 Unlawful Activity
You may not use the Service for any unlawful activity, including without limitation activity that violates consumer-protection, telemarketing, anti-spam, privacy, intellectual-property, or anti-discrimination laws.
8.5 Suspension
Prentice may, without liability, suspend or terminate access where it reasonably believes that you have breached this Section 8 or where continued service exposes Prentice or any sub-processor to legal, regulatory, or carrier risk.
9. Operators
Owners may invite individuals to act as Operators. Before an Operator gains access to the Service, the Operator will be required to accept these Terms (or a short Operator addendum that incorporates these Terms by reference). By accepting, an Operator is bound by the obligations of these Terms that are applicable to its use of the Service, including the Acceptable Use Policy in Section 8, the confidentiality obligations in Section 11, and the dispute-resolution provisions in Section 16. The Owner remains responsible for the conduct of its Operators and for any access an Operator exercises. An Operator may also be employed by, or otherwise act on behalf of, a business other than the Owner’s business (for example, a subcontractor of an Owner). In that case, the Operator’s acceptance of these Terms binds the Operator in the Operator’s individual capacity and, to the extent the Operator is acting on behalf of any other business entity in interacting with the Service, that entity. The Operator’s use of the Service as an Operator in the Owner’s account does not, by itself, create an Owner relationship between Prentice and the Operator’s separate business; any use of the Service by the Operator’s separate business as a customer of Prentice would require that business to sign up separately as an Owner under these Terms.
10. Service "As Is"; No SLA
THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY. PRENTICE DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE. PRENTICE DOES NOT WARRANT THE ACCURACY, COMPLETENESS, OR APPROPRIATENESS OF ANY AI-GENERATED OUTPUT.
Prentice does not offer a service-level agreement, uptime commitment, or response-time commitment as of the Effective Date of these Terms.
11. Confidentiality
11.1 Confidential Information
“Confidential Information” means information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) in connection with the Service that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure, including Owner Content, Prentice’s pricing and commercial terms, Prentice’s technical architecture and methods, and any information designated as confidential at the time of disclosure.
11.2 Obligations
The Receiving Party will (a) use Confidential Information only to perform its obligations or exercise its rights under these Terms, (b) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information of similar sensitivity (and in any event no less than reasonable care), and (c) limit access to Confidential Information to its employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in these Terms.
11.3 Exceptions
The obligations in this Section 11 do not apply to information that the Receiving Party can demonstrate (a) was lawfully in its possession without confidentiality obligation prior to receipt, (b) is or becomes generally available to the public other than through a breach of these Terms, (c) was independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information, or (d) was rightfully obtained by the Receiving Party from a third party without confidentiality restrictions.
11.4 Compelled Disclosure
If the Receiving Party is required by law, subpoena, or court order to disclose Confidential Information, it will (where legally permitted) provide the Disclosing Party with prompt notice and reasonable cooperation to enable the Disclosing Party to seek a protective order or otherwise limit the scope of the disclosure.
11.5 Duration
The obligations in this Section 11 continue for three (3) years after termination of these Terms, except that obligations with respect to information that qualifies as a trade secret continue for so long as the information remains a trade secret under applicable law.
12. Indemnification
12.1 Indemnification by Owner
You will defend, indemnify, and hold harmless Prentice, its affiliates, and their respective officers, directors, employees, and agents from and against any and all third-party claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:
- (a) Owner Content, including any allegation that Owner Content infringes a third party’s rights or violates applicable law;
- (b) your failure to obtain or maintain any consent required to message End Customers under the TCPA, CASL, the CAN-SPAM Act, or any other applicable law;
- (c) your failure to comply with any sector-specific regulation applicable to your business (including HIPAA, GLBA, FCRA, state insurance laws, or analogous regulations in Canada);
- (d) your failure to provide the notices, obtain the consents, maintain the privacy policy, or perform the rights-handling obligations described in Section 6.4, or your other failure to comply with applicable privacy or data-protection law in connection with End Customer personal information;
- (e) your breach of these Terms, including without limitation the Acceptable Use Policy in Section 8 (including any violation of a Restricted Data Category restriction), the Owner Marks representations in Section 7.3, and the confidentiality obligations in Section 11; and
- (f) your gross negligence or willful misconduct.
12.2 Indemnification by Prentice
Prentice will defend you against any third-party claim that the Service, as provided by Prentice and used by you in accordance with these Terms, infringes a US patent, copyright, trademark, or trade secret of that third party (a “Covered Claim”), and will indemnify you against damages and reasonable costs (including reasonable attorneys’ fees) awarded by a court of competent jurisdiction or agreed in settlement in connection with a Covered Claim.
If a Covered Claim is asserted, or in Prentice’s reasonable judgment is likely to be asserted, Prentice may, at its option, (i) procure for you the right to continue using the affected portion of the Service, (ii) modify the affected portion of the Service so that it is non-infringing while remaining materially equivalent in functionality, or (iii) terminate the affected portion of the Service and refund any pre-paid fees attributable to the unused portion of your then-current subscription period.
Prentice has no obligation under this Section 12.2 to the extent a Covered Claim arises from (1) modifications to the Service not made or authorized by Prentice, (2) combination of the Service with other technology, content, or services not provided by Prentice, (3) use of the Service outside the scope authorized by these Terms, (4) Owner Content (which is addressed by Section 12.1(a)), or (5) your continued use of the affected portion of the Service after Prentice has provided you with a non-infringing alternative.
This Section 12.2 sets out your sole and exclusive remedy, and Prentice’s entire liability, for any third-party claim of infringement or misappropriation by the Service.
12.3 Indemnification Procedure
The party seeking indemnification under this Section 12 (the “Indemnified Party”) will (a) promptly notify the other party (the “Indemnifying Party”) of the claim (provided that failure to provide prompt notice will not relieve the Indemnifying Party of its obligations under this Section 12 except to the extent the Indemnifying Party is actually and materially prejudiced by the failure), (b) grant the Indemnifying Party reasonable control of the defense and settlement (provided that the Indemnifying Party will not settle any claim that admits liability or imposes a non-monetary obligation or restriction on the Indemnified Party without the Indemnified Party’s prior written consent, not to be unreasonably withheld), and (c) provide reasonable cooperation at the Indemnifying Party’s expense. The Indemnified Party may participate in the defense with counsel of its own choosing at its own expense.
13. Limitation of Liability
13.1 No Indirect Damages
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUES, OR LOSS OF DATA, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
13.2 Aggregate Cap
TO THE MAXIMUM EXTENT PERMITTED BY LAW, PRENTICE’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE GREATER OF (A) US$100 OR (B) THE FEES YOU PAID TO PRENTICE FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
13.3 Carve-Outs and Super Cap
The limitations in Sections 13.1 and 13.2 do not apply to (a) Prentice’s willful misconduct, or (b) Prentice’s obligation to indemnify under Section 12.2; provided, however, that Prentice’s aggregate liability for the matters in this Section 13.3 will not exceed an amount equal to two (2) times the cap stated in Section 13.2 (the “Super Cap”).
14. Term and Termination
14.1 Term
These Terms begin on the date you accept them and continue until terminated as set out in this Section 14.
14.2 Termination by You
You may terminate by cancelling your subscription under Section 4.4 or by closing your account through Prentice’s web app or by emailing support@meetprentice.com. Termination is effective at the end of the then-current paid period.
14.3 Suspension and Termination by Prentice
(a) Emergency suspension. Prentice may suspend or terminate your access to the Service immediately, without prior notice, if Prentice reasonably believes that (i) you have engaged in conduct prohibited by Section 8.1 (Restricted Data Categories), Section 8.2 (Restricted Industries), or Section 8.4 (Unlawful Activity), (ii) your continued use of the Service exposes Prentice or any sub-processor to imminent legal, regulatory, or carrier risk, (iii) you have engaged in fraudulent or willfully harmful activity, or (iv) immediate suspension is necessary to protect the security or integrity of the Service. Prentice will provide you with written notice of the basis for an emergency suspension or termination within twenty-four (24) hours after the action.
(b) Non-emergency termination for material breach. For any other material breach of these Terms by you, Prentice will provide you with written notice describing the breach and a ten (10) business day cure period. If you fail to cure the breach within that period, Prentice may terminate your access to the Service on written notice.
(c) Failed payment. If your payment method is declined and you do not cure within a reasonable period after notice, Prentice may suspend or terminate your access to the Service.
14.4 Effect of Termination
Upon termination, your right to access the Service ends. Data export. For a period of thirty (30) days following termination, Prentice will, on your written request, make available to you a machine-readable export of your account data (including Owner Content and conversation history, but excluding Prentice’s confidential operational data such as full audit logs and the raw form of Learned Knowledge). Deletion. Within ninety (90) days following termination, Prentice will delete your account’s data, including Learned Knowledge and the implicit edit-history pool in the primary datastore associated with your account, subject to backups that follow ordinary rotation cycles. Survival. Provisions that by their nature should survive termination (including Sections 6, 7.2, 7.3, 7.4, 8, 11, 12, 13, 14.4, 15, and 16) will survive.
15. Changes to These Terms; Sub-Processors
15.1 Changes to Terms
Prentice may update these Terms from time to time. Material changes will be notified to you at least thirty (30) days before they take effect (or longer if required by law) by email, in-product notice, or both. Your continued use of the Service after the effective date of a change constitutes acceptance of the updated Terms.
15.2 Sub-Processors
Prentice will provide at least fourteen (14) days’ advance notice of any material new sub-processor by in-product notice or email. If you reasonably object to a new sub-processor on data-protection grounds within the notice period, Prentice will use commercially reasonable efforts to identify and use an alternate sub-processor that is functionally equivalent to the proposed new sub-processor for your account. If Prentice is unable to identify and implement such an alternate sub-processor within a reasonable period, you may terminate the Service by written notice, and Prentice will refund any pre-paid fees attributable to the period after termination. Emergency replacement. Notwithstanding the foregoing, where, in Prentice’s reasonable judgment, Prentice is required to replace a sub-processor on an expedited basis to avoid or mitigate a material risk to the Service or to Owner Content (including a security incident at, insolvency or service failure of, or material change to the published terms or practices of, an incumbent sub-processor), Prentice may engage a replacement sub-processor without complying with the advance-notice or alternate-sub-processor procedures above. Prentice will
give you notice of the replacement promptly and in any event within seven (7) days after the replacement takes effect. List on request. Prentice maintains an up-to-date list of its material sub-processors and will provide that list to you on written request to legal@meetprentice.com.
16. Governing Law; Arbitration; Class Waiver; Jury Waiver
16.1 Governing Law
These Terms are governed by the laws of the State of Texas, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
16.2 Binding Arbitration
Informal dispute resolution first. Before initiating arbitration, the party intending to bring a claim must send written notice of the claim to the other party (to legal@meetprentice.com for claims against Prentice, or to the email address on the Owner's account for claims against the Owner). The notice must describe the nature and basis of the claim and the relief sought. The parties will then negotiate in good faith for at least sixty (60) days to resolve the claim. Any applicable statute of limitations or contractual limitations period (including under Section 16.7) will be tolled during the informal-dispute-resolution period. Neither party may initiate arbitration of a claim until the sixty (60) day period has run, except for the carve-out claims described in Section 16.4.
Please read this section carefully — it affects your legal rights. This Section 16 is governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq. Except as otherwise provided in Section 16.4, you and Prentice agree that any dispute, claim, or controversy arising out of or related to these Terms or the Service will be resolved by final and binding individual arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules and, where applicable, its Consumer Arbitration Rules. The arbitration will be conducted in English, with the hearing location in Austin, Texas (or remotely if the parties agree). The arbitrator will have authority to grant any relief that a court could grant. Judgment on the award may be entered in any court of competent jurisdiction.
Confidentiality. The existence and content of any arbitration proceeding under this Section 16, including any pleadings, evidence, hearing transcripts, and the arbitrator's award, are confidential and may not be disclosed by either party except (i) as necessary to prepare for or conduct the arbitration, (ii) as necessary to confirm, modify, vacate, or enforce the award, (iii) as required by applicable law or by a court or regulator of competent jurisdiction, or (iv) with the prior written consent of the other party. This confidentiality obligation does not limit either party's separate rights and obligations under Section 11 (Confidentiality).
Fees and costs. Except as the applicable AAA rules require Prentice to bear filing or administrative fees, each party will bear its own attorneys' fees and costs in any arbitration or
court proceeding arising out of or related to these Terms or the Service, regardless of which party prevails. This Section does not limit the arbitrator's authority to award fees and costs where required by a statute under which the claim arises.
16.3 Class-Action Waiver
YOU AND PRENTICE AGREE TO ARBITRATE INDIVIDUALLY. NO ARBITRATION OR PROCEEDING WILL BE COMBINED WITH ANOTHER WITHOUT THE PRIOR WRITTEN CONSENT OF ALL PARTIES TO ALL AFFECTED ARBITRATIONS OR PROCEEDINGS. YOU AND PRENTICE EACH WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION.
Notwithstanding the foregoing, nothing in this Section 16.3 waives, prevents, or limits any right to bring a representative action under California’s Private Attorneys General Act of 2004 (“PAGA”) where required by applicable law.
Coordinated proceedings. If twenty-five (25) or more demands for arbitration that involve substantially similar facts and legal claims are filed against Prentice within a ninety (90) day period by claimants represented by the same counsel or by coordinated counsel, those demands will be administered as a single coordinated proceeding under any AAA mass-arbitration or batch-arbitration supplementary rules then in effect, or, if no such rules are in effect, in batches of up to ten (10) demands at a time selected by the AAA. The parties will work with the AAA in good faith to identify representative claims, sequence the batches, and coordinate scheduling to promote efficient resolution. The applicable statute of limitations and the limitations period in Section 16.7 are tolled for each claimant whose demand is held pending the coordinated proceeding.
Severability of dispute-resolution provisions. The class-action waiver in this Section 16.3 is an essential part of the parties' agreement to arbitrate. If the class-action waiver is held unenforceable with respect to any particular claim, then (i) that claim, and only that claim, will be severed from this Section 16 and resolved in a court of competent jurisdiction in Travis County, Texas (subject to Section 16.5, which remains in full force), and (ii) the agreement to arbitrate in Section 16.2, the class-action waiver in this Section 16.3, and the jury-trial waiver in Section 16.5 will remain in full force and effect for all other claims and as to all other persons. Under no circumstance will any class, collective, or representative claim be arbitrated, and the arbitrator has no authority to consolidate the claims of more than one claimant or to preside over any form of class or representative proceeding.
16.4 Carve-Outs from Arbitration
Either party may bring (a) an action in small-claims court for any claim within that court’s jurisdictional limits, and (b) an action in court for injunctive or other equitable relief to protect its intellectual property, confidential information, or operational integrity, in each case without triggering Sections 16.2 or 16.3.
16.5 Jury-Trial Waiver
TO THE EXTENT ANY CLAIM IS PERMITTED TO PROCEED IN COURT (INCLUDING UNDER SECTION 16.4), YOU AND PRENTICE EACH IRREVOCABLY WAIVE ANY RIGHT TO TRIAL BY JURY.
16.6 30-Day Opt-Out
You may opt out of the arbitration provision in Section 16.2 and the class-action waiver in Section 16.3 (but not the rest of these Terms) by sending Prentice a written notice within 30 days of the date you first accepted these Terms. The notice must include your name, your business name, and a statement that you opt out of arbitration. Send the notice to legal@meetprentice.com.
16.7 Limitations Period.
To the maximum extent permitted by applicable law, any claim or cause of action arising out of or related to these Terms or the Service must be brought within one (1) year after the claim or cause of action accrues. Any claim brought after that period is permanently barred. This Section 16.7 does not apply to claims that cannot, as a matter of applicable law, be subject to a contractual limitations period.
17. Miscellaneous
(a) Entire Agreement. These Terms (together with the Privacy Policy and any order forms or written agreements between us) are the entire agreement between you and Prentice.
(b) Notices. Prentice may send you notices by email to the address on your account, by SMS, or by in-product notice. You will send Prentice notices by email to legal@meetprentice.com. Notices are effective on receipt.
(c) Assignment. You may not assign these Terms without Prentice’s prior written consent. Prentice may assign these Terms in connection with a merger, acquisition, financing, reorganization, or sale of assets.
(d) No Waiver. Failure to enforce a provision is not a waiver.
(e) Severability. If any provision is unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full force and effect.
(f) Force Majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control, including without limitation acts of God, war, terrorism, civil unrest, government action or order, pandemic or epidemic, natural disaster, fire, flood, or earthquake, internet or telecommunications outages, denial-of-service or other cyberattacks, and failures of any sub-processor or upstream service provider.
(g) Electronic Communications. You consent to receive communications from Prentice electronically (email, SMS, in-product). Electronic communications satisfy any legal requirement that a communication be in writing.
(h) Independent Contractors. The parties are independent contractors; nothing in these Terms creates a partnership, agency, joint venture, or employment relationship.
18. Contact
Prentice, LL
2400 State Highway 121, Euless, TX 76039
legal@meetprentice.com
