Welcome to BePrepared.
This BePrepared Services Agreement (“Agreement”) is a legal agreement between BePrepared. A.B.N. 90 643 555 711 (“BePrepared”, “we” or “us”) and the entity or person (“you”, “your”, or “user”) who registered on the BePrepared App page (https://app.prepared.ly) to receive certain content creation, storage and distribution business services that may be offered by BePrepared and its affiliates (each, a “Service”). This Agreement describes the terms and conditions that apply to your use of the Services.
You may not access or use any Services unless you agree to abide by all of the terms and conditions in this Agreement.
Section A: General Terms
1. Overview of this Agreement
This Agreement provides a general description of the Services BePrepared may provide to you, including those allowing you to create documents, upload and store files, and the delivery of such items upon your death. We provide you with a more detailed description of the Services through published resources we make available to you on our website.
Before using the Services, you must register with BePrepared and create an account (a “BePrepared Account”).
2. Your BePrepared Account
a. Registration and Permitted Activities: Only individuals are permitted to apply for a BePrepared Account to use the Services described in this Agreement. Businesses, charities and other legal entities are not considered ‘persons’ and are not permitted. A person can only sign up representing themselves, and may not do in impersonation of another. Prepared.ly and its affiliates may provide Services to you or your affiliates in other countries or regions under separate agreements.
To register for a BePrepared Account, you or the person submitting the application (your “Representative”) must provide us with your name, email address, phone number, date of birth and address. We may also collect personal information (including name, phone number, email and address) about your beneficial executives and inheritors (your “Recipients”).
If you use our Email Services, your name (or the name used to identify you) may appear on your recipients email. To minimize confusion and avoid potential disputes, your name must be recognizable to your Recipients. You may only use Emails to facilitate warranted communication (as defined below) with your Recipients. You may not use Emails to send revenge messages, cruel, racist or otherwise inappropriate communications.
b. Representative: You and your Representative individually affirm to BePrepared that your Representative is authorised to provide the information described in this Section A.2 on your behalf and to bind you to this Agreement. We may require you or your Representative to provide additional information or documentation demonstrating your Representative’s authority. Without the express written consent of Prepared.ly, neither you nor your Representative may register or attempt to register for a Prepared.ly Account on behalf of a user Prepared.ly previously terminated from use of the Services.
c. Validation: At any time during the term of this Agreement and your use of the Services, we may require additional information from you to verify beneficial ownership or control, validate information you provided, verify you or your Representative’s identity, and assess the risk associated with your account. This additional information may include copies of government-issued identification.
You authorise us to retrieve information about you from our service providers, including credit and information bureaus. You acknowledge that this may include your name, addresses, credit history, and other data about you or your Representative. You acknowledge that we may use your information to verify any other information you provide to us, and that any information we collect may affect our assessment of your overall risk to our business. You acknowledge that in some cases, such information may lead to suspension or termination of your BePrepared Account. BePrepared may periodically update this information as part of our risk analysis procedures.
d. Keeping your BePrepared Account Current: You agree to keep the information in your BePrepared Account current. You must promptly update your BePrepared Account with any changes affecting you, the nature of your communication methods, your Representatives, beneficial recipients, or any other pertinent information. We may suspend your BePrepared Account or terminate this Agreement if you fail to keep this information current.
3. Your Relationship with Your Recipients
You may only use the Services for legitimate communications with your Recipients. You know your Recipients better than we do, and you are responsible for your relationship with them. BePrepared is not responsible for the items or communications you create or upload, or that your Recipients receive from your using of the Services; You affirm that you are solely responsible for the nature and quality of the items you provide. Additionally, you may only use Prepared.ly to communicate with those that wish to receive communications from you. Failure to do so can result in termination of your account.
BePrepared provides Services to you but we have no way of knowing if any particular piece of information, file, record, or other data (each a “Item”) is accurate or correct, or whole. You are responsible for knowing whether a Item assigned for your Recipient is erroneous (such as uploading a file for a Recipient when you meant to upload another) or suspicious (such as unusual or large data size, or a odd glitch in the document when this does not usually occur). If you are unsure if a Item is erroneous or corrupt, you agree to research the Item and, if necessary, delete and recreate it if found to be erroneous. You are solely responsible for any losses you incur due to erroneous or corrupt Items in connection with your use of the Services.
4. Fees and Fines
BePrepared will provide the Services to you at the rates and for the fees (“Fees”) described in the Fee Schedule, linked here and incorporated into this Agreement. The Fees include annual charges for Services (such as the subscription for your account). We may revise the Fees at any time upon 30 days’ notice to you. We may charge additional Fees for additional services.
5. BePrepared Account and Support
We will provide you with support to resolve general issues relating to your Prepared.ly Account and your use of the Services. This support includes resources and documentation that we make available to you through the current versions of Prepared.ly’s support pages, knowledge base, and other pages on our website (collectively, “Documentation”). The most efficient way to get answers to your questions is to review our Documentation.
6. Service Limitations, Prohibited Activities, and Security Controls
a. Compliance with Applicable Laws: You must use the Services in a lawful manner, and must obey all laws, rules, and regulations (“Laws”) applicable to your use of the Services.s.
b. Restricted Activities: You may not use the Services, for your benefit or the benefit of another, for any activities Prepared.ly has identified as a unlawful or unethical (collectively, “Restricted Activities”). Restricted Activities include use of the Services in or for the benefit of a country, organisation, entity, or person embargoed or blocked by any government, including those on sanctions lists identified by the United States or Australia, with intent to cause physical or emotional harm to others, or to confess to crimes post humorously.
We may add to or update the Restricted Activities List at any time.
c. Other Restricted Activities: You may not use the Services to facilitate illegal actions or to permit others to use the Services for such activities. In addition, you may not allow, and may not allow others to: (i) access or attempt to access non-public Prepared.ly systems, programs, data, or services; (ii) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any data, content, or any part of the Services, Documentation, or our website except as expressly permitted by applicable Laws; (iii) act as service bureau or pass-through agent for the Services with no added value to Customers; (iv) transfer any rights granted to you under this Agreement; (v) work around any of the technical limitations of the Services or enable functionality that is disabled or prohibited; (vi) reverse engineer or attempt to reverse engineer the Services except as expressly permitted by Laws; (vii) perform or attempt to perform any actions that would interfere with the normal operation of the Services or affect use of the Services by our other users; or (ix) impose an unreasonable or disproportionately large load on the Service.
d. Security Controls: We may provide or suggest security procedures and controls intended to reduce the risk to you of fraud or comprise (“Security Controls”). You agree to review the Security Controls and the Documentation that we provide to you, and to select the Security Controls that meet your personal requirements. If you believe that the Security Controls we provide are insufficient, then you agree to separately implement additional controls that meet your requirements. You may review some of the details of our Security Controls on our website.
7. Suspicion of Unauthorised or Illegal Use
We may refuse, condition, or suspend any account that we believe may violate this Agreement or other agreements you may have with Prepared.ly; or that expose you, Prepared.ly, or others to risks unacceptable to Prepared.ly. If we suspect or know that you are using or have used the Services for unauthorised, fraudulent, or illegal purposes, we may share any information related to such activity with the appropriate, regulatory authority, or law enforcement agency consistent with our legal obligations. This information may include information about you, your Prepared.ly Account, your Recipients, and content made through your use of the Services.
8. Disclosures and Notices; Electronic Signature Consent
a. Consent to Electronic Disclosures and Notices: By registering for a Prepared.ly Account, you agree that such registration constitutes your electronic signature, and you consent to electronic provision of all disclosures and notices from Prepared.ly (“Notices”), including those required by Law. You also agree that your electronic consent will have the same legal effect as a physical signature.
b. Methods of Delivery: You agree that Prepared.ly can provide Notices regarding the Services to you through our website or through the Dashboard (as defined below), or by mailing Notices to the email, phone number or physical addresses identified in your Prepared.ly Account. Notices may include notifications about your Prepared.ly Account, changes to the Services, or other information we are required to provide to you. You also agree that electronic delivery of a Notice has the same legal effect as if we provided you with a physical copy. We will consider a Notice to have been received by you within 24 hours of the time a Notice is either posted to our website, texted via sms or emailed to you.
c. SMS and Text Messages: You authorise us to provide Notices to you via text message to allow us to verify your or your Representative’s control over your Prepared.ly Account (such as through two-step verification), and to provide you with other critical information about your Prepared.ly Account. Standard text or data charges may apply to such Notices.
d. Requirements for Delivery: It should come as no surprise to you that you will need a computer or mobile device, Internet connectivity, and an updated browser to access your Dashboard and review the Notices provided to you.
e. Withdrawing Consent: Due to the nature of the Services, you will not be able to begin using the Services without agreeing to electronic delivery of Notices. However, you may choose to withdraw your consent to receive Notices electronically by terminating your Prepared.ly Account.
9. Termination
a. Term and Termination: This Agreement is effective upon the date you first access or use the Services and continues until terminated by you or Prepared.ly. You may terminate this Agreement by closing your Prepared.ly Account at any time by opening the settings tab in your account settings, selecting “Delete Account” and ceasing to use the Service. If you use the Services again or register for another Prepared.ly Account, you are consenting to this Agreement. We may terminate this Agreement or close your Prepared.ly Account at any time for any reason by providing you Notice. We may suspend your Prepared.ly Account and your ability to access Items in your Prepared.ly Account, or terminate this Agreement, if (i) we determine in our sole discretion that you are ineligible for the Services because of significant legal risk, or any other risks associated with your Prepared.ly Account; (ii) you use the Services in a prohibited manner or otherwise do not comply with any of the provisions of this Agreement; or (iii) any Law requires us to do so.
b. Effects of Termination: Termination does not immediately relieve you of obligations incurred by you under this Agreement. Upon termination, you agree to complete all pending Payments owed to Prepared.ly.
In addition, upon termination you understand and agree that (i) all licences granted to you by Prepared.ly under this Agreement will end; (ii) we reserve the right (but have no obligation) to delete all of your information and account data stored on our servers within 10 days of termination; (iii) we will not be liable to you for compensation, reimbursement, or damages related to your use of the Services, or any termination or suspension of the Services or deletion of your information or account data; and (iv) you are still liable to us for any Fees, or other financial obligation incurred by you or through your use of the Services prior to termination.
Section B: Data Usage, Privacy and Security
1. Data Usage Overview
Protecting, securing, and maintaining the information processed and handled through the Services is one of our top priorities, and it should be yours too. This section describes our respective obligations when handling and storing information connected with the Services. The following terms used in this section relate to data provided to Prepared.ly by you or your Customers, or received or accessed by you through your use of the Services:
“Personal Data” means information that identifies a specific living person (not a company, legal entity, or machine) and is transmitted to or accessible through the Services.
“User Data” means information that a user uploads to their account, including but not limited to files, documents, images, videos, emails, bills and informational records.
“Payment Data” means payment account details, information communicated to or by Financial Services Providers, financial information specifically regulated by Laws and Network Rules, and any other information used to complete a transaction.
The term “Data” used without a modifier means all Personal Data, User Data and Payment Data..
Prepared.ly processes, analyses, and manages Data to: (a) provide Services to you, other Prepared.ly users, and Recipients; (b) mitigate fraud, financial loss, or other harm to users, Recipients and Prepared.ly; and (c) analyse, develop and improve our products, systems, and tools. Prepared.ly provides Data to third-party service providers, including Financial Services Providers and their affiliates, as well as Prepared.ly global affiliates, to allow us to provide Services to you and other users. We do not provide Personal Data to unaffiliated parties for marketing their products to you. You understand and consent to Prepared.ly’s use of Data for the purposes and in a manner consistent with this Section D.
2. Data Protection and Privacy
a. Confidentiality: Prepared.ly will only use User Data as permitted by this Agreement, by other agreements between you and us, or as otherwise directed by you. We will protect all Data we receive through the Services, and will not disclose or distribute any such Data, and will only use such Data in conjunction with the Services and as permitted by this Agreement or by other agreements between you and us. We will not use Personal Data for marketing unless we have received the express consent from you to do so. We may not disclose Payment Data to others except in connection with processing transactions requested by you or our agreement, and consistent with applicable Laws and Network Rules.
b. Privacy: Protection of Personal Data is very important to us. Our Privacy Policy explains how and for what purposes we collect, use, retain, disclose, and safeguard the Personal Data you provide to us. You agree to review the terms of our Privacy Policy, which we update from time to time.
You affirm that you are now and will continue to be compliant with all applicable Laws governing privacy and your use of Data that you provide to us or access through your use of the Services. You also affirm that you have obtained all necessary rights and consents under applicable Laws to disclose to Prepared.ly — or allow Prepared.ly to collect, use, retain, and disclose — any Personal Data that you provide to us or authorise us to collect, including Data that we may collect directly from using cookies or other similar means. Additionally, where required by Law or Network Rules, we may delete or disconnect your Personal Data from your Prepared.ly Account when requested to do so by the Customer.
If we become aware of an unauthorized acquisition, disclosure or loss of Personal Data on our systems, we will notify you consistent with our obligations under applicable Law. We will also notify you and provide you sufficient information regarding the unauthorized acquisition, disclosure or loss to help you mitigate any negative impact.
d. Data Transfers. We may disclose your Personal Information (as that term is defined in the Privacy Act 1988 (Cth)) to our related entities or third parties located in countries where the laws on the collection, use and disclosure of Personal Information are less stringent or protective than Australia. If you enter this agreement, you consent to the disclosure of your Personal Information overseas and Australia Privacy Principle 8.1 (as set out in the Privacy Act 1988 (Cth)) will not apply to this disclosure.
3. Security and Fraud Controls
a. Prepared.ly’s Security: Prepared.ly is responsible for protecting the security of Data in our possession. We will maintain commercially reasonable administrative, technical, and physical procedures to protect User Data and Personal Data stored in our servers from unauthorised access, accidental loss, modification, or breach, and we will comply with applicable Laws and Network Rules when we handle User and Personal Data. However, no security system is impenetrable and we cannot guarantee that unauthorised parties will never be able to defeat our security measures or misuse any Data in our possession. You provide User Data and Personal Data to Prepared.ly with the understanding that any security measures we provide may not be appropriate or adequate for your personal circumstances, and you agree to implement the Security Controls and any additional controls that meet your specific requirements. In our sole discretion, we may take any action, including suspension of your Prepared.ly Account, to maintain the integrity and security of the Services or Data, or to prevent harm to you, us, Recipients or others. You waive any right to make a claim against us for losses you incur that may result from our actions.
b. Your Security: You are solely responsible for the security of any Data on your computer, phone, that’s in your possession, or that you are otherwise authorised to access or handle.
c. Security and Fraud Controls: We may provide or suggest Security Controls to you, but we cannot guarantee that you will never become a victim of fraud. Any Security Controls we provide or suggest may include processes or applications developed by Prepared.ly, its affiliates, or other companies. You agree to review all the Security Controls we suggest and choose those that are appropriate for your business to protect against unauthorised access or transactions and, if appropriate, independently implement other security procedures and controls not provided by us. If you disable or fail to properly use Security Controls, you will increase the likelihood of unauthorised access, fraud, losses, and other similar occurrences. We may assist you with recovering lost funds, but you are solely responsible for losses due to lost or stolen credentials or accounts, compromise of your username or password, and any other unauthorised use or modification of your Prepared.ly Account. Prepared.ly is not liable or responsible to you and you waive any right to bring a claim against us for any losses that result from the use of lost or stolen credentials or accounts to engage in fraudulent actions, unless such losses result from Prepared.ly’s wilful or intentional actions. Further, you will fully reimburse us for any losses we incur that result from the use of lost or stolen credentials or accounts.
Section C: Additional Legal Terms
1. Right to Amend
We have the right to change or add to the terms of this Agreement at any time, and to change, delete, discontinue, or impose conditions on use of the Services by posting such changes on our website or any other website we maintain or own. We may provide you with Notice of any changes through the Dashboard, via email, or through other means. Your use of the Services, after we publish any such changes on our website, constitutes your acceptance of the terms of the modified Agreement.
2. Assignment
You may not assign this Agreement, any rights or licences granted in this Agreement, or operation of your Prepared.ly Account to others.
3. Right to Audit
If we believe that a security breach, leak, loss, or compromise of Data has occurred on your systems affecting your compliance with this Agreement, we may require you to permit a third-party auditor approved by us to conduct a security audit of your systems. The auditor will issue a report to us.
4. No Agency; Third-Party Services
Nothing in this Agreement serves to establish a partnership, joint venture, or other agency relationship between you and us. Each party to this Agreement, is independent.
We may reference or provide access to third-party services, products, and promotions that utilize, integrate, or provide ancillary services to the Services (“Third-Party Services”). These Third-Party Services are provided for your convenience only and do not constitute our approval, endorsement, or recommendation of any such Third-Party Services for you. You access and use any Third-Party Service based on your own evaluation and at your own risk. You understand that your use of any Third-Party Service is not governed by this Agreement. If you decide to use a Third-Party Service, you will be responsible for reviewing, understanding and accepting the terms and conditions associated with its use. We expressly disclaim all responsibility and liability for your use of any Third-Party Service. Please also remember that when you use a Third-Party Service, our Privacy Policy is no longer in effect. Your use of a Third-Party Service, including those that have a link on our website, is subject to that Third-Party Service’s own terms of use and privacy policies.
5. Force Majeure
Neither party will be liable for any delays in processing or other nonperformance caused by telecommunications, utility, failures, or equipment failures; labor strife, riots, war, or terrorist attacks; nonperformance of our vendors or suppliers, fires or acts of nature; or any other event over which the respective party has no reasonable control. However, nothing in this section will affect or excuse your liabilities or your obligation to pay Fees under this Agreement.
6. Your Liability For Third-Party Claims Against Us
You agree to defend Prepared.ly, our affiliates, and their respective employees, agents, and service providers (each a “Prepared.ly Entity”) against any claim, suit, demand, loss, liability, damage, action, or proceeding (each, a “Claim”) brought by a third party against a Prepared.ly Entity, and you agree to fully reimburse the Prepared.ly Entities for any Claims that result from: (i) your breach of any provision of this Agreement; (ii) any Fees Fines, Disputes, Returns, or any other liability we incur that results from your use of Services.
7. Representations and Warranties
By accepting the terms of this Agreement, you represent and warrant that: (a) you are eligible to register and use the Services and have the authority to execute and perform the obligations required by this Agreement; (b) any information you provide us about your business, products, or services is accurate and complete; (c) you will comply with all Laws applicable to your use of the Services; (d) you will not use the Service, directly or indirectly, for any fraudulent or illegal undertaking, or to interfere in any manner with the normal operation of the Service.
8. No Warranties
WE PROVIDE THE SERVICES “AS IS” AND “AS AVAILABLE”, WITHOUT ANY EXPRESS, IMPLIED, OR STATUTORY WARRANTIES OF TITLE, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR ANY OTHER TYPE OF WARRANTY OR GUARANTEE. NO DATA, DOCUMENTATION OR ANY OTHER INFORMATION PROVIDED BY PREPARED.LY OR OBTAINED BY YOU FROM OR THROUGH THE SERVICES — WHETHER FROM PREPARED.LY OR ANOTHER PREPARED.LY ENTITY, AND WHETHER OR ORAL OR WRITTEN — CREATES OR IMPLIES ANY WARRANTY FROM A PREPARED.LY ENTITY TO YOU.
THE PREPARED.LY ENTITIES DISCLAIM ANY KNOWLEDGE OF, AND DO NOT GUARANTEE: (a) THE ACCURACY, RELIABILITY, OR CORRECTNESS OF ANY DATA PROVIDED THROUGH THE SERVICES; (b) THAT THE SERVICES WILL MEET YOUR SPECIFIC NEEDS OR REQUIREMENTS; (c) THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, OR WILL FUNCTION IN AN UNINTERRUPTED MANNER OR BE SECURE; (d) THAT PREPARED.LY WILL CORRECT ANY DEFECTS OR ERRORS IN THE SERVICE, DOCUMENTATION, OR DATA; OR (e) THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL CODE. USE OF DATA YOU ACCESS OR DOWNLOAD THROUGH THE SERVICES IS DONE AT YOUR OWN RISK — YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, LOSS OF DATA, OR ANY OTHER LOSS THAT RESULTS FROM SUCH ACCESS OR DOWNLOAD.
NOTHING IN THIS AGREEMENT OPERATES TO EXCLUDE, RESTRICT OR MODIFY THE APPLICATION OF ANY IMPLIED CONDITION, WARRANTY OR GUARANTEE, OR THE EXERCISE OF ANY RIGHT OR REMEDY, OR THE IMPOSITION OF ANY LIABILITY UNDER LAW WHERE TO DO SO WOULD: (A) CONTRAVENE THAT LAW; OR (B) CAUSE ANY TERM OF THIS AGREEMENT TO BE VOID.
To the extent that you acquire goods or services from Prepared.ly as a consumer within the meaning of the Australian Consumer Law, you have certain rights and remedies (including consumer guarantee rights) that cannot be excluded, restricted or modified by agreement. To the extent that the Australian Consumer Law permits Prepared.ly to limit its liability, then Prepared.ly’s liability shall be limited to: (a) in the case of services, supplying the services again or payment of the cost of having the services supplied again; and (b) in the case of goods, replacing the goods, supplying equivalent goods or repairing the goods, or payment of the cost of replacing the goods, supplying equivalent goods or having the goods repaired.
9. Limitation of Liability
Under no circumstances will any Prepared.ly Entity be responsible or liable to you for any indirect, punitive, incidental, special, consequential, or exemplary damages resulting from your use or inability to use the Services or for the unavailability of the Services, for lost profits, personal injury, or property damage, or for any other damages arising out of, in connection with, or relating to this Agreement or your use of the Services, even if such damages are foreseeable, and whether or not you or the Prepared.ly Entities have been advised of the possibility of such damages. The Prepared.ly Entities are not liable, and deny responsibility for any damages, harm, or losses to you arising from or relating to hacking, tampering, or other unauthorised access or use of the Services, your Prepared.ly Account, or Data, or your failure to use or implement anti-fraud measures, the Security Controls, or any other data security measure. The Prepared.ly Entities further deny responsibility for all liability and damages to you or others caused by (a) your access or use of the Services inconsistent with the Documentation; (b) any unauthorised access of servers, infrastructure, or Data used in connection with the Services; (c) interruptions or cessation of the Services; (d) any bugs, viruses, or other harmful code that may be transmitted to or through the Services; (e) any errors, inaccuracies, omissions, or losses in or to any Data provided to us; (f) third-party content provided by you; or (g) the defamatory, offensive, or illegal conduct of others.
You agree to limit any additional liability not disclaimed or denied by the Prepared.ly Entities under this Agreement to your direct and documented damages; and you further agree that under no circumstances will any such liability exceed in the aggregate the amount of Fees paid by you to Prepared.ly during the three-month period immediately preceding the event that gave rise to your claim for damages.
These limitations on our liability to you will apply regardless of the legal theory on which your claim is based, including contract, tort (including negligence), strict liability, or any other theory or basis.
10. Responding to Legal Process
Prepared.ly may respond to and comply with any writ of attachment, lien, levy, subpoena, warrant, or other legal order (“Legal Process”) that we believe to be valid. Where permitted by Law, we will make reasonable efforts to provide you Notice of such Legal Process by sending a copy to the email address we have on file for you. Prepared.ly is not responsible for any losses, whether direct or indirect, that you may incur as a result of our response or compliance with a Legal Process.
11. Dispute Resolution; Agreement to Arbitrate
a. Binding Arbitration: Any dispute, controversy or claim arising out of or relating to this contract, including the formation, interpretation, breach or termination thereof, including whether the claims asserted are arbitrable, will be referred to and finally determined by arbitration in accordance with the Resolution Institute Arbitration Rules. Unless the parties agree upon an arbitrator, either party may request a nomination from the Chair of Resolution Institute. The place of the arbitration will be Melbourne, Australia. The language to be used in the arbitral proceedings will be English. Judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof.
This Agreement and the rights of the parties hereunder shall be governed and construed in accordance with the laws of Victoria, Australia, exclusive of conflict or choice of law rules. Nothing in this paragraph will preclude the parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
b. Service of Process: Each party hereby irrevocably and unconditionally consents to service of process through personal service at their primary address. Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted by Law.
c. Class Waiver: To the fullest extent permitted by Law, each of the parties agrees that any dispute arising out of or in connection with this Agreement, whether in arbitration or in court, 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 arbitration, each party knowingly and irrevocably waives any right to trial by jury in any action, proceeding or counterclaim arising out of or relating to this Agreement or any of the transactions contemplated between the parties.
d. Provision of an Award: Subject to the limitations of liability identified in this Agreement, the appointed arbitrators may award monetary damages and any other remedies allowed by Law. In making a determination, the arbitrator will not have the authority to modify any term or provision of this Agreement. The arbitrator will deliver a reasoned written decision with respect to the dispute (the “Award”) to each party, who will promptly act in accordance with the Award. Any Award (including interim or final remedies) may be confirmed in or enforced by any court having jurisdiction over either party or its assets. The decision of the arbitrator will be final and binding on the parties, and will not be subject to appeal or review.
e. Fees: Each party will advance one-half of the fees and expenses of the arbitrator, the costs of the attendance of the court reporter at the arbitration hearing, and the costs of the arbitration facility. In any arbitration arising out of or related to this Agreement, the arbitrator will award to the prevailing party, if any, the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with those aspects of its claims or defenses on which it prevails, and any opposing awards of costs and attorneys’ fees awards will be offset.
f. Confidentiality: The parties will maintain the confidential nature of the arbitration proceeding, the hearing and the Award, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, or confirmation of an Award or its enforcement, or unless otherwise required by applicable Laws. The parties, witnesses, and arbitrator will treat as confidential and will not disclose to any third person (other than witnesses or experts) any documentary or other evidence produced in any arbitration hereunder, except as required by Law or except if such evidence was obtained from the public domain or was otherwise obtained independently from the arbitration.
g. Conflict of Rules: In the case of a conflict between the provisions of this Section E.11.g and the rules governing arbitration identified in Section E.11.a, the provisions of this Section E.11.g will prevail. If any provision of this agreement to arbitrate is held invalid or unenforceable, it will be so held to the minimum extent required by Law and all the other provisions will remain valid and enforceable.
12. Entire Agreement
This Agreement and all policies and procedures that are incorporated by reference constitute the entire agreement between you and Prepared.ly for provision and use of the Services. Except where expressly stated otherwise in a writing executed between you and Prepared.ly, this Agreement will prevail over any conflicting policy or agreement for the provision or use of the Services. This Agreement sets forth your exclusive remedies with respect to the Services. If any provision or portion of this Agreement is held to be invalid or unenforceable under Law, then it will be reformed and interpreted to accomplish the objectives of such provision to the greatest extent possible, and all remaining provisions will continue in full force and effect.
12. Survival
All provisions of this Agreement that give rise to a party’s ongoing obligation will survive termination of this Agreement.
Thanks for using Prepared.ly! Here we describe how we collect, use, and handle your personal data when you use our websites, software, and services (“Services”).
What & Why
We collect and use the following information to provide, improve, protect, and promote our Services.
Account information. We collect, and associate with your account, the necessary information you provide to us when you do things such as sign up for your account, upgrade to a paid plan, and set up two-factor authentication. This includes your name, email address, phone number, payment info, and physical address. This information is obfuscated.
Your Records and Uploads. Our Services are designed as a simple way for you to create informational records, store your files, and pass on such items when the time arrives (“Your Items”). To make that possible, we store, process, and transmit Your Items as well as information related to them. This related information includes your name, as well as things like the size of the file, the time it was uploaded and usage activity.
Contacts. When you add a person to your account, you may choose to give us the right to message them – to make it easy for you to share Your Items and invite others to use the Services.
Usage information. We collect information related to how you use the Services, including actions you take in your account (like editing, viewing, saving and creating files or folders). We use this information to provide, improve, and promote our Services, and protect Prepared.ly users.
Device information. We also may collect information from and about the devices you use to access the Services. This includes things like IP addresses, the type of browser and device you use, the web page you visited before coming to our sites, and identifiers associated with your devices. Your devices (depending on their settings) may also transmit location information to the Services. For example, we use device information to detect abuse and identify and troubleshoot bugs.
Cookies and other technologies. We use technologies like cookies and pixel tags to provide, improve, protect, and promote our Services. For example, cookies help us with things like keeping you logged in when you leave our page, understanding how you are interacting with our Services, and improving them based on that information. You can set your browser to not accept cookies, but this may limit your ability to use the Services. We may also choose to use third-party service providers that set cookies and similar technologies to promote Prepared.ly services.
Marketing. We give users the option to use some of our Services free of charge. These free Services are made possible by the fact that some users upgrade to one of our paid Services. If you register for our Services, we will, from time to time, send you information about upgrades when permissible. Users who receive these marketing materials can opt out at any time. If you don’t want to receive a particular type of marketing material from us, click the ‘unsubscribe’ link in the corresponding emails.
Bases for processing your data. We collect and use the personal data described above in order to provide you with the Services in a reliable and secure manner. We also collect and use personal data for our legitimate business needs. To the extent we process your personal data for other purposes, we ask for your consent in advance or require that our partners obtain such consent.
With Whom
We may share information as discussed below, but we won’t sell it to advertisers or other third parties.
Others working for and with Prepared.ly. Prepared.ly uses certain trusted third parties (for example, providers of customer support and IT services) for the business purposes of helping us provide, improve, protect, and promote our Services. These third parties will access your information to perform tasks on our behalf, and we’ll remain responsible for their handling of your information per our instructions.
Other users. Our Services display information like your name, profile picture and, email address to other users you choose to share with.
Certain features let you make additional information available to others.
Law & Order and the Public Interest. We may disclose your information to third parties if we determine that such disclosure is reasonably necessary to: (a) comply with any applicable law, regulation, legal process, or appropriate government request; (b) protect any person from death or serious bodily injury; (c) prevent fraud or abuse of Dropbox or our users; (d) protect Dropbox’s rights, property, safety, or interest; or (e) perform a task carried out in the public interest.
Stewardship of your data is critical to us and a responsibility that we embrace. We believe that your data should receive the same legal protections regardless of whether it’s stored on our Services or on your home computer’s hard drive. We’ll abide by the following Government Request Principles when receiving, scrutinizing, and responding to government requests (including national security requests) for your data:
- Be transparent
- Fight blanket requests
- Protect all users, and
- Provide trusted services.
How
Security. We have people dedicated to keeping your information secure and testing for vulnerabilities. We continue to work on features to keep your information safe in addition to things like two-factor authentication, encryption of files at rest, and alerts when new devices and apps are linked to your account. We deploy automated technologies to detect abusive behavior and content that may harm our Services, you, or other users.
User Controls. You can access, amend, download, and delete your personal information by logging into your Prepared.ly account and going to your account settings page.
Retention. When you sign up for an account with us, we’ll retain information you store on our Services for as long as your account exists or as long as we need it to provide you the Services. If you delete your account, we’ll initiate deletion of this information within 30 days. But please note: (1) there might be some latency in deleting this information from our servers and back-up storage; and (2) we may retain this information if necessary to comply with our legal obligations, resolve disputes, or enforce our agreements.
Where
Around the world. To provide you with the Services, we may store, process, and transmit data in Australia and locations around the world—including those outside your country. Data may also be stored locally on the devices you use to access the Services.
Your Control and Access of Your Data
You have control over your personal data and how it’s collected, used, and shared. For example, you can:
- Delete Your Items in your Prepared.ly account. This is accomplished via the settings panel within your account.
- Change or correct personal data. You can manage your account and the content contained in it, as well as edit some of your personal data, through your account settings page.
- Access and take your data elsewhere. You can access your personal data from your Prepared.ly account and you can download a copy of Your Items in a machine readable format. You can also ask us for a copy of personal data you provided to us or that we’ve collected, the business or commercial purpose for collecting it, the types of sources we got it from, and types of third parties we’ve shared it with.
- Object to the processing of your personal data. Depending on the processing activity, you can request that we stop or limit processing of your personal data.
Changes
If we’re involved in a reorganization, merger, acquisition, or sale of our assets, your data may be transferred as part of that deal. We’ll notify you (for example, via a message to the email address associated with your account) of any such deal and outline your choices in that event.
We may revise this Privacy Policy from time to time, and will post the most current version on our website. If a revision meaningfully reduces your rights, we will notify you.