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Prentis Technologies, Inc.

Terms of Use

Effective Date: July 16, 2026  |  Last Updated: July 16, 2026

Introduction

Welcome to Prentis Technologies, Inc. We operate two AI-powered platforms for the HVAC skilled trades: (1) the Prentis Pre-Hire Training Program, an employer-sponsored pre-hire training and recruiting platform that prepares Candidates for careers in the skilled trades; and (2) the Prentis Field Diagnostic Platform, an AI-powered field diagnostic copilot that provides real-time guidance to HVAC technicians and apprentices during live service calls. These Terms of Use ("Terms of Use" or "Terms") govern your use of Prentis Technologies, Inc. ("Prentis," "Company," "We," "Our," "Us"), including our website, mobile application, all related widgets, tools, data, software, and other services provided by us (collectively, the "Services"). We may introduce new features from time to time, which we will communicate to you through our website or mobile application.

This document, together with our Privacy Policy and any other terms specifically referred to herein, constitutes a legally binding agreement (the "Agreement") between you and the Company in relation to your use of our Services. If you do not agree with these Terms, do not use Prentis's Services.

These Terms apply to all users of the Services. Your rights and obligations differ depending on your user type. Certain provisions apply only to users of the Prentis Pre-Hire Training Program; others apply only to users of the Prentis Field Diagnostic Platform; and others apply to all users of both. Sections applicable to only one product are clearly labeled. A single individual may hold more than one user type simultaneously. Refer to the Definitions section and Section 5 (Eligibility and User Types) for further detail.

Definitions

As used in these Terms of Use, the following capitalized terms have the meanings set forth below. Additional terms are defined throughout these Terms where they first appear. A single individual may simultaneously hold more than one user type defined herein.

"Agreement" means these Terms of Use, the Privacy Policy, and any other terms, policies, or agreements incorporated herein by reference, which together constitute the entire agreement between you and the Company.

"AI Technologies" means artificial intelligence, machine learning, large language models, automated decision-making, computer vision, natural language processing, and related technologies used by Prentis in the delivery of the Services.

"Candidate" means an individual who is enrolled in or participating in the Prentis Pre-Hire Training Program for the purpose of training, assessment, and/or potential placement in a skilled trades role.

"Company," "Prentis," "We," "Our," "Us" means Prentis Technologies, Inc., a Delaware corporation with its principal place of business in Pittsburgh, Pennsylvania.

"Content" means all information, software, text, displays, images, video, audio, training materials, simulations, assessments, AI-generated output, diagnostic guidance, and any other material available through or generated by the Services, including both materials owned by Prentis and materials submitted by users.

"Employer" means a company or other legal entity that: (a) accesses the Prentis Pre-Hire Training Program for recruiting purposes pursuant to a Master Services Agreement ("MSA") with Prentis; or (b) licenses the Prentis Field Diagnostic Platform for its workforce pursuant to a separate written enterprise agreement ("Enterprise Agreement") with Prentis.

"Enterprise Agreement" means a separate written agreement between Prentis and an Employer governing the Employer's purchase of seat licenses for the Prentis Field Diagnostic Platform for its workforce, as contemplated in Section 27.

"Indemnified Parties" means the Company and its successors, assigns, affiliates, agents, directors, officers, employees, and shareholders.

"Instructor" means an independent contractor who delivers training through the Prentis Pre-Hire Training Program pursuant to a separate written agreement with Prentis. Instructors are not employees of Prentis.

"MSA" means a Master Services Agreement executed between Prentis and an Employer governing the Employer's access to the Prentis Pre-Hire Training Program and associated recruiting services.

"Prentis Field Diagnostic Platform" means the AI-powered field diagnostic copilot application operated by Prentis that provides real-time diagnostic guidance, troubleshooting support, and technical information to HVAC technicians and apprentices during live field service calls, as described in Section 4(B). Also referred to as the "field diagnostic services" or the "Platform."

"Prentis Pre-Hire Training Program" means the employer-sponsored pre-hire training and recruiting platform operated by Prentis for the HVAC skilled trades, as described in Section 4(A). Also referred to as the "training and recruiting services" or the "Program."

"Privacy Policy" means the Prentis Technologies, Inc. Privacy Policy, as updated from time to time, which is incorporated into these Terms by reference and governs the collection, use, retention, and disclosure of personal data in connection with the Services.

"Services" means, collectively, the Prentis Pre-Hire Training Program, the Prentis Field Diagnostic Platform, the Prentis website, mobile applications, and all related tools, features, and functionality offered by Prentis to users.

"Subscriber" means an individual who creates an account for the Prentis Field Diagnostic Platform, whether accessing the free tier, a trial period, or a paid monthly subscription. All Subscribers must complete the Professional Attestation in Section 6 before accessing diagnostic features.

"Successful Referral" has the meaning set forth in Section 11.1.

"Eligible Report" has the meaning set forth in Section 11.2.

1. Acceptance of Terms

Please read these Terms of Use, and our Privacy Policy, very carefully. When prompted, please click or press "Accept" if you agree to be legally bound by all the terms and conditions herein. Your acceptance of these Terms of Use creates a legally binding contract between you and the Company. If you do not agree with any aspect of these Terms of Use, then do not click or press "Accept," in which case you may not use the Services. By accepting the Terms of Use and creating an account, you represent and warrant that the information you include on or provide through the Services is accurate, you are eighteen (18) years of age or older, and that you have the legal capacity to enter into and abide by these Terms. Subscribers to the Prentis Field Diagnostic Platform must additionally satisfy the Professional Attestation requirements in Section 6.

2. Changes to Terms

We reserve the right to change, alter, replace, or otherwise modify (collectively, "Changes") these Terms of Use at any time. The date of last modification is stated at the end of these Terms of Use. When we make any updates to these Terms of Use, we will highlight this fact on the website or online platform. In addition, if you register an account and these Terms of Use are subsequently changed in any material respect (for example, for security, legal, or regulatory reasons), we will notify you by sending an email to the email address that you have provided to us. You will have no obligation to continue using the Services following any such notification, but if you do not terminate your account as described in Section 3 within thirty (30) days of receiving notice of the material changes, your continued use of the Services after such thirty (30) day period will constitute your acceptance of the revised Terms of Use.

3. Your Prentis Account

When you first create a Prentis account, we ask that you register by providing your name, phone number, email address, and such other information as may be required during the registration process. Subscribers to the Prentis Field Diagnostic Platform may authenticate via SMS one-time passcode (OTP) as the primary method, with email/password or magic link available as backup authentication. Access to the Services is only available to registered users who have expressly agreed to these Terms of Use and our Privacy Policy. You are solely responsible for maintaining the confidentiality and security of your login credentials and account information, and you will remain responsible for all activity emanating from your account, whether or not such activity was authorized by you. We reserve the right to disallow, cancel, remove, or reassign certain registrations in appropriate circumstances, as determined by us in our sole discretion, and may, with or without prior notice, suspend, terminate, and delete your account if activities occur on that account which, in our sole discretion, would or might constitute a violation of these Terms of Use or an infringement or violation of the rights of any third party, or of any applicable laws or regulations.

Your account is personal to you. You must not share your login credentials, allow any other person to access the Services through your account, or use the Services on behalf of any person who has not independently created an account and completed onboarding (including, for the Prentis Field Diagnostic Platform, the Professional Attestation in Section 6). Any credential sharing or unauthorized account access is a material breach of these Terms and may result in immediate suspension or termination of your account.

You may delete your account at any time through our Services, or by contacting us at support@prentis.co. Upon termination by either party, your access to the Services will immediately cease, and we may delete or archive your account information in accordance with our Privacy Policy and the data retention provisions set forth in Section 22. Employers who previously accessed Candidate profiles may retain that information pursuant to their own retention policies.

4. Description of Services

Prentis operates two distinct platforms for the HVAC skilled trades. The provisions of these Terms applicable to each platform are clearly labeled. Users of only one platform need only review the provisions applicable to that platform, in addition to the general provisions applicable to all users.

(A) Pre-Hire Training and Recruiting Services — Prentis Pre-Hire Training Program

The Prentis Pre-Hire Training Program is an employer-sponsored platform that prepares Candidates for careers in the HVAC skilled trades through the following core features and services:

  1. AI-Powered Skills Verification. Prentis uses AI Technologies to verify candidate skills, including analysis of uploaded video and photo evidence of hands-on work, evaluation of quiz and test responses, review of submitted documentation for authenticity, and cross-referencing of credentials with known sources of truth.

  2. Performance Data Aggregation. The platform collects and aggregates candidate performance data, including assessment scores, simulation performance metrics, certification records, training completion data, and other information provided during the onboarding process.

  3. Pre-Hire Employer-Sponsored Training. Prentis facilitates pre-hire training programs sponsored by Employers, delivered by independent contractor Instructors and industry experts. Training may include hands-on instruction involving hand tools only (such as screwdrivers, wrenches, pliers, measuring tape, and hammers) and does not involve the use of power tools.

  4. Learning Platform. Prentis provides an asynchronous learning platform that enables Candidates to study and complete coursework, including test preparation for industry certifications (such as EPA-608, OSHA-10, and OSHA-30). Prentis does not issue certifications, licenses, diplomas, or credentials of any kind. All certifications must be obtained through authorized third-party certification bodies.

  5. AI-Assisted Instruction. The platform uses AI Technologies as a teaching assistant to augment live instruction from Instructors, and to facilitate simulated on-the-job scenarios in which Candidates practice customer service and workplace communications.

  6. Employer Matching. Prentis connects qualified Candidates with Employers that have open roles in the skilled trades. Prentis is a recruiting platform and does not guarantee job placement or employment outcomes. All hiring decisions are made exclusively by the Employer.

(B) Field Diagnostic Services — Prentis Field Diagnostic Platform

The Prentis Field Diagnostic Platform is an AI-powered diagnostic copilot for HVAC technicians and apprentices, providing the following features and capabilities during live field service calls:

  1. Real-Time Conversational AI Diagnostic Assistance. The Platform provides real-time, AI-generated diagnostic guidance, troubleshooting recommendations, and technical information through a conversational interface during active HVAC service calls.

  2. Voice and Hands-Free Mode. The Platform supports voice-based interaction, enabling Subscribers to consult the Platform hands-free while performing service work.

  3. Photo and Image Analysis. The Platform analyzes photos and images of equipment, wiring, components, instrumentation readings, and other field conditions submitted by the Subscriber to generate contextually relevant diagnostic guidance.

  4. Troubleshooting Workflows. The Platform provides structured, step-by-step troubleshooting workflows and diagnostic sequences tailored to the equipment and symptoms described by the Subscriber.

  5. Technical Reference Integration. The Platform references and incorporates manufacturer documentation, technical specifications, equipment codes, industry standards, and applicable regulatory codes to inform AI-generated guidance.

  6. Third-Party Smart Glasses Integration. The Platform is compatible with certain third-party smart glasses devices that support periodic image capture. When used with compatible smart glasses, the Platform operates at an image capture rate of approximately 0.3 to 0.5 frames per second — a series of periodic still images in a "flip-book" architecture, not continuous video recording. See Section 12 for the terms applicable to Third-Party Device use.

What the Prentis Field Diagnostic Platform Does Not Do. The following limitations are material features of the Platform. Subscribers should read and understand these limitations before using the Platform in any field environment:

5. Eligibility and User Types

The following user types are defined for purposes of these Terms. A single individual may hold more than one user type simultaneously (for example, a Candidate in the Prentis Pre-Hire Training Program who also subscribes to the Prentis Field Diagnostic Platform). Where a user holds multiple user types, all provisions applicable to each user type apply to that individual.

5.1 Candidates. A Candidate is an individual enrolled in or participating in the Prentis Pre-Hire Training Program. Candidates must be eighteen (18) years of age or older and have the legal capacity to enter into these Terms. The provisions governing the Prentis Pre-Hire Training Program — including Section 4(A) (Description of Services), Section 14 (Background Checks, Drug Screening, and Motor Vehicle Records), Section 15 (Safety and Hands-On Training), and Section 16 (Certifications and Third-Party Costs) — apply to Candidates. By registering as a Candidate, you expressly consent to Prentis collecting, aggregating, and sharing your profile information — including assessment scores, simulation performance grades, certification records, training completion data, and onboarding information — with Employers on the platform for purposes of facilitating employment opportunities, talent evaluation, and workforce development activities. You understand that your profile is shared as a complete package and that you may not selectively withhold individual data points. You agree that sharing your information with Employers is necessary for Prentis to perform the Program's Services.

5.2 Subscribers. A Subscriber is an individual who creates an account for the Prentis Field Diagnostic Platform, whether on the free tier, the trial period, or a paid monthly subscription. All Subscribers — including free-tier users — must complete the Professional Attestation in Section 6 before accessing diagnostic features. The provisions governing the Prentis Field Diagnostic Platform — including Section 4(B) (Description of Services), Section 6 (Professional Attestation), Section 8(B) (Field Diagnostic AI Disclosure), Section 9 (Assumption of Risk), Section 10 (Subscription, Payment, and Cancellation), Section 11 (Referral and Feedback Credit Program), and Section 12 (Third-Party Hardware and Smart Glasses) — apply to Subscribers.

5.3 Employers. An Employer is a company or other entity that accesses the Prentis Pre-Hire Training Program for recruiting purposes pursuant to an MSA with Prentis, or that licenses the Prentis Field Diagnostic Platform for its workforce pursuant to an Enterprise Agreement with Prentis. Employers access the applicable platform pursuant to a separate written agreement with Prentis. To the extent of any conflict between these Terms and an Employer's MSA or Enterprise Agreement, the MSA or Enterprise Agreement shall control with respect to the Employer's use of the applicable Services.

5.4 Instructors. An Instructor is an independent contractor who delivers training through the Prentis Pre-Hire Training Program pursuant to a separate written agreement with Prentis. Instructors are not employees of Prentis. To the extent of any conflict between these Terms and an Instructor's agreement with Prentis, such agreement shall control.

5.5 Multi-Role Users. A single individual may hold more than one user type. All provisions applicable to each user type apply to that individual in their respective capacity. Where a Candidate is also a Subscriber, all provisions of these Terms governing both user types apply simultaneously and independently.

6. Professional Attestation — Prentis Field Diagnostic Platform

This Section 6 applies solely to Subscribers of the Prentis Field Diagnostic Platform. The following representations and warranties are presented to every Subscriber as a required acceptance screen during onboarding, before access to any diagnostic features is granted. Completion of the onboarding attestation screen is a mandatory condition of access to the Platform. By completing onboarding and accessing the Prentis Field Diagnostic Platform, each Subscriber makes the following representations and warranties to Prentis as legally operative, binding conditions of access — not merely informational acknowledgments.

6.1 Required Attestations. Each Subscriber represents and warrants to Prentis that, as of the date of onboarding and continuously throughout their use of the Platform:

  1. I am eighteen (18) years of age or older and have the legal capacity to enter into these Terms and any related agreements.

  2. I am a skilled trades professional or apprentice who is actively working in, or formally training for a career in, the HVAC trade.

  3. I hold all licenses, certifications, and permits required by applicable federal, state, and local law for the HVAC work that I perform, OR I am working under the direct, continuous supervision of a licensed professional who holds all such required credentials for all work performed in connection with or in reliance upon guidance from the Prentis Field Diagnostic Platform.

  4. I understand that the Prentis Field Diagnostic Platform provides AI-generated guidance only and is not a substitute for my own professional judgment, training, experience, applicable building codes, mechanical codes, electrical codes, fire codes, manufacturer installation and service manuals, employer standard operating procedures, or any applicable regulatory requirements. I will exercise independent professional judgment before acting on any guidance provided by the Platform.

  5. I will not use the Prentis Field Diagnostic Platform in any situation where doing so would violate my employer's policies, applicable building codes, laws, regulations, safety requirements, or manufacturer prohibitions.

  6. I will not use the Prentis Field Diagnostic Platform to perform, attempt to perform, or guide my performance of any work that exceeds the scope of the licenses, certifications, or authorizations I hold, or that my supervising licensed professional holds, including any work requiring an EPA Section 608 certification type that I do not hold.

  7. I will not use the Prentis Field Diagnostic Platform in any emergency, including any active gas leak, fire, electrical hazard, or refrigerant release in an occupied space; in any such situation I will follow my employer's emergency procedures, evacuate or make the area safe as appropriate, and contact emergency services rather than consult the Platform.

6.2 Material Breach. Breach of any representation or warranty in this Section 6 constitutes a material breach of these Terms. Prentis may, but is not required to, suspend or terminate the Subscriber's account (with or without notice and without refund of any prepaid subscription fees) if Prentis becomes aware that any such representation or warranty is or has become untrue. Prentis's right to suspend or terminate is in addition to, and not in lieu of, any other rights or remedies available to Prentis at law or in equity.

6.3 No Duty to Verify. Prentis does not verify, and has no obligation to verify, monitor, or confirm any Subscriber's age, licenses, certifications, supervision, employment, or eligibility to perform any work. Prentis relies entirely on each Subscriber's representations and warranties in this Section 6, and each Subscriber is solely responsible for the accuracy of those representations and for obtaining and maintaining all licenses, certifications, and supervision they represent themselves to hold or to work under. Prentis's provision of access to the Prentis Field Diagnostic Platform does not constitute any determination, endorsement, verification, or confirmation by Prentis that any Subscriber holds any license, certification, or qualification, or is competent or authorized to perform any work. The Platform does not determine, gate, or warn whether any particular task requires a license, certification, or authorization that the Subscriber does not hold, and the absence of any such warning is not confirmation that the Subscriber may lawfully or safely perform the work. The Subscriber is solely responsible for determining, before acting, whether a task requires a credential, license, or authorization they do not hold.

7. Your Use of the Services

The following license grant and use restrictions apply to all users of the Services, including users of the Prentis Pre-Hire Training Program and users of the Prentis Field Diagnostic Platform.

7.1 License Grant. Subject to your strict compliance with these Terms of Use, Prentis grants you a limited, personal, non-exclusive, revocable, non-assignable, and non-transferable right and license to access and use the Services in accordance with your user type and these Terms. No other rights are granted. All rights not expressly granted herein are reserved by Prentis.

7.2 Use Restrictions. The license in Section 7.1 is expressly conditioned upon your compliance with the following restrictions. You must not, and must not permit any third party to:

  1. Copy, capture, scrape, or extract any Content from the Services or any part of the Services, other than by means of download or sharing where Prentis has expressly permitted such download or sharing.

  2. Employ scraping, crawling, or similar automated techniques to aggregate, repurpose, republish, retrain AI models on, or otherwise make use of any Content from the Services without Prentis's prior written consent.

  3. Alter, remove, or attempt to alter or remove any trademark, copyright, or other proprietary or legal notice contained in, or appearing on, the Services or any Content (other than your own Content).

  4. Copy or adapt the object code of the Services or any part thereof; reverse engineer, reverse assemble, decompile, modify, or attempt to discover any source or object code of any part of the Services; or circumvent or attempt to circumvent any copy protection mechanism or access rights management pertaining to Content other than your own Content.

7.3 Enforcement. You agree to comply with the conditions and restrictions in this Section 7 and acknowledge that Prentis has the right, in its sole discretion, to terminate your account or take such other action as Prentis deems appropriate if you breach any of the foregoing conditions or any other provision of these Terms. Enforcement action may include court action and/or reporting offending users to the relevant authorities.

8. Artificial Intelligence Disclosure

(A) General Artificial Intelligence Disclosure — All Services

8.1 Use of AI Technologies. Prentis uses AI Technologies throughout the Services, including for skills verification, candidate evaluation, instructional assistance, simulation facilitation, and credential review (in each case as functions of the Prentis Pre-Hire Training Program), and for field diagnostic guidance (as a function of the Prentis Field Diagnostic Platform). By using the Services, you acknowledge and consent to the use of AI Technologies as described herein and in our Privacy Policy.

8.2 AI in Candidate Evaluation. For users of the Prentis Pre-Hire Training Program, Prentis uses AI Technologies to evaluate Candidates, including assessing the likelihood of success once hired, analyzing hands-on work submissions, scoring assessments, and reviewing credentials. These evaluations are used to inform — but do not solely determine — whether a Candidate is presented to an Employer for consideration. Human review is incorporated into the evaluation process, and no Candidate is excluded from consideration based solely on an automated decision without human oversight. Prentis maintains reasonable procedures to ensure that human reviewers play a meaningful role in the evaluation process, consistent with applicable law.

8.3 Limitations of AI. AI Technologies are tools that assist in evaluation, instruction, and diagnostic guidance. They are not infallible. Prentis does not guarantee the accuracy, completeness, reliability, or suitability of any AI-generated output, assessment, evaluation, or recommendation. You acknowledge that AI-generated results may contain errors, omissions, or inaccuracies and should not be relied upon as the sole basis for any decision.

8.4 Right to Contest (Pre-Hire Training Program). If you are a Candidate and believe that an AI-assisted evaluation or verification was inaccurate, you may request a human review by contacting us at support@prentis.co. Prentis will review the contested determination and notify you of the outcome within a reasonable timeframe.

8.5 State and Local AI Compliance (Pre-Hire Training Program). Prentis is committed to compliance with applicable federal, state, and local laws governing the use of artificial intelligence and automated decision-making in employment and recruiting contexts, including but not limited to the Illinois Artificial Intelligence Video Interview Act, New York City Local Law 144, and the Colorado Artificial Intelligence Act, in each case only to the extent such laws apply to the Prentis Pre-Hire Training Program. Where required by applicable law, Prentis will provide additional notices, conduct bias audits, or obtain additional consent prior to using AI Technologies in connection with your candidacy, to the extent such obligations apply in the relevant jurisdiction. Such additional notices or consent mechanisms will be provided separately as required by applicable law. These employment- and recruiting-specific AI laws govern automated decisions affecting hiring, and do not apply to the Prentis Field Diagnostic Platform, which does not make employment, credit, housing, insurance, or other consequential decisions about any individual.

(B) Field Diagnostic AI Disclosure — Prentis Field Diagnostic Platform

This Section 8(B) applies solely to Subscribers using the Prentis Field Diagnostic Platform and supplements the general AI disclosure in Section 8(A). This is a high-risk application of AI Technologies in live field environments. Subscribers should read this section carefully before using the Platform.

8.6 Nature of Field Diagnostic AI Output. The Prentis Field Diagnostic Platform uses AI Technologies to generate diagnostic guidance, troubleshooting recommendations, and technical information in real time during active HVAC service calls. ALL AI-GENERATED OUTPUT FROM THE PLATFORM IS INFORMATIONAL ONLY. The guidance provided by the Prentis Field Diagnostic Platform does not constitute, and must not be relied upon as:

8.7 No Substitute for Professional Judgment. The Prentis Field Diagnostic Platform does not replace, and is not a substitute for: (a) the Subscriber's own professional judgment, training, experience, and field expertise; (b) applicable federal, state, and local building codes, mechanical codes, electrical codes, refrigerant regulations, and fire codes; (c) manufacturer installation, service, and maintenance manuals applicable to the specific equipment being serviced; (d) the Subscriber's employer's standard operating procedures, job-site safety plans, and work authorization requirements; or (e) licensed professional supervision where required by applicable law, code, or employer policy. The Subscriber must always apply independent professional judgment before taking any action, regardless of what guidance the Platform provides. The Prentis Field Diagnostic Platform is a supplement to, and not a substitute for, the Subscriber's own professional competence. The Subscriber should not undertake any work that the Subscriber would not be competent to perform safely without the Platform's assistance. Any references the Platform makes to building, mechanical, electrical, refrigerant, or fire codes, or to other regulatory requirements, are general in nature, may not reflect the applicable code edition, local amendments, ordinances, or other jurisdiction-specific requirements, and must be verified against the authoritative published code and the authority having jurisdiction. Similarly, any references the Platform makes to manufacturer documentation, specifications, wiring diagrams, fault codes, or service procedures are derived from documentation available to the Platform and may not reflect the current version, model-specific variants, applicable service bulletins, or manufacturer-issued corrections for the specific equipment being serviced, and must be verified against the manufacturer's current authoritative documentation for that equipment. The Platform is intended for use only within the United States.

8.8 Errors, Omissions, and Input Dependency. AI-generated output from the Prentis Field Diagnostic Platform may contain errors, omissions, outdated information, or recommendations that are inapplicable to the specific equipment, environmental conditions, or field circumstances encountered by the Subscriber. These errors, omissions, and inaccuracies can occur even where the Subscriber has provided accurate, complete, and clear information, and they are an inherent characteristic of AI Technologies that the Subscriber must anticipate. Separately, the quality and relevance of AI-generated output also depends significantly on the Subscriber's inputs, and inaccurate, incomplete, or misleading inputs will result in inaccurate, incomplete, or misleading outputs. Prentis does not verify the accuracy, completeness, or truthfulness of any information provided by the Subscriber to the Platform. The Subscriber is solely responsible for independently verifying all AI-generated guidance against applicable codes, manufacturer specifications, professional standards, and their own professional judgment before taking any action in the field.

8.8.1 No Sensor Data or Direct Measurement. The Prentis Field Diagnostic Platform has no sensors and is not a measuring instrument or testing device; it does not itself measure, meter, or directly detect any physical condition, quantity, or reading. The Platform may interpret information the Subscriber provides, including images of gauges, meters, displays, or equipment that reflect readings the Subscriber has taken, but in doing so it is only analyzing the Subscriber's input for context and is not taking, confirming, or validating any measurement. Any measurement, value, or condition reflected in the Platform's output therefore depends on the Subscriber having taken an accurate reading with proper tools and techniques, and on the correct interpretation of the Subscriber's input, and it may be inaccurate or inapplicable. The Subscriber must independently verify every measurement, reading, and physical condition using their own calibrated instruments and direct inspection before relying on it or taking any action.

8.8.2 No Confidence Calibration; Generic Output. The Platform does not measure, indicate, or calibrate the reliability of its output. A correct recommendation and an incorrect recommendation may be expressed in the same language and with the same apparent certainty, and the Subscriber must not treat the Platform's tone, phrasing, or apparent confidence as an indication of accuracy. In addition, even where the Subscriber provides accurate and specific inputs, the Platform's output may be generic rather than specific to the Subscriber's equipment, or may present general information as though it were specific to that equipment. The Subscriber must independently verify all guidance against manufacturer documentation and applicable codes regardless of how specific, detailed, or confident the output appears.

8.9 Not a Measure of the Professional Standard of Care. The Prentis Field Diagnostic Platform is an informational software tool, and its AI-generated output does not establish, define, or measure the professional standard of care applicable to any Subscriber. The Subscriber and Prentis agree that Platform output does not reflect the standard of care that a reasonably prudent HVAC professional would apply in any particular field situation, and that neither party will offer or characterize Platform output as establishing, negating, or defining that standard of care. The applicable standard of care is determined solely by reference to the Subscriber's own professional and legal obligations, independent of the Platform. This Section states the parties' agreement and acknowledgment; it does not purport to determine the admissibility of any evidence, which remains subject to applicable law and the tribunal.

9. Assumption of Risk — Prentis Field Diagnostic Platform

This Section 9 applies solely to Subscribers using the Prentis Field Diagnostic Platform in a field environment. Read this section carefully. It contains important information about the inherent risks of HVAC service work and your assumption of those risks as a condition of using the Platform.

9.1 Inherent Risks of HVAC Field Work. HVAC service work involves significant inherent risks that exist independently of the Prentis Field Diagnostic Platform and are not created, increased, or mitigated by the use of the Platform or any guidance it provides. These inherent risks include, without limitation:

9.2 Express Assumption of Risk. BY USING THE PRENTIS FIELD DIAGNOSTIC PLATFORM IN A FIELD ENVIRONMENT, THE SUBSCRIBER EXPRESSLY ACKNOWLEDGES THESE INHERENT RISKS AND ASSUMES FULL, COMPLETE, AND SOLE RESPONSIBILITY FOR THEIR OWN SAFETY AND THE SAFETY OF ALL OTHER PERSONS IN THE WORK ENVIRONMENT, INCLUDING CUSTOMERS, PROPERTY OWNERS, CO-WORKERS, AND BYSTANDERS. THE SUBSCRIBER ACKNOWLEDGES THAT THESE RISKS EXIST REGARDLESS OF WHETHER THE PLATFORM IS USED, AND THAT THE PLATFORM PROVIDES INFORMATIONAL GUIDANCE ONLY. THE SUBSCRIBER — NOT PRENTIS — IS THE QUALIFIED PROFESSIONAL ON-SITE AND BEARS SOLE RESPONSIBILITY FOR EVERY ACTION TAKEN DURING A SERVICE CALL, REGARDLESS OF WHETHER THE PLATFORM'S GUIDANCE WAS CONSULTED, REQUESTED, FOLLOWED, OR RELIED UPON.

9.3 Professional Responsibility. This assumption of risk is an essential element of the bargain between Prentis and the Subscriber. By using the Prentis Field Diagnostic Platform in a field environment, the Subscriber affirms their understanding that professional HVAC service work requires independent professional judgment, proper licensing, and strict adherence to safety standards, codes, and employer requirements that cannot be replaced by any software tool. The Subscriber's use of the Platform does not alter, diminish, delegate, or transfer any professional obligation, safety responsibility, or regulatory compliance duty.

10. Subscription, Payment, and Cancellation — Prentis Field Diagnostic Platform

This Section 10 applies solely to Subscribers using the Prentis Field Diagnostic Platform. Free-tier users are not charged and are not subject to the payment provisions of this Section, but remain bound by all other provisions of these Terms.

10.1 Subscription Fee. The Prentis Field Diagnostic Platform is offered on a recurring subscription basis at the then-current price displayed in the application at the time you subscribe. Subscription fees are subject to applicable taxes. Prentis may change the subscription price with thirty (30) days' advance notice to existing Subscribers. Price changes take effect at the start of the next billing cycle following the expiration of the notice period. Your continued subscription after a price change takes effect constitutes your acceptance of the new subscription price.

10.2 Payment Processing. Subscription payments are processed through the Apple App Store or Google Play Store via RevenueCat, Inc. ("RevenueCat"). By subscribing, you agree to be subject to the payment terms, refund policies, billing procedures, and dispute resolution processes of the applicable app store (Apple App Store or Google Play Store), in addition to these Terms. Prentis does not process subscription payments directly and has no control over app store payment policies or refund determinations. Future payment options may include direct payment via Stripe or other payment processors for web-based access; any such additional payment methods will be announced to Subscribers when available.

10.3 Access Tiers. The Prentis Field Diagnostic Platform is available in the following access configurations:

10.4 Trial Period and Auto-Conversion. At the end of the applicable trial period, a Subscriber's account will automatically convert to a paid Premium subscription unless the Subscriber cancels before the trial period expires. Prentis will provide notice of the upcoming end of the trial period through the application. Prentis reserves the right to modify the free-tier job limit, trial duration, and feature availability at any time with notice to affected users. Prentis will provide the disclosures, obtain any acknowledgment or consent, and honor the cancellation rights required by applicable automatic-renewal laws; where a subscription is purchased through an app store, that app store's billing, renewal, and cancellation mechanisms also apply.

10.5 Cancellation. Subscribers may cancel their subscription at any time by: (a) using the subscription management feature within the Prentis application; (b) using the subscription management tools provided by the applicable app store (Apple App Store subscription management or Google Play subscription management); or (c) contacting Prentis at support@prentis.co with a written cancellation request. Upon cancellation, the Subscriber retains access to Premium features through the end of the current paid billing period for which payment has already been made. After the paid billing period expires, the account reverts to the free tier (subject to the free-tier limits described in the application). The Subscriber's account is not deleted upon subscription cancellation; a separate account deletion request must be submitted to support@prentis.co to delete the account and associated data.

10.6 No Refunds for Partial Periods. Prentis does not provide refunds for any partial billing periods, regardless of the reason for cancellation. If a Subscriber cancels mid-period, they retain access through the end of the current period but are not entitled to a refund for the unused portion of that period. Refund requests arising from app store transactions are subject to the refund policies of the applicable app store, and Prentis has no authority to override app store refund determinations.

10.7 Fair Use and Anti-Abuse. Prentis may monitor, throttle, rate-limit, suspend, or terminate access to the Prentis Field Diagnostic Platform where a Subscriber's usage materially exceeds normal individual professional use, reflects automated, scripted, or bulk access, or imposes disproportionate load or cost on Prentis's systems or its third-party service providers. Prentis will use reasonable efforts to provide notice where practicable, except where immediate action is necessary to protect the Services, other users, or Prentis's providers.

11. Referral and Feedback Credit Program — Prentis Field Diagnostic Platform

This Section 11 applies solely to Subscribers using the Prentis Field Diagnostic Platform. The referral and feedback credit programs are designed to support growth of the Prentis community and to facilitate continuous improvement of the Platform's AI Technologies. Participation in these programs is voluntary and is subject to the terms set forth in this Section.

11.1 Referral Credits.

Subscribers may refer new users to the Prentis Field Diagnostic Platform and earn subscription credits under the following terms:

11.2 Feedback Credits.

To support the continuous improvement of the Prentis Field Diagnostic Platform's AI Technologies, Subscribers may submit feedback regarding AI-generated guidance through the in-app feedback feature. The feedback credit program (referred to in the application as "Field Intel") rewards Subscribers who submit constructive feedback that Prentis elects to accept, thereby supporting the ongoing improvement of the Platform.

11.3 General Credit Terms.

The following general terms apply to all credits earned through the referral program and the feedback credit program:

11.4 Program Modification and Termination. Prentis reserves the right to modify, suspend, or terminate the referral credit program, the feedback credit program, or both, at any time, upon thirty (30) days' advance written notice to active participants with accrued credits. Credits accrued before the effective date of any program modification or termination remain valid and will be applied in accordance with the terms in effect at the time of accrual.

11.5 Program Abuse. Abuse of the referral or feedback credit programs — including but not limited to creating fraudulent accounts, submitting frivolous, bad-faith, fabricated, or coordinated feedback reports, manipulating the referral process through automated means, or any other conduct intended to circumvent the legitimate operation of these programs — will result in immediate forfeiture of all accrued credits and may result in account suspension or permanent termination of the Subscriber's account, at Prentis's sole discretion.

12. Third-Party Hardware and Smart Glasses — Prentis Field Diagnostic Platform

This Section 12 applies solely to Subscribers who use the Prentis Field Diagnostic Platform in connection with third-party hardware devices, including smartphones, tablets, and smart glasses.

12.1 Compatible Third-Party Hardware. The Prentis Field Diagnostic Platform is designed to function with certain third-party hardware devices, including smartphones, tablets, and smart glasses (such as Meta smart glasses and similar wearable devices) (collectively, "Third-Party Devices"). Third-Party Devices are manufactured, sold, distributed, and supported exclusively by third parties that have no affiliation with Prentis. Prentis does not manufacture, sell, distribute, endorse, warrant, or provide technical support for any Third-Party Device. All hardware warranties, return policies, defect claims, and manufacturer support are governed exclusively by the applicable hardware manufacturer's terms, warranties, and policies.

12.1.1 Optional Use. Use of any third-party hardware, including smart glasses, is entirely optional and at the Subscriber's choice. Such devices are manufactured, sold, and supported by third parties and are not Prentis products; Prentis merely offers optional compatibility with certain third-party devices as hands-free image and audio capture accessories. The Prentis Field Diagnostic Platform is fully usable without any such device.

12.2 User Responsibility for Lawful Use. Subscribers are solely and exclusively responsible for ensuring that their use of Third-Party Devices in connection with the Prentis Field Diagnostic Platform complies with all applicable legal, regulatory, contractual, and workplace requirements, including without limitation:

12.3 Prentis Not Liable for Third-Party Hardware. Prentis expressly disclaims all liability for any claim, loss, damage, penalty, or consequence arising from the Subscriber's use of Third-Party Devices, including but not limited to:

12.4 Smart Glasses — Periodic Image Capture. When used with smart glasses or similar wearable devices that support periodic image capture, the Prentis Field Diagnostic Platform captures images at a rate of approximately 0.3 to 0.5 frames per second. This is a series of periodic still images in a "flip-book" architecture — it is NOT continuous video recording. These periodic still images are transmitted to Prentis servers for processing by AI Technologies and are subject to the data retention and privacy provisions of these Terms and the Prentis Privacy Policy. By using the Platform in conjunction with smart glasses or similar image-capture devices, the Subscriber expressly consents to this periodic image capture and transmission. For detailed information about how Prentis handles images transmitted from Third-Party Devices, see our Privacy Policy.

12.5 Situational Awareness and Safety. Subscribers must not use the Prentis Field Diagnostic Platform, smart glasses, or any hands-free device in any manner that impairs their situational awareness, reduces their ability to monitor the field environment, or creates a safety hazard to themselves, co-workers, customers, property owners, or any other person. The Subscriber remains fully responsible for monitoring their work environment and maintaining safe working conditions at all times. Prentis is not responsible for any injury, property damage, or harm arising from a Subscriber's distracted, inattentive, or unsafe operation of any device while using the Platform.

12.6 Voice Features; Recording Consent. The Prentis Field Diagnostic Platform includes voice features that record and transcribe audio. By enabling and using these features, the Subscriber consents to Prentis recording and transcribing the Subscriber's own voice and audio input as described in these Terms and the Privacy Policy. Recording and transcription laws vary by jurisdiction, and many states require the consent of all parties to a communication before it may be recorded. The Subscriber is solely responsible for complying with all applicable recording, wiretap, eavesdropping, and privacy laws. Before enabling any voice recording or transcription feature in any circumstance in which another person's voice may be captured, the Subscriber must inform each such person that audio is being recorded and transcribed and obtain that person's consent, or must not record. Prentis does not obtain, and has no obligation to obtain, verify, or confirm, the consent of any person other than the Subscriber, and relies entirely on the Subscriber to obtain any consents required by law. The Subscriber agrees to indemnify, defend, and hold harmless the Indemnified Parties from and against any claim, demand, penalty, fine, loss, or liability, including reasonable attorneys' fees, arising from the Subscriber's recording, transcription, or capture of any communication without the consent required by applicable law.

13. Cross-Product Data Sharing

This Section 13 applies to users who are enrolled in or using both the Prentis Pre-Hire Training Program and the Prentis Field Diagnostic Platform, and to all users whose data may be affected by any future cross-product features Prentis may introduce.

13.1 Current Independence. The Prentis Pre-Hire Training Program and the Prentis Field Diagnostic Platform currently operate as independent products with separate data stores. No data generated in connection with one product is automatically shared with, made accessible to, or surfaced to users or entities on the other product.

13.2 Potential Future Cross-Product Features. Prentis reserves the right to develop and offer cross-product data features in the future, which may include, without limitation: (a) allowing Candidates who are also Subscribers to import their Prentis Pre-Hire Training Program training records, assessment scores, and certification data into their Prentis Field Diagnostic Platform Subscriber profile; (b) enabling Prentis Field Diagnostic Platform usage data or diagnostic performance metrics to be surfaced to Employers as part of a Candidate's profile in the Prentis Pre-Hire Training Program; or (c) creating unified user profiles that aggregate and present data from both products in a single interface.

13.3 Consent Requirements for Cross-Product Sharing. Before enabling any cross-product data feature that would make a user's data from one product visible to, accessible by, or shared with users, entities, or systems associated with the other product, Prentis will: (a) update these Terms of Use and the Prentis Privacy Policy to accurately describe the new data practice, its purpose, and the categories of data involved; (b) provide all affected users with at least thirty (30) days' advance written notice of the change; and (c) where the cross-product sharing would make a user's data visible to Employers, recruiters, or other third parties who were not previously authorized to access that data, obtain the user's affirmative opt-in consent before enabling such sharing for that user. Consent will be obtained through a clear, prominent, and separate consent mechanism; it will not be bundled with other disclosures.

13.4 Non-Consent Consequences. Users who do not consent to a proposed cross-product data sharing feature will not lose access to either the Prentis Pre-Hire Training Program or the Prentis Field Diagnostic Platform as a result of their non-consent. However, specific features that depend on cross-product data integration may be unavailable to non-consenting users, and Prentis will disclose in advance which features require cross-product data sharing.

13.5 Privacy Policy Cross-Reference. For detailed information about how Prentis currently collects, uses, shares, and retains data across both products, including any changes introduced when cross-product features are activated, see our Privacy Policy. The Privacy Policy will be updated to reflect any cross-product data features before they are enabled.

14. Background Checks, Drug Screening, and Motor Vehicle Records — Prentis Pre-Hire Training Program

This Section 14 applies solely to Candidates enrolled in the Prentis Pre-Hire Training Program.

14.1 Screening Services. As part of the employer-sponsored pre-hire process, Prentis may facilitate background checks, drug screenings, and motor vehicle record checks on Candidates on behalf of Employers. Candidates will receive separate written notice and authorization forms prior to any such screening, as required by applicable laws. Your use of the Services does not constitute authorization for any screening; separate express written consent will be obtained before any screening is initiated.

14.2 Informational Purpose Only. Screening results are used for assessment purposes only and do not prohibit a Candidate from independently seeking employment with any Employer, whether or not the Candidate is selected for interview through the Prentis platform. All hiring decisions are made exclusively by the Employer. Prentis does not make any hiring decisions and is not responsible for any Employer's use of screening results.

14.3 FCRA Compliance. To the extent that any screening constitutes a "consumer report" under the Fair Credit Reporting Act ("FCRA"), 15 U.S.C. § 1681 et seq., Prentis and/or its third-party screening providers will comply with all applicable FCRA requirements, including providing required disclosures and obtaining necessary authorizations before procuring any consumer report. Candidates will be provided with a separate FCRA disclosure and authorization form prior to any such screening. Nothing in these Terms constitutes the FCRA disclosure or authorization required by law.

14.4 Accuracy and Disputes. If you believe that any screening result is inaccurate, you may dispute the result by contacting us at support@prentis.co. Prentis will coordinate with the applicable consumer reporting agency to facilitate investigation and resolution of the dispute in accordance with applicable law, including the FCRA. To the extent required by applicable law, information regarding the consumer reporting agency and your rights to obtain a copy of your consumer report and to dispute inaccurate information directly with the consumer reporting agency will be provided in the applicable screening disclosure.

15. Safety and Hands-On Training — Prentis Pre-Hire Training Program

This Section 15 applies solely to Candidates enrolled in the Prentis Pre-Hire Training Program who participate in hands-on training activities.

15.1 Safety Requirements. Candidates participating in hands-on training must comply with all safety instructions provided by Prentis and its Instructors at all times. Prentis provides safety equipment, including gloves and safety glasses, which must be worn at all times during hands-on training activities. Failure to comply with safety requirements may result in removal from the training program.

15.2 Permitted Hands-On Activities. Hands-on training activities are limited to the use of hand tools only, including but not limited to screwdrivers, wrenches, pliers, measuring tape, and hammers. No power tools are used during Prentis-facilitated training activities. The risk associated with permitted hands-on activities is comparable to ordinary household tool use conducted in a supervised setting.

15.3 Pre-Hire Training Only. All training facilitated by Prentis occurs prior to any employment relationship between the Candidate and the Employer. Once a Candidate is hired by an Employer, all liability for on-the-job activities, on-site training, and workplace safety transfers exclusively to the Employer. Prentis has no responsibility for any activities conducted after the Candidate commences employment.

15.4 Assumption of Risk — Hands-On Training. You expressly assume all risk of injury arising from participation in hands-on training activities and waive any claim against Prentis arising from such activities, except for injury caused by Prentis's gross negligence or willful misconduct. By participating in hands-on training, you acknowledge that there are inherent risks associated with the use of hand tools, even in a supervised setting, and that your voluntary participation constitutes acceptance of those inherent risks. You agree to follow all safety instructions provided by Prentis and its Instructors and to use all safety equipment provided. Prentis shall not be liable for any injury arising from a participant's failure to follow provided safety instructions or to use required safety equipment.

16. Certifications and Third-Party Costs — Prentis Pre-Hire Training Program

This Section 16 applies solely to Candidates enrolled in the Prentis Pre-Hire Training Program.

16.1 Third-Party Certifications. Certain certifications required for employment in the skilled trades (such as EPA-608, OSHA-10, and OSHA-30) must be obtained through authorized third-party certification bodies. Prentis may provide test preparation materials and instruction to help Candidates prepare for these certifications but does not proctor certification exams and does not confer any certifications, licenses, diplomas, or credentials of any kind. Prentis's preparation materials are not a guarantee of certification success.

16.2 Candidate Costs. Candidates are responsible for paying any certification fees directly to the applicable third-party certification body. These fees are not collected through or processed by the Prentis platform. Candidates may also be required to obtain certain hand tools and training materials at their own expense, available through publicly accessible retailers of their choosing. Prentis does not require purchases from any specific supplier and does not derive compensation from any supplier or retailer.

16.3 Employer Reimbursement. Employers may, at their sole discretion, choose to reimburse Candidates for certification fees, tool costs, or other training-related expenses. Any such reimbursement is solely a matter between the Candidate and the Employer and is not guaranteed, facilitated, or enforceable by or through Prentis.

17. Intellectual Property Rights

The Services and their entire contents, features, and functionality — including but not limited to all information, software, text, displays, images, video, audio, training materials, simulations, assessments, AI-generated output, diagnostic workflows, and the design, selection, and arrangement thereof — are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property and proprietary rights laws.

All related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans appearing in or on the Services are the trademarks of their respective owners.

All training content, learning materials, simulations, assessments, diagnostic workflows, AI model outputs, and related materials created by Prentis are the exclusive intellectual property of Prentis. No Candidate, Subscriber, Employer, or Instructor may reproduce, distribute, license, sublicense, publicly display, create derivative works from, or otherwise commercially exploit such materials without the prior written consent of Prentis. Nothing in these Terms transfers any intellectual property rights in the Services or Content to any user.

18. Third-Party Websites and Services

The Services may provide you with access to and/or integration with third-party websites, databases, networks, servers, information, software, programs, systems, directories, applications, products, or services (collectively, "External Services"), including manufacturer documentation repositories, certification body websites, payment processors, and hardware manufacturer platforms. The Company does not have or maintain any control over External Services and is not and cannot be responsible for their content, operation, availability, or use.

By linking or otherwise providing access to any External Services, the Company does not give any representation, warranty, or endorsement, express or implied, with respect to the legality, accuracy, quality, currency, or authenticity of content, information, or services provided by such External Services. External Services may have their own terms of use and/or privacy policy, and may have different practices and requirements from those of the Company with respect to the Services. You are solely responsible for reviewing any terms of use, privacy policy, or other terms governing your use of External Services, which you use at your own risk.

You are advised to make reasonable inquiries and investigations before entering into any transaction, financial or otherwise, and whether online or offline, with any third party related to any External Services. You are solely responsible for taking the precautions necessary to protect yourself from fraud when using External Services, and to protect your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content that may be included on or may emanate from any External Services.

The Company disclaims any and all responsibility or liability for any harm resulting from your use of External Services, and you hereby irrevocably waive any claim against the Company with respect to the content, accuracy, or operation of any External Services. This disclaimer applies to manufacturer documentation, technical specifications, and code references accessible through or referenced by the Prentis Field Diagnostic Platform, which are provided by third parties and not verified by Prentis.

19. Disclaimer

THE SERVICES — INCLUDING, WITHOUT LIMITATION, THE WEBSITE, MOBILE APPLICATION, AI TECHNOLOGIES, TRAINING MATERIALS, SIMULATIONS, ASSESSMENTS, THE PRENTIS PRE-HIRE TRAINING PROGRAM, THE PRENTIS FIELD DIAGNOSTIC PLATFORM, AI-GENERATED DIAGNOSTIC GUIDANCE, AND ALL CONTENT AND SERVICES ACCESSED THROUGH OR VIA THE WEBSITE OR OTHERWISE — ARE PROVIDED "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS."

YOU AGREE AND ACKNOWLEDGE THAT YOU ASSUME FULL, EXCLUSIVE, AND SOLE RESPONSIBILITY FOR THE USE OF AND RELIANCE ON THE SERVICES, AND YOU FURTHER AGREE AND ACKNOWLEDGE THAT YOUR USE OF OR RELIANCE ON THE SERVICES IS MADE ENTIRELY AT YOUR OWN RISK. YOU FURTHER ACKNOWLEDGE THAT IT IS YOUR RESPONSIBILITY TO COMPLY WITH ALL APPLICABLE LAWS, CODES, PROFESSIONAL STANDARDS, AND EMPLOYER REQUIREMENTS WHILE USING THE SERVICES. WHILE THE COMPANY USES REASONABLE ENDEAVORS TO CORRECT ANY ERRORS OR OMISSIONS IN THE SERVICES AS SOON AS PRACTICABLE ONCE THEY HAVE BEEN BROUGHT TO THE COMPANY'S ATTENTION, THE COMPANY MAKES NO PROMISES, GUARANTEES, REPRESENTATIONS, OR WARRANTIES OF ANY KIND WHATSOEVER (EXPRESS OR IMPLIED) REGARDING THE SERVICES, OR ANY PART OR PARTS THEREOF, ANY CONTENT, OR ANY LINKED SERVICES OR OTHER EXTERNAL SERVICES. THE COMPANY DOES NOT WARRANT THAT YOUR USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES OR ANY PART OR PARTS THEREOF, THE CONTENT, OR THE SERVERS ON WHICH THE SERVICES OPERATE ARE OR WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

WITHOUT LIMITING THE FOREGOING, THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY, RELIABILITY, COMPLETENESS, CURRENCY, TIMELINESS, OR SUITABILITY OF ANY AI-GENERATED OUTPUT, EVALUATION, ASSESSMENT, VERIFICATION, RECOMMENDATION, DIAGNOSTIC GUIDANCE, TROUBLESHOOTING WORKFLOW, TECHNICAL REFERENCE, OR CODE CITATION PROVIDED THROUGH EITHER THE PRENTIS PRE-HIRE TRAINING PROGRAM OR THE PRENTIS FIELD DIAGNOSTIC PLATFORM. AI TECHNOLOGIES ARE PROVIDED AS TOOLS TO ASSIST IN EVALUATION, INSTRUCTION, AND FIELD DIAGNOSTIC GUIDANCE, AND ARE NOT SUBSTITUTES FOR PROFESSIONAL JUDGMENT, INDEPENDENT VERIFICATION, APPLICABLE CODES, MANUFACTURER SPECIFICATIONS, OR EMPLOYER DUE DILIGENCE. THE PRENTIS FIELD DIAGNOSTIC PLATFORM AND ANY AI-GENERATED DIAGNOSTIC OUTPUT PROVIDED THROUGH IT ARE NOT PROFESSIONAL ENGINEERING ADVICE, CODE COMPLIANCE DETERMINATIONS, MANUFACTURER-AUTHORIZED PROCEDURES, OR PROFESSIONAL CERTIFICATIONS OF ANY KIND.

THE COMPANY AND ITS SUBSIDIARIES, AFFILIATES, SUCCESSORS, AND ASSIGNS, AND THEIR RESPECTIVE EMPLOYEES, AGENTS, DIRECTORS, OFFICERS, AND SHAREHOLDERS, SPECIFICALLY DISCLAIM ALL OF THE FOREGOING WARRANTIES AND ANY OTHER WARRANTIES NOT EXPRESSLY SET OUT HEREIN TO THE FULLEST EXTENT PERMITTED BY LAW, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES REGARDING NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OF TECHNICAL INFORMATION, AND PROFESSIONAL SUITABILITY OF AI-GENERATED FIELD DIAGNOSTIC GUIDANCE. WHERE THE LAW OF ANY JURISDICTION LIMITS OR PROHIBITS THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES AS SET OUT ABOVE, THE ABOVE DISCLAIMERS SHALL NOT APPLY TO THE EXTENT THAT THE LAW OF SUCH JURISDICTION APPLIES TO THIS AGREEMENT.

20. Limitation of Liability

THE COMPANY'S AND ITS SUBSIDIARIES', AFFILIATES', SUCCESSORS', AND ASSIGNS', AND THEIR RESPECTIVE EMPLOYEES', AGENTS', DIRECTORS', OFFICERS', AND SHAREHOLDERS' LIABILITY TO YOU IS LIMITED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE COMPANY BE LIABLE FOR DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOST PROFITS, LOST DATA, LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY COST TO PROCURE SUBSTITUTE GOODS OR SERVICES, OR ANY INTANGIBLE LOSS, REGARDLESS OF THE FORESEEABILITY OF THOSE DAMAGES) ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE WEBSITE, MOBILE APPLICATION, AI TECHNOLOGIES, OR ANY OTHER SERVICES PROVIDED TO YOU BY THE COMPANY, INCLUDING THE PRENTIS PRE-HIRE TRAINING PROGRAM AND THE PRENTIS FIELD DIAGNOSTIC PLATFORM.

This limitation shall apply regardless of whether the damages arise out of breach of contract, tort, any form of error or breakdown in the function of the Services, or any other legal theory or form of action.

WITHOUT LIMITING THE FOREGOING, THE COMPANY AND ITS SUBSIDIARIES, AFFILIATES, SUCCESSORS, AND ASSIGNS, AND THEIR RESPECTIVE EMPLOYEES, AGENTS, DIRECTORS, OFFICERS, AND SHAREHOLDERS, SHALL HAVE NO LIABILITY FOR ANY LOSS OR DAMAGE ARISING FROM:

  1. YOUR RELIANCE ON THE CONTENT OF THE SERVICES, INCLUDING WITHOUT LIMITATION, CONTENT ORIGINATING FROM THIRD PARTIES, AI-GENERATED OUTPUTS, DIAGNOSTIC GUIDANCE, TROUBLESHOOTING RECOMMENDATIONS, OR FROM ANY COMMUNICATION WITH THE SERVICES;

  2. YOUR INABILITY TO ACCESS OR USE THE SERVICES OR ANY PART THEREOF, INCLUDING DELETION OR CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICES;

  3. ANY CHANGES THAT THE COMPANY MAY MAKE TO THE SERVICES OR ANY PART THEREOF, OR ANY TEMPORARY OR PERMANENT SUSPENSION OR CESSATION OF ACCESS TO THE SERVICES;

  4. ANY ACTION TAKEN AGAINST YOU BY THIRD-PARTY RIGHTSHOLDERS WITH RESPECT TO ANY ALLEGED INFRINGEMENT RELATING TO YOUR CONTENT OR YOUR USE OF THE SERVICES, OR ANY ACTION TAKEN AS PART OF AN INVESTIGATION BY THE COMPANY OR ANY RELEVANT LAW ENFORCEMENT AUTHORITY REGARDING YOUR USE OF THE SERVICES;

  5. ANY ERRORS OR OMISSIONS IN THE SERVICES' TECHNICAL OPERATION, INCLUDING ANY ERRORS IN AI-GENERATED OUTPUTS, EVALUATIONS, ASSESSMENTS, OR DIAGNOSTIC RECOMMENDATIONS, OR FROM ANY INACCURACY OR DEFECT IN ANY CONTENT OR INFORMATION RELATING TO CONTENT;

  6. YOUR FAILURE TO PROVIDE THE COMPANY WITH ACCURATE OR COMPLETE INFORMATION, OR YOUR FAILURE TO KEEP YOUR ACCOUNT LOGIN INFORMATION SECURE AND CONFIDENTIAL;

  7. ANY LOSS OR DAMAGE TO ANY COMPUTER HARDWARE OR SOFTWARE, ANY LOSS OF DATA, OR ANY LOSS OR DAMAGE FROM ANY SECURITY BREACH;

  8. ANY LOSS OF PROFITS, BUSINESS OPPORTUNITIES, OR REVENUE, INCLUDING THOSE CAUSED BY YOUR RELIANCE ON THE SERVICES, OR ANY LOSS YOU SUFFER WHETHER OR NOT IT IS FORESEEABLE;

  9. ANY INJURY, LOSS, OR DAMAGE ARISING FROM PARTICIPATION IN HANDS-ON TRAINING ACTIVITIES UNDER THE PRENTIS PRE-HIRE TRAINING PROGRAM, TO THE EXTENT PERMITTED BY APPLICABLE LAW;

  10. ANY EMPLOYMENT DECISION MADE BY AN EMPLOYER, INCLUDING DECISIONS NOT TO HIRE, TERMINATE, OR OTHERWISE TAKE ADVERSE ACTION AGAINST A CANDIDATE. FOR THE AVOIDANCE OF DOUBT, THE COMPANY HAS NO LIABILITY FOR ANY EMPLOYMENT DECISION MADE BY AN EMPLOYER, REGARDLESS OF THE BASIS FOR SUCH DECISION.

  11. ANY PERSONAL INJURY, DEATH, PROPERTY DAMAGE, ENVIRONMENTAL DAMAGE, ECONOMIC LOSS, OR ANY OTHER HARM ARISING FROM OR RELATED TO A SUBSCRIBER'S RELIANCE ON AI-GENERATED GUIDANCE FROM THE PRENTIS FIELD DIAGNOSTIC PLATFORM — INCLUDING GUIDANCE THAT WAS FOLLOWED, NOT FOLLOWED, MISAPPLIED, OR MISUNDERSTOOD — REGARDLESS OF WHETHER SUCH RELIANCE WAS REASONABLE OR FORESEEABLE;

  12. ANY REGULATORY FINE, PENALTY, ADMINISTRATIVE SANCTION, LICENSE DISCIPLINARY ACTION, OR CODE CITATION ARISING FROM WORK PERFORMED BY A SUBSCRIBER, REGARDLESS OF WHETHER THE PRENTIS FIELD DIAGNOSTIC PLATFORM'S GUIDANCE WAS CONSULTED, FOLLOWED, OR RELIED UPON IN CONNECTION WITH THAT WORK;

  13. ANY CLAIM BROUGHT BY A SUBSCRIBER'S EMPLOYER, CUSTOMER, PROPERTY OWNER, INSURER, OR ANY OTHER THIRD PARTY ARISING FROM WORK PERFORMED BY THE SUBSCRIBER IN CONNECTION WITH OR DURING USE OF THE PRENTIS FIELD DIAGNOSTIC PLATFORM;

  14. ANY FAILURE OF THE PRENTIS FIELD DIAGNOSTIC PLATFORM TO IDENTIFY A HAZARD, EQUIPMENT DEFECT, OR SAFETY RISK; ANY MISDIAGNOSIS, INCORRECT DIAGNOSTIC RECOMMENDATION, OR INCOMPLETE TROUBLESHOOTING GUIDANCE; OR ANY OMISSION OF RELEVANT INFORMATION FROM AI-GENERATED OUTPUT, INCLUDING INFORMATION ABOUT APPLICABLE CODES, MANUFACTURER REQUIREMENTS, OR SAFETY PRECAUTIONS; OR

  15. ANY CLAIM ARISING FROM A SUBSCRIBER'S FAILURE TO INDEPENDENTLY VERIFY THE PRENTIS FIELD DIAGNOSTIC PLATFORM'S OUTPUT AGAINST APPLICABLE CODES, MANUFACTURER SPECIFICATIONS, PROFESSIONAL STANDARDS, OR THE SUBSCRIBER'S OWN PROFESSIONAL JUDGMENT BEFORE TAKING ANY ACTION IN THE FIELD.

ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICES MUST BE NOTIFIED TO THE COMPANY AS SOON AS POSSIBLE AND IN NO EVENT LATER THAN THE PERIOD PERMITTED BY APPLICABLE LAW. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH CASES, YOU ACKNOWLEDGE AND AGREE THAT SUCH LIMITATIONS AND EXCLUSIONS REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND THE COMPANY AND ARE FUNDAMENTAL ELEMENTS OF THE BARGAIN BETWEEN YOU AND THE COMPANY, AND THAT THE COMPANY'S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Severability of Field Diagnostic Liability Limitations. THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 20 WITH RESPECT TO THE PRENTIS FIELD DIAGNOSTIC PLATFORM ARE INTENDED TO BE ENFORCED INDEPENDENTLY OF ONE ANOTHER. IF ANY INDIVIDUAL LIMITATION OR EXCLUSION IS HELD UNENFORCEABLE OR INAPPLICABLE BY A COURT OR ARBITRATOR OF COMPETENT JURISDICTION, THE REMAINING LIMITATIONS AND EXCLUSIONS SHALL CONTINUE IN FULL FORCE AND EFFECT. THE PARTIES EXPRESSLY INTEND FOR EACH LIMITATION OF LIABILITY STATED IN THIS SECTION 20 TO BE SEVERABLE AND INDEPENDENTLY ENFORCEABLE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

Aggregate Liability Cap. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, AND EXCEPT FOR (I) CLAIMS FOR PERSONAL INJURY OR DEATH, (II) PRENTIS'S OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AND (III) ANY OTHER LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF THE COMPANY AND ITS SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS, AND THEIR RESPECTIVE EMPLOYEES, AGENTS, DIRECTORS, OFFICERS, AND SHAREHOLDERS FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE SERVICES, WHETHER IN CONTRACT, TORT, OR ANY OTHER THEORY, SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL SUBSCRIPTION FEES PAID BY YOU TO THE COMPANY IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100.00). THIS CAP IS IN ADDITION TO, AND NOT IN LIEU OF, THE EXCLUSIONS AND LIMITATIONS SET FORTH ELSEWHERE IN THIS SECTION 20.

21. Indemnification

21.1 General Indemnification. You hereby agree to indemnify, defend, and hold harmless the Indemnified Parties from and against any and all claims, obligations, damages, losses, expenses, and costs, including reasonable attorneys' fees, resulting from: (i) any violation by you of these Terms of Use; (ii) any activity related to your account, be it by you or by any other person accessing your account with or without your consent, including any unauthorized access regardless of the cause or origin; (iii) any claim arising from your participation in hands-on training activities under the Prentis Pre-Hire Training Program; or (iv) for Employers, any employment decision made with respect to a Candidate, including any claim that such decision was discriminatory or otherwise unlawful.

21.2 Field Diagnostic Platform Indemnification. To the extent permitted by applicable law, and in addition to Section 21.1, each Subscriber of the Prentis Field Diagnostic Platform agrees to indemnify, defend, and hold harmless the Indemnified Parties from and against any and all claims, demands, obligations, damages, losses, expenses, penalties, fines, regulatory actions, and costs — including reasonable attorneys' fees — brought by or on behalf of any third party, including the Subscriber's employer, customers, property owners, regulatory authorities, and insurers, arising from or related to: (v) the Subscriber's reliance on AI-generated guidance from the Prentis Field Diagnostic Platform in performing any HVAC service work; (vi) the Subscriber's performance of, or failure to properly perform, any service work, whether or not the Platform was consulted; (vii) the Subscriber's failure to comply with applicable federal, state, or local codes, laws, regulations, licensing requirements, or professional standards in connection with any service work; or (viii) the Subscriber's breach of any representation, warranty, or obligation set forth in the Professional Attestation in Section 6.

22. Data Protection, Privacy, and Cookies

22.1 General Data Practices. All personal data that you provide to us in connection with your use of the Services is collected, stored, used, and disclosed by the Company in accordance with our Privacy Policy. In addition to the data practices described in the Privacy Policy, in common with most websites, we use cookies, analytics tools (such as Google Analytics, MixPanel, and Amplitude), and other user information to help us understand how people are using the Services so that we can continue to improve the services we offer. We may also use third-party advertising platforms and marketing services to drive traffic to the Services, which may involve sharing certain user information as described in our Privacy Policy. The Privacy Policy, as may be updated by the Company from time to time in accordance with its terms, is hereby incorporated into these Terms of Use, and you hereby agree to the collection, use, and disclosure practices set forth therein.

22.2 Field Diagnostic Platform Data Categories. In connection with a Subscriber's use of the Prentis Field Diagnostic Platform, Prentis collects and processes the following additional categories of personal and operational data, in addition to the data categories described in the Privacy Policy:

For a comprehensive description of how Prentis collects, uses, shares, and protects all categories of personal data in connection with both the Prentis Pre-Hire Training Program and the Prentis Field Diagnostic Platform, see our Privacy Policy.

22.3 Data Retention — Prentis Field Diagnostic Platform.

The following data retention periods apply to data generated in connection with the Prentis Field Diagnostic Platform. Where a user's data is subject to a legal hold, pending litigation or arbitration, or an active regulatory investigation or inquiry, that data will be retained until the applicable hold or proceeding is formally released or concluded, regardless of the periods stated below. Prentis will notify users of material changes to retention periods in accordance with Section 2.

22.4 User Data Deletion Rights. Subscribers may request deletion of their personal data at any time by contacting support@prentis.co. Prentis will process deletion requests in accordance with the retention periods described in this Section 22.3 and any applicable legal hold or regulatory requirement. Users should be aware that: (a) deletion requests will be honored subject to Prentis's applicable retention obligations; (b) data subject to a legal hold, pending dispute, pending arbitration, or regulatory requirement will be retained until the applicable hold is released; and (c) deletion requests for data that Prentis has already shared with third parties — such as Employers who accessed Candidate profile data through the Prentis Pre-Hire Training Program — are subject to those third parties' own data retention and deletion policies, and Prentis cannot guarantee or enforce deletion of such data from third-party systems.

23. Applicable Law and Jurisdiction

This Section 23 applies to all disputes arising from a user's use of any Prentis Services, including disputes arising from the use of the Prentis Pre-Hire Training Program, the Prentis Field Diagnostic Platform, or both.

If a dispute arises between you and Prentis, our goal is to provide you with a neutral and cost-effective means of resolving the issue quickly. In the event of a dispute, we encourage you to contact us first to attempt to resolve your problem directly with us. You may contact us regarding any complaints or disputes through the contact information in Section 29.

Informal Dispute Resolution. Before initiating arbitration, a party must first send a written Notice of Dispute to the other party (to Prentis at support@prentis.co) describing the claim and the relief sought, and must allow thirty (30) days to resolve the dispute informally and in good faith. Arbitration may be commenced only if the dispute is not resolved within that thirty (30) day period.

These Terms of Use shall be construed in accordance with and governed by the laws of the United States and the State of Delaware, without reference to their rules regarding conflicts of law. The Company is incorporated in the State of Delaware with its principal place of business in Pittsburgh, Pennsylvania.

To the extent the laws of your state or country of residence provide consumer protections that may not be waived by contract, those protections continue to apply to you notwithstanding the choice of law stated in this Section, and nothing in these Terms waives any right or protection that cannot lawfully be waived.

ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AGREEMENT — INCLUDING DISPUTES ARISING FROM THE USE OF THE PRENTIS PRE-HIRE TRAINING PROGRAM, THE PRENTIS FIELD DIAGNOSTIC PLATFORM, OR BOTH — OR THE BREACH, TERMINATION, ENFORCEMENT, INTERPRETATION, OR VALIDITY THEREOF, INCLUDING THE DETERMINATION OF THE APPLICABILITY OF THIS AGREEMENT TO ARBITRATE, SHALL BE DETERMINED BY ARBITRATION IN PITTSBURGH, PENNSYLVANIA BEFORE ARBITRATOR(S). THE ARBITRATION SHALL BE ADMINISTERED BY JAMS PURSUANT TO ITS COMPREHENSIVE ARBITRATION RULES AND PROCEDURES AND IN ACCORDANCE WITH THE EXPEDITED PROCEDURES IN THOSE RULES, OR PURSUANT TO JAMS' STREAMLINED ARBITRATION RULES AND PROCEDURES. JUDGMENT ON THE AWARD MAY BE ENTERED IN ANY COURT HAVING JURISDICTION. THIS CLAUSE SHALL NOT PRECLUDE PARTIES FROM SEEKING PROVISIONAL REMEDIES IN AID OF ARBITRATION FROM A COURT OF APPROPRIATE JURISDICTION.

Consumer Arbitration Standards. For any Dispute brought by an individual Subscriber acting in a personal or individual capacity, the arbitration will be administered under the JAMS Consumer Arbitration Minimum Standards then in effect, which control over any inconsistent provision of this Section. Under those Standards, Prentis will pay the arbitration filing, administrative, and arbitrator fees to the extent those fees exceed the cost the Subscriber would incur to file the claim in court, and the Subscriber's share of fees is limited as provided in those Standards. Notwithstanding the arbitration venue stated above, an individual Subscriber's arbitration will be conducted, at the Subscriber's election, by telephone, by video conference, by written submissions, or in person in the county of the Subscriber's residence, and no individual Subscriber is required to travel to Pittsburgh, Pennsylvania to arbitrate.

Mass Arbitration. If twenty-five (25) or more arbitration demands asserting substantially similar claims are submitted against Prentis by or with the coordination or assistance of the same or coordinated counsel within a ninety (90) day period, those demands will be administered under the JAMS Mass Arbitration Procedures then in effect and resolved as follows. The demands will be grouped into batches of no more than ten (10) demands each. Prentis and the claimants, through their respective counsel, will each select an equal number of demands from the first batch to be arbitrated first as bellwether proceedings, and all remaining demands will be stayed. After the bellwether awards are issued, the parties will participate in a single global mediation informed by those awards before any further batches proceed. To the extent the administrator permits, filing and administrative fees for the batched demands will be assessed on a per-batch rather than a per-demand basis. This provision applies equally to both parties and will be enforced to the maximum extent permitted by applicable law; if it is held unenforceable, the remaining provisions of this Section survive.

Frivolous or Bad-Faith Claims. The arbitrator may award the prevailing party its reasonable attorneys' fees and costs in connection with any claim or defense that the arbitrator determines was frivolous or was brought or maintained in bad faith or for an improper purpose, to the extent permitted by the applicable arbitration rules and applicable law.

Small Claims Exception. Notwithstanding the agreement to arbitrate, either party may bring an individual claim in a court that adjudicates small claims, so long as the claim qualifies for and remains in small claims court and proceeds only on an individual basis.

24. Class Action Waiver

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND PRENTIS EACH WAIVE THE RIGHT TO A JURY TRIAL AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND, ARISING FROM OR RELATING TO THE USE OF ANY PRENTIS SERVICE, INCLUDING THE PRENTIS PRE-HIRE TRAINING PROGRAM AND THE PRENTIS FIELD DIAGNOSTIC PLATFORM, OR ARISING FROM ANY DISPUTE BETWEEN YOU AND PRENTIS. YOU 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 PROCEEDS IN COURT RATHER THAN IN ARBITRATION, BOTH YOU AND PRENTIS WAIVE ANY RIGHT TO A JURY TRIAL.

This class action waiver is an essential and non-severable part of the arbitration agreement in Section 23. If this class action waiver is found to be unenforceable or inapplicable by a court of competent jurisdiction, then the entirety of the arbitration agreement in Section 23 shall be null and void as to such claim, but the remainder of these Terms shall remain in full force and effect.

25. Changes to the Services

The Company reserves the right at any time and for any reason to suspend, discontinue, terminate, or cease providing access to the Services or any part thereof — including the Prentis Pre-Hire Training Program and the Prentis Field Diagnostic Platform — temporarily or permanently, and whether in their entirety or with respect to individual features, user types, or territories only.

You hereby agree that the Company and its subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers, and shareholders shall not be liable to you or to any third party for any changes or modifications to the website, mobile application, and/or any Services that we may wish to make from time to time, or for any decision to suspend, discontinue, or terminate the Services or any part thereof, or your ability to use or access the same from or within any territory or territories, including without limitation any decision made in connection with business, operational, legal, or regulatory considerations, and you expressly waive any and all claims arising from or related to any such decision.

We may change the features of any type of account, may withdraw or introduce new features, products, or types of account at any time and for any reason, and may change the prices charged for any of the Services from time to time. With respect to the Prentis Field Diagnostic Platform, subscription price changes will be communicated with at least thirty (30) days' advance notice as provided in Section 10.1. Your continued use of the Services after any such change constitutes your acceptance of the changed Services.

26. Availability of Services

The Company may discontinue or change the Services at any time with or without prior notice and without liability to you. We make no guarantee that the Services will be available at all times, without interruption, or without error.

26.1 Real-Time Availability of the Field Diagnostic Platform. Prentis does not guarantee the availability, uptime, responsiveness, or functionality of the Prentis Field Diagnostic Platform at any particular time, including during active field service calls. Subscribers must not depend on the availability or responsiveness of the Platform during any service call. Subscribers must maintain the independent ability to perform their professional work without Platform assistance at all times, and must not delay, defer, or condition any action, including any safety-critical action, on the Platform's availability, response time, or output. Prentis shall have no liability for any harm, loss, damage, injury, or consequence arising from the Platform's unavailability, outage, degraded performance, timeout, or technical failure during a field service call. Each Subscriber's professional obligations and duty of care exist independently of, and are not affected by, the Platform's availability or the content of any guidance the Platform provides.

26.2 Force Majeure. Prentis is not liable for any failure or delay in performance, or for any interruption, degradation, or unavailability of the Services, arising from events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, governmental or regulatory action, changes in applicable law, failures of or changes to third-party services, networks, hardware, or application programming interfaces (including those of the Platform's artificial intelligence, infrastructure, hosting, authentication, or payment providers), internet or telecommunications failures, power outages, and cyberattacks.

27. Enterprise and Teams Access — Prentis Field Diagnostic Platform

Employers and other business entities seeking to license the Prentis Field Diagnostic Platform for multiple users or on a workforce-wide basis may do so pursuant to a separate written Enterprise Agreement with Prentis. Enterprise Agreements govern the commercial terms, seat licensing structure, administrative access, employer-level data rights, and any additional obligations applicable to enterprise-level access to the Prentis Field Diagnostic Platform. Enterprise Agreements supplement and are incorporated into these Terms of Use. To the extent of any direct conflict between these Terms and a duly executed Enterprise Agreement, the Enterprise Agreement shall control with respect to the enterprise user's access to the Prentis Field Diagnostic Platform. Individual Subscribers accessing the Platform through an Employer's Enterprise Agreement remain subject to these Terms of Use, including the Professional Attestation requirements in Section 6. For inquiries regarding enterprise or team licensing of the Prentis Field Diagnostic Platform, please contact support@prentis.co.

28. Complete Agreement

These Terms constitute the entire agreement between you and Prentis with respect to your use of the Prentis platform and Content, including the Prentis Pre-Hire Training Program and the Prentis Field Diagnostic Platform, except to the extent that a separate written agreement between you and Prentis — such as an MSA, an Enterprise Agreement, or an Instructor agreement — expressly supersedes or supplements these Terms with respect to specific subject matter. Your use of the Prentis platform is also subject to the Prentis Privacy Policy, which is incorporated herein by reference. If any provision of these Terms is found to be invalid or unenforceable by any court having competent jurisdiction, the invalidity or unenforceability of such provision shall not affect the validity or enforceability of the remaining provisions, which shall remain in full force and effect. No waiver of any term or condition of these Terms shall be deemed a further or continuing waiver of such term or condition or any other term or condition. Prentis's failure to exercise or enforce any right under these Terms does not constitute a waiver of that right.

Assignment. You may not assign or transfer these Terms, or any rights or obligations under them, without Prentis's prior written consent, and any attempted assignment in violation of this provision is void. Prentis may assign or transfer these Terms, in whole or in part, without your consent, to an affiliate or to a successor in connection with a merger, acquisition, reorganization, financing, or sale of assets. These Terms bind and benefit the parties and their permitted successors and assigns.

29. Contact Us

For questions or comments about these Terms of Use, to exercise any rights described in these Terms, to request account deletion, to submit feedback, to dispute a screening result, or to request human review of an AI-assisted determination, please contact us at:

Prentis Technologies, Inc.

Email: support@prentis.co

ACKNOWLEDGEMENT

BY USING OUR WEBSITE, MOBILE APPLICATION, OR OTHER SERVICES — INCLUDING THE PRENTIS PRE-HIRE TRAINING PROGRAM AND THE PRENTIS FIELD DIAGNOSTIC PLATFORM — YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF USE IN THEIR ENTIRETY AND AGREE TO BE BOUND BY THEM.

Effective Date: July 16, 2026

Last Updated: July 16, 2026