Pro Terms of Service

Capitalized terms used in these Terms have the meanings given below or elsewhere in these Terms:

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party.

“AI Tools” means the artificial intelligence, machine learning, natural language, and automated matching or scoring features made available within the Platform, including the DPA matching engine, the “Prescott” coaching assistant, and any AI-generated summaries, explanations, rankings, or recommendations.

“Authorized User” means an individual employee, agent, contractor, member, loan officer, case worker, or volunteer of yours who is issued a Seat and credentials to access the Pro App under these Terms, and who has agreed to comply with these Terms and Hey Prescott’s then-current end-user terms.

“Borrower App” means the free, consumer-facing mobile and web application through which individual homebuyers (“Consumers”) may search, save, and receive coaching on DPA and affordability programs.

“Confidential Information” has the meaning set forth in Section 11.

“Documentation” means Hey Prescott’s then-current user guides, help-center articles, and onboarding materials made generally available to Pro App subscribers.

“DPA” means down payment assistance, and includes related affordability tools such as grants, forgivable loans, deferred second mortgages, rate buy-downs, closing-cost assistance, and mortgage-credit-certificate or tax-credit programs.

“DPA Database” or “DPA Data” means the compiled, curated database of DPA and affordability program information maintained by Hey Prescott, including program eligibility criteria, benefit amounts, and program terms, which is sourced in whole or in part from public and third-party sources as described in Section 8.

“Effective Date” means the date first written on the cover page of these Terms.

“Fees” means the amounts payable by you as set out in your order form.

“Intellectual Property Rights” means all patent, copyright, trademark, trade secret, database, moral, and other intellectual property rights, whether registered or unregistered, anywhere in the world.

“Order Form” means your order form (Pilot Scope) and any subsequent order form, statement of work, or renewal order signed or accepted by both Parties that references these Terms.

“Personal Information” means information that identifies, relates to, or is reasonably capable of being associated with an identified or identifiable individual, including Consumer information collected through the wizard (e.g., name, contact information, income range, credit-score range, and household information).

“Pilot Period” or “subscription term” means the evaluation period identified on the cover page and in your order form.

“Platform” means, collectively, the Borrower App, the Pro App, the DPA Database, the AI Tools, and all related Hey Prescott software, APIs, and infrastructure, together with the Documentation.

“Pro App” means the subscription web application through which Authorized Users access branded wizard links, the CRM-lite lead inbox, program-match alerts, and related professional tools.

“Seat” means a named-user license entitling one individual Authorized User to access the Pro App, as further described in Section 6.

“Services” means Hey Prescott’s provision of Platform access, onboarding, training, support, and related professional services described in these Terms and your order form.

“Subscription Term” means, following any conversion under Section 18, the then-current renewal term of your ongoing subscription to the Platform.

“Third-Party Data” means DPA Data and any other information, content, or data made available through the Platform that originates from a government agency, housing finance agency, nonprofit, employer, or other third party rather than from Hey Prescott itself.

“Usage Data” means technical and analytical data generated by or about your and its Authorized Users’ use of the Platform (e.g., login frequency, feature usage, wizard-completion rates, query volume), excluding the underlying content of Consumer submissions.

To use the Pro features of Hey Prescott you must (a) be at least 18 years old, (b) hold an active state or NMLS license appropriate to the role you select on the platform, and (c) keep that license in good standing during your use of the platform. We verify license status during onboarding and periodically thereafter.

3.1 Permitted Use

You may: (a) provide Authorized Users with credentials to access the Pro App; (b) share branded wizard links generated by the Platform with Consumers you serves; (c) use AI Tools and DPA Data to support, and not replace, the independent professional judgment of your Authorized Users; and (d) use Platform outputs internally for reporting, coaching, and pipeline management, in each case consistent with your order form and applicable law.

3.2 Reservation of Rights

Hey Prescott reserves all rights not expressly granted in these Terms. No license, right, or interest in any Hey Prescott trademark, trade name, or logo is granted under these Terms except as expressly stated in a separate written agreement.

You shall not, and shall not permit any Authorized User or third party to:

• copy, modify, translate, or create derivative works of the Platform, the DPA Database, or any AI Tool;
• reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying models, model weights, prompts, or training methodology of the Platform;
• sell, resell, rent, lease, sublicense, distribute, or provide the Platform to any third party outside your own organization, including through a service bureau, outsourcing, or white-label arrangement, without Hey Prescott’s prior written consent;
• use the Platform to build, train, or improve a competing product, service, or AI model, or to benchmark the Platform for a competing offering;
• access or use the Platform beyond the number of Seats, integration scope, or usage volume identified in your order form, except upon written agreement to additional Fees under your order form;
• remove, obscure, or alter any proprietary notice, trademark, or branding (including the “Hey Prescott” or “Prescott” marks) appearing on or within the Platform, except as expressly permitted under an approved co-branding arrangement described in your order form;
• use automated means (bots, scrapers, crawlers) to extract data from the Platform outside of the features and APIs Hey Prescott makes available for that purpose; or
• use the Platform in violation of the Acceptable Use Policy in Section 5.

In addition to the restrictions in Section 4, You shall not, and shall not permit any Authorized User to, use the Platform to:

Hey Prescott may investigate suspected violations of this Section 5 and take action under Section 20, including suspension of the offending account, pending investigation.

• violate any applicable law, including fair housing, fair lending, consumer protection, or data privacy law;
• discriminate against, or steer, any Consumer on the basis of race, color, religion, national origin, sex, familial status, disability, or any other legally protected characteristic;
• harass, defraud, or deceive any Consumer, including by misrepresenting Hey Prescott’s or your role, affiliation, or the terms of any DPA program;
• upload or transmit viruses, malware, or other harmful code, or attempt to gain unauthorized access to the Platform or any related system or account;
• interfere with or disrupt the integrity or performance of the Platform, including through excessive automated queries or load beyond normal professional use;
• misrepresent your identity, licensure, or affiliation with Hey Prescott; or
• use the Platform to collect, store, or process Personal Information for any purpose other than the permitted purposes described in Section 3.1 and Section 9.

6.1 Account Security

you and each Authorized User are responsible for maintaining the confidentiality of login credentials and for all activity occurring under an Authorized User’s account. You shall promptly notify Hey Prescott of any known or suspected unauthorized access to, or use of, an Authorized User account.

6.2 Offboarding

Upon an Authorized User’s departure from your organization, or upon expiration or termination of these Terms, You shall promptly deactivate the corresponding account(s). Hey Prescott may also independently suspend an individual account it reasonably believes has been compromised or is being used in violation of these Terms.

7.1 Nature of AI Outputs

The Platform uses AI Tools — including machine-learning matching models and the “Prescott” conversational assistant — to help identify DPA and affordability programs a Consumer may qualify for, to generate plain-language explanations, and to support Authorized Users’ coaching conversations. AI Tools are probabilistic in nature. Outputs (including eligibility rankings, “eligible”/“may qualify” determinations, dollar-amount estimates, and generated text) may be incomplete, outdated, or inaccurate, and may not reflect the most current rules of any given DPA program.

7.2 Not Professional Advice

AI Tool outputs, and the Platform generally, are informational and educational only. Nothing in the Platform constitutes legal, financial, tax, credit, lending, underwriting, or compliance advice, and no attorney-client, advisory, or fiduciary relationship is created between Hey Prescott and you, any Authorized User, or any Consumer.

7.3 Mandatory Human Review

You shall ensure that its Authorized Users independently review and verify any AI-generated eligibility determination, program match, or benefit estimate before relying on it or conveying it to a Consumer as final, and shall not represent an AI Tool output to a Consumer or any third party as a guarantee of eligibility, approval, or funding.

7.4 No Automated Adverse Decisions

You shall not use AI Tool outputs as the sole or determinative basis for any credit decision, underwriting decision, adverse action, or other decision affecting a Consumer’s access to housing, credit, or assistance. you remains solely responsible for its own compliance with the Equal Credit Opportunity Act, the Fair Housing Act, applicable state fair-lending and fair-housing laws, and any other law governing your use of automated tools in connection with housing or credit decisions.

7.5 Model Changes

Hey Prescott may update, retrain, reconfigure, or discontinue any AI Tool, in whole or in part, at any time without liability, provided that Hey Prescott will use commercially reasonable efforts to avoid materially degrading core Platform functionality described in your order form without reasonable notice.

7.6 Restrictions on Use of AI Tools

You shall not, and shall not permit any Authorized User to, use the AI Tools or their outputs to train, fine-tune, distill, or otherwise develop any competing artificial intelligence model or product, or to systematically extract underlying prompts, model architecture, or model weights.

8.1 Sourcing

The DPA Database is compiled from public records and third-party sources, including municipal, county, state, and federal agencies, housing finance agencies, nonprofit organizations, and employer benefit programs. Hey Prescott undertakes periodic (currently monthly) review and refresh of DPA Data but does not independently verify every program with its administering agency on a real-time basis.

8.2 No Guarantee of Accuracy or Availability

Hey Prescott does not guarantee the accuracy, completeness, currency, or continued availability of any DPA Data or Third-Party Data. Program terms, funding availability, income limits, and eligibility rules are set by the administering agency and are subject to change or program closure without notice to Hey Prescott.

8.3 No Administration of Programs

Hey Prescott does not administer, fund, guarantee, underwrite, or approve any DPA or affordability program. All eligibility determinations, funding decisions, and approvals rest solely with the applicable administering agency and the Consumer’s chosen licensed lender. Nothing in the Platform constitutes a commitment of funds by Hey Prescott or any third party.

8.4 Independent Verification

You are responsible for directing its Authorized Users to independently confirm current program details directly with the administering agency or lender before relying on, or advising a Consumer to rely on, any DPA Data in connection with a specific transaction.

9.1 Roles of the Parties

Hey Prescott collects Personal Information directly from Consumers who use the Borrower App and wizard, and makes a limited subset of that Personal Information available to an Authorized User only after a Consumer elects to connect with, or is routed to, that Authorized User (a “Handoff”). You and your Authorized Users shall treat any Personal Information received through a Handoff in accordance with applicable law and your own privacy obligations to its clients and members.

9.2 Compliance with Law

Each party shall comply with applicable data protection and privacy laws in connection with its performance under these Terms, including, as applicable to your entity type, the Gramm-Leach-Bliley Act and its implementing Safeguards Rule, applicable state data-privacy and data-breach-notification statutes, and, for any marketing outreach, the CAN-SPAM Act and the Telephone Consumer Protection Act.

9.3 Security Measures

Hey Prescott maintains administrative, technical, and physical safeguards designed to protect Personal Information against unauthorized access, use, or disclosure, including encryption of data in transit and at rest, role-based access controls, and vendor security review of material subprocessors. You shall maintain commercially reasonable safeguards for any Personal Information it receives through a Handoff, consistent with the safeguards you applies to its own comparable customer or member data.

9.4 No Sale of Consumer Data

Hey Prescott does not sell Consumer Personal Information to third parties, including to you, other than through a Consumer-directed Handoff described in Section 9.1.

9.5 Security Incident Notification

Each party shall notify the other without undue delay, and in no event later than seventy-two (72) hours after confirming, any security incident that has resulted in unauthorized access to, or acquisition of, Personal Information received from the other Party, and shall reasonably cooperate with the other Party’s investigation and any legally required notifications.

9.6 Subprocessors

Hey Prescott may use third-party service providers (e.g., cloud hosting, communications, and analytics vendors) to support the Platform, and remains responsible for such providers’ handling of Personal Information consistent with this Section 9.

When a borrower connects with you through Hey Prescott, you receive a limited subset of their wizard answers and saved programs, as described in Section 9.1. You may use that data solely to provide services to that borrower.

You may not (a) scrape, export, or download borrower data outside the platform, (b) use borrower data for any non-Hey-Prescott purpose, including building marketing lists or training models, or (c) share borrower personal information with any third party except as required by law or expressly authorized by the borrower. Borrowers retain the right to disengage at any time without explanation; you will respect that.

11.1 Definition

“Confidential Information” means non-public information disclosed by either Party to the other, whether orally or in writing, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure, including pricing, these Terms’s terms, unreleased features, the DPA Database’s structure and sourcing methodology, AI Tool design, your business and operational information, and Personal Information.

11.2 Obligations

Each party shall: (a) use the other Party’s Confidential Information solely to perform its obligations or exercise its rights under these Terms; (b) protect it using at least the same degree of care it uses for its own confidential information of similar sensitivity, and no less than a reasonable degree of care; and (c) disclose it only to employees, contractors, and advisors with a need to know, who are bound by confidentiality obligations at least as protective as those in this Section 11.

11.3 Exclusions

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving Party; (b) was rightfully known to the receiving Party before disclosure; (c) is rightfully received from a third party without duty of confidentiality; or (d) is independently developed without use of the disclosing Party’s Confidential Information.

11.4 Compelled Disclosure

A Party may disclose Confidential Information to the extent required by law, regulation, or valid legal process (including a request from a bank regulator or government supervisory authority), provided that, where legally permitted, it gives the disclosing Party reasonable advance notice and reasonably cooperates, at the disclosing Party’s expense, with any effort to limit or seek confidential treatment of the disclosure.

11.5 Return or Destruction

Upon written request following termination or expiration of these Terms, each Party shall return or destroy the other Party’s Confidential Information in its possession, except for archival copies retained pursuant to routine backup procedures or bona fide legal or regulatory retention requirements, which shall remain subject to this Section 11.

12.1 Hey Prescott IP

As between the Parties, Hey Prescott owns all right, title, and interest in and to the Platform, the DPA Database (including its compilation, structure, and sourcing methodology), the AI Tools, the Documentation, and all associated Intellectual Property Rights, including all trademarks such as “Hey Prescott” and “Prescott.” No rights are granted except the limited license expressly set forth in Section 3.

12.2 Your Data

As between the Parties, You retain all right, title, and interest in and to your own business information, branding, and any content you uploads to or inputs into the Platform (“Your Data”), subject to the license You grant Hey Prescott in Section 12.4 to operate the Platform.

12.3 Feedback

If you or any Authorized User submits ideas, suggestions, or feedback regarding the Platform, You grant Hey Prescott a perpetual, irrevocable, royalty-free, worldwide license to use and incorporate that feedback into the Platform without obligation or compensation to you.

12.4 License to Operate; Aggregated Data

You grant Hey Prescott a limited license to use Your Data and Usage Data solely to provide, secure, support, and improve the Platform. Hey Prescott may create and use de-identified, aggregated data derived from Platform usage (across Hey Prescott’s customer base generally) for analytics, product improvement, and industry benchmarking, provided such aggregated data does not identify you or any individual Consumer.

12.5 Trademark Use

Neither Party may use the other Party’s trademarks, logos, or branding except as expressly authorized in a separate written agreement or with the other Party’s prior written consent.

Hey Prescott exists to surface down-payment-assistance options that match the borrower's situation — not to direct borrowers toward higher-cost products. You warrant that you will not use Hey Prescott to steer borrowers toward products that generate higher compensation for you when comparable lower-cost products are available. Steering violations are grounds for immediate termination under Section 20.

You warrant that your use of Hey Prescott complies with the Real Estate Settlement Procedures Act, including RESPA Section 8's prohibition on kickbacks, referral fees, and unearned fees. The platform's connection model is structured to be RESPA-neutral; you may not use any feature in a way that violates Section 8 of that Act. If you have any doubt whether a planned use complies, contact compliance@heyprescott.com before acting.

You represent that the license you presented during onboarding is currently active and in good standing. You agree to notify us within 7 days of any of: (a) license suspension or revocation, (b) disciplinary action by a state regulator or the NMLS, (c) any criminal charge or conviction related to lending, real estate, or financial services, or (d) a change in your employing entity that affects your licensure or the contact information on file.

Borrowers may rate and review your services after a connection completes. Reviews are borrower commentary, not Hey Prescott statements. We moderate reviews under our published policy, but we do not guarantee removal of any specific review absent clear cause. You may respond to reviews on your public profile.

If your subscription includes Content Studio, you may use templates and outputs generated on the platform in your own marketing channels. You own the editable portions of any output you publish. Hey Prescott retains all rights in the underlying template structure, design system, and the “Powered by Hey Prescott” mark, which must remain visible on generated assets unless you negotiate a separate white-label arrangement.

Content Studio outputs are AI outputs and are subject to Section 7, including the review obligation in Section 7.3.

Pro plans bill on a recurring monthly or annual cadence. New self-serve accounts start with a trial of the length shown at signup; you may cancel during the trial at no charge. After the trial, your payment method is charged automatically each cycle. You may cancel at any time from Settings → Subscription; the cancellation takes effect at the end of the current paid term. Refunds are not issued for partial periods except where required by state law.

If you access the platform under a separately signed pilot or enterprise agreement, the fees, term, and conversion provisions of that agreement govern instead of this Section, and no trial applies.

19.1 Availability

Hey Prescott will use commercially reasonable efforts to make the Pro App available in accordance with the service levels, if any, set out in your order form. During your subscription term, the Platform is provided on a best-efforts evaluation basis and, unless your order form states a specific uptime commitment, without a guaranteed uptime percentage or service-credit remedy.

19.2 Scheduled Maintenance

Hey Prescott may perform scheduled maintenance that temporarily affects availability. Where reasonably practicable, Hey Prescott will provide advance notice of scheduled maintenance windows expected to materially affect availability, as further described in your order form.

19.3 Emergency Maintenance

Hey Prescott may perform emergency maintenance without advance notice where reasonably necessary to address a security vulnerability, service-affecting incident, or similar urgent issue.

19.4 Beta and Experimental Features

Hey Prescott may make experimental, beta, or early-access features available for testing during the Platform. Such features are provided “as is,” may be modified or withdrawn at any time without notice, and are excluded from any service levels in your order form unless expressly stated otherwise.

19.5 Support

Hey Prescott will provide support in accordance with your order form, including onboarding, training, and ongoing customer support for the Organization Administrator and Authorized Users.

20.1 Termination for Cause

Either Party may terminate these Terms upon written notice if the other Party materially breaches these Terms and fails to cure such breach within thirty (30) days after receiving written notice describing the breach in reasonable detail.

20.2 Immediate Suspension

Hey Prescott may immediately suspend your or any Authorized User’s access to the Platform, without prior notice, in the event of: (a) suspected fraud, security threat, or unauthorized access; (b) a violation of Section 5 (Acceptable Use Policy); (c) non-payment as described in Section 18; or (d) a reasonable good-faith belief that continued access would expose Hey Prescott, a Consumer, or a third party to material harm or legal liability. Hey Prescott will provide notice of the suspension and the reason for it as soon as reasonably practicable.

20.3 Effect of Termination

Upon termination or expiration of these Terms: (a) your license under Section 3 immediately ends and Hey Prescott may deactivate all Authorized User accounts; (b) You shall pay all Fees accrued through the effective date of termination; (c) each Party shall comply with Section 11.5 regarding Confidential Information; and (d) Hey Prescott will make Your Data available for export for thirty (30) days following termination upon written request, after which Hey Prescott may delete such data in the ordinary course, subject to routine backups and legal retention requirements.

20.4 Appeal

You may appeal a suspension in writing to compliance@heyprescott.com within 30 days of the suspension date. We will respond within 14 days. If the response does not resolve the matter you may request review by a second admin within an additional 14 days; that review is final.

21.1 By Hey Prescott

Hey Prescott shall defend you against any third-party claim alleging that the Platform, as provided by Hey Prescott and used in accordance with these Terms, infringes or misappropriates that third party’s U.S. patent, copyright, or trade secret, and shall indemnify you for damages finally awarded or amounts agreed in settlement, provided you promptly notifies Hey Prescott of the claim, gives Hey Prescott sole control of the defense and settlement, and reasonably cooperates. This Section 21.1 does not apply to claims arising from: (a) Your Data; (b) modification of the Platform not made by Hey Prescott; (c) use of the Platform in combination with products or services not provided by Hey Prescott, where the claim would not have arisen but for such combination; or (d) use of the Platform in violation of these Terms.

21.2 By you

You shall defend Hey Prescott against any third-party claim arising from: (a) your or an Authorized User’s violation of these Terms, including the Acceptable Use Policy; (b) your or an Authorized User’s violation of applicable law, including fair lending or fair housing law, in connection with use of the Platform; (c) use of AI Tool outputs as the sole basis for an adverse action or credit decision in violation of Section 7.4; or (d) Your Data, and shall indemnify Hey Prescott for damages finally awarded or amounts agreed in settlement, subject to the same notice, control, and cooperation conditions described in Section 21.1.

21.3 Procedure

The indemnifying Party's obligations under this Section 21 are conditioned on the indemnified Party providing prompt written notice of the claim, granting the indemnifying Party control of the defense and any settlement (provided any settlement that imposes liability or obligations on the indemnified Party requires its prior written consent, not to be unreasonably withheld), and providing reasonable cooperation at the indemnifying Party’s expense.

EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE PLATFORM AND ALL SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. HEY PRESCOTT DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

HEY PRESCOTT DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, THAT ANY DPA DATA OR AI TOOL OUTPUT WILL BE ACCURATE OR COMPLETE, OR THAT ANY CONSUMER WILL BE APPROVED FOR, OR RECEIVE FUNDING UNDER, ANY DPA OR AFFORDABILITY PROGRAM.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, OR LOSS OF DATA, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EXCEPT FOR (A) EACH PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 15, (B) A PARTY’S BREACH OF SECTION 8 (CONFIDENTIALITY), (C) A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR (D) PILOT PARTNER’S PAYMENT OBLIGATIONS UNDER SECTIONS 3 AND 14, EACH PARTY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY PILOT PARTNER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

The Parties acknowledge that the limitations in this Section 23 are an essential basis of the bargain and will apply notwithstanding the failure of essential purpose of any limited remedy, to the extent permitted by applicable law.

24.1 Force Majeure

Neither Party will be liable for any delay or failure to perform (other than a payment obligation) resulting from causes beyond its reasonable control, including acts of God, natural disaster, war, terrorism, civil unrest, labor dispute, governmental action, internet or telecommunications failure, or failure of a third-party hosting or infrastructure provider, provided the affected Party uses commercially reasonable efforts to mitigate the impact and resume performance promptly.

24.2 Assignment

Neither Party may assign or transfer these Terms, in whole or in part, without the other Party’s prior written consent, except that either Party may assign these Terms without consent to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of the assigning Party’s assets related to these Terms, provided the assignee agrees in writing to be bound by these Terms. Any purported assignment in violation of this Section 24.2 is void. These Terms binds and benefits the Parties and their permitted successors and assigns.

24.3 Notices

All notices under these Terms must be in writing and delivered by email (with confirmation of receipt), nationally recognized overnight courier, or certified mail, to the addresses below or such other address as a Party designates in writing. Notices are deemed received: (a) when sent, if by email during the recipient’s normal business hours (or the next business day, if sent outside business hours); (b) one (1) business day after dispatch, if by overnight courier; or (c) three (3) business days after mailing, if by certified mail.

Hey Prescott

you

Attn.

Legal / Contracts

[Name / Title]

Address

LendSquawk, LLC dba Hey Prescott

[Street Address], Atlanta, GA [ZIP]

[you Address]

Email

legal@heyprescott.com

[you Notice Email]

24.4 Survival

The following provisions survive expiration or termination of these Terms for any reason: Section 1 (Definitions), Section 3.2 (Reservation of Rights), Section 18 (as to Fees accrued but unpaid), Section 8 (DPA Data and Third-Party Information Disclaimers), Section 9 (Privacy and Security Obligations, as to Personal Information retained after termination), Section 11 (Confidentiality), Section 12 (Intellectual Property), Section 20.3 (Effect of Termination), Section 18 (Payment Defaults), Section 21 (Indemnification), Section 22 (Warranty Disclaimer), Section 23 (Limitation of Liability), Section 24.2 through Section 26 (Assignment through Governing Law and General Provisions), and any other provision that by its nature is intended to survive.

25.1 Governing Law

These Terms is governed by the laws of the State of Georgia, without regard to its conflict-of-laws principles.

25.2 Venue

Subject to Section 25.3, the Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Fulton County, Georgia, for any dispute arising out of or relating to these Terms.

25.3 Informal Resolution First

Before initiating formal proceedings, the Parties will attempt in good faith to resolve any dispute through negotiation between designated business representatives within thirty (30) days of a written request, provided that either Party may seek injunctive or equitable relief at any time to protect its Confidential Information or Intellectual Property Rights.

25.4 Government and public-agency users

If You are a government or public-agency entity for which the governing-law, venue, or fee-shifting terms of this Section 25 or Section 18 are not permitted under applicable public procurement, sovereign-immunity, or appropriations law, the Parties will negotiate in good faith to substitute terms that are enforceable against you while preserving, to the maximum extent permitted by law, the intent of this Section 25 and Section 18.

26.1 Entire Agreement

These Terms, including all Exhibits and any Order Form, constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior or contemporaneous agreements, proposals, and understandings, whether written or oral. In the event of a conflict between the body of these Terms and an Exhibit, the Exhibit controls solely as to the specific subject matter it addresses (e.g., scope, pricing, or service levels).

26.2 Amendment

These Terms may be amended only by a written instrument signed by authorized representatives of both Parties, except that Hey Prescott may update the Documentation and non-material operational details of the Platform without amending these Terms, provided such updates do not reduce your rights or increase your obligations under these Terms.

26.3 Severability

If any provision of these Terms is held unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, or severed if it cannot be so modified, and the remaining provisions will continue in full force and effect.

26.4 Waiver

No waiver of any provision of these Terms is effective unless in writing and signed by the waiving Party. No failure or delay in exercising any right under these Terms operates as a waiver of that right.

26.5 Independent Contractors

The Parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, franchise, or employment relationship between the Parties.

26.6 No Third-Party Beneficiaries

These Terms does not confer any right or remedy on any person or entity other than the Parties, except as expressly stated.

26.7 Counterparts and Electronic Signatures

These Terms may be executed in counterparts, each of which is deemed an original, and all of which together constitute one instrument. Signatures delivered by electronic means (including e-signature platforms and PDF) have the same legal effect as original signatures.

26.8 Modifications to these Terms

We may update these Terms over time. Material changes will be communicated at least 30 days before they take effect, by email to the address on your account and by an in-app notice, and the updated Terms will be published at heyprescott.com/legal/pro-terms with their effective date. By continuing to use the platform on or after that effective date, you acknowledge and agree to the updated Terms. If you do not agree, you may close your account at any time before the effective date. Non-material changes take effect immediately and are announced by email only. Where you access the platform under a signed pilot or enterprise agreement, that agreement pins the version of these Terms it incorporates, and a later version does not alter it without a written amendment.