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Terms of Service

Preppally Terms of Service

Preppally (together with our affiliates, “Preppally”, “we”, or “us”) provides an online career guidance service on the Preppally website located at https://preppally.com/ and a mobile application (collectively, the “Site”, and the Site, together with any products and services provided by Preppally, the “Service”). By registering on the Site or by visiting, browsing, or using the Preppally Service in any in any way, you (“user” or “you”) accept these Terms of Use (the “Terms” or “Terms of Service”), which forms a binding agreement between you and Preppally.

THESE TERMS SET FORTH LEGALLY BINDING TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE SERVICE. BY ACCESSING OR USING THE SITE OR SERVICE, YOU ARE ACCEPTING THESE TERMS ON YOUR OWN BEHALF OR ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY. IF YOU ARE ENTERING THESE TERMS ON BEHALF OF A COMPANY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS, IN WHICH CASE THE TERMS “YOU” OR “USER” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU ARE A BUSINESS USER (AS SUCH TERMS ARE DEFINED BELOW), THEN THESE TERMS WILL APPLY TO YOU TO THE EXTENT THEY ARE APPLICABLE TO USERS. FOR CLARITY, IF YOUR COMPANY HAS SEPARATELY EXECUTED A MASTER SERVICES AGREEMENT (“MSA”) OR ORDER FORM WITH US AND YOU ARE AUTHORIZED BY SUCH COMPANY TO CREATE A BUSINESS PLAN (AS DEFINED BELOW), THESE UPDATED TERMS OF USE APPLY ONLY TO THE EXTENT AUTHORIZED BY YOUR COMPANY’S MSA OR ORDER FORM.

YOU MAY NOT ACCESS OR USE THE SITE OR SERVICE IF YOU ARE NOT AT LEAST 16 YEARS OLD. IF YOU ARE UNDER 18 YEARS OLD (OR THE AGE OF MAJORITY IN THE JURISDICTION FROM WHICH YOU ARE ACCESSING THE SITE OR SERVICE ), THEN YOU MAY ONLY ACCESS THE SITE OR SERVICE IF YOU HAVE YOUR PARENT OR LEGAL GUARDIAN’S CONSENT. IF YOU DO NOT HAVE THE AUTHORITY TO BIND YOUR COMPANY, OR IF YOU DO NOT AGREE WITH ALL OF THE TERMS AND CONDITIONS SET FORTH IN THESE TERMS, DO NOT ACCEPT THESE TERMS AND YOU MAY NOT ACCESS AND/OR USE THE SITE OR SERVICE.

1. Account

1.1 Account creation

In order to use certain features of the Service, you must register for an account (“Account”) and provide certain information about yourself. You represent and warrant that: (a) all registration information you submit is truthful and accurate, and (b) you will maintain the accuracy of such information. You agree that all account information you provide is governed by our Privacy Policy and you consent to all actions we take with respect to your information consistent with our Privacy Policy. Our Privacy Policy forms a part of these Terms. You may delete your Account at any time, for any reason, by following the instructions on the Service. Preppally may suspend or terminate your Account in accordance with Section 6.

1.2 Access Through a SNS

If you access the Site through a social networking service (“SNS”), you may link your Account with your SNS account. This will allow Preppally to access your SNS account, subject to the applicable terms and conditions that govern your use of each SNS account. You represent that you are entitled to disclose your SNS account login information to Preppally and/or grant Preppally access to your SNS account as set forth herein and that doing so does not breach any provisions of the applicable SNS account. By granting Preppally access to any SNS accounts, you understand that Preppally may access, use, make available, and store (if applicable) any information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials accessible on your SNS account in and through the Service. You may disable the connection between your Account and your SNS account at any time by accessing the “Account” section of the Service.

1.3 Account Responsibilities

You are responsible for maintaining the confidentiality of your Account login information and for all activities that occur under your Account. You agree to immediately notify Preppally of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. Preppally cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.

2. Preppally Programs and Purchase Terms

2.1 Programs

The features and price of your access to the Service is determined by the subscription or one-time fee program and account type you register for, purchase, renew, or change into (each, a “Program”)—to review the features and price associated with Preppally’s Programs, please visit https://preppally.com/career-programs/.

2.2 Free Program

If you sign-up for a free program (“Free Program”) through our Site, Preppally grants you a non-transferable, non-exclusive, revocable, limited license to use and access the Service in strict accordance with these Terms. We reserve the right, in our absolute discretion, to withdraw or to modify your access to the Service at any time without prior notice and with no liability.

2.3 Individual Program

(a) Individual Program: If you purchase an individual subscription or one-time fee program (“Individual Program”), Preppally grants you a non-transferable, non-exclusive, revocable, limited license to use and access the Service solely for your own personal use for the subscription term selected (the “Individual Term”) in strict accordance with these Terms.

(b) Publicity: As an Individual Program (subscription or one-time fee) holder, you agree that we may include your name in a list of customers and identify that you are a user of Preppally. We may post your name, profile picture and LinkedIn on our Site and promotional materials provided that such use may be for informational purposes only in marketing efforts, and for no other purpose.

2.4 Business Program

(a) Business License: If you purchase a business subscription or one-time program (“Business Program”) through our Site or through a separate Preppally provided order form (“Order Form”), Preppally grants you a non-transferable, non-exclusive, revocable, limited license to use and access the Service for the subscription term selected (the “Business Term”) in strict accordance with these Terms.

(b) Transfer: You acknowledge and agree that the Business Program, granted under these Terms are specific to the individual Business Users you designate. The Individual Business Subscriptions or One-Time Fee granted under these Terms are not transferable to any other individual for any reason. You will take all commercially reasonable steps to prevent your Business Users from granting access to the Service to any other individuals.

(c) Publicity: As a Business Plan subscription holder, you agree that we may include your name in a list of customers and identify that you are a user or partner of Preppally. We may post your company name and logo on our Site and promotional materials provided that such use may be for informational purposes only in marketing efforts, and for no other purpose

2.5 Fees

The License is expressly conditioned on timely payment of the then-applicable license fee (“Subscription Fee”). We may include a separate charge for any applicable sales, use, value-added, or excise taxes, and any other similar taxes, duties or charges of any kind. We will remit taxes collected, if any, to the appropriate taxing authority. If payment is not received within the required time period, we may suspend your access to the Service until payment is received. Except as set forth in the Terms, all Subscription fees and One-Time fees are non-refundable. We reserve the right to increase or decrease any Subscription Fee and One-Time Fee at any time; however, to the extent you have paid your Subscription Fee in advance, the increase or decrease will not become effective for your Plan until the end of your current Term or your next renewal.

2.6 Auto-Renewal for Subscription Services

Unless you opt out of auto-renewal, your Subscription will be automatically extended following any subscription term, for the same period of time as the subscription term, at the then-current rate. To change or terminate your Subscription, go to your Account page or contact us at admin@preppally.com. If you terminate your Subscription during the subscription term, you may use your Subscription until the end of the then-current term and your Subscription will not be renewed after the then-current term expires. However, you won’t be eligible for a prorated refund of any portion of the Subscription Fee paid for the then-current subscription term.

3. Trial Subscriptions, Trial Programs and Beta Releases

From time to time, Preppally may provide you with a Free Program or a Preppally Service on a trial basis at no charge (a “Trial Subscription”) or with access to features and functionality designated as pilot, unreleased, limited release, non-production, early access, in development, or in “alpha” or “beta” or by a similar description (collectively, “Beta Releases”), which are optional for you to use, any may be subject to supplemental terms that will be presented to you. You may choose to try such Trial Subscriptions, Trial Programs and Beta Releases at your sole risk.

Preppally may use good faith efforts in its discretion to assist You with Trial Subscriptions, Trial Programs or Beta Releases. Nevertheless, and without limiting the other disclaimers and limitations in these Terms, you agree that any Trial Subscriptions, Trial Programs or Beta Releases are provided on an “as is” and “as available” basis, to the fullest extent of the law, without any warranty, support, maintenance, storage or indemnity obligations from Preppally of any kind. You acknowledge and agree that Beta Releases, by their nature, have not been fully tested and may contain bugs, errors, omissions, which may not be corrected by Preppally and that Beta Releases may undergo significant changes prior to release of the generally available final versions. Preppally makes no promises that future versions of Beta Releases will be released or will be available under the same commercial or other terms. Preppally may terminate your right to use any Trial Subscriptions, Trial Programs or Beta Releases at any time for any reason. YOU ACKNOWLEDGE AND AGREE THAT PREPPALLY WILL HAVE NO LIABILITY FOR ANY HARM OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH A TRIAL SUBSCRIPTION, TRIAL PROGRAMS OR A BETA RELEASE.

4. Usage of the service

4.1 Restrictions

The License granted is subject to the following restrictions: (a) you will not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Service, in whole or in part, or any content displayed on the Service; (b) you will not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Service; (c) you will not access or use the Service in order to build a similar or competitive website, product, or service; and (d) except as expressly stated herein or specifically enabled as a feature of the Service, no part of the Service may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. All copyright and other proprietary notices on the Service (or on any content displayed on the Service) must be retained on all copies thereof.

4.2 Limits

We reserve the right to monitor use of the Service and to deactivate or terminate your rights to use the Service (including your Account) if your usage behavior exceeds normal limits, as determined in our sole discretion.

4.3 Modification

Preppally reserves the right, at any time without notice or liability, to change or eliminate any content or feature or restrict the use of any portion of the Service. Your only right with respect to any dissatisfaction is to cease use of the Service. Unless otherwise indicated, any future release, update, or other addition to functionality of the Service will be subject to these Terms.

4.4 Availability of service

You recognize that the traffic of data through the Internet may cause delays during your use of or access to the Service, and accordingly, you agree not to hold us liable or make any claims against us for delays that are ordinary in the course of Internet use. You further acknowledge and accept that the Service may not be available due to such delays, delays caused by our upgrading, modification, or standard maintenance of the Service, or any other delays outside of our control.

4.5 No Support or Maintenance

You acknowledge and agree that Preppally will have no obligation to provide you with any support or maintenance in connection with the Service.

5. Payment terms

5.1 Payment

Subscription holders agree to pay the monthly, annual, or course fee specified when you purchase a Subscription. One-Time Fee holders agree to pay a one-time course fee specified when you purchase an Individual Program. Depending on where you transact with us, the type of payment method used, and where your payment method was issued, your transaction with us may be subject to foreign exchange fees or differences in prices because of exchange rates and other geographic-specific pricing. Any agreement you have with your payment provider will govern your use of your specified payment method. You agree that we may accumulate charges incurred and submit them as one or more aggregate charges during or at the end of each billing cycle. Your failure to terminate and/or continued use of your Subscription reaffirms that we are authorized to charge you for that Subscription. We may submit those charges for payment and you will be responsible for such charges. This does not waive our right to seek payment directly from you.

5.2 Billing Authorisation

You may be asked to provide a credit, charge or debit card number from a card issuer that we accept in order to activate your Subscription – your authorizations in this Section also apply to our payment processor and any other company who acts as a billing agent for us. You hereby authorize us to charge your specified payment method on a monthly or annual basis, in advance, for recurring Subscriptions, and to charge in advance for any course based or other subscription models, and/or to place a hold on your payment method with respect to any unpaid charges for Subscriptions. You authorize the issuer of your selected payment method to pay any amounts described herein without requiring a signed receipt. You authorize us to continue to attempt to charge and/or place holds with respect to all sums described herein, or any portion thereof, to your payment method until such amounts are paid in full. You agree to provide updated payment information upon request and any time the information you previously provided is no longer valid. You acknowledge and agree that neither Preppally, nor any Preppally agent, will have any liability whatsoever for any insufficient funds or other charges incurred by you as a result of attempts to charge, and/or place holds on, your specified payment method as contemplated by these Terms. If you provide a debit card number instead of a credit card number, you authorize all charges described herein to be applied to such debit card unless and until you provide a credit card number.

5.3 Third-Party Payment Processors

You agree to pay us, through our payment processors, all charges at the prices then in effect for any purchase in accordance with the applicable payment terms presented to you at the time of purchase. You agree to make payment using the payment method you provide when you sign up for a Subscription or an Individual Program. We reserve the right to correct, or to instruct our payment processor or financing partner to correct, any errors or mistakes, even if payment has already been requested or received.

6. Termination and Cancellation

6.1 Termination

You agree that we may deactivate or terminate your rights to use the Service (including your Account) or terminate your Program (i) if we believe that you have breached or acted inconsistently with these Terms and (ii) at any time for any reason at our sole discretion if you are a subscription or one-fee course holder under a Free Program. You agree that any such deactivation or termination for the foregoing reasons may be effected without prior notice to you and that we will not be liable to you or any third party for any deactivation of your Account or termination of your Program.

6.2 Cancellation Individual Program

Your Individual Program may be cancelled at any time via your user Account settings page or by emailing admin@preppally.com. After cancellation, your Individual Program will remain active to the end of your then-current Individual Term to the extent your Subscription Fee is paid. We will not offer refunds on any fees or charges related to your Individual Program—this includes any partially used or unused periods for which you have already paid. Your obligation to pay fees continues through the end of your Individual Term.

6.3 Cancellation Business Program

(a) Cause: We or the Business Program subscription holder may cancel the Business Program or any Order Form prior to its expiration if the other party breaches these Terms or an Order Form and fails to cure said breach within thirty (30) days after receipt of notice thereof. Except for instances arising from our uncured breach, all Subscription Fees, One-Time Fees or charges related to your Business Program are non-refundable and all unpaid fees are due and payable immediately upon cancellation.

(b) Convenience: A Business Program may be cancelled for convenience at least prior 30 days prior to the expiration of the then-current Business Term via your account settings page or by notice to us. After cancellation, your Business Program will remain active to the end of your then-current Business Term to the extent your Subscription Fee is paid. In the event of any termination for convenience all portions of the Subscription Fee or One-Time Fee are completely non-refundable. Your obligation to pay fees continues through the end of your Business Term.

6.4 Post-termination or cancellation

These Terms will continue in effect until termination or expiration of your Account or Program. Upon termination or expiration your rights under these Terms, your Account and right to access and use the Service will terminate immediately. Termination or expiration may involve deletion of your User Content associated with your Account. Preppally will not have any liability whatsoever to you for any termination of your rights under these Terms, including for termination of your Account or deletion of your User Content. Even after your rights under these Terms are terminated, the following Sections will remain in effect: 6, 7.1, 8, 10 through 15.

7. Intellectual property

7.1 Ownership

Excluding any User Content that you may provide, you acknowledge that all intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Service and its content, including without limitation any statistical analyses on your data and information resulting from your or your users’ use of the Service (“Statistical Data”) are owned by Preppally or Preppally’s suppliers (“Proprietary Materials”). For clarity, Preppally will only use Statistical Data in an anonymized, deidentified or aggregated form without specifying you as the source of any Statistical Data. Neither these Terms nor your access to the Service transfers to you or any third party any rights, title or interest in or to such Proprietary Materials, except for the limited licence in Section 2. Preppally and its suppliers reserve all rights not granted in these Terms. The License granted you by these Terms is a right of use and access of the Service through the Site and mobile application only, and does not grant to you any right to download or store any Proprietary Materials in any medium, other than (i) that downloadable content that may be provided for certain courses, including exercise files, slides, and interview material, (ii) files that are automatically cached by your web browser for display purposes, and (iii) a copy of the mobile application for your mobile device solely for your own, personal use.

7.2 Rights

We represent, warrant, and covenant that: (i) we have and will have all rights, titles, licenses, intellectual property, permissions and approvals necessary in connection with our performance under these Terms to grant you the License granted hereunder; and (ii) neither the Service, nor the provision or utilization thereof as contemplated under these Terms, will infringe, violate, trespass or in any manner contravene or breach or constitute the unauthorized use or misappropriation of any intellectual property of any third party, provided that this clause will not apply to the extent any such infringement, violation, trespass or contravention, breach, or unauthorized use or misappropriation of any intellectual property is caused by a combination of the Service with User Content or any materials, software, devices, or other things that are not under Preppally’s control.

8. User Content

8.1 User Content

User Content means any information and content that a user submits to, or uses with, the Service (e.g., content in the user’s profile or postings). You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that personally identifies you or any third party. You hereby represent and warrant that your User Content does not and will not violate the Restrictions in Section 8.3. You may not represent or imply to others that your User Content is in any way provided, sponsored or endorsed by Preppally. Preppally is not obligated to backup any User Content, and your User Content may be deleted at any time without prior notice. You are solely responsible for creating and maintaining your own backup copies of your User Content if you desire.

8.2 License

You hereby grant (and represent, warrant and covenant that you have the right to grant) Preppally an irrevocable (except where prohibited by law), non-exclusive, royalty-free and fully-paid-up, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use and exploit your User Content, and to grant sublicenses of the foregoing rights, in connection with the Service through any medium, whether alone or in combination with other content or materials, in any manner and by any means, method or technology, whether now known or hereafter created. You hereby irrevocably waive (and agree to cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content.

8.3 Restrictions

(a) You will not use the Service to collect, upload, transmit, display, or distribute any User Content (i) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual or is otherwise objectionable; (iii) that is harmful to minors in any way; or (iv) that is in violation of any law, regulation, or obligations or restrictions imposed by any third party.

(b) In addition, you agree not to: (i) upload, transmit, or distribute to or through the Service any computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii) send through the Service unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) use the Service to harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Service, or violate the regulations, policies or procedures of such networks; (v) attempt to gain unauthorized access to the Service (or to other computer systems or networks connected to or used together with the Service), whether through password mining or any other means; (vi) harass or interfere with any other user’s use and enjoyment of the Service; or (vi) use software or automated agents or scripts to produce multiple accounts on the Service, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Service (provided, however, that we conditionally grant to the operators of public search engines revocable permission to use spiders to copy materials from the Service for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials, subject to the parameters set forth in our robots.txt file).

(c) You also acknowledge and agree that the Service is not intended to hold any Sensitive Information. You represent and warrant that you will not use our Service to transmit, upload, collect, manage, or otherwise process any Sensitive Information. WE WILL NOT BE LIABLE FOR ANY DAMAGES THAT MAY RESULT FROM YOUR USE OF THE SERVICE IN TRANSMITTING, COLLECTING, MANAGING, OR PROCESSING ANY SENSITIVE INFORMATION. “Sensitive Information” means any passwords, credit card or debit card information, personal financial account information, personal health information, social security numbers, passport numbers, driver’s license numbers, employment records, physical or mental health condition or information, any information that would classify as “Special Categories of Information” under EU data protection laws, or any other information that would be subject to the US Health Insurance Portability and Accountability Act (HIPAA), the Payment Card Industry Data Security Standards (PCI DSS), or other laws, regulations, or industry standards designed to protect similar information.

8.4 Enforcement

We reserve the right (but have no obligation) to review any User Content, and to investigate and/or take appropriate action against you in our sole discretion if you violate any Restrictions or any other provision of these Terms. Such action may include removing or modifying your User Content, terminating your Account in accordance with Section 6, and/or reporting you to law enforcement authorities.

8.5 Feedback

If you provide Preppally with any feedback or suggestions regarding the Service (“Feedback”), you hereby assign to Preppally all rights in such Feedback and agree that Preppally will have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate. Preppally will treat any Feedback you provide to Preppally as non-confidential and non-proprietary. You agree that you will not submit to Preppally any information or ideas that you consider to be confidential or proprietary.

9. Third-Party Like & Ads; Other Users

9.1 Third-Party Links & Ads

The Service may contain links to third-party websites, content and services, and/or display advertisements for third parties (collectively, “Third-Party Links & Ads”). Such Third-Party Links & Ads are not under the control of Preppally, and Preppally is not responsible for any Third-Party Links & Ads. Preppally provides access to these Third-Party Links & Ads only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links & Ads. You use all Third-Party Links & Ads at your own risk, and should apply a suitable level of caution and discretion in doing so. When you click on any of the Third-Party Links & Ads, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Links & Ads.

9.2 Other Users

Each Service user is solely responsible for its own User Content. We make no guarantees regarding the accuracy, currency, suitability, or quality of any User Content. Your interactions with other Service users are solely between you and such users. You agree that Preppally will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any Service user, we are under no obligation to become involved.

10. Indemnification

You agree to indemnify and hold Preppally (and its officers, employees, and agents) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Service, (b) your violation of these Terms, (c) your violation of applicable laws or regulations or (d) your User Content. Preppally reserves the right, at your expense, to assume the exclusive defence and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defence of these claims. You agree not to settle any indemnifiable matter without our prior written consent. Preppally will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

11. Data Privacy

To the extent Preppally acts as a “Data Processor” or a “Service Provider” on your company’s behalf by processing User Content that is considered “personal data” subject to the General Data Protection Regulation (EU) 2016/679 or that is considered “personal information” subject to the California Consumer Privacy Act, you and Preppally will be subject to and comply with the Preppally Data Processing Addendum (“DPA”) and Privacy Policy, which is incorporated into and forms an integral part of these Terms. The DPA sets out the parties’ obligations with respect to data protection and security when processing your User Content in connection with the Service.

12. Disclaimers

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, THE SERVICE IS PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND PREPPALLY (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SERVICE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

13. Limitation of Liability

13.1 Exclusion of Consequential and Related Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL PREPPALLY (OR OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE SERVICE, EVEN IF PREPPALLY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SERVICE IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.

13.2 Monetary Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF THE AMOUNTS PAID TO US BY YOU IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THIS AGREEMENT.

13.3 Independent Allocation of Risk

EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THESE TERMS BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY PREPPALLY TO YOU AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE.

13.4 Prohibition of Limitation of Liability and Disclaimer of Implied Warranties

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN THESE JURISDICTIONS, PREPPALLY’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

14. Copyright Policy

Preppally respects the intellectual property of others and asks that users of our Service do the same. In connection with the Service, we have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of users of our Service who are repeat infringers of intellectual property rights, including copyrights. If you believe that one of our users is, through the use of our Service, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c)) must be provided to our designated Copyright Agent:

your physical or electronic signature;
identification of the copyrighted work(s) that you claim to have been infringed;
identification of the material on our services that you claim is infringing and that you request us to remove;
sufficient information to permit us to locate such material;
your address, telephone number, and e-mail address;
a statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and
a statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.

Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement.

The designated Copyright Agent for Preppally is: Jeroen De Koninck

Designated Agent: Preppally

Address of Agent: 4 Slate Street, E2 APT 103, Leinster, Dublin, D01Y5P5, Ireland

Email: admin@preppally.com

15. General

15.1 Changes

These Terms are subject to occasional revision, and if we make any substantial changes, we notify you by sending you an e-mail to the last e-mail address you provided to us (if any), and/or by prominently posting notice of the changes on this page and elsewhere in the Service. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Any changes to these Terms will be effective upon the earlier of thirty (30) calendar days following our dispatch of an e-mail notice to you (if applicable) or thirty (30) calendar days following our posting of notice of the changes on this page and in the Service. These changes will be effective immediately for new users of the Service. Continued use of the Service following notice of such changes will indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.

15.2 Governing Law and Jurisdiction

These Terms are governed by and will be construed in accordance with the laws of Ireland, without reference to its choice or conflicts of law principles.

15.3 Dispute Resolution

If any dispute should arise with regard to these Terms (i) the parties agree to first work in good faith to resolve such dispute, and neither party may commence any action with regard to such dispute until thirty (30) days have passed from the time such party has provided notice to the other party of the nature of such dispute, provided that nothing herein will prevent us from seeking injunctive relief in the event of your actual or threatened breach of any terms of these Terms; (ii) the party prevailing in such dispute, whether by out-of-court settlement or final judicial determination, will be entitled to recover from the non-prevailing party all costs and expenses of such dispute incurred by such prevailing party, including without limitation reasonable attorneys’ fees.

15.4 Export Compliance and Anti-Corruption

The Service may be subject to Ireland export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any Ireland technical data acquired from Preppally, or any products utilizing such data, in violation of the Ireland export laws or regulations. You represent that (a) you are not named on any Ireland government denied-party list and (b) you have not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value in connection with your purchase or use of our Service (excluding any reasonable gifts provided in the ordinary course of business).

15.5 Notice

Any notice which may be required to be given under these Terms, will be given: (i) to you via e-mail to the e-mail address you maintain in your account settings or by notifying you electronically by displaying the notice in the Service; (ii) to us in any commercially reasonable manner, including certified mail, return receipt requested, e-mail, or any other customary means of communication at the applicable mailing address in Section 15.10, as may be updated from time to time. Any notice given otherwise than in accordance with this Section will be deemed ineffective.

15.6 Entire Terms

These Terms constitute the entire agreement between you and us regarding the use of the Service. To the extent that you have entered into a Business Program subscription or one-fee model through a master service agreement, an Order Form or any other written agreement fully executed and signed by an authorized representative of Preppally that contain terms that directly conflict with any terms of these Terms, then the conflicted terms set forth in such other agreement will control. Our failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation”. The word “may” means “has the right, but not the obligation, to”. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

15.7 Contractor

Your relationship to Preppally is that of an independent contractor, and neither party is an agent or partner of the other.

15.8 Assignment

These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Preppally’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Preppally may freely assign these Terms. The terms and conditions set forth in these Terms will be binding upon assignees.

15.9 Copyright/Trademark Information

Copyright © 2022 Preppally. All rights reserved. All trademarks, logos and service marks (“Marks”) displayed on the Service are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.

15.10 Contact Information

Preppally

Address: 4 Slate Street, E2 APT 103, Leinster, Dublin, D01Y5P5, Ireland