Last Updated: December 12, 2013
These Terms of Service (the "Terms of Service" or "Terms") set forth the terms of the agreement between Prep Games LLC dba play2prep ("play2prep", "Us", "We" and "Our"), on the one hand, and each of its users ("User", "You" and "Your"). Each of You and We is a "Party" and collectively are the "Parties".
play2prep operates a website at www.play2prep.com (the "Website") and offers educational games and related services through third-party social media (such as Facebook) and through other media (the "Service", which includes the Website).
To use Our Service, You may need a valid account on a social networking site such as Facebook (collectively, "Third Party Accounts"). play2prep is not responsible for the terms of any Third Party Accounts. You must provide all hardware and software needed to access and use the Service, including, but not limited to, a mobile device that is suitable to connect with and use the Service, in cases where the Service offers a mobile component. You must pay any fees, including fees for internet connection, that You incur when accessing the Service.
To access the Service, You may need to set up an account on the Service (an "Account"), have an account with the applications provider for your mobile device, or have an account on the social networking service ("SNS") You use to access the Service. You warrant that You may receive products and software of U.S. origin. If you are under the age of 17, you warrant that your parent or legal guardian has reviewed and agreed to these Terms of Service.
You must keep Your User Account user name and other access control information confidential. You are responsible for any use of Your User Account. You must immediately notify Us if You learn that Your User Account has been used without Your authorization, or if You learn of any other breach of security related to the Service. We are not and will not be liable for any fees, costs, sanctions, penalties, damages, losses or expenses (including but not limited to attorney's fees and costs) (collectively, "Losses") arising from Your failure to comply with this Section 1.1.
Subject to these Terms and all other play2prep rules and policies, We grant You a non-exclusive, non-transferable, revocable license to access and use the Service solely for Your own internal or personal purpose. You may not use the Service for any commercial use or for any other purpose. You may not, without Our consent, reproduce, create derivative works based upon, sell, publish or sublicense any content You access through the Service ("Content"), combine the Content with other content, or transmit, distribute or disseminate the Content, except as permitted by these Terms. To the extent that We permit You to "earn" "buy" or "purchase" virtual currency or virtual items within Our Service (virtual currency and virtual items together are hereafter called, "Virtual Items"). Such Virtual Items are merely licensed to You. They have no value in exchange for any real-world currency or goods. Credits for such Virtual Items are non-refundable and cannot be sold, repurposed, sublicensed, or otherwise transferred. Your purchase of a license to use such Virtual Items is completed when your payment, in-game or exchange of virtual currency, is received. When your license to use the Service is terminated, any Virtual Items you may have acquired shall be inaccessible to You and have no value to You.
You must pay all fees and taxes incurred by anyone who makes use of Your User Account. play2prep pricing is subject to change at any time. WHEN YOUR ACCOUNT IS CLOSED FOR ANY REASON, PLAY2PREP DOES NOT HAVE TO PROVIDE ANY REFUND TO YOU, WHETHER FOR UNUSED SERVICES, VIRTUAL ITEMS OR OTHERWISE.
All interactions on the Service must be lawful and must comply with these Terms of Service. If play2prep, in Our sole discretion, believes that Your conduct restricts or inhibits any other user from using or enjoying any part of the Service, then We may limit or terminate Your license to use the Service and seek other remedies. The following is a non-exclusive list of activities that We regard to be unacceptable conduct:
The Service contains copyrighted material, trademarks and other proprietary information, including without limitation text, software, images, photos, videos, recordings, graphics, music and sound, software, code, games, music, titles, themes, objects, concepts, animations, audio-visual and effects., The Content and entire contents of the Service are protected by copyright. All Content is a copyrighted work by play2prep and We reserve all rights in the Content. The Work is © 2013 by Prep Games LLC. Our copyright protection extends to the selection, coordination, arrangement and enhancement of such Content, as well as in the authorship original to it. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, sell, re-sell, re-post, or deep-link to any information, software, products or services obtained from or through the Service, in whole or in part. You may download, print, and/or save copyrighted material owned by play2prep for Your own personal use only. Except as otherwise expressly stated under copyright law, no copying, redistribution, retransmission, publication or commercial exploitation of downloaded material without the express permission of play2prep or the copyright owner is permitted. play2prep reserves all rights in the Service, including all intellectual property and other proprietary rights.
You agree that you have no right to any content accessible through the Service, including the Virtual Items or any other feature or element of the Service or Your Account. You may not transfer, trade, sell or give away Virtual Items or any other feature or element of the Service in the "real world" without Our express written consent. We may terminate Your Account if You violate this prohibition.
"User Content" means anything You or any other User may upload to or transmit through Our Service including text, images, sounds and data.
You warrant that you own all right, title and interest in Your User Content and You grant Us and Our parents, subsidiaries, members, officers, directors, employees, agents and companies under common control (collectively, "Affiliates") a non-exclusive, perpetual irrevocable, worldwide, unlimited, royalty free, sublicensable, assignable, prospective and retrospective license to exercise all rights in and to Your User Content, in all media now known or later developed. To the greatest extent permitted under applicable law, You waive any moral rights You may have in Your User Content.
You may not upload, post or otherwise make available on the Service any material protected by copyright, trademark or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right. play2prep has no obligation to provide You with indications, markings or anything else that may aid You in determining whether the material in question is copyrighted or trademarked. You are solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights or any other harm resulting from such a submission. If You submit material to any public area of the Service, You warrant that the owner of such material has expressly granted play2prep the royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate and distribute such material (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or hereafter developed for the full term of any copyright that may exist in such material. You also permit any other user to access, view, store or reproduce the material for that other user’s personal or internal business.
play2prep does not accept or consider, directly or through any play2prep employee or agent, unsolicited ideas of any kind, including without limitation, ideas or suggestions relating to new or improved products, enhancements, names or technologies, advertising and marketing campaigns, plans or other promotions. You may not send Us (or any of Our employees) any unsolicited ideas, suggestions, material, images or other work in any form. If You do send Us any such materials, then notwithstanding any cover letter or other terms that accompany them: (i) We have no obligation to review those materials and no obligation to keep those materials confidential; and (ii) We will own, and may use and redistribute unsolicited materials without any obligation to acknowledge You or to pay You.
"play2prep" and "Serious Fun with Friends" are trademarks and service marks of play2prep. The play2prep marks, together with other trademarks that are located within or on the Service otherwise owned or operated in conjunction with play2prep shall not be deemed to be in the public domain but rather the exclusive property of play2prep or their respective owners.
"SAT" is a registered trademark of the College Entrance Examination Board. "ACT" is a registered trademark of ACT, Inc. Neither the College Entrance Examination Board nor ACT, Inc. is affiliated in any way with play2prep and neither endorses the Service.
If You establish a User Account, play2prep owns Your User Account and all data that is collected by or on play2prep’s behalf pursuant to these Terms of Service (including Your username which may be required at signup). You have no ownership or other property interest in any User Account, Virtual Items, or in any of the data that play2prep collects. play2prep reserves the right to terminate any account that has been inactive for 180 days. play2prep reserves the right to remove or reclaim any user names at any time and for any reason, including but not limited to claims by a third party that a user name violates such third party’s rights.
Any User Content You post or otherwise transmit via the Service must comply with these Terms. We are not responsible for, and are not required to monitor, Your User Content or your conduct while using Our Service. If we decide to monitor Your conduct or User Content, we may edit, block or delete from the Service any User Content in Our sole discretion. We may monitor and record Your conduct on the Service, including your chat and other voice, text, and video communications. You consent to such monitoring and recording as a condition of accessing the Service.
The Service may include various means by which You can post User Content. We cannot assure You that others will not use the ideas and information that You post. Do not post any idea or information that you do not wish to share freely with Us and other Users. If others misuse any of Your User Content, we are not responsible.
We have the right to access and monitor all data that You provide, Your User Content and Your online communications, and may disclose these if, in Our good faith belief, such disclosure is necessary in response to a court order, search warrant, subpoena or other legal process, or is necessary to comply with laws of regulations or prevent or respond to the commission of a crime, including disclosure to other entities to prevent fraud or facilitate credit risk reduction. We may also disclose such information if We believe such disclosure is needed to avert a threat to health or safety of any person, or to protect Our rights or property. You consent to such monitoring and disclosure as a condition of accessing the Service.
Any information or content You make available in connection with the Service is solely at your risk and is Your responsibility. Any information or content made available by other Users is solely at their risk and is their responsibility. We are not liable or responsible any such information or content.
We have sole discretion to prevent the posting of User Content, or to remove User Content from the Service, for any reason or for no reason, including the technical demands of our servers and enforcement of these Terms.
Any contact or interaction You may have with other Users is solely at Your risk and is Your responsibility. We may assist You in resolving disputes that may arise between You and other Users, but we have no obligation to do so.
The Service may contain links to websites maintained by other parties. These links are provided solely as a convenience to the User. play2prep does not endorse such third-party websites and it expressly disclaims any representations regarding the content or accuracy of materials on such websites or the privacy practices of those websites. When you visit such websites, you do so at Your own risk. If You are subject to any charges or obligations as a result of Your interaction with such third parties, those charges and obligations are solely Your responsibility. We do not control such third party sites, their operations, or the ways they may collect and share information they receive from You.
play2prep does not control the security of the Internet or of any networks that User uses to access the Service or to communicate with play2prep. play2prep is not responsible for the security of information that User provides to play2prep and the Website while it is being transmitted. play2prep is not responsible for any data lost during transmission.
You release Us and Our Affiliates from any claims or damages, known or unknown, including consequential damages, that You may be exposed to as a result of any dispute You may have with any other person or entity, not affiliated with play2prep. If You reside in California resident, You waive California Civil Code §1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his settlement with the debtor."
You represent and warrant to play2prep that: You have the power and authority to enter into this agreement and perform Your obligations under these Terms of Service; You are not under the age of 13 years old; these Terms of Service are Your legal, valid and binding obligation, enforceable against You; You will make no use of Our Service that violates any applicable law, regulation, code or ordinance; all of Your User Content is true, accurate, not privileged or confidential, and not posted in violation of any legal or contractual obligations. If Your User Content incorporates information or material from any third party, you represent and warrant that such third party has authorized You to post such content or information.
EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS OF SERVICE, NO PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.
PLAY2PREP DOES NOT WARRANT OR GUARANTEE THAT (A) THE SERVICE OR ANY MATTER PLACED THEREUPON WILL BE ERROR-FREE; (B) ANY ERRORS, OMISSIONS OR MISPLACEMENTS WILL BE CORRECTED, OR (C) THE SERVICE WILL RESULT IN ANY REVENUE, PROFIT OR TEST SCORE FOR ANY USER. PLAY2PREP MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SERVICE OR ANY OTHER PROMOTION, DISTRIBUTION OR REDEMPTION METHOD USED OR PROVIDED BY PLAY2PREP (INCLUDING WITH RESPECT TO THE WEBSITE’S UNINTERRUPTED OR ERROR-FREE OPERATION) AND/OR THE ACCURACY, ADEQUACY, RELIABILITY, AVAILABILITY, TIMELINESS, COMPLETENESS, SUITABILITY OR OTHER CHARACTERISTICS OF THE INFORMATION AND MATERIALS CONTAINED ON OR PRESENTED THEREIN.
PLAY2PREP DOES NOT MAKE ANY REPRESENTATION OR WARRANTY, EITHER EXPRESSLY OR BY IMPLICATION, AS TO INFORMATION MADE AVAILABLE TO YOU THROUGH YOUR ACCOUNT, INCLUDING MATERIAL MADE AVAILABLE TO YOU BY HYPERLINK, AND MAKES NO REPRESENTATION OR WARRANTY CONCERNING NON-INFRINGEMENT OF THIRD PARTY RIGHTS. IF YOU OBTAIN ANY MATERIAL OR DATA BY MEANS OF THE SERVICE YOU ARE SOLELY RESPONSIBLE FOR ANY HARM, DAMAGE OR IMPAIRMENT YOUR COMPUTER SYSTEM MAY SUFFER, INCLUDING ANY LOSS OF DATA. THE SERVICE AND OTHER PROMOTION, DISTRIBUTION OR REDEMPTION METHODS USED OR PROVIDED BY PLAY2PREP AND ALL RELATED INFORMATION AND MATERIALS ARE PROVIDED "AS IS", WITHOUT ANY WARRANTY OF ANY KIND, AND ON AN "AS AVAILABLE" BASIS.
SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU IN JURISDICTIONS THAT DO NOT ALLOW CERTAIN LIMITATIONS AND EXCLUSIONS OF LIABILITY. SPECIFICALLY, THESE LIMITATIONS DO NOT LIMIT THE STATUTORY RIGHTS OF ANY CONSUMER OR EXCLUDE OR RESTRICT ANY LIABILITY FOR DEATH OR PERSONAL INJURY ARISING FROM ANY NEGLIGENCE OR FRAUD OF PLAY2PREP.
There may be interruptions in service or events that are beyond Our control. We make reasonable efforts to keep the Service accessible, but the Service may nevertheless be unavailable from time to time for any reason including, without limitation, routine maintenance. You understand and acknowledge that due to circumstances both within and outside of Our control access to the Service may be interrupted, suspended or terminated. We retain the right at Our sole discretion to deny service, or access to the Service to anyone or to any account, at any time and for any reason or for no reason.
To continue to access the Service, You may be required to install updates to the Service and Our games, or install or upgrade third party software. We may update the Service at any time with or without notifying You.
You will become bound by these Terms of Service. These Terms of Service will remain in effect until Your User Account has been closed.
We may terminate these Terms of Service at any time, without notice. Without limiting the foregoing, We have the right to immediately terminate or suspend any of Your passwords or accounts in the event that We consider, in Our sole discretion, (i) that any of Your conduct is unacceptable or (ii) that You have violated any of these Terms of Service.
Upon expiration of the term or termination, Your right to access the Service, including the Content and the Virtual Items, shall terminate, but all of Your other rights and obligations shall survive.
WITHOUT COMPENSATION TO YOU, WE MAY CANCEL OR SUSPEND YOUR USERNAME, GAME PRIVILEGES, VIRTUAL ITEMS, AND OTHER FEATURES OF YOUR ACCOUNT IF YOUR ACCOUNT IS LIMITED OR TERMINATED FOR ANY REASON.
WITHOUT LIMITING OUR OTHER REMEDIES, WE MAY RESTRICT, DELAY OR ELIMINATE YOUR ACCESS TO THE SERVICE, OR ANY PART THEREOF, INCLUDING YOUR USER CONTENT, THROUGH TECHNICAL OR OTHER MEANS IF WE DETERMINE THAT YOUR USE OF THE SERVICE CREATES A RISK OF INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR CREATES A RISK OF OTHER LEGAL LIABILITIES, OR IF YOUR USE CONFLICTS WITH THESE TERMS OR OUR POLICIES.
If You wish to cancel Your Account at any time, please follow the instructions at the SNS through which You access our Service.
You are solely responsible for Your interactions with other users of the Service. To the extent permitted under applicable laws, You agree to release, indemnify, and agree to defend and to hold play2prep and play2prep Affiliates harmless against any and all third party claims, lawsuits, actions, proceedings or investigations (collectively, "Claims") and Losses, including but not limited to:
If We believe We are entitled to indemnity from You, We shall promptly notify You in writing of any Claim or Loss for which We seek indemnification; provided that Our failure to timely provide such notice shall not relieve You of Your indemnification obligations unless You can demonstrate actual prejudice as a result of such failure. Your indemnity obligations will in all cases survive termination of Your Account.
play2prep agrees to defend, indemnify and hold harmless You from and against any and all Claims brought against You and Losses incurred by You arising out of or in connection with any infringement, misappropriation or other violation of any trademark or copyright of any third party by play2prep (excluding play2prep use of materials provided or authorized for play2prep use by You or another user).
If You believe You are entitled to indemnity from Us, You shall promptly notify Us in writing of any Claim or Loss for which You seek indemnification; provided that Your failure to timely provide such notice shall not relieve Us of Our indemnification obligations unless We can demonstrate actual prejudice as a result of such failure.
We shall have the right, upon written notice to You, to elect to assume control of the defense and settlement of any such Claim, and You will have the right to participate and be represented in the defense of such Claim by Your counsel and at Your own expense. You shall not settle any Claim for which You are to be indemnified hereunder without play2prep prior written consent, which consent shall not be unreasonably withheld or delayed.
PLAY2PREP’S SOLE AND COMPLETE LIABILITY TO ANY USER SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY USER TO PLAY2PREP PURSUANT TO THESE TERMS PRIOR TO THE DATE THE CLAIM AROSE.
IN NO EVENT SHALL EITHER PARTY BE LIABLE OR OBLIGATED TO THE OTHER PARTY OR ANY THIRD PARTY IN ANY MANNER FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE, OR INDIRECT DAMAGES OF ANY KIND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT PRODUCT LIABILITY, OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGES IN ADVANCE, EXCEPT IN CASES OF (I) INDEMNIFICATION OBLIGATIONS HEREUNDER, (II) USER’S VIOLATION OF LAW, (III) USER’S INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, (IV) USER’S FRAUD, WILLFUL MISCONDUCT OR GROSS NEGLIGENCE.
ANY CLAIM OF YOURS ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PLAY2PREP SERVICE OR THE SERVICE MUST BE MADE WITHIN ONE (1) YEAR OF THE ACCRUAL OF THAT CLAIM AND ALL CLAIMS NOT SO MADE SHALL BE DEEMED WAIVED BY USER.
Neither Party shall be liable for any default or delay in the performance of its obligations under these Terms of Service due to acts of God, terrorism, natural disasters, earthquakes, fire, riots, floods, and other similar events, to the extent such event is beyond the reasonable control of such Party and only for the duration of such event.
Any disputes arising out of or related to these Terms of Service and/or any by You or any User of the Website or play2prep Services shall be governed by the internal laws of the State of New York, without regard to its choice of law rules and without regard to conflicts of laws principles except that the Arbitration provision shall be governed by the Federal Arbitration Act.
Any claim, dispute, or controversy between You and play2prep arising out of, relating to, or connected in any way with these Terms of Service or the Service shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association ("AAA") and conducted before a single arbitrator pursuant to the applicable Rules and Procedures established by AAA ("Rules and Procedures"). In any such arbitration, (a) the arbitration shall be held at a location determined by AAA pursuant to the Rules and Procedures (provided that such location is reasonably convenient for User), or at such other location as may be mutually agreed upon by You and Us; (b) the arbitrator shall apply New York law consistent with the Federal Arbitration Act and applicable statutes of limitations, and shall honor claims of privilege recognized at law; (c) there shall be no authority for any claims to be arbitrated on a class or representative basis; arbitration can decide only Your and/or play2prep’s individual claims; and the arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated; and (d) with the exception of subpart (c) above, if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the Rules and Procedures established by AAA, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, subpart (c) is found to be invalid, unenforceable or illegal, then the entirety of this Arbitration Provision shall be null and void, and neither You nor play2prep shall be entitled to arbitrate their dispute.
The section headings of these Terms of Service are for ease of reference only and shall not in any way limit or affect the meaning or interpretation of any of the terms hereof. References to a section include references to all subsections of that section.
If a court of competent jurisdiction holds any provision of these Terms of Service to be invalid, such invalidity shall not affect the enforceability of any other provisions contained in these Terms of Service, and the remaining portions of the Terms of Service shall continue in full force and effect.
You may not assign or transfer any of Your rights, or delegate any of Your obligations, under these Terms of Service without play2prep’s prior written consent, and any attempt to do so shall be void and unenforceable. play2prep may assign or transfer its rights, and delegate its obligations, freely and without any restriction whatsoever.
These Terms of Service shall be binding upon and inure to the benefit of, the Parties and their respective permitted successors and assigns. There are no third party beneficiaries to these Terms, except for play2prep Affiliates, each of which shall have the right to assert and enforce such provisions directly or on its own behalf.
You hereby (a) consent to receive communications from play2prep in an electronic form and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that play2prep provides to You electronically satisfy any legal requirement that such communications would satisfy if it were be in writing. The foregoing does not affect Your statutory rights. Any notice required or permitted hereunder shall be provided in writing, and shall be deemed delivered when (a) delivered by electronic mail to the then-current email address in Your User Account, or (b) regardless of whether or not actually received, when deposited in (i) the United States mail, postage prepaid, certified mail, return receipt requested, or (ii) a regional or national overnight courier service, addressed to You at the address set forth in User’s User Account, and in play2prep’s case, to play2prep, 115 East 23rd Street, 3rd Floor, New York, NY 10010.
No waiver by any Party of any breach or default or failure to exercise any right allowed under these Terms of Service is a waiver of any preceding or subsequent breach or default or a waiver or forfeiture of any similar or future rights under the Terms of Service.
play2prep reserves the right to change or discontinue any aspect or feature of the Service including, but not limited to, requirements for access or use.
If You are a California resident, You may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them online at www.dca.ca.gov, or by telephone at (800) 952-5210.
These Terms of Service constitute the entire understanding between the Parties relating to the Service and the services of play2prep, and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter. No part of these Terms of Service may be amended or modified except by mutual written agreement of the Parties, or by Your use of the Website following the posting of revised Terms of Service.
play2prep reserves the right to terminate its agreement with You if play2prep believes, in its sole discretion, that You have infringed any copyright of another person.
If You believe that any material has been posted via the Website by any user in a way that constitutes copyright infringement, You shall provide play2prep with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyrighted work; (b) an identification of the copyrighted work and the location on the Website of the allegedly infringing work; (c) a written statement that You have a good faith belief that the disputed use is not authorized by the owner, its agent, or the law; (d) Your name and contact information, including telephone number and email address; and (e) a statement by You that the above information in Your notice is accurate and, under penalty of perjury, that You are the copyright owner or authorized to act on the copyright owner’s behalf.
Contact information for play2prep DMCA Agent for Notice of Claims of Copyright infringement is:
Attn: Copyright Agent
115 East 23rd Street
New York, NY 10010
email: [email protected]