IntroductionWe are pleased to welcome you at Prequel, provided by Prequel Inc. (the “
Platform”) For these Terms of Use (or “
Terms”) entities mentioned above collectively will be referred to as “
Prequel”, “
we” or “
us”. For your convenience as the User of the Services, you shall be referred to as “
you”, “
your” or “
User”.
These Terms shall establish the terms and conditions under which you as a user may create an account, access, and use the Platform, services, content, products, applications, and websites related to Prequel (hereinafter collectively referred to as the “
Services”). Your access to Services or features of the Services may be subject to age restrictions and be unavailable to all users of the Services.
If you are underaged and are less than 18 years old, you may use the Services ONLY with the consent of your parent or legal custodian. Please be sure your parent or legal custodian has reviewed and discussed these Terms with you.
As the Terms form a legally binding agreement between you and us, we encourage you to review all of the Terms before using the Services to avoid potential confusion connected with any actions of Prequel that are set to ensure compliance with the Terms.IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS OF USE, DO NOT USE OUR SERVICES.
Acceptance
Your access or use of our Services shall serve as a confirmation that you agree to comply with these Terms and that you are legally able to enter into a contract with Prequel.
These Terms, your access to and use of our Services are subjects to our Privacy Policy and Community Guidelines. You can find our Policies and Guidelines being referenced hereto, on our Website, Platform, on your device’s application store. By using the Services, you give your consent to the terms of the Prequel Privacy Policy.
In case our Services are accessed and used by or on behalf of a legal entity, you shall warrant that you are authorized legal representative of that legal entity, that you are legally authorized to enter into a contract with Prequel on behalf of the entity that you are representing and that you agree to comply with these Terms on behalf of the entity.
Modifications to these Terms or Additional Terms will be effective immediately upon notice, either by posting on the Website, notification by email, or through any of our Applications. It is your responsibility to review the Terms from time to time for any changes or Additional Terms. Your access and use of our Services following any modification of these Terms or the provision of Additional Terms will signify your assent to and acceptance of the same. If you object to any subsequent revision to the Terms or any Additional Terms, immediately discontinue use of our Services and, if applicable, terminate your Account.
Access and Use Limitations
Our Services are provided for your personal, non-commercial use only. We may offer certain portions of our Services at no charge and others for a one-time fee, on a subscription basis, or under any other lawful pricing structure. In all instances, our Services are not being sold to you; rather, you are being granted or purchasing a limited license to use our Services. In addition, unless we specifically tell you otherwise, the use of any of our paid Services does not transfer across operating systems and/or different equipment (e.g., mobile devices, computers, etc.). For example, unless we specifically tell you otherwise, the use of our mobile Application is limited to the relevant device and/or operating system you are using at the time you purchase a license to use the Application.
When using our Services, you agree to comply with all applicable federal, state, and local laws including, without limitation, copyright law. Except as expressly permitted in these Terms or as we may otherwise permit, you may not use, reproduce, duplicate make unauthorized copies, modify, alter, adapt, reverse engineer, disassemble, decompile, distribute or create derivative works based upon, publicly display, publicly perform, publish, transmit, or otherwise exploit Service Content (defined below) or any content included therein, for any purpose whatsoever without obtaining prior written consent from us or, in the case of third-party content, its applicable owner. You acknowledge that you do not acquire any ownership rights by downloading, installing, or printing Service Content.
Furthermore, unless except as expressly permitted other in these Terms, applicable laws and regulations you as a User may not:
(i) access or use the Services provided by Prequel if you are not legally able to agree to these Terms or not authorized to use the Services by your parent or legal custodian;
(ii) remove, alter, cover, or distort any copyright, trademark, or other proprietary rights notice we include in or through our Services or Service Content;
(iii) transfer, distribute, nor license or sell in whole or in part, any of the Services or any derivative works thereof;
(iv) market, rent or lease the Services for a profit or any kind of remuneration, or use the Services to advertise or perform any commercial solicitation;
(v) use the Services, for any commercial or unauthorized purpose, including communicating or facilitating any commercial advertisement or solicitation or spamming, without express written consent of Prequel;
(vi) circumvent, disable or otherwise interfere with or attempt to interfere with the proper working of the Services, security-related features without limitation, any features that prevent or restrict the use of or copying of any software or other Service Content, disrupt our website or any networks connected to the Services, or bypass any measures we may use to prevent or restrict access to the Services;
(vii) incorporate the Services or any part of it into any other program or product. In such case, we reserve the right to refuse service, terminate accounts, or limit access to the Services at our sole discretion;
(viii) use automated devices, manual processes, or scripts to copy or “scrape” Service Content for any purpose without our express written permission;
(ix) collect or harvest any personally identifiable information from our Services including, without limitation, user names, passwords, email addresses;
(x) use network-monitoring software to determine architecture of or extract usage data from our Services;
(xi) violate U.S. export laws, including, without limitation, violations of the Export Administration Act and the Export Administration Regulations administered by the Department of Commerce;
(xii) engage in any conduct that restricts or inhibits any other user from using or enjoying our Services;
(xiii) attempt any impersonation of any person or entity, or provide false statements, misrepresentations of you or your affiliation with any person or entity, including Prequel impersonation or attempts to pass off your content as Service Content or as provided by Prequel;
(xiv) distribute, promote, upload, store, or share any content or material that is sexually explicit, violent or content of discrimination character (based on race, gender, disability, sexuality, or age); attempt to receive access to another user’s account, service or system, without authorisation from Prequel, or create a false identity on the Services;
Following our Terms and Community Guidelines, it Is prohibited to use the Services in a way that may result (start, ignite, provoke, etc.) in a conflict of interest or undermine the purpose of the Services. You may not use Services to distribute, upload, store or make available for other Users:
(i) any files that contain viruses, trojans, worms, logic bombs, or any other material that is malicious or technically harmful;
(ii) any unsolicited or unauthorised advertising, solicitations, promotional materials, spam, or any other prohibited form of solicitation;
(iii) any private or personal information of any third party, including but not limited to addresses, phone numbers, email addresses, numbers, and any feature in the personal identity document or credit card numbers;
(iv) any material which does or may infringe any copyright, trademark, or other intellectual property or privacy rights of any other person;
(v) any material which is defamatory of any person, obscene, offensive, pornographic, hateful, or inflammatory;
(vi) any material that would constitute, encourage or provide instructions for a criminal offence, dangerous activities, or self-harm;
(vii) any material that is deliberately designed to provoke or antagonise people, especially trolling and bullying, or is intended to harass, harm, hurt, scare, distress, embarrass, or upset people;
(viii) any material that contains a threat of any kind, including threats of physical violence;
(ix) any material that is racist or discriminatory, including discrimination based on someone’s race, religion, age, gender, disability, or sexuality;
(x) any answers, responses, comments, opinions, analysis, or recommendations that you are not qualified or properly licensed to provide; or;
(xi) material that, in the sole judgment of Prequel, is objectionable or which restricts or inhibits any other person from using the Services, or which may expose Prequel, the Services, or its users to any harm or liability of any type.
In addition to the abovementioned limitations, your access to and use of the Services must be compliant with our Community Guidelines and Privacy Policy, at all times.
Prequel reserves the right to remove or disable access to content at our discretion for any reason or no reason, at any time and without prior notice. We are informing you that our moderators shall analyze your content to provide you a personally relevant products, features, such as customized search results, tailored advertising, spam, and malware detection. This analysis occurs as the content is sent, received, and when it is stored.
Service Content
As between Prequel and you, all associated content (and any derivative works or enhancements of the same) including, but not limited to, all artwork, software, images, text, files, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, audiovisual works, music, content, materials, products, services, URLs, technology, documentation and interactive features with or available through our Services, and all intellectual property rights related thereto (the “Service Content”), are either owned or licensed by Prequel, it is understood that you or your licensors will own User Content (as defined below) that you upload or transmit through the Services. Use of the Service Content or materials on the Services for any purpose not expressly permitted by these Terms is strictly prohibited.
Service Content at any time should not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any purpose whatsoever without our or, where applicable, our licensors’ prior written consent. We and our licensors reserve all rights not expressly granted in and to their content.
Prequel informs you all rights to the recordings and music embodied therein that was or may be available from or through the Service shall not be licensed without obtaining expressed legal consent of corresponding owners.
You acknowledge and agree that we have rights to generate revenues or otherwise increase our value from your use of the Services, including, by way of example and not limitation, through the sale of advertising, sponsorships, promotions, usage data and except as specifically permitted by us in these Terms or in another agreement you enter into with us, you will have no right to any share in such revenue, goodwill or value whatsoever. You further acknowledge and agree that, except as specifically permitted by us in these Terms or in another agreement you enter into with us, you:
(i) have no right to receive any income or other consideration from any User Content (defined below) or your use of any musical works, photos, sound recordings or audiovisual works, presets made available to you on or through the Services, including in any User Content created by you, and
(ii) are prohibited from exercising any rights to monetize or obtain consideration from any User Content within the Services or on any third party service (e.g., you cannot claim User Content that has been uploaded to a social media platform such as YouTube for monetization).
Subject to the terms and conditions of the Terms, you are hereby granted a non-exclusive, limited, non-transferable, non-sublicensable, revocable, worldwide license to access and use the Services, including to download the Platform on a permitted device, and to access the Service Content solely for your personal, non-commercial use through your use of the Services and solely in compliance with these Terms. Prequel reserves all rights not expressly granted herein in the Services and the Service Content. You acknowledge and agree that Prequel may terminate this license at any time for any reason or no reason.
User-Generated Content
Users of the Services are allowed to upload, post or transmit or otherwise make available content through the Services including, without limitation, any text, photographs, user videos, Prequel presets, sound recordings, and the musical works embodied therein, including videos that incorporate locally stored sound recordings from your personal music library and ambient noise (“
User Content”). Users of the Services are allowed to extract all or any portion of User Content created by other users to produce User Content in collaboration with other Users, that combine and integrate User Content generated by more than one user. Users of the Services may also overlay music, graphics, and other elements provided by Prequel onto this User Content and transmit this User Content through the Services. The information and materials in the User Content, including User Content that includes the abovementioned elements, have not been verified or approved by us. The views expressed by other users on the Services do not represent our views or values.
Whenever you access or use a feature that allows you to upload or transmit or otherwise make User Content through the Services (including via certain third-party social media platforms such as Instagram, Facebook, YouTube, Twitter, etc.), or to make contact with other users of the Services, you must comply with the standards set out at “Access to and Use Limitations” above. You may also choose to upload or transmit your User Content, on sites or platforms hosted by third parties. If you decide to do this, you must comply with their content guidelines as well as with the standards set out at “Access to and Use Limitations” above. As noted above, these features may not be available to all users of the Services, and we have no liability to you for limiting your right to certain features of the Services.
You warrant that any such contribution does comply with those standards, and you will be liable to us and indemnify us for any breach of that warranty. This means you will be responsible for any loss or damage we suffer as a result of your breach of warranty.
Any User Content will be considered non-confidential and non-proprietary. You must not post any User Content on or through the Services or transmit to us any User Content that you consider to be confidential or proprietary. When you submit User Content through the Services, you agree and represent that you own that User Content or you have received all necessary permissions, clearances from, or are authorised by, the owner of any part of the content to submit it to the Services, to transmit it from the Services to other third party platforms, and/or adopt any third-party content.
If you only own the rights in and to a sound recording, but not to the underlying musical works embodied in such sound recordings, then you must not post such sound recordings to the Services unless you have all permissions, clearances from, or are authorised by, the owner of any part of the content to submit it to the Services.
You or the owner of your User Content still own the copyright in User Content sent to us, but by submitting User Content via the Services, you hereby grant us an unconditional irrevocable, non-exclusive, royalty-free, fully transferable, perpetual worldwide license to use, modify, adapt, reproduce, make derivative works of, publish and/or transmit, and/or distribute and to authorise other users of the Services and other third-parties to view, access, use, download, modify, adapt, reproduce, make derivative works of, publish and/or transmit your User Content in any format and on any platform, either now known or hereinafter invented.
You further grant us a royalty-free license to use your username, image, voice, and likeness to identify you as the source of any of your User Content; provided, however, that your ability to provide an image, voice, and likeness may be subject to limitations due to age restrictions.
For the avoidance of doubt, the rights granted in the preceding paragraphs of this Section include, but are not limited to, the right to reproduce sound recordings (and make mechanical reproductions of the musical works embodied in such sound recordings), and publicly perform and communicate to the public sound recordings (and the musical works embodied therein), all on a royalty-free basis. This means that you are granting us the right to use your User Content without the obligation to pay royalties to any third party, including, but not limited to, a sound recording copyright owner (e.g., a record label), a musical work copyright owner (e.g., a music publisher), a performing rights organization (a “PRO”), a sound recording PRO, any unions or guilds, and engineers, producers or other royalty participants involved in the creation of User Content.
Musical Works and Recording Artists.
If you are a composer or author of a musical work and are affiliated with a PRO, then you must notify your PRO of the royalty-free license you grant through these Terms in your User Content to us. You are solely responsible for ensuring your compliance with the relevant PRO’s reporting obligations. If you have assigned your rights to a music publisher, then you must obtain the consent of such music publisher to grant the royalty-free license(s) outlined in these Terms in your User Content or have such music publisher enter into these Terms with us. Just because you authored a musical work (e.g., wrote a song) does not mean you have the right to grant us the licenses in these Terms. If you are a recording artist under contract with a record label, then you are solely responsible for ensuring that your use of the Services complies with any contractual obligations you may have to your record label, including if you create any new recordings through the Services that may be claimed by your label.
Through-To-The-Audience.
All of the rights you grant in your User Content in these Terms are provided on a through-to-the-audience basis, meaning the owners or operators of third-party services will not have any separate liability to you or any other third party for User Content posted or used on such third-party service via the Services.
Waiver of Rights to User Content.
By posting User Content to or through the Services, you waive any rights to prior inspection or approval of any marketing or promotional materials related to such User Content. You also waive all rights of privacy, publicity, or any other rights of a similar nature in connection with your User Content, or any portion thereof. To the extent any moral rights are not transferable or assignable, you hereby waive and agree never to assert any moral rights, or to support, maintain or permit any action based on any moral rights that you may have in or for any User Content you post, upload, or distribute in any form to or through the Services.
We also have the right to disclose your identity to any third party who is claiming that any User Content posted or uploaded by you to our Services constitutes a violation of their intellectual property rights or their right to privacy.
We, or authorised third parties, reserve the right to cut, crop, edit or refuse to publish, your content at our or their sole discretion. We have the right to remove, disallow, block or delete any posting you make on our Services if, in our opinion, your post does not comply with the content standards set out at “Access and Use” above. In addition, we have the right – but not the obligation – in our sole discretion to remove, disallow, block or delete any User Content:
(i) that we consider as violation of these Terms, or
(ii) in response to complaints from other users or third parties, with or without notice and without any liability to you. As a result, we recommend that you save copies of any User Content that you post to the Services on your personal device(s) in the event that you want to ensure that you have permanent access to copies of such User Content. We do not guarantee the accuracy, integrity, appropriateness, or quality of any User Content, and under no circumstances will we be liable in any way for any User Content.
You control whether your User Content is made publicly available on the Services to all other users of the Services or only available to people you approve. To restrict access to your User Content, you should select the privacy setting available within the Platform.
We accept no liability in respect of any content submitted by users and published by us or by authorised third parties.
If you wish to file a complaint about information or materials uploaded by other users, contact us at: support@prequelapp.com.
Prequel takes reasonable measures to expeditiously remove from our Services any infringing material that we become aware of. It is Prequel’s policy, in appropriate circumstances and at its discretion, to disable or terminate the accounts of users of the Services who repeatedly infringe copyrights or intellectual property rights of others.
Intellectual Property Policy
Prequel’s Terms and Community Guidelines do not allow posting, sharing, or sending any content that violates or infringes someone else’s copyrights, trademarks, or other intellectual property rights.
Our Service Content and all intellectual property rights to the same are owned by us, our licensors, or both. Additionally, all trademarks, service marks, trade name, and trade dress that may appear in our Services are owned by us, our licensors, or identified third parties. Except for the limited use rights granted to you in these Terms of Use, you shall not acquire any right, title, or interest in our Services or any Service Content. Any rights not expressly granted in these Terms of Use are expressly reserved.
We will respond promptly to claims of copyright or trademark infringements that are reported to our support team that we have designated to receive notifications of claims infringement. If you are a copyright or a trademark owner (or authorized to act on behalf of such owner) and believe that your work's copyright or trademark have been infringed, please report infringement to us by providing our support team with a written notification of claimed infringement that includes the following essential information:
(i) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
(ii) Identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site.
(iii) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material.
(iv) Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted.
(v) A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
(vi) A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. We will investigate notices of copyright infringement and take appropriate actions under the Digital Millennium Copyright Act. Inquiries that do not follow this procedure may not receive a response.
Copyrights & Trademarks
Copyright is a legal right that protects original works of authorship (e.g., music, videos, etc.). Generally, copyright protects an original expression of an idea (e.g., the specific way a video or music is expressed or created) but does not protect underlying ideas or facts.
A trademark is a word, symbol, slogan, design, or combination of any of the foregoing that identifies the source of a product or service and distinguishes it from other products or services.
Intellectual property Infringement
We do not allow any copyright or trademark infringement:
(i) Trademark infringement, which is generally the unauthorized use of a trademark or service mark in connection with goods or services in a way that is likely to cause confusion, deception, or mistake about the source, origin, sponsorship, or affiliation of the associated goods and/or services.
(ii) The use of copyrighted content of others without proper authorization or legally valid reason is a violation.Infringement of intellectual property by the Users may lead to a violation of Prequel's policies.
At the same time, we keep in mind, that not all unauthorized uses of copyrighted content constitute an infringement. In many countries, exceptions to copyright infringement allow the use of copyrighted works under certain circumstances without authorization. These include the fair use doctrine in the United States and permitted acts of fair dealing in the European Union (and other equivalent exceptions under applicable local laws in other countries).
Additionally, the use of another’s trademark for purposes of accurately referencing, lawfully commenting, criticizing, parodying, or reviewing the trademark owner’s products or services, or for purposes of comparing them to other products or services, where the mark is not used to designate the user’s own goods or services or those of a third party, is generally not considered a violation of our policies. Likewise, it is generally permissible to make a fan page about a brand, even without the brand’s permission, provided that you do not claim to speak for or be associated with the brand or otherwise violate the brand’s intellectual property rights.
Account Suspension and Termination
Any user content that infringes or violates another person’s copyright or trademark may be removed or taken down. The account may be suspended or terminated for multiple copyright and trademark violations in connection with the use of the Prequel site or app, or other violations of the Terms of Service and Community Guidelines. We reserve the right to refuse any account holder whose account was used for improper activities from opening a new account on Prequel’s site or app or otherwise hosted by Prequel.
General Note
As a Platform user, you are responsible for the content you post. If you have questions about copyright law or trademark law, such as questions about whether your content or your use of another person’s name or brand infringes or otherwise violates another person’s rights, you may want to contact an attorney. If you are unsure whether the material you plan to report to us is infringing or otherwise violating another person’s right, you may also want to first seek legal advice before reporting such content to us.
Payment Policy
No fee paid hereunder shall be refundable notwithstanding the invalidity or unenforceability of any of the supporting documentation, the termination of the Membership, your failure to utilise any part of the Services, the prepayment or cancellation of the Services or for any reason whatsoever, unless otherwise specified by Prequel Inc separately.
Indemnity
You agree to defend, indemnify and hold harmless Prequel and its officers, directors, employees, parents, partners, successors, agents, distribution partners, affiliates, subsidiaries, and their related companies from and against any and all claims, liabilities, losses, damages, obligations, costs and expenses (including reasonable attorneys' fees and costs) arising out of, related to, or that may arise in connection with:
(i) your use or any user of your Account of our Services;
(ii) User Content provided by you or through use of your Membership/Account;
(iii) any actual or alleged violation or breach by you or any user of your Account of these Terms of Use;
(iv) any actual or alleged breach of any representation, warranty, or covenant that you or any user of your Account have made to us; or
(v) your or any user of your Account acts or omissions. You agree to cooperate fully with us in the defense of any claim that is the subject of your obligations hereunder.
Exclusion to warranties
YOU EXPRESSLY AGREE THAT THE USE OF OUR SERVICES IS AT YOUR SOLE RISK. OUR SERVICES AND SERVICE CONTENT (INCLUDING SOFTWARE) ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING AND TO THE FULLEST EXTENT PERMITTED BY LAW, PREQUEL INC. AND ITS OFFICERS, DIRECTORS, EMPLOYEES, PARENTS, PARTNERS, SUCCESSORS, AGENTS, DISTRIBUTION PARTNERS, AFFILIATES, SUBSIDIARIES, AND THEIR RELATED COMPANIES DISCLAIM ANY AND ALL WARRANTIES INCLUDING ANY:
(i) WARRANTIES THAT OUR SERVICES WILL MEET YOUR REQUIREMENTS;
(ii) WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, SECURITY, USEFULNESS, TIMELINESS, OR INFORMATIONAL CONTENT OF OUR SERVICES OR SERVICE CONTENT;
(iii) WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE;
(iv) WARRANTIES FOR SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED OR ACCESSED THROUGH OUR SERVICES;
(v) WARRANTIES CONCERNING THE ACCURACY OR RELIABILITY OF THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF OUR SERVICES;
(vi) WARRANTIES THAT YOUR USE OF OUR SERVICES WILL BE SECURE OR UNINTERRUPTED; AND
(vii) WARRANTIES THAT ERRORS IN OUR SERVICES OR SERVICE CONTENT (INCLUDING SOFTWARE) WILL BE CORRECTED.
NO CONDITIONS, WARRANTIES, OR OTHER TERMS (INCLUDING ANY IMPLIED TERMS AS TO SATISFACTORY QUALITY, FITNESS FOR PURPOSE, OR CONFORMANCE WITH DESCRIPTION) APPLY TO THE SERVICES EXCEPT TO THE EXTENT THAT THEY ARE EXPRESSLY SET OUT IN THE TERMS. WE MAY CHANGE, SUSPEND, WITHDRAW OR RESTRICT THE AVAILABILITY OF ALL OR ANY PART OF OUR PLATFORM FOR BUSINESS AND OPERATIONAL REASONS AT ANY TIME WITHOUT NOTICE.
YOU ACKNOWLEDGE AND AGREE THAT WHEN YOU VIEW CONTENT PROVIDED BY OTHERS ON THE SERVICES, YOU ARE DOING SO AT YOUR OWN RISK. THE CONTENT ON OUR SERVICES SHOULD BE CONSIDERED AS GENERAL INFORMATION. IT IS NOT INTENDED TO AMOUNT TO ADVICE ON WHICH YOU SHOULD RELY. YOU MUST OBTAIN PROFESSIONAL OR SPECIALIST ADVICE BEFORE TAKING, OR REFRAINING FROM, ANY ACTION ON THE BASIS OF THE CONTENT OF OUR SERVICES.
WE MAKE NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES, WHETHER EXPRESS OR IMPLIED, THAT ANY SERVICE CONTENT (INCLUDING USER CONTENT) IS ACCURATE, COMPLETE, OR UP TO DATE. WHERE OUR SERVICES CONTAIN LINKS TO OTHER SITES AND RESOURCES PROVIDED BY THIRD PARTIES, THESE LINKS ARE PROVIDED FOR YOUR INFORMATION ONLY. WE HAVE NO CONTROL OVER THE CONTENTS OF THOSE SITES OR RESOURCES. SUCH LINKS SHOULD NOT BE INTERPRETED AS APPROVAL BY US OF THOSE LINKED WEBSITES OR INFORMATION YOU MAY OBTAIN FROM THEM. YOU ACKNOWLEDGE THAT WE HAVE NO OBLIGATION TO PRE-SCREEN, MONITOR, REVIEW, OR EDIT ANY CONTENT POSTED BY YOU AND OTHER USERS ON THE SERVICES (INCLUDING USER CONTENT).
Limitation of Liability
NOTHING IN THESE TERMS SHALL EXCLUDE OR LIMIT OUR LIABILITY FOR LOSSES THAT MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. THIS INCLUDES LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE OR THE NEGLIGENCE OF OUR EMPLOYEES, AGENTS, OR SUBCONTRACTORS AND FOR FRAUD OR FRAUDULENT MISREPRESENTATION.
SUBJECT TO THE PARAGRAPH ABOVE, WE SHALL NOT BE LIABLE TO YOU FOR:
(i) ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY);
(ii) ANY LOSS OF GOODWILL;
(iii) ANY LOSS OF OPPORTUNITY;
(iv) ANY LOSS OF DATA SUFFERED BY YOU; OR
(v) ANY INDIRECT OR CONSEQUENTIAL LOSSES WHICH MAY BE INCURRED BY YOU. ANY OTHER LOSS WILL BE LIMITED TO THE AMOUNT PAID BY YOU TO PREQUEL WITHIN THE LAST 12 MONTHS.
ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU AS A RESULT OF:
(i) ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY, OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE SERVICE;
(ii) ANY CHANGES WHICH WE MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES);
(iii) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICES;
(iv) YOUR FAILURE TO PROVIDE US WITH ACCURATE ACCOUNT INFORMATION; OR
(v) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL.
PLEASE NOTE THAT WE ONLY PROVIDE OUR PLATFORM FOR DOMESTIC AND PRIVATE USE. YOU AGREE NOT TO USE OUR PLATFORM FOR ANY COMMERCIAL OR BUSINESS PURPOSES, AND WE HAVE NO LIABILITY TO YOU FOR ANY LOSS OF PROFIT, LOSS OF BUSINESS, LOSS OF GOODWILL OR BUSINESS REPUTATION, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS OPPORTUNITY.
IF DEFECTIVE DIGITAL CONTENT THAT WE HAVE SUPPLIED DAMAGES A DEVICE OR DIGITAL CONTENT BELONGING TO YOU AND THIS IS CAUSED BY OUR FAILURE TO USE REASONABLE CARE AND SKILL, WE WILL EITHER REPAIR THE DAMAGE OR PAY YOU COMPENSATION. HOWEVER, WE WILL NOT BE LIABLE FOR DAMAGE THAT YOU COULD HAVE AVOIDED BY FOLLOWING OUR ADVICE TO APPLY AN UPDATE OFFERED TO YOU FREE OF CHARGE OR FOR DAMAGE THAT WAS CAUSED BY YOU FAILING TO CORRECTLY FOLLOW INSTALLATION INSTRUCTIONS OR TO HAVE IN PLACE THE MINIMUM SYSTEM REQUIREMENTS ADVISED BY US.
THESE LIMITATIONS ON OUR LIABILITY TO YOU SHALL APPLY WHETHER OR NOT WE HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
YOU ARE RESPONSIBLE FOR ANY MOBILE CHARGES THAT MAY APPLY TO YOUR USE OF OUR SERVICE, INCLUDING TEXT-MESSAGING AND DATA CHARGES. IF YOU’RE UNSURE WHAT THOSE CHARGES MAY BE, YOU SHOULD ASK YOUR SERVICE PROVIDER BEFORE USING THE SERVICE.
TO THE FULLEST EXTENT PERMITTED BY LAW, ANY DISPUTE YOU HAVE WITH ANY THIRD PARTY ARISING OUT OF YOUR USE OF THE SERVICES, INCLUDING, BY WAY OF EXAMPLE AND NOT LIMITATION, ANY CARRIER, COPYRIGHT OWNER, OR OTHER USER, IS DIRECTLY BETWEEN YOU AND SUCH THIRD PARTY, AND YOU IRREVOCABLY RELEASE US AND OUR AFFILIATES FROM ANY AND ALL CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE CUMULATIVE LIABILITY OF Prequel Inc AND ITS OFFICERS, DIRECTORS, EMPLOYEES, PARENTS, PARTNERS, SUCCESSORS, AGENTS, DISTRIBUTION PARTNERS, AFFILIATES, SUBSIDIARIES, AND THEIR RELATED COMPANIES EXCEED THE LESSER OF THE TOTAL PAYMENTS RECEIVED FROM YOU BY Prequel Inc DURING THE PRECEDING TWELVE (12) MONTH PERIOD OR $10 000 (TEN THOUSAND AMERICAN DOLLARS). FURTHERMORE, YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF, RELATING TO, OR IN ANY WAY CONNECTED WITH ANY OF OUR SERVICES OR THESE TERMS OF USE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED.
IN SOME JURISDICTIONS LIMITATIONS OF LIABILITY ARE NOT PERMITTED. IN SUCH JURISDICTIONS, SOME OF THE FOREGOING LIMITATIONS MAY NOT APPLY TO YOU. THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.
Other Terms
Jurisdiction And Venue
These Terms of Use shall be construed in accordance with the laws of the United States without regard to its conflict of laws rules. Any legal proceedings against Prequel Inc that may arise out of, relate to, or be in any way connected with our Website or these Terms of Use shall be brought exclusively in the state and federal courts of United States and you waive any jurisdictional, venue, or inconvenient forum objections to such courts.
Dispute resolution and mandatory Arbitration
This Section includes an arbitration agreement and an agreement that all claims will be brought only in an individual capacity (and not as a class action or other representative proceeding). Please read it carefully. You may opt-out of the arbitration agreement by following the opt-out procedure described below.
Informal Process First. You agree that in the event of any dispute between you and Prequel, you will first contact Prequel and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation any court action.
Arbitration Agreement. After the informal dispute resolution process any remaining dispute, controversy, or claim (collectively, “Claim”) relating in any way to your use of Prequel’s services and/or products, including the Services, or relating in any way to the communications between you and Prequel or any other user of the Services, will be finally resolved by binding arbitration. This mandatory arbitration agreement applies equally to you and Prequel. However, this arbitration agreement does not (a) govern any Claim by Prequel for infringement of its intellectual property or access to the Services that is unauthorized or exceeds authorization granted in these Terms or (b) bar you from making use of applicable small claims court procedures in appropriate cases. If you are an individual, you may opt-out of this arbitration agreement within thirty (30) days of the first of the date you access or use these Services by following the procedure described below.
You agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision and that you and Prequel are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision will survive any termination of these Terms.
If you wish to begin an arbitration proceeding, after following the informal dispute resolution procedure, you must send a letter requesting arbitration and describing your claim to:
Prequel Inc., 6799 Collins Ave., Office 1602, Miami Beach, FL, 33141
Email Address: legal@prequalapp.com
We each agree that any claim or dispute between us, and any claim by either of us against any agent, employee, successor, or assign of the other, including, to the full extent permitted by applicable law, third parties who are not signatories to this agreement, whether related to this agreement or otherwise, including past, present, and future claims and disputes, and including any dispute as to the validity or applicability of this arbitration clause, shall be resolved by binding arbitration administered by the New York International Arbitration Center (or “NYIAC”) under its rules and procedures in effect when the claim is filed. The rules and procedures and other information, including information on fees, may be obtained from the NYIAC website (https://nyiac.org/) or by calling NYIAC at +1 917 300 9550.
The arbitrator, and not any federal, state, or local court, will have exclusive authority to resolve any dispute relating to the interpretation, applicability, unconscionability, arbitrability, enforceability, or formation of this arbitration agreement, including any claim that all or any part of this arbitration agreement is void or voidable. However, the preceding sentence will not apply to the “Class Action Waiver” section below.
If you do not want to arbitrate disputes with Prequel and you are an individual, you may opt-out of this arbitration agreement by sending an email to legal@prequalapp.com within thirty (30) days of the first of the date you access or use the Services.
Class action waiver
TO THE EXTENT ALLOWED BY LAW, WE EACH WAIVE ANY RIGHT TO PURSUE DISPUTES ON A CLASSWIDE BASIS; THAT IS, TO EITHER JOIN A CLAIM WITH THE CLAIM OF ANY OTHER PERSON OR ENTITY OR ASSERT A CLAIM IN A REPRESENTATIVE CAPACITY ON BEHALF OF ANYONE ELSE IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING.
Any Claim must be brought in the respective party’s individual capacity, and not as a plaintiff or class member in any purported class, collective, representative, multiple plaintiffs, or similar proceeding (“Class Action”). The parties expressly waive any ability to maintain any Class Action in any forum. If the Claim is subject to arbitration, the arbitrator will not have authority to combine or aggregate similar claims or conduct any Class Action nor make an award to any person or entity not a party to the arbitration. Any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. The parties understand that any right to litigate in court, to have a judge or jury decide their case, or to be a party to a class or representative action, is waived and that any claims must be decided individually, through arbitration.
If this class action waiver is found to be unenforceable, then the entirety of the Arbitration Agreement, if otherwise effective, will be null and void. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. If for any reason a claim proceeds in court rather than in arbitration, you and Prequel each waive any right to a jury trial.
To the extent allowed by law, we each waive any right to trial by jury in any lawsuit, arbitration, or any other proceeding.
If a counter-notice is received by Prequel’s Copyright Agent, we may send a copy of the counter-notice to the original complaining party informing that person that we may replace the removed content or cease disabling it. Unless the original complaining party files an action seeking a court order against the Content Provider, member, or user, the removed content may be replaced, or access to it restored, in ten business days or more after receipt of the counter-notice, at Prequel’s sole discretion.
Please understand that filing a counter-notification may lead to legal proceedings between you and the complaining party to determine ownership. Be aware that there may be adverse legal consequences in your country if you make a false or bad faith allegation by using this process.
Miscellaneous
No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for convenience only and shall not be given any legal import.
Except where specifically stated otherwise, if any part of these Terms of Use is unlawful or unenforceable for any reason, we both agree that only that part of the Terms of Use shall be stricken and that the remaining terms in the Terms of Use shall not be affected.
These Terms of Use constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all previous written or oral agreements between us with respect to such subject matter.
You may not assign these Terms of Use or assign any rights or delegate any obligations hereunder, in whole or in part, without our prior written consent. Any such purported assignment or delegation by you without the appropriate prior written consent will be null and void and of no force and effect. We may assign these Terms of Use or any rights hereunder without your consent and without any notice.
