Prequel is owned and operated by GT School, Inc. (“gt.school”, and with reference to this service of gt.school, “Prequel”). You can find more information about gt.school at https://gt.school/ and Prequel at https://joinprequel.com/.
PREQUEL TERMS OF SERVICE
PLEASE READ THIS TERMS OF SERVICE (THE “TERMS”) CAREFULLY. BY ACCESSING OR USING WWW.JOINPREQUEL.COM (THE “WEBSITE”), PREQUEL’S WEB APPLICATION (“APP”) OR THE SERVICES AS PROVIDED BY PREQUEL, OR ANY OTHER WEBSITES, SERVICES, SOFTWARE, OR APPLICATIONS OF PREQUEL THAT LINK TO THESE TERMS, OR ANY OF THE SERVICES PROVIDED OR OTHERWISE MADE AVAILABLE VIA THE WEBSITE OR APP, THE SIGNATORY (DEFINED BELOW) REPRESENTS THAT HE/ SHE HAS READ, UNDERSTOOD, AND AGREES TO BE BOUND BY THE TERMS.
IF THE SIGNATORY DOES NOT AGREE OR DOES NOT HAVE THE REQUISITE AUTHORITY OR CONSENT TO BE BOUND BY THESE TERMS OR DO NOT MEET ANY ELIGIBILITY CRITERIA SET FORTH BELOW, THE SIGNATORY AND ANY USER THAT HE/ SHE REPRESENTS MAY NOT ACCESS OR USE THE WEBSITE, APP, OR SERVICES IN ANY WAY.
1.1 “Account” shall mean a legitimate Prequel online account for the Applicant and/or the Student created in accordance with these Terms to use the Services through the Website and/ or the App.
1.2 “Applicant” means the person enrolled in elementary, middle, or high school who has an Account on the Website and for whose benefit the Signatory is applying or has applied for Prequel and is using the Services.
1.3 “Application Data” shall mean information about the Signatory and their Applicant/ Student that is provided to Prequel as part of the application and admissions process.
1.4 “Content” means the Website, App and Services, and the information, data, Software, computer code (including source or object code), tools, features, services, and content made available on the Website, App and Services such as educational or guidance videos, instructions, exercises, activities, assignments, and all other elements of Services.
1.5 “De-Identified Data” means data with all applicable personal information or personally identifiable information covered by applicable data protection law, removed.
1.6 “Fees” shall mean fees for Services as set forth on the Website or App or as otherwise communicated to the Signatory.
1.7 “Intellectual Property Rights” means inventions and patents of any type, design rights, utility models or other similar invention rights, copyrights, trademarks, service marks, trade names, trade dress, logos, trade secrets or confidentiality rights, and any other intangible property rights including applications for any of the foregoing, in any country, arising under statutory or common law or by contract and, whether or not perfected, now existing or hereafter filed, issued, or acquired.
1.8 “Permitted Purpose” shall mean for educational non-commercial purposes for the benefit of the Applicant or the Student, as applicable, in the United States only and for use in accordance with these Terms. The Permitted Purpose is not intended to include use of the Services by any government entity or government user.
1.9 “Personally Identifiable Data” includes all User Data that personally identifies a prospective or actual Applicant/ Student, or similar information covered by an applicable data protection law but does not include De-Identified Data.
1.11 “Services” shall mean provision of services as provided by Prequel through its Website, App or otherwise.
1.12 “Signatory” means the person accessing and using the Website and/ or the App for and on behalf of the Applicant or the Student. The Signatory hereby confirms that he/ she is: (i) an Applicant/ Student over the age of 18; or (ii) the parent or legal guardian of a minor Applicant or Student (“Parent”). The Signatory agrees that, if required by Prequel, he/ she will promptly submit proof of age, parenthood, or guardianship, as applicable.
1.13 “Software” shall mean the software made available to the User through the Services, including but not limited to, all files and images contained in or generated by the software, look, and feel, HTML/CSS, visual design elements, and accompanying data.
1.14 “Student” means an Applicant who has been accepted to use the Services.
1.15 “User” shall mean the Signatory, Applicant or Student, using the Services.
2. SERVICES AND PARTIES’ OBLIGATIONS
2.1 Eligibility. The Services are available solely to the Applicant/ Student and/or the Signatory who have an Account allowing access to use the Services. The Account may only be registered by a Signatory. The Signatory automatically assumes any responsibility for any use of the Website, App and/ or Services by any User and for the compliance with these Terms. ANY SERVICES UTILIZED HEREUNDER ARE TO BE USED SOLELY FOR THE PERMITTED PURPOSE. The Signatory may not access the Services if the Signatory is, or is acting on behalf of, a direct competitor of Prequel, except with Prequel’s prior written consent.
2.3. Login Information. Each User shall have login credentials which shall comprise of a username and password or any other secured details or questions associated with retrieving such credentials. The Signatory shall be responsible for ensuring the confidentiality of login credentials and of the User’s Account or for the loss or disclosure of login credentials.
3. PRIVACY CLAUSES
3.3 Prequel will maintain and implement administrative, physical, and technical safeguards designed to secure Personally Identifiable Data from unauthorized access, disclosure, or use. Prequel will have a security incident response plan and will notify the User and the Signatory in the event required by such plan or applicable law.
4. ADDITIONAL TERMS REGARDING THE WEBSITE AND APP
4.1 Electronic Communications. Prequel may offer webmail or internal email system, message boards or other forms of communications through the Website or App to the Users. The Signatory may opt out from receiving emails or other communications by choosing “UNSUBSCRIBE” and by changing the Signatory’s subscription settings at any time.
4.2 Mobile Communications. If the Signatory has opted to receive text messages or phone calls from Prequel, the Signatory agrees to receiving User-related and Services-related information at the mobile number provided to Prequel via text messages or SMS, which may be subject to additional applicable data rates and/ or surcharges. The Signatory may opt out of receiving messages by replying STOP to any message.
4.3 Recordings. For quality assurance, training, and improvement of Services, interactions between the User and Prequel and coaches will be audio and video recorded using Zoom or a similar recording tool.
4.4 Photography and Video Release. Unless the Signatory specifically and expressly opts out of photography or video release by emailing [email protected], Prequel and its affiliates will have the right to use the User Data such as collected images and videos in accordance with the terms of license as mentioned under Section 6.2 hereinbelow. The User acknowledges that any photographs or video/audio recordings of the Signatory and/or the Student shall remain property of Prequel. Due to the prevalence of mobile and web recording devices, the Signatory also acknowledge that other Students accessing the Services may record or make screen captures of the Services, including of other attendees, and post their own content created from their access of the Services on social media platforms. Prequel disclaims all liability for the capture of the User’s image by other attendees who have access to the Services in any multimedia format.
5.1 Fees. Prequel will charge Fees for the Signatory’s purchases as communicated to the Signatory through the Website, the App or as indicated on the list of Services, as well as transaction fees, and/ or the applicable taxes. The Fees shall be automatically and immediately charged to the payment card (credit or debit) that Prequel has on file for the Signatory upon acceptance to the Services or upon confirmation of purchase. The Signatory will be fully responsible for all Fees arising out of the use of such Services. Prequel, further, reserves the right to alter any Fees or pricing terms from time to time, and to suspend the Signatory’s Account if any payment is not timely made.
In case, there is a short charging by Prequel for Services or transaction fee or any other fee or costs because of a technical error or other reason, Prequel reserves the right to deduct, charge or claim the balance subsequent to the transaction and notify the Signatory.
6. GRANT OF LICENSE; RESTRICTIONS
6.1 Content. During the term of activated Services and subject to payment of all Fees, Prequel hereby grants to User a limited, non-exclusive, non-assignable, non-transferable, non-sub-licensable right and license to use the Content solely for the Permitted Purpose.
6.3 Prohibited Activities. The rights granted to the User in the Terms are subject to the following restrictions. THE USER SHALL NOT:
· license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Content including but not limited to the Website, App, Services, Software or any educational content, or any derivative thereof or collective work that includes the Content, or use the Content for anything other than the Permitted Purpose;
· use framing techniques to enclose any trademark or logo on the Content;
· modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Content, including but not limited to the Software, except to the extent the foregoing restrictions are expressly prohibited by applicable statutory law, or otherwise convert the Software to a human-perceivable form;
· use any manual or automated software, devices, or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools, or the like) to “scrape” or download data from any web pages contained in the Content or remove, circumvent, disable, damage or otherwise interfere with or attempt to violate any security-related features of the Content or intentionally interfere with or damage operation of the Services or any user’s enjoyment of it, by any means, including without limitation by participation in any denial-of-service type attacks or by uploading or otherwise disseminating malicious code, viruses, adware, spyware, worms, or by means of overloading, “flooding,” “spamming,” “mail bombing” or “crashing” the Services;
· copy, reproduce, distribute, republish, download, display, post or transmit the Content, including but not limited to the Website, the App and/ or any educational content therein, in any form or by any means, unless otherwise expressly agreed, provided that the User may reproduce or print certain Content made available through the Website, App or Services, as designated by Prequel, on behalf of the Applicant or Student;
· not to upload, download, display, perform, transmit, or otherwise distribute any information or content in violation of any party’s Intellectual Property Rights. The Signatory shall be solely responsible for violations of any laws and for infringements of any Intellectual Property Rights caused by any content the User provides, posts, or transmits, or that is provided or transmitted using the User’s login credentials. The burden of proving that any User Data does not violate any laws or Intellectual Property Rights rests solely with the Signatory;
· remove or destroy any copyright notices or other proprietary markings contained on or in the Content, including but not limited to any educational content;
· make any commercial use of the Content. including but not limited to: (a) providing training, support, or editorial services that use or reference the Content for a financial consideration, or (b) selling advertisements, sponsorships, or promotions placed generally on any Content and, in particular, over any educational content, or any part thereof or through pop-up advertisements or make unsolicited offers, advertisements, proposals, or send bulk/ junk/ spam mail, chain mail, informational announcements, charity requests, and petitions for signatures. Any unauthorized use of the Website, App or Services terminates the licenses granted by Prequel pursuant to the Terms;
· post, upload, publish, or distribute any libelous, defamatory or inaccurate User Data or other content or content that is unlawful or that a person of reasonable prudence would deem to be objectionable, embarrassing, distressing, offensive (including but not limited to, racially or ethnically or otherwise), vulgar, pornographic, harassing, threatening, hateful, or otherwise inappropriate;
· use Services in any manner that is harmful or potentially harmful to anyone, including but not limited to minors, or directed against Services;
· impersonate any person or entity, falsely claim affiliation with any person or entity, or access the accounts of others without permission or perform any other fraudulent activity or use Services for any illegal purposes; and
· insult, defame, harass, abuse, threaten or defraud users of the Services, or collect, or attempt to collect, personal information about Users or third parties without their consent;
· encourage others to commit any of the foregoing activities; and
· have the Applicant or the Student submit the work of others as their own work or otherwise attempt to cheat on assignments.
6.4 Third Party Links. Links to third party sites are provided solely for the User’s convenience. Prequel has not reviewed these third-party websites and does not control and is not responsible for these websites or their content or availability. If the User decides to access any third-party sites linked to the Website, App, or Services, or Content, the User does so entirely at the User’s own risk.
7. INTELLECTUAL PROPERTY
7.1 Content. Prequel retains all right, title and interest in and to the Content and its trademarks, including but not limited to the licensed educational content, Website, App and Services and any derivatives thereof, including any Intellectual Property Rights contained and/or made available therein or in connection thereto. The User agrees not to remove, obscure, or alter any notices of Intellectual Property Rights or disclaimers appearing in or on the Website, App and Services. The look and feel of the Website, App and Services is owned by Prequel. The User may not duplicate, copy, or reuse any portion of the Content or visual design elements without express written permission from Prequel, unless otherwise expressly agreed. Subject to the Terms and subject to receipt of all payments, Prequel grants the User a limited license to access, view, download, print or reproduce certain portions of the Services, as designated by Prequel for the sole purpose of using the Services for the Permitted Purpose.
Prequel may make certain Software available to the User that are deemed to be licensed to the User by Prequel, for the User’s personal use and only for the Permitted Purpose. Prequel does not transfer either the title or the Intellectual Property Rights to the Software, and Prequel retains full and complete title to the Software as well as all Intellectual Property Rights therein.
7.2 Feedback. All suggestions, solutions, improvements, corrections, reviews, ratings, and other contributions provided by the User regarding the Services will be owned by Prequel, and the User hereby agrees that all such rights shall be deemed to be assigned to Prequel upon provision of such material to Prequel. Nothing in these Terms will preclude Prequel from using in any manner or for any purpose it deems necessary, the know-how, techniques, or procedures acquired or used by Prequel in the performance of the Services.
7.3 Reservation of Rights. Prequel, its licensors, suppliers, and service providers reserve all rights not granted in the Terms.
8. DISCLAIMER OF WARRANTIES
8.1 The Signatory acknowledges that:
· the User’s use of any Content and interaction with other users of the Services is at the User’s own risk. The User agrees that Prequel will not be responsible for any liabilities incurred as the result of such use or interaction. Prequel does not approve, endorse, or make any representations or warranties with respect to User Data or other user’s content.
· Prequel has no obligation to, but may pre-screen, review, or monitor User Data, whether on the Website or the App, and may request that the User removes any link in or modify any specific User Data at any time for any or no reason without obligation or liability to the User. Prequel reserves the right in its sole discretion to refuse, modify, or remove any Content or User Data, whether temporarily or permanently, in whole or in part: (a) that violates any law or regulation, (b) that violates these Terms, (c) that otherwise creates or may create liability for Prequel, or (d) for any other reason Prequel determines in its sole discretion.
· Although Prequel takes security and privacy very seriously and works very hard on behalf of the Student, and the coach, including by using various industry standard measures to protect Content on the Services, no method of transmission or electronic storage on the internet is 100% secure. Therefore, Prequel cannot guarantee the security of any User Data.
8.2 ANY AND ALL CONTENT, INCLUDING BUT NOT LIMITED TO, SOFTWARE, SERVICES, WEBSITE, APP, CONFIDENTIAL INFORMATION AND ANY OTHER TECHNOLOGY OR MATERIALS PROVIDED BY PREQUEL TO USER ARE PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND. PREQUEL MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. NEITHER PREQUEL (NOR ANY OF ITS SUBSIDIARIES, AFFILIATES, SUPPLIERS OR LICENSORS) WARRANTS OR REPRESENTS THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE. SIGNATORY ACKNOWLEDGE THAT THERE ARE RISKS INHERENT IN INTERNET CONNECTIVITY THAT COULD RESULT IN THE LOSS OF USER’S PRIVACY, DATA, CONFIDENTIAL INFORMATION, AND PROPERTY. PREQUEL SHALL NOT BE RESPONSIBLE FOR ANY CONDUCT OR MISCONDUCT, OMISSIONS, NEGLIGENCE, OR NON-COMPLIANCE WITH ANY OF THE TERMS ON THE PART OF ANY USERS OR THIRD PARTIES OR FOR ANY EXTERNAL EVENTS THAT ARE BEYOND THE REASONABLE CONTROL OF PREQUEL.
The Signatory agrees to defend, indemnify, and hold Prequel, including its corporate parent(s), subsidiaries, affiliates, and their respective officers, directors, employees, consultants, agents, partners and licensors, harmless from and against any and all damages, costs, liabilities, expenses (including, without limitation, reasonable attorneys’ fees), and settlement amounts incurred in connection with any claim arising from or relating to: (i) the User’s use of, or inability to use, the Website, App, Services, and Content; (ii) the User’s violation of these Terms; (iii) the User’s actual or alleged violation of any rights including Intellectual Property Rights or privacy rights of a third party including other users; (iv) the User Data; or (v) the User’s violation of any applicable laws, rules or regulations. Prequel reserves the right, at our own expense, to employ separate counsel and assume the exclusive defense and control of any matter otherwise subject to indemnification by the Signatory in which event he/ she will fully cooperate with Prequel in asserting any available defences. The Signatory agrees that the provisions in this section will survive termination of the Terms.
10. LIMITATION OF LIABILITY
10.1 Direct Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL PREQUEL BE LIABLE UNDER ANY THEORY OF LIABILITY, WHETHER IN AN EQUITABLE, LEGAL, OR COMMON LAW ACTION ARISING HEREUNDER FOR CONTRACT, STRICT LIABILITY, INDEMNITY, TORT (INCLUDING NEGLIGENCE), ATTORNEYS FEES AND COSTS, OR OTHERWISE, FOR DAMAGES WHICH, IN THE AGGREGATE, EXCEED THE TOTAL AMOUNT OF FEES PAID BY THE SIGNATORY FOR THE SERVICE DURING THE THREE-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF SIGNATORY’S CLAIM.
10.2 Indirect Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL PREQUEL BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND AND HOWEVER CAUSED INCLUDING, BUT NOT LIMITED TO, ATTORNEYS FEES AND COSTS, BUSINESS INTERRUPTION OR LOSS OF PROFITS, BUSINESS OPPORTUNITIES, OR GOODWILL.
10.3 THE FOREGOING LIMITATIONS APPLY EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGE AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.
11. TERM AND TERMINATION
11.1 Term. These Terms will be in effect from the time that the Services are activated and will continue until the termination or expiration of the User’s Account in accordance with the Terms.
11.2 Termination. These Terms and any usage rights granted hereunder may be terminated by Prequel at any time upon five (5) days written notice to the Signatory for Prequel’s convenience. The User’s usage rights granted hereunder may be suspended by Prequel immediately if the User violates these Terms. In addition, Prequel may terminate the User’s Account immediately in its sole discretion in the event that the User violates any restrictions stated in these Terms.
11.3 Reinstatement. Following suspension, Prequel will work in good faith to determine whether to reinstate the User’s access to (and any associated licenses to) the Services or permanently terminate the User’s Services.
11.4 Consequences. Termination of Terms and/ or User’s Account will not relieve the Signatory’s obligation to pay any amounts owed by the Signatory under these Terms. Termination of any Services includes removal of access to such Services and barring of further use of the Service. Upon termination of these Terms, the User shall no longer access the Services and shall not circumvent any security mechanisms contained therein. Termination of all Services may also include deletion of the User’s login credentials such as password and the User Data.
12.1 Governing Law and Venue. The laws of the State of Texas, USA govern the interpretation of these Terms, regardless of conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods (1980) and the Uniform Computer Information Transactions Act (UCITA) are hereby excluded in their entirety from application to these Terms. The parties agree that the federal and state courts located in Travis County, Texas, USA will have exclusive jurisdiction for any dispute arising under, out of, or relating to these Terms. Mediation will be held in Austin, Texas, USA. The Signatory agrees that, to the maximum extent permitted under applicable law, any claim or cause of action the User may have arising out of or related to these Terms must be filed by the Signatory within one (1) year after such claim or cause of action arose or be forever barred.
12.2 General. The User may not assign these Terms, or otherwise transfer any usage rights created hereunder whether by operation of law, change of control, or in any other manner, without the prior written consent of Prequel. Prequel will not be liable to the Signatory for any delay or failure of Prequel to perform its obligations hereunder if such delay or failure arises from any cause or causes beyond the reasonable control of Prequel. Such causes will include, but are not limited to, acts of God, floods, fires, loss of electricity or other utilities. Any provision that by its nature is intended to survive the termination of these Terms will survive termination of these Terms. Any notice required under these Terms shall be given in writing and will be deemed effective upon delivery to the party to whom addressed. All notices shall be sent to such address as the parties may designate in writing. Any notice of material breach will clearly define the breach including the specific contractual obligation that has been breached. These Terms and any other terms incorporated by reference herein constitute the entire agreement between the parties regarding the subject matter hereof and supersedes all proposals and prior discussions and writings between the parties with respect to the subject matter contained herein. Headings are for reference purposes only, have no substantive effect, and will not affect the interpretation hereof. Each provision of these Terms is a separately enforceable provision. If any provision of these Terms is determined to be or becomes unenforceable or illegal, such provision will be reformed to the minimum extent necessary for these Terms to remain in effect in accordance with its terms as modified by such reformation.
Last updated: September 26, 2022