Terms of Service for Educators

These Terms of Service (“Terms”) are a binding contract between Pocket Prep, Inc. (“Pocket Prep,” “us,” “our,” or “we”) and the organization or institution that is our Customer (“Customer”). These Terms and one or more Order Forms govern Customer’s use of Pocket Prep for Educators, Pocket Prep for Students, and all other products and services described in the applicable Order Form (collectively, the “Services”) by Customer and Customer’s students, instructors, and other end users who access the Services (“Users”).

By signing the order form or using the services, customer agrees to these terms on behalf of customer and customer’s users. These terms include a class action waiver and arbitration provision that governs all disputes related to the services.

If you are an individual agreeing to these Terms on behalf of Customer, (a) you represent and warrant that you are authorized to act on behalf of Customer and to bind such Customer to these Terms and (b) all references to “you” herein shall include you personally, the Customer, and its Users. These Terms will remain in effect while Customer or any of its Users access or use the Services.

Services and Access

The Services provided under these Terms include Pocket Prep for Educators and Pocket Prep for Students, as well as any other products and services described in the applicable Order Form. Pocket Prep for Educators is a software-as-a-service platform designed to help educators with exam preparation for their students in combination with Pocket Prep for Students mobile and web-based applications. Pocket Prep for Students is made available to Users pursuant to these Terms as well as the Terms of Service (the “Student App Terms of Service”) and incorporated herein by this reference. Customer’s Users have the option to integrate the Services into the Customer’s learning management system (“LMS”), subject to the terms and conditions and privacy practices of Customer’s LMS. Additional details about Services features, User limitations, and other details of Customer’s subscription and access to the Services are outlined in the applicable Order Form.

Customer agrees to: (a) these Terms in their entirety; (b) maintain the confidentiality of all login credentials of Customer and its Users; (c) be responsible for compliance with these Terms in all respects by each of Customer’s Users; (d) be responsible for the accuracy and legality of any data or other content input to the Services by Customer’s Users; and (e) use the Services only in accordance with these Terms and applicable law. Any use of the Services in violation of the foregoing by Customer or its Users will be considered a material breach of these Terms.

User Privacy

United States federal laws such as the Family Educational Rights & Privacy Act (“FERPA”), the Protection of Pupil Rights Amendment of 1978, the Children’s Online Privacy Protection Act, and certain U.S. state laws provide privacy protections for students of certain educational institutions or children (collectively, “User Privacy Laws”). Customer acknowledges and agrees that Customer is responsible for complying with all legal requirements of applicable User Privacy Laws; Pocket Prep is not liable for any noncompliance with such legal requirements by a Customer or individual educators.

By providing Users with access to the Services, Customer (a) acknowledges that Customer and its Users have read and agree to Pocket Prep’s Privacy Policy and consent to all actions taken by Pocket Prep with respect to the Customer’s and its Users’ Personal Information in compliance with such Privacy Policy; (b) agrees to be responsible for determining and securing any required privacy-related rights and permissions from Users (including parent or guardian consent) that may be required under applicable User Privacy Laws or Customer’s policies; and (c) represents and warrants that any information submitted to Pocket Prep is truthful and accurate and Customer will maintain the accuracy of that information.

If Customer is subject to FERPA, Customer acknowledges and agrees that (i) Pocket Prep is a contractor working on Customer’s behalf and is therefore considered a “school official” for FERPA purposes; (ii) if required by state or federal law, Customer has specifically listed Pocket Prep as one of its contractors; and (iii) Customer certifies that it has indicated in its annual FERPA notification to parents that Customer uses contractors to provide certain services on its behalf. Customer, not Pocket Prep, is responsible for obtaining any legally required user or parent or guardian consent to use the services.

Subscriptions, Services, and Payment

Subscription

The Services are made available to Customer as an annual subscription. Customer’s subscription begins on the Subscription Start Date and continues until the End Date, each as specified in the applicable Order Form (“Subscription Term”). The Services are delivered when Pocket Prep makes the Services available to Customer via User login credentials or other access key (“Delivery”). The subscription is deemed delivered and accepted upon Delivery. Pocket Prep may accept or decline a subscription for any reason until the date of Delivery, after which the subscription is non-cancellable during the Subscription Term.

Fees

Customer agrees to pay the fees associated with Customer’s subscription as stated and according to the payment schedule set forth in the applicable Order Form (the “Fees”), as well as any and all applicable sales and use taxes for the purchase of Customer’s subscription based on the Customer address listed in the Order Form, along with any sales and use taxes and any late fees or interest (as described below). All Fees are quoted in United States dollars. Unless otherwise provided in the applicable Order Form, Customer is required to pay all Fees for the Subscription Term in full. Fees for renewal Subscription Terms are due on or before the Start Date for the renewal Subscription Term. Any invoices, payment reminders, or receipts will be delivered to Customer’s email address on file with Pocket Prep; it is Customer’s responsibility to maintain a valid and up-to-date email address with us.

Payment

If Customer arranges to pay Fees by credit card or other payment card, (i) Customer hereby expressly authorizes Pocket Prep to charge the payment method for Fees due for the applicable Subscription Term on each payment due date; (ii) Customer represents and warrants that the payment information provided to Pocket Prep is correct and accurate and Customer is using a payment method that it is legally authorized to use for this purpose; and (iii) Customer agrees that it is solely liable for any payment or credit card fraud, abuse, or unauthorized use by Customer, its Users, or others. Paid Fees are non-refundable unless otherwise stated in the applicable Order Form or as required by law.
If Customer does not pay on time or if Pocket Prep cannot charge Customer’s payment method for any reason, Pocket Prep reserves the right to either suspend or terminate Customer’s access to the Services. In addition, if any payment is not received within 30 days after the due date, then Pocket Prep may charge a late fee of $500 and may assess interest at the rate of 1.5% of the outstanding balance per month (18% per year), or the maximum rate permitted by law, whichever is lower, from 30 days after the due date until the date Fees are paid in full. If Customer’s unpaid Fees are referred to an attorney or collections agency, Customer shall pay all reasonable attorney’s fees or collections agency fees. The provisions of this Section 3(c) shall not apply if and to the extent prohibited by the laws governing the Customer’s jurisdiction.

Support Services

Customer may request via an Order Form certain support services to support its use of the Services or other professional development topics (“Support Services”) in exchange for the applicable Fees stated in such Order Form. Support Services are provided subject to these Terms and the applicable Order Form. Customer understands and agrees that the Support Services are not professional, legal, business, or scientific advice and are not a substitute for professional training, license requirements or good judgment of Customer or its Users. Customer is advised to speak with its legal counsel regarding any professional, legal, business, scientific, or other advice questions.

Ownership and License

Intellectual Property

Customer shall retain all right, title, and interest in and to Customer’s data and content submitted to, processed by, or generated using the Services (“Customer Data”). As between the parties, Pocket Prep owns and shall retain all right, title, and interest in and to the Services and its related and underlying intellectual property. The Services include, without limitation, the Services and all of the features, functionality, ideas, images, illustrations, designs, photographs, video clips, text, graphics, icons, designs, and software code, as well as products, services, and related documentation of the Services, and our trademarks, and other materials available on the Services. Components of the Services not owned or controlled by Pocket Prep are the property of their respective owners. The Services are protected by U.S. and foreign copyright, trademark, trade dress, or other proprietary rights laws and international conventions.

License Grant

Subject to these Terms, Pocket Prep grants Customer a limited, non-exclusive, non-transferable, non-sublicensable (except to provide access to Customer’s Users as expressly permitted herein), revocable license to access and use the Services and to permit its Users to access and use the Services within the Field of Use (defined below) pursuant to the terms and conditions of Customer’s subscription to the Services as set forth in these Terms and the applicable Order Form (the “License”). Except as otherwise agreed in writing between the parties, Customer may not use the Services for any commercial purpose (other than for transacting business with Pocket Prep) or for any unlawful or wrongful purpose. This License permits Customer to resell and sublicense PocketPrep for Students to Customer’s student users through Customer’s Campus Bookstore or Learning Management System, or through another distribution mechanism identified by Customer and prior approved by Pocket Prep. The Services are provided to Customer under the License, and not sold, to Customer. Nothing in the License or these Terms is intended to or may be construed as, conferring by implication, estoppel, or otherwise any ownership, license, or other grant of right to any copyright, trademark, or other intellectual property of Pocket Prep or any third party, except as expressly provided in these Terms. Pocket Prep reserves all rights not expressly granted herein.

Customer Responsibility for Users

Customer agrees that Customer: (i) is solely responsible for compliance with these Terms by Customer’s Users; (ii) is solely responsible for Customer’s account under Customer’s subscription, and the accuracy and legality of any data, including Personal Information, which is input to the Services by any and all Users associated with the Customer, and any and all use of accounts of Customer’s Users; (iii) shall ensure that each User accepts the Student App Terms of Service before accessing the Services; (iv) will use reasonable efforts to prevent unauthorized access to or use of the Services, and notify Pocket Prep promptly of any unauthorized access or use; (v) uses the Services only in accordance with these Terms, Services documentation, and applicable law; and (vi) complies with the terms of service of any third party software with which Customer uses the Services. Any use of the Services in violation of the foregoing by Customer or its Users or that in Pocket Prep’s judgment, threatens the security, integrity, or availability of the Services may result in immediate suspension of access to the Services.

Feedback

Customer and its Users may submit comments and suggestions regarding the Services to Pocket Prep, such as improvements, enhancements, and modifications of the Services (“Feedback”). Customer on its own behalf and that of its Users hereby assigns to Pocket Prep all right, title, and interest to all such Feedback and all property rights in the Feedback, including all copyright, patent, trade secret, trademark, and other intellectual property rights. Customer agrees to not allow Pocket Prep to receive any Feedback that it has reason to believe is subject to any intellectual property claim or right of any third party, or subject to license terms that seek to require Pocket Prep to license the Services to any third party.

Reports

Pocket Prep may, from time to time, use non-personal data collected through the Services to generate reports and studies. Pocket Prep uses these reports and studies for internal purposes only. Any such reports or studies are the sole and exclusive property of Pocket Prep. Customer hereby assigns any rights Customer or its Users may have to such reports, studies, and all data contained therein to Pocket Prep in perpetuity throughout the world for any and all present or future uses in any and all languages and for no compensation. All non-personal data collected by Pocket Prep will be treated as nonconfidential and nonproprietary. Pocket Prep shall be under no obligation of any kind with respect to such non-personal data and shall be free to reproduce, make derivative works from, use, disclose, and distribute the reports to others without limitation. Additionally, Pocket Prep may use any ideas, concepts, know-how, or techniques contained in generating reports or studies for any purpose whatsoever, including, but not limited to, developing, manufacturing, or marketing products incorporating such information.

Customer Data

Customer hereby grants Pocket Prep an unlimited, non-exclusive, transferable, sublicensable, and irrevocable license to process and use Customer Data to provide Customer with the Services, provide and improve the Services, generate and use analytics and non-personal data for our business purposes, and to use the outcomes of such processing for any lawful purpose. For the avoidance of doubt, metadata related to Customer Data, Feedback, reports, and all data generated by Pocket Prep as the result of processing Customer Data as permitted by this paragraph (f) are not Customer Data and are the property of Pocket Prep.

Field of Use

Customer may only use the Services (and may only permit its Users to use the Services) for educational and non-commercial purposes and according to the User limitations (if any) set forth in the applicable Order Form (the “Field of Use”). Customer agrees, represents, and warrants that Customer and its Users will not use the Services outside of the Field of Use, including, but not limited to taking any of the following actions:

1. Access or use the Services on any devices on which Customer does not have permission to operate the Services or on which the Services cannot be legally and rightfully operated;
2. Use the Services in connection with doing anything abusive, harmful, threatening, harassing, defamatory, bullying, malicious, discriminatory, deceptive, misleading, unethical, unlawful, or which violates another person’s privacy rights, or which is otherwise objectionable;
3. Modify, translate, adapt, or otherwise create derivative works or improvements of the Services;
4. Remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Services;
5. Remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Services, including any copy thereof; or
6. Rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or any features or functionality of the Services in any manner not expressly permitted by these Terms and the applicable Order Form or otherwise to any unauthorized third party.

Use Requirements and Limitations

Technical Requirements

To access and use the Services, Customer and its Users must have a compatible computer or handheld device, internet access, and the necessary minimum specifications posted to the Services or described in the applicable Order Form or related documentation (“Technical Requirements”). The Services may request certain privacy permissions from a device. Customer acknowledges that the terms of the agreement with its or its User’s mobile network provider will continue to apply when using the Services. Data and messaging charges may apply to use of the Services on a mobile device. Customer may also incur third-party charges; Customer accepts responsibility for any such charges that arise. If Customer or the User is not the bill payer for the device being used to access the Services, it will be assumed Customer or its User, as applicable, has permission from the bill payer to use the Services on the device.

Use Restrictions

Customer agrees to the following restrictions on behalf of itself and its Users. Customer may not use the Services for any purpose not expressly stated in these Terms, including in any way that is unlawful or might confuse or disparage Pocket Prep. Customer agrees to not rent, retransmit, disclose, publish, sell, assign, lease, sublicense, market, or transfer the Services or any portion of it or use it in any manner not expressly authorized by these Terms. Customer further agrees not to copy, reverse engineer, translate, port, modify, or make derivative works of any portion of the Services in any manner using any technology or other methods. Tampering with the Services, conducting fraudulent activities on the Services, and all other illegal activities are prohibited and may subject a User to legal action and/or termination of access to the Services. The permissions described in this Section 5 will terminate automatically if Customer breaches any of these Terms. Any other use of the Services, including reproduction of Pocket Prep intellectual property for purposes other than as noted above, without the prior written permission of Pocket Prep, is strictly prohibited.

Pocket Prep reserves the right to suspend or terminate Customer or User access to the Services if Pocket Prep determines, in our sole discretion, that Customer or one of its Users has misused the Services, for the purpose of enforcing the terms of these Terms, or for any other reason which Pocket Prep, in our sole discretion, deems necessary to preserve our intellectual property and/or commercial rights. Pocket Prep is not obligated to provide refunds, compensation, or replacement access in any such instance.

Updates

Pocket Prep may choose to develop and provide updates to the Services, which may include upgrades, bug fixes, patches, other error corrections, or new features (“Updates”), at a schedule determined by Pocket Prep in our sole discretion. Updates may also modify or delete in their entirety certain features and functionality. Customer agrees that Pocket Prep has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Services updates may occur automatically, or Customer or the User may be prompted to update Services access. Customer and its Users must promptly complete all Updates; Customer acknowledges and agrees that the Services or portions thereof may not properly operate should Customer fail to do so. Customer further agrees that all Updates will be deemed part of the Services and be subject to these Terms.

Security

Customer and its Users are strictly prohibited from violating or trying to violate the security features of the Services, such as by: (a) accessing data not intended for Customer or the User or logging onto a server or an account that Customer or the User is not authorized to access; (b) attempting to probe, scan, or test the vulnerability of a system or network, or to breach security or authentication measures unless Pocket Prep expressly authorizes it in writing; (c) attempting to interfere with service to any user, host, or network, such as by means of submitting a virus to the Services, overloading, “flooding,” “spamming,” “mail bombing,” or “crashing;” or (d) sending unsolicited email, including promotions and/or advertising of products or services forging any TCP/IP packet header or any part of the header information in any email or newsgroup posting.

Customer hereby agrees not to use any device, software, or routine to interfere or try to interfere with the proper working of the Services or any activity being conducted on the Services. Customer further agrees not to use or try to use any engine, software, tool, agent, or other device or mechanism (including browsers, spiders, robots, avatars, or intelligent agents) to navigate or search the Services other than the search engine and search agents that we make available on the Services and other than the generally available third-party web browsers. If Customer or its Users violate Pocket Prep system or network security, Customer or the User may face civil or criminal liability. Pocket Prep will investigate occurrences that may involve such violations. Pocket Prep may involve or cooperate with law enforcement authorities in prosecuting Users who are involved in such violations.

Third-Party Services

The Services may be made available to Customer or its Users through the App Store or other third-party platform, include features that allow the Services to integrate with Customer’s LMS, and may comprise, include, display, link to, or otherwise access or make available third-party platforms or content (“Third-Party Services”). Customer acknowledges and agrees that Pocket Prep is not responsible for Third-Party Services, including the accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Pocket Prep does not assume and will not have any liability or responsibility to Customer or any other person or entity for any Third-Party Services. Customer acknowledges that Customer are responsible for obtaining all appropriate licenses for the use of any third-party operating system or application. Third-Party Services and links thereto are provided solely as a convenience to Customer or otherwise and its Users access and use them entirely at their own risk and subject to such third parties’ terms and conditions.

Disclaimer of Warranties

Customer expressly understands and agrees that its use of the services is at customer’s sole risk. The services are provided on an “as-is” and “as-available” basis with all faults and defects. To the maximum extent permitted under applicable law, Pocket Prep, on its own behalf and on behalf of its affiliates and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, including, without limitation, all implied warranties of merchantability, fitness for a particular purpose, title, noninfringement, and warranties that may arise out of course of dealing, course of performance, usage, or trade practice.

Without limiting the foregoing, Pocket Prep provides no warranty or undertaking, and makes no representation of any kind that the services will meet customer’s requirements, achieve any intended results, be compatible, or work with any other products or services, operate without interruption, meet any performance or reliability standards, or be uninterrupted, timely, secure, error-free or virus-free, or that any errors or defects can or will be corrected. For clarity, neither the “pass guarantee” nor any other guarantee or warranty provided on a direct to consumer basis does not apply to the services pursuant to these terms. Pocket Prep does not represent or warrant that the information accessible on the services is accurate, complete, or current. No advice or information, whether written or oral, obtained by customer from Pocket Prep, its officers, employees, or representatives shall create any warranty not expressly stated in the terms. This disclaimer of warranties shall apply to the fullest extent permitted by applicable law.

Indemnification

Customer agrees to indemnify and hold harmless Pocket Prep and its officers, directors, employees, affiliates, agents, licensors, and contractors from and against any claims, suits, actions, demands, disputes, allegations, or investigations brought by any third party, governmental authority, or industry body, and all liabilities, damages, losses, costs, and expenses, including without limitation reasonable attorneys’ fees, arising out of or in any way connected with (i) customer’s or its users’ access to or use of the services; (ii) customer data; (iii) customer breach or alleged breach of any warranties made by customer herein or customer’s violation of any agreement between customer and Pocket Prep; or (iv) customer’s violation of law or the rights of a third party. Pocket Prep reserves the right to assume control of the defense of any third-party claim that is subject to indemnification by customer, in which event customer will cooperate with us in asserting any available defenses. This section 9 shall not apply to the extent that the laws governing customer’s jurisdiction prohibit the customer from indemnifying or holding harmless Pocket Prep.

Limited Liability

To the fullest extent permitted by applicable law, in no event shall Pocket Prep or its affiliates, or any of its or their respective licensors or service providers or any of its or their employees, directors, officers, agents, suppliers or third-party service providers be liable to customer, customer’s users, or any other person related to or arising out of use of the services, including, without limitation, for special, indirect, exemplary, incidental, punitive or consequential damages or any damages whatsoever, including, but not limited to, loss of use; loss or compromise of data, profits, or goodwill; business interruption; or computer failure or malfunction; personal injury or property damage, or other damage arising out of or in connection with the use, inability to use, copying, or display of the services. The foregoing limitations will apply whether such damages arise out of breach of contract, breach of warranty, defamation, strict liability, misrepresentation, products liability, violations of law (including regulations), negligence, and other torts, as well as third-party claims, and regardless of whether such damages were foreseeable, whether Pocket Prep was advised of the possibility of such damages, and regardless of the failure of any agreed or other remedy of its essential purpose. Some jurisdictions do not allow certain limitations of liability, so some or all of the above limitations of liability may not apply to customer. Without limiting the foregoing provisions or the provisions of the privacy notice in any way, the limit on total cumulative liability owed by Pocket Prep to customer or any person for any claims arising from or relating to the platform shall be limited to the fees paid by customer to Pocket Prep for the twelve (12) months prior to the date the claim arises. The foregoing limitations apply even if any remedy fails its essential purpose.

Dispute Resolution

Please read this section carefully because it contains a class action waiver, requires customer to arbitrate certain disputes and claims, and limits the manner in which customer can seek relief from Pocket Prep.

Customer agrees that any dispute between Customer and Pocket Prep arising out of or relating to these Terms or any agreement referenced herein, the Services, or any other Pocket Prep services (collectively, “Disputes”) will be governed by the arbitration procedure set forth below. Nothing in these Terms shall be construed as Customer’s waiver of governmental immunity as may be applicable under applicable law. The provisions of this Section 11 shall not apply if and to the extent prohibited by the laws governing the Customer’s jurisdiction.

Informal Dispute Resolution

Pocket Prep prefers to address Customer concerns without the use of a formal legal case. Before filing a claim against Pocket Prep, Customer agrees to try to resolve the Dispute informally by contacting Pocket Prep. Pocket Prep will contact Customer by email as part of a good-faith effort to resolve the Dispute informally. If a Dispute is not resolved within 30 days after submission, Customer or Pocket Prep may bring a formal proceeding.

Arbitration Agreement

Customer and Pocket Prep each agree to resolve any Disputes through final and binding arbitration. JAMS will administer the arbitration under its rules. The arbitration will be held in Seattle, Washington, United States with one arbitrator. Each party will pay fifty percent (50%) of the cost of arbitration.

Exceptions to Agreement to Arbitrate

Notwithstanding a contrary provision herein, Customer or Pocket Prep may assert claims, if they qualify, in small claims court in Seattle, Washington, or any United States county where Customer is located. Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of our Services or infringement of intellectual property rights (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the informal dispute resolution process described above.
Class Action Waiver. Customer may only resolve Disputes with Pocket Prep on an individual basis and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed under our agreement.

Limitation on Claims

Regardless of any statute or law to the contrary, any claim or cause of action related to Customer’s use of the Services must be filed within one (1) year after such claim or cause of action arose, or else the claim or cause of action will be barred forever.
Governing Law; Venue. To the extent required by laws applicable to Customer as an educational institution, these Terms shall be governed by and construed in accordance with the laws of the state where the Customer is located and all claims relating to these Terms or use of the Services shall be instituted exclusively in the federal and state courts of the state where Customer is located, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. For all other purposes, these Terms shall be governed by and construed in accordance with the laws of the United States and the State of Washington and all claims relating to these Terms or use of the Services shall be instituted exclusively in the federal and state courts of the State of Washington, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. On behalf of Customer and its Users, Customer waives any and all objections to the exercise of jurisdiction over Customer by such courts and to venue in such courts as described in this paragraph.

General Terms

Agreements

Pocket Prep may provide Customer with additional notices, documentation, or terms and conditions applicable to Customer’s or its Users’ access to or use of the Services (collectively, “Agreements”). All such Agreements, Order Forms, and the Pocket Prep Privacy Policy are incorporated herein by this reference and shall be in addition to, and not in lieu of, these Terms.

Term

Unless terminated earlier in accordance with the terms of these Terms, these Terms commence on the date the applicable Order Form is signed by both parties and shall continue for the duration of all Subscription Terms of all applicable Order Forms (and all renewals thereof) or until terminated by either party as permitted by these Terms, whichever occurs first.

Relationship of Parties

No joint venture, partnership, employment, or agency relationship exists between Customer and Pocket Prep as a result of these Terms or Customer’s use of the Services. Pocket Prep is owned and operated in the United States. Pocket Prep makes no claims that the Services is lawful in any other jurisdiction.

Legal Compliance

Customer agrees to comply with all applicable local, state, federal, and foreign laws at all times when using the Services. Pocket Prep makes no representation that the Services complies with legal or regulatory requirements of jurisdictions outside the United States. Customer acknowledges and agrees that Customer is solely responsible for notifying Pocket Prep if its use of the Services or any component thereof or any provision of these Terms violates any law, regulation, or rule of Customer’s locality. Use of the Services from jurisdictions where such access is illegal is prohibited. If Customer or its User chooses to use the Services from other jurisdictions, Customer does so at its own initiative and is responsible for compliance with applicable local laws. Pocket Prep is not responsible for any violation of law in relation to Customer’s or its Users’ use of the Services.

Export Controls

Customer agrees to comply with all United States export laws, rules, and regulations, including but not limited to Export Administration Regulations, and applicable import laws of Customer’s locality (if Customer is not located in the United States), and Customer agrees not to export the Services or any component thereof without first obtaining all required authorizations or licenses. Customer shall be responsible for any breach of this paragraph (d) by Customer or its Users.

U.S. Government Rights

The Services are commercial computer software, as such term is defined in 48 C.F.R. §2.101. Accordingly, if Customer is an agency of the U.S. Government or any contractor therefor, Customer receives only those rights with respect to the Services as are granted to all other end users under license, in accordance with 48 C.F.R. §12.212, with respect to all other U.S. Government licensees and their contractors.

Assignment

Customer may not assign, delegate, or transfer these Terms, Customer’s rights or obligations hereunder, or Customer’s account(s) on the Services, in any way (by operation of law or otherwise) without prior written consent from Pocket Prep. Pocket Prep may transfer, assign, or delegate these Terms and our rights and obligations without consent. Subject to the foregoing, these Terms shall bind and inure to the benefit of the parties, their respective successors, and permitted assigns.

Waiver, Severability

If any provision of these Terms is held invalid or unenforceable under applicable law, that portion shall be construed in a manner consistent with applicable law to accomplish, as nearly as possible, the objective thereof, or shall be severed from the document if, and solely, to the limited extent such construction is not possible, and the remaining portion of these Terms shall remain in full force and effect. Pocket Prep’s failure to enforce any provision of these Terms will not be deemed a waiver of that provision or any other provision of these Terms.

Force Majeure

Neither party will be liable for delays or failure to perform to the extent caused by a condition (for example, natural disaster, act of war or terrorism, act of God, riot, labor condition, governmental action, pandemic, or internet disturbance) that was beyond the party’s reasonable control.

Confidentiality

Each party agrees to keep confidential any information disclosed by the other party and marked or otherwise identified as “confidential” in connection with the Services. This obligation of confidentiality will survive the termination of these Terms for a period of three years.

Enforcement

Pocket Prep reserves the right (but is not required) to remove or disable Customer access to the Services at any time and without notice, and at our sole discretion if we determine that Customer or its Users’ use thereof is objectionable or in violation of these Terms. We have the right to investigate violations of these Terms and any conduct that affects our Services or any of the Services, and in response may take any action Pocket Prep deems appropriate.

Amendments

Pocket Prep reserves the right to amend the terms and conditions of use for the Services effective at the time of posting. Customer’s continued use of the Services following such posting constitutes Customer’s acceptance of such additional or amended terms and conditions on behalf of Customer and its Users.

Termination

Pocket Prep may terminate these Terms (i) upon thirty (30) days’ notice to Customer or (ii) at any time without notice if Pocket Prep ceases to support the Services, which Pocket Prep may do in its sole discretion or if Pocket Prep learns that Customer failed to comply with any of the terms and conditions of these Terms or an Order Form. In addition, these Terms will terminate immediately and automatically without any notice if Pocket Prep determines that Customer or any of its Users violate any of these Terms. Customer may discontinue use of the Services at any time; however (A) these Terms and the applicable Order Form(s) shall remain in full force and effect until the End Date of all Subscription Terms and (B) Customer shall not be entitled to a refund for any Fees. Upon termination, all rights granted to Customer under these Terms will also terminate; and Customer must cease all use of the Services, cause all copies of the Services to be deleted or uninstalled from its Users’ devices, and return or destroy any accompanying documentation in its possession or control. Termination will not limit any of Pocket Prep’s rights or remedies at law or in equity.

Survival

Sections 2 (User Privacy), 4(a) (Intellectual Property), 4(c) (Customer Responsibility for Users), 9 (Indemnification), 10 (Limited Liability), 12(j) (Confidentiality), and any provisions of these Terms that by their nature should survive the termination or expiration of these Terms shall survive.

Entire Agreement

These Terms and the Agreements incorporated herein (together with the notices, documents, and terms and conditions referenced herein) constitute the entire agreement between the parties with respect to the subject matter hereof. These Terms may be executed in counterparts, each of which shall be deemed an original, and which together shall constitute one and the same instrument. If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as to best accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms shall remain in effect.

By signing the order form or using the services, customer agrees to these terms on behalf of customer and customer’s users.