Terms and Conditions

Terms of Use

Thank you for your interest in using the Preppings application programming interface (the “Preppings API”).  By using the Prepings API, you agree to the terms (hereinafter “terms”, “API terms” or “API Terms of Use”) below.  If you disagree with any of these terms, Preppings does not grant you a license to use the Preppings API.  We reserve the right to update and change these terms from time to time without notice.  You can always find the most recent version of these terms at http://preppings.com/terms.

Your license to use the Preppings API begins when you (individually or on behalf of your organization) apply for and receive authorization for an API Key.  Your license to the Preppings API under these terms continues until it is terminated by either party.  You may terminate the license by canceling the service and discontinuing the use of the Preppings API.  Preppings may terminate the license at any time for any reason.  Your rights to use the Preppings API terminates automatically if (i) you violate any of these terms, (ii) Preppings publicly posts a written notice of termination on preppings.com, (iii) Preppings sends a written notice of termination to you, or (iv) Preppings disables your acces to the Preppings API.

Licensed Uses and Restrictions

The Preppings API is owned by Preppings and is licensed to you on a worldwide (except as limited below), nonexclusive, nonsublicenseable basis on the terms and conditions set forth herein.  These terms define legal use of the Preppings API including all updates, revisions, substitutions, and any copies of the Preppings API made by or for you.  Preppings owns its data and content, including but not necessarily limited to text, photographs, links and other elements that are made available through use of the Preppings API or which are provided on the preppings.com web site. The Preppings data and content is referred to herein collectively as Preppings Content).  All rights not expressly granted to you are reserved by Preppings.

The Preppings API application form and API download is currently available at http://api/preppings.com or by navigating to the API download page on the www.preppings.com web site (referred to collectively herein as the Preppings web site).

The Preppings API provides the approved licensee with the opportunity to 1) place The Preppings API search bar on its approved web site, and 2) allow users of the approved web site to search and access Preppings Content within the terms of the Preppings User Agreement.

While Preppings is currently providing download and access to an initial version of the Preppings API, you understand and agree that Preppings may release subsequent or “newer” versions of the Preppings API and require you to obtain and allow use of only the newest version on your approved web site and that newer versions may not be compatible with previous implementations or provide access to the same Preppings Content provided through previous or “older” versions of the Preppings API.

You shall:

Comply with the Preppings Terms of Use at http://preppings.com/terms

Reference all calls to the Preppings API using the API Key and User ID issued to you as an approved licensee.

Keep your API Key confidential, and not to share it with any third party. The Preppings API License is personal to      you; any third party, even your affiliates, must seek and obtain their own license and API Key.

Provide access to the Preppings Content to users on “as is” basis and in conformance with the Preppings API Terms of Use and Preppings web site Terms of Use including all disclaimers, limitations on liability, and use restrictions (in each case for the benefit of Preppings).

Present Preppings Content on a transactional basis only. You are not permitted to store (or “cache”) Preppings Content locally unless specifically negotiated and authorized in writing by Preppings.

Limit use of the Preppings API from your approved web site to one thousand (1,000) calls per day.  Preppings may approve, subject to its own discretion, higher daily call limits if you adhere to these API Terms of Use and pass a Preppings audit and review. -Please contact Preppings support at support@preppings.com for more details.

Limit direct server calls to preppings.com for Preppings Content through your approved web site as listed on the approval application and not through any other web site owned or operated by you.

Assume responsibility if any user of your web site(s) causes you to violate these terms.  If you become aware that any user of your web site(s) is in material breach of these terms, then you agree to notify Preppings promptly of such breach by e-mail to support@preppings.com, and to take prompt commercially reasonable corrective action at your expense to remedy such breach.  In addition, upon request of Preppings, you agree that you will either (a) use commercially reasonable efforts to obtain such equitable relief to prevent harm to Preppings or its licensors, or (b) assign any of your applicable rights to permit Preppings or the applicable licensor to seek such equitable relief.

Ask for assistance from Preppings should you have any questions about whether a specific use is in compliance with these terms.  You understand and agree that these terms will survive termination of the Preppings API License.

You shall not:

Attempt to cloak or conceal your identity or your organization’s identity when applying for a license to use the Preppings API.

Extract, provide or otherwise use Preppings Content to enhance the data files of your service or that of third parties.

Permit your users to access Preppings Content in bulk.  In other words, you will allow access to Preppings Content on a transactional basis only.

Sell, lease, or sublicense the Preppings API or access thereto or derive revenues from the use or provision of the Preppings API, whether for direct commercial or monetary gain or otherwise, unless you obtain prior written approval from Preppings;

Delete, mask or in any manner alter these trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of Preppings, its partners, or other party rights holder of content displayed by Preppings through the Preppings API.

Access or use the Preppings API in any product or service that replicates or attempts to replace the essential user experience of the Preppings API or provide a substantially similar service and/or directly compete with products or services offered by Preppings (as determined by Preppings in its sole discretion);

Access or use the Preppings API in a manner that adversely impacts the stability of Preppings servers or that adversely impacts the behavior of other applications using the Preppings API;

Present Preppings Content (or permit such data and content to be presented) so that it appears to be available from a third party web site.

Otherwise reproduce, modify, distribute, decompile, disassemble or reverse engineer any portion of the Preppings API or any data or content provided by Preppings.  For example, you agree not to screen scrape the content or modify or “search and replace” the data and/or content that is presented by the Preppings API. This includes but is not limited to the presentation of hyperlinks, text, images, logos, copyright messages, and other data or content.  All data and content presented by the Preppings API must be preserved in full.  If you are in doubt as to whether you are presenting the data and content in compliance with these terms or want to request a modified presentation of the data, please contact Preppings to discuss what can or cannot be allowed.

Use the Preppings API in a manner that exceeds reasonable request volume, constitutes excessive or abusive usage, or otherwise fails to comply or is inconsistent with any part of the Preppings API documentation located within http://api.preppings.com/, as determined by Preppings in its sole discretion.

Use the Preppings API in connection with or to promote any products, services, or materials that constitute, promote or are used primarily for the purpose of dealing in: spyware, adware, or other malicious programs or code, counterfeit goods, items subject to US embargo, hate materials (e.g. Nazi memorabilia) or materials urging acts of terrorism or violence, goods made from protected animal/plant species, recalled goods, hacking / surveillance / interception / descrambling equipment, cigarettes, illegal drugs and paraphernalia, unlicensed sale of prescription drugs and medical devices, pornography, prostitution, body parts and bodily fluids, stolen products and items used for theft, fireworks, explosives, and hazardous materials, government IDs, police items, unlicensed trade or dealing in stocks and securities, gambling items, professional services regulated by state licensing regimes, non-transferable items such as airline tickets or event tickets, non-packaged food items, weapons and accessories.

Access, use or allow access and/or use by your users of the Preppings API through automated means, such as for example by scraping data and/or content.  You may only display Preppings Content in response to a user action or request.

Use the Preppings API in any manner or for any purpose that violates any law or regulation, any right of any person, including but not limited to intellectual property rights, rights of privacy, or rights of personality, or in any manner inconsistent with preppings.com’s Terms of Use, Privacy Policy or these terms.

Cache or retain any copy of the Preppings Content without prior written permission from Preppings, and then if you do cache such data/content, you must keep any cached data/content up to date.  Preppings Content which is removed by Preppings from that provided by the latest version of the Preppings API must be removed from your cache as soon as reasonably possible.

Attempt to use one API Key with more than one web site.  If you want to obtain separate API Keys for use on more than one web site, each web site must be approved separately.  Please contact Preppings if you have a question about how to apply for API Keys for multiple sites owned and operated by the same person or entity using a single form.

Use of Preppings Brand Assets

Use of Preppings brand assets (e.g. the Preppings name and logo) is governed by Preppings’ Brand Guidelines (link), which are incorporated herein by reference.

Intellectual Property Ownership

The Preppings API may be protected by copyrights, trademarks, service marks, international treaties, and/or other proprietary rights and laws of the U.S. and other countries.  Preppings’ rights apply to the Preppings API and all output and executables of the Preppings API. You agree to abide by all applicable proprietary rights laws and other laws, as well as any additional copyright notices or restrictions contained in these terms. Preppings owns all rights, title, and interest in and to the Preppings API. These terms grant you no right, title, or interest in any intellectual property owned or licensed by Preppings, including (but not limited to) the Preppings API, Preppings Content, Preppings trademarks and/or Preppings copyrights.  All photos offered through the Preppings API are owned and/or licensed by Preppings.

Limited Relationship of Parties

You and Preppings are independent contractors, and nothing in these API terms shall be construed as creating an employer-employee relationship, a partnership, or a joint venture. While you may publicly refer to the fact that you have implemented the Preppings API, you agree not to make any other public statements that assert or imply any other relationship with Preppings, unless you have Preppings’s prior written approval.

Neither the name of Preppings nor the names of its contributors may be used to endorse or promote products derived from the Preppings API or Preppings Content without specific prior written permission of Preppings.

No Warranty

Portions of the Preppings API may be experimental and not tested in any manner. Preppings does not represent or warrant that any Preppings API is free of inaccuracies, errors, bugs, or interruptions, or are reliable, accurate, complete, or otherwise valid.

The Preppings API is provided “as is” with no warranty, express or implied, of any kind and Preppings expressly disclaims any and all warranties and conditions, including, but not limited to, any implied warranty of merchantability, fitness for a particular purpose, availablility, security, title and/or non-infringement.

Your use of the Preppings API is at your own discretion and risk, and you will be solely responsible for any damage that results from the use of any Preppings API including, but not limited to, any damage to your computer system or loss of data.

Exclusive Remedies

In no event will Preppings or any supplier be liable for any damages, including without limitation any indirect, consequential, special, incidental, or punitive damages arising out of, based on, or resulting from these API terms or your use of the Preppings API and Preppings Brand Assets, even if such party has been advised of the possibility of such damages.  The exclusion of damages under this paragraph is independent of your exclusive remedy and survives in the event such remedy fails of its essential purpose or is otherwise deemed unenforceable. These limitations and exclusions apply without regard to whether the damages arise from (A) breach of contract, (B) breach of warranty, (C) negligence, or (D) any other cause of action, to the extent such exclusion and limitations are not prohibited by applicable law.  If you do not agree with any part of these API Terms of Use, or you have any dispute or claim against Preppings or its suppliers with respect to these Terms or the services, then your sole and exclusive remedy is to discontinue using the Preppings API and Preppings Brand Assets.

Reservation of Right to Change Terms

Preppings reserves the right to change these API Terms of Use, and you are responsible for regularly reviewing these terms. Your continued use of the Preppings API and Preppings Brand Assets after the effective date of such changes will constitute acceptance of and agreement to any such changes. Preppings may suspend or discontinue the Preppings API at any time to you and/or to others, without notice.

Fees and Payments – Subscription, Billing and Cancellation

Subscription

Fee Based Ongoing Subscription. Your Preppings’ subscription will continue month-to-month unless and until you cancel your subscription or we terminate it. You must have Internet access and provide us with a current, valid, accepted method of payment (as such may be updated from time to time, “Payment Method”) to use the Preppings API service. We will bill the monthly subscription fee to your Payment Method. You must cancel your subscription before it renews each month in order to avoid billing of the next month’s subscription fees to your Payment Method.

Free Ongoing Subscription. Your Preppings subscription will continue month-to-month unless and until you cancel your subscription or we terminate it. Upon completed registration and validation of your web site the Preppings Free API access key will be emailed for your immediate use. For uses of the Preppings API over a certain rate or for certain types of commercial applications, Preppings may charge a monthly fee for which the Preppings Payment Terms apply and are fully incorporated herein by reference.

Commencement. We will begin billing your Payment Method for monthly subscription fees upon completed registration and validation of your web site. Upon authorization of your first payment processing the API access key will be emailed for your immediate use.

Billing, Ongoing Subscription

Recurring Billing. Your completion of the registration serves as acceptance to the Preppings API terms for the Preppings subscription. You authorize us to charge you a monthly subscription fee at the then current rate to your Payment Method. We will continue to bill your Payment Method on a monthly basis for your subscription fee until you cancel.

Price Changes. We reserve the right to adjust pricing for our service or any components thereof in any manner and at any time as we may determine in our sole and absolute discretion. Except as otherwise expressly provided for in these Terms of Use, any price changes to your service will take effect following email notice to you.

Billing Cycle. The subscription fee for our service will be billed at the beginning of the paying portion of your subscription and each month thereafter unless and until you cancel your subscription. We automatically bill your Payment Method each month on the calendar day corresponding to the commencement of your paying subscription. Subscription fees are fully earned upon payment. We reserve the right to change the timing of our billing, in particular, as indicated below, if your Payment Method has not successfully settled. In the event your paying subscription began on a day not contained in a given month, we may bill your Payment Method on a day in the applicable month or such other day as we deem appropriate. For example, if you started your Preppings subscription or became a paying member on January 31st, your next payment date is likely to be February 28th, and your Payment Method would be billed on that date. As used in these Terms of Use, “billing” shall indicate a charge, debit or other payment clearance, as applicable, against your Payment Method. Unless otherwise stated differently, month or monthly refers to your billing cycle.

No Refunds. Payments are nonrefundable and there are no refunds or credits for partially used periods. Following any cancellation, however, you will continue to have access to the service through the end of your current billing period. At any time, and for any reason, we may provide a refund, discount, or other consideration to some or all of our members (“credits”). The amount and form of such credits, and the decision to provide them, are at our sole and absolute discretion. The provision of credits in one instance does not entitle you to credits in the future for similar instances, nor does it obligate us to provide credits in the future, under any circumstance.

Payment Methods. You may edit your Payment Method information by visiting our website and clicking on the “Your Account” link, available at the top of the pages of the Preppings website. If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and you do not edit your Payment Method information or cancel your account (see, “Cancellation” below), you remain responsible for any uncollected amounts and authorize us to continue billing the Payment Method, as it may be updated. This may result in a change to your payment billing dates. For certain Payment Methods, the issuer of your Payment Method may charge you a foreign transaction fee or other charges. Check with your Payment Method service provider for details.

Cancellation. You may cancel your Preppings subscription at any time, and you will continue to have access to the Preppings API service through the end of your monthly billing period. We do not provide refunds or credits for any partial-month subscription periods To cancel, please email your cancelation request to support@preppings.com.

Support

Preppings may elect to provide you with support or modifications for the Preppings API (collectively, “Support”), in its sole discretion, and may terminate such Support at any time without notice to you. Preppings may change, suspend, or discontinue any aspect of the Preppings API at any time, including the availability of any Preppings API.  Preppings may also impose limits on certain features and services or restrict your access to parts or all of the Preppings API or preppings.com without notice or liability.

Exclusions and Limitations

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the Warranty and Liability exclusions provided herein may not apply to you.

Release and Waiver

To the maximum extent permitted by applicable law, you hereby release and waive all claims against Preppings, and its subsidiaries, affiliates, officers, agents, licensors, co-branders or other partners, and employees from any and all liability for claims, damages (actual and/or consequential), costs and expenses (including litigation costs and attorneys’ fees) of every kind and nature, arising from or in any way related to your use of the Prepping API. If you are a California resident, you waive your rights under California Civil Code 1542, which states, “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” You understand that any fact relating to any matter covered by this release may be found to be other than now believed to be true and you accept and assume the risk of such possible differences in fact. In addition, you expressly waive and relinquish any and all rights and benefits which you may have under any other state or federal statute or common law principle of similar effect, to the fullest extent permitted by law.

Hold Harmless and Indemnity

To the maximum extent permitted by applicable law, you agree to hold harmless and indemnify Preppings and its subsidiaries, affiliates, officers, agents, licensors, co-branders or other partners, and employees from and against any third-party claim arising from or in any way related to your use of the Preppings API, including any liability or expense arising from all claims, losses, damages (actual and/or consequential), suits, judgments, litigation costs and attorneys’ fees, of every kind and nature. Preppings shall use good faith efforts to provide you with written notice of such claim, suit or action.

Choice of Law; Disputes

These API Terms of Use (“terms”) are governed by the laws of the State of California, without giving effect to its conflict of laws provisions. You agree to submit to exclusive jurisdiction and venue in the state and federal courts sitting in Alameda County, California, for any and all disputes, claims and actions arising from or in connection with the Preppings services and/or these terms. In any dispute arising under these terms, the prevailing party will be entitled to attorneys’ fees and expenses.

General

You represent that you have the authority to bind the organization (if any) identified in your application for the Preppings API. You agree not to export from anywhere any part of the Preppings API, Preppings Content, or Preppings Brand Assets provided to you or any direct product thereof except in compliance with, and with all licenses and approvals required under, applicable export laws, rules and regulations. If provided to the U.S. government, the Preppings API, Preppings Content or Preppings Brand Assets are provided with the commercial license rights described herein. If any part of these API terms is determined to be invalid or unenforceable, then the invalid or unenforceable provision will be replaced with a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these API terms will continue in effect. The section titles in these API terms are solely used for the convenience of the parties and have no legal or contractual significance. Preppings may assign these API terms, in whole or in part, at any time with or without notice to you. You may not transfer, assign, or delegate these API terms and your API key to any third party. Preppings’s failure to act with respect to a breach by you or others does not waive its right to act with respect to subsequent or similar breaches. Except as expressly stated herein, these API terms constitute the entire agreement between you and Preppings with respect to the Preppings services and supersede all prior or contemporaneous communications of any kind between you and Preppings with respect to the Preppings API, Preppings Content and/or Preppings Brand Assets.