Terms of Service

These Terms and Conditions (“Terms”) govern your access to and use of the AgentPrep website, platform, content, courses, and services (collectively, the “Service”), operated by AgentPrep (“Company,” “we,” “us,” or “our”). By accessing or using the Service, you agree to be bound by these Terms.

If you do not agree to these Terms, you may not access or use the Service.

1. Nature of the Service

AgentPrep provides educational materials, practice questions, study tools, analytics, and related content designed to assist individuals preparing for player agent and contract advisor certification examinations administered by professional sports players associations, including without limitation:

• the NFL Players Association (“NFLPA”) Contract Advisor Examination; and
• the National Basketball Players Association (“NBPA”) Player Agent Examination.

Each such examination, together with any additional examination for which AgentPrep may offer preparation materials from time to time, is referred to individually as an “Exam” and collectively as the “Exams.” AgentPrep may add, modify, or discontinue preparation offerings for any Exam at any time.

AgentPrep is an independent study platform. AgentPrep is not affiliated with, endorsed by, sponsored by, licensed by, or otherwise connected to the NFLPA, the NBPA, any other players association, any professional sports league or member club, or any testing, certifying, or governing authority responsible for administering any Exam (each, a “Governing Body”). No Governing Body has reviewed, approved, or authorized any AgentPrep content.

2. Third-Party Names and Trademarks

References to the NFLPA, the NBPA, any other players association, league, club, or Exam are made solely for the purpose of identifying the subject matter of our educational materials. All such names, marks, and logos remain the property of their respective owners. Our use of those names is nominative and descriptive only and does not imply any affiliation, sponsorship, endorsement, or approval.

3. No Guarantees or Warranties as to Exam Performance or Certification

NO GUARANTEE OF RESULTS.

You expressly acknowledge and agree that:

• AgentPrep does not guarantee that you will pass any Exam;
• AgentPrep does not guarantee any specific score, ranking, or outcome on any Exam;
• AgentPrep does not guarantee that you will be certified, registered, or approved as a contract advisor, player agent, or equivalent by any Governing Body, that you will maintain any such certification, or that you will obtain, retain, or represent any client;
• Exam performance and certification outcomes depend on numerous factors outside our control, including your individual effort, prior knowledge, educational and professional background, test conditions, background-check and character-and-fitness determinations, application processing, and changes to Exam content, eligibility standards, or format.

All content is provided for educational and informational purposes only. Use of the Service is at your sole risk.

4. Educational Disclaimer; No Legal or Career Advice

The Service does not provide legal advice, professional certification, exam authorization, or career placement services. Nothing on the Service constitutes legal advice or creates an attorney-client relationship. The Service is not a substitute for the official materials, regulations, bulletins, or instructions issued by any Governing Body.

Where AgentPrep content summarizes or paraphrases the regulations of a Governing Body, the collective bargaining agreement of a league, or any statute or rule, that summary is provided for study purposes only. The official text controls in all cases, and you are responsible for consulting it directly.

5. Eligibility, Registration, and Regulatory Requirements Are Set by the Governing Bodies

Eligibility criteria, application procedures, fees, registration deadlines, seminar or continuing education requirements, exam rules, and certification standards differ among the Governing Bodies and are subject to change without notice to us. You are solely responsible for confirming all such requirements directly with the applicable Governing Body before relying on any AgentPrep content.

You further acknowledge that certification or registration by a players association is separate from, and does not satisfy, any registration, licensing, bonding, or disclosure obligation imposed by state athlete agent statutes (including the Uniform Athlete Agents Act as adopted in Georgia and other jurisdictions) or by any state or federal law governing the representation of athletes. Compliance with those laws is exclusively your responsibility.

6. Account Registration

You must be at least 18 years old to use the Service. You agree to provide accurate information when creating an account and to keep your account information updated. You are responsible for maintaining the confidentiality of your login credentials and for all activity under your account.

7. User Responsibilities and Acceptable Use

You agree that you will not:

• Use the Service for any unlawful purpose;
• Copy, distribute, sell, sublicense, publish, or exploit the content except as expressly permitted;
• Share login credentials or allow unauthorized access to your account;
• Use the Service, or any content obtained from it, to develop, market, or operate a competing exam preparation product or service;
• Attempt to reverse engineer, scrape, disrupt, or interfere with the platform, its security, or its networks;
• Use automated means, including bots or artificial intelligence systems, to extract, reproduce, or train on Service content;
• Upload or transmit malicious code, or attempt to gain unauthorized access to any systems or data.

We reserve the right to suspend or terminate access for violations of these Terms.

8. Exam Confidentiality; No Submission of Actual Exam Content

Each Governing Body imposes confidentiality obligations on Exam candidates. You represent and warrant that you will not upload, submit, transmit, post, or otherwise provide to AgentPrep—through any support channel, community feature, feedback form, or otherwise—any actual Exam question, answer, or other confidential Exam content, whether reproduced verbatim, from memory, or in substance.

AgentPrep does not solicit, want, or knowingly use such material. Any material submitted in violation of this Section may be deleted without notice, and your account may be terminated. You are solely responsible for compliance with any nondisclosure agreement, candidate agreement, or confidentiality rule imposed on you by a Governing Body, and you agree to indemnify AgentPrep for any claim arising from your breach of it.

9. Intellectual Property

All content and materials on the Service, including without limitation practice questions, explanations, study frameworks, analytics, text, graphics, trademarks, and software, are owned by or licensed to AgentPrep and are protected by intellectual property laws. AgentPrep content is independently created and is not derived from the confidential content of any Exam.

Subject to your compliance with these Terms and your payment of applicable fees, AgentPrep grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the specific course or courses you have purchased, for your personal, non-commercial study purposes only. Purchase of, or access to, materials for one Exam does not grant any right to access materials for any other Exam.

10. Payments, Subscriptions, and Billing

Certain features and courses require payment. Fees, billing frequency, access duration, and subscription terms are disclosed at the time of purchase and may differ by Exam and by plan. By subscribing or purchasing, you authorize us (and our payment processor) to charge the payment method you provide in accordance with the selected plan.

Automatic renewal. If your plan is offered on a recurring basis, it will automatically renew at the then-current rate for successive periods of the same length until you cancel. You may cancel at any time through your account settings or by contacting us; cancellation takes effect at the end of the then-current billing period, and you will retain access through that period.

Refunds. Unless otherwise stated at the time of purchase or required by applicable law, payments are non-refundable, and no refund or credit will be issued on the basis of Exam results, changes to Exam format or eligibility requirements, or a decision not to sit for an Exam. We may change pricing or plan features prospectively by posting updated terms or plan details within the Service.

11. Content Changes and Availability

Exam formats, question types, scoring, source materials, and eligibility standards change from time to time at the discretion of the Governing Bodies. AgentPrep updates its materials on a commercially reasonable basis but does not warrant that any course reflects the most current Exam format or content, and does not guarantee that preparation materials for any particular Exam will remain available for any period of time.

12. Termination

We may suspend or terminate your access to the Service at any time, with or without notice, if we believe you have violated these Terms or engaged in conduct that is harmful to the Service or other users. Termination does not relieve you of any payment obligations accrued prior to termination. Sections 2, 3, 4, 5, 8, 9, 13, 14, 15, 16, 17, and 19 survive termination.

13. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

We do not warrant that the Service will be uninterrupted, error-free, secure, or that any defects will be corrected, or that the content is accurate, complete, or current as to any Exam.

14. LIMITATION OF LIABILITY — PLEASE READ THIS SECTION CAREFULLY

THIS SECTION LIMITS THE AMOUNT AGENTPREP CAN BE REQUIRED TO PAY YOU, INCLUDING FOR ITS OWN NEGLIGENCE. YOU ACKNOWLEDGE THAT THE FEES CHARGED FOR THE SERVICE ARE SET IN RELIANCE ON THIS ALLOCATION OF RISK, THAT AGENTPREP WOULD NOT OFFER THE SERVICE AT THESE PRICES WITHOUT IT, AND THAT THIS SECTION IS A MATERIAL AND BARGAINED-FOR TERM OF THIS AGREEMENT. AGENTPREP IS NOT AN INSURER OF YOUR EXAM RESULTS, YOUR CERTIFICATION, OR YOUR CAREER.

(a) NO INDIRECT OR CONSEQUENTIAL DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL AGENTPREP, ITS OWNERS, OFFICERS, EMPLOYEES, CONTRACTORS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST OPPORTUNITIES, LOST OR FORGONE CLIENTS OR COMMISSIONS, EXAM FAILURE, DENIAL OR REVOCATION OF CERTIFICATION, OR REPUTATIONAL HARM, ARISING OUT OF OR RELATING TO YOUR USE OF (OR INABILITY TO USE) THE SERVICE.

(b) TOTAL LIABILITY CAP — ONE HUNDRED DOLLARS.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, AGENTPREP’S TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICE SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100.00) IN THE AGGREGATE. THIS CAP APPLIES REGARDLESS OF THE LEGAL THEORY ASSERTED, INCLUDING BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, MISREPRESENTATION, STRICT LIABILITY, STATUTORY CLAIM, OR ANY OTHER THEORY, AND APPLIES EVEN IF ANY LIMITED REMEDY IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. THIS LIABILITY SHALL BE COMPLETE AND EXCLUSIVE.

(c) EXCEPTIONS.

Nothing in this Section is intended to limit, and this Section shall not be construed to limit, liability for gross negligence, willful or wanton misconduct, fraud, or any other liability that may not lawfully be limited or excluded. Some jurisdictions do not allow the exclusion or limitation of certain damages, so portions of this Section may not apply to you. If any portion of this Section is held unenforceable, the remainder shall be given full effect to the maximum extent permitted by law.

15. Assumption of Risk

You acknowledge that Exam content, format, eligibility standards, and administration may change at any time; that practice questions are original materials that do not mirror and are not intended to mirror actual Exam questions; that content may become outdated; and that study strategies may not be effective for all users. You voluntarily assume all risks associated with use of the Service.

16. Indemnification

You agree to indemnify, defend, and hold harmless AgentPrep from any claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from (a) your use of the Service, (b) your violation of these Terms, (c) your violation of any applicable law, regulation of a Governing Body, or third-party rights, or (d) your breach of any Exam confidentiality or candidate agreement.

17. Governing Law, Forum Selection, and Venue

(a) Governing law. These Terms shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to conflict-of-law principles.

(b) Exclusive forum. Any action, suit, or proceeding arising out of or relating to these Terms or the Service shall be brought exclusively in the state or federal courts located in the State of Georgia. You irrevocably consent to the personal jurisdiction of such courts and irrevocably waive any objection to proceeding in Georgia, including any objection based on inconvenient forum.

(c) Designated county. The parties further agree that any such action shall be brought in the Superior Court, State Court, or Magistrate Court of Dekalb County, Georgia, or in the United States District Court for the Northern District of Georgia, Atlanta Division. You expressly consent to jurisdiction and venue in those courts and expressly waive any objection to venue in Dekalb County, Georgia, including any right to have the action transferred to the county of your residence or to any other county.

(d) Severability of this Section. Each of subsections (a), (b), and (c) is independent and severable. If the county designation in subsection (c) is held unenforceable for any reason, that holding shall not affect subsections (a) or (b), and the action shall proceed in the state or federal courts located in Georgia as provided in subsection (b).

(e) Acknowledgment. You acknowledge that this Section was presented to you before you agreed to these Terms, that it was not obtained from you by fraud, overreaching, or undue influence, that you had the option not to purchase or use the Service, and that you agree to it as a material term of this agreement.

18. Changes to These Terms

We may update these Terms from time to time. The “Last Updated” date above reflects the most recent revision. Continued use of the Service after changes are posted constitutes acceptance of the revised Terms.

19. Miscellaneous

These Terms, together with any plan terms disclosed at the time of purchase and any policy incorporated by reference, constitute the entire agreement between you and AgentPrep regarding the Service. If any provision is held unenforceable, that provision shall be modified to the minimum extent necessary or severed, and the remaining provisions shall remain in full force and effect. Our failure to enforce any provision is not a waiver of it. You may not assign these Terms without our prior written consent; we may assign them freely. You consent to receive notices and communications from us electronically.

20. Contact

If you have questions about these Terms, contact us at support@agentprep.co.