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These Terms of Service (“Terms”) govern the relationship between Prompt AI, Inc. (“Company”, “we”, “us”, “our”), and our users (“Customer”, “you”, “your”), i.e. the entity or person using or accessing our services, applications, or platforms through our website, available at https://www.prompts.ai (“Site”), or by any other means (together, the “Services”). These Terms explain what rights and obligations you have with respect to any images, audio-visual content, text, and other content that you may provide or enter into the Services (referred to herein as “Input(s)”), and the text, images, sounds, and any other outputs that you may generate using the Services (referred to herein as “Output(s)”), your use of the Services, and other important topics. Please read these Terms carefully, along with our [Privacy Policy], which outlines how we
handle your data. These Terms and the Privacy Policy form a single binding agreement between you and Company (“Agreement”).
This Agreement is effective when you are presented with this Agreement and proceed to use or access the Services (the “Effective Date”). These Terms may be updated and may be presented to you from time to time, and all changes will be effective as of the “Last Updated” date stated at the top of this page. Continued use of the Services constitutes acceptance of the updated terms. If you do not agree to this Agreement, you must stop using or accessing the Services.
By using the Services, you confirm that you are at least 13 years of age, and meet the minimum age of digital consent in your country. If you are old enough to access the Services in your country, but not old enough to consent to our terms, your parent or guardian must agree to these Terms on your behalf, and your parent or guardian must be responsible for your activities on the Services. Please ask your parent or guardian to read these terms with you.
You may be asked to provide certain registration details or other information to create a user account. All personal data that you provide to us to create a user account is governed by our [Privacy Policy]. You agree not to provide any other person with access to the Services using your username, password, or other security information. As long as you have a user account, you must take full responsibility for any use of and activity on your user account, whether authorized by you or not. You also agree to immediately notify us of any unauthorized access to or use of your username or password or any other breach of security. You may deactivate your user account at any time, for any reason. Deactivation will disable your access to the Services, though it will not terminate or cancel these Terms. We reserve the right to terminate or suspend your user account and access to all or part of the Services for any or no reason, with or without notice.
The Services allow you to submit Inputs and receive Outputs based on the Inputs that you provide.
Collectively, Inputs and Outputs are referred to herein as “Content”. You represent and warrant that you own or control all rights to any Input that you enter, and that all of your Input comply with these Terms. You acknowledge that you are responsible for any Input that you enter, and that you have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness. Please do not include any sensitive or confidential information, such as medical information, when interacting with our Services.
You represent and warrant that your Content complies with all applicable federal, state, local, and
international laws and regulations, and do not violate the legal rights of others, including any intellectual property or privacy rights, and do not contain any material, including any sensitive or confidential information, that could give rise to civil or criminal obligations or liability under applicable laws or regulations. We have the right to refuse any Content for any or no reason in our sole discretion, and take any action with respect to Content that we deem necessary or appropriate in our sole discretion, including if we believe that the Content violates these Terms, threatens the safety of the public, or create liability for the company.
You will retain ownership of Inputs, and will own all Outputs you create using the Services to the fullest extent permitted by applicable law. We may use your Content to provide, maintain, develop, and improve the Services, comply with applicable laws, enforce these Terms, and enforce any applicable Company policies.
You understand and agree that Outputs may not always be accurate, and that you should not rely on Outputs as a sole source of factual information. You are responsible for evaluating Outputs for
appropriateness for your use case and accuracy. The Services are not intended to be used for medical purposes, and are not designed to provide medical diagnosis or judgement.
You may not use the Services in any way that is not expressly permitted by these Terms. You also agree not to: (i) copy, reproduce, modify, translate, or create derivative works of the Services, in whole or in part; (ii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any component of the Services, in whole or in part; (iii) use the Services to create or develop any competing products or services, (iv) use the Services in any way that violates applicable federal, state, local, national, and international laws or regulations; or (v) use any device or software that interferes with the Services. We reserve the right to suspend or terminate your access to the Services at any time, and for any reason, and reserve the right to take appropriate action, including referral to law enforcement, for any illegal or unauthorized use of the Services.
We reserve the right to modify and change the Services in our sole discretion without notice, including but not limited to the features made available to you, and the algorithms or models used to generate Outputs. No guarantees are made with respect to the Service’s quality, stability, uptime, or reliability, and we will not be liable if for any reason all or any part of the Services are unavailable at any time for any period.
Any trademarks and service marks, trade dress, copyright-protected works, rights of publicity, patents, know-how, trade secrets, proprietary ideas, and publicity rights that are reproduced, distributed, displayed, performed, transmitted, or otherwise appear in the Services or any content therein (collectively, “IP”) are the property of Company, its licensors, or other providers of such material. Other than as expressly allowed by us in writing, nothing herein or in the Services may be implied as granting any license, assignment, or right to copy or use our IP without prior authorization. These Terms allow you to use the Services for your internal use only.
If you purchase any Services that are provided based on a subscription plan (“Subscriptions”), you will be asked to provide your billing information and payment method. More information about our Subscriptions may be found on our website at [LINK]. Subscriptions will be billed in advance on a recurring, periodic basis (“Billing Cycle”). You will be responsible for any applicable taxes, and we will charge you the applicable tax where required. You may cancel your Subscription at any time, but if you cancel your Subscription in the middle of a Billing Cycle, your Subscription will continue to the end of the then-current Billing Cycle and then terminate. No refunds will be issued, except where a charge was made by us in error.
We may invoice you for your use of the Services and Subscriptions through a third party payment
processor. The third party payment processor’s terms of service shall govern and supersede this
Agreement in case of conflict, solely with respect to the processing of payments.
These Terms will remain in full force and effect unless and until we terminate your user account or right to access the Services. After your user account or right to access the Services is terminated for any reason, all terms of these Terms survive such termination, and continue in full for and effect, except for any terms that by their nature expire or are fully satisfied. You may not cancel or terminate these Terms without our express written consent. Any provisions in these Terms that must survive to give effect to its meaning or enforceability for disputes arising during its effective term (including the sections on disclaimers and liability limitations, governing law, and dispute resolution) will survive any termination, cancellation, or invalidation.
YOUR USE OF THE SERVICES AND ITS CONTENT IS AT YOUR OWN RISK. THE SERVICES AND ITS
CONTENT ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATIONS WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE SERVICES OR ITS CONTENT WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVES THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SERVICES OR THE CONTENT WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.
YOU AGREE, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, NOT TO HOLD
COMPANY OR OUR SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS,
REPRESENTATIVES, SUPPLIERS, PARTNERS, AFFILIATES, OR LICENSEES RESPONSIBLE OR LIABLE FOR ANY DAMAGES OR REMEDIES OF ANY KIND ARISING FROM YOUR USE OF THE SERVICES, OR FROM A DELAY OR INABILITY TO ACCESS OR USE THE SERVICES (INCLUDING, BUT NOT LIMITED TO, YOUR RELIANCE UPON THIRD PARTY INFORMATION, CONTENT, VIRUSES, ERRORS, LINKED SITES, AND SERVICES OBTAINED THROUGH THE SERVICE) INCLUDING BUT NOT LIMITED TO ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, LOST PROFITS, LOST GOODWILL, LOST DATA, WASTE OF EXPENDITURES, COST OF SUBSTITUTE, AND CONSEQUENTIAL DAMAGES, EVEN IF WE WERE EXPRESSLY ADVISED ABOUT THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION APPLIES WHETHER THE DAMAGES ARE BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE.
To the extent permitted by law, you agree to defend, indemnify, and hold harmless Company and our directors, officers, employees, advisors, affiliates, subsidiaries, and licensors from and against any claims, causes of action, costs, losses, liabilities, and expenses (including attorneys’ fees) from third party claims arising from or related to: (i) your unauthorized use of the Services; (ii) your representations and warranties made herein; (iii) your violation of these Terms; or (iv) your violation of any laws or rights of any third party.
IN THE EVENT A DISPUTE, CONTROVERSY, OR CLAIM ARISES OUT OF OR RELATING TO THESE TERMS (“DISPUTE”), THE DISPUTE WILL BE RESOLVED BY BINDING ARBITRATION RATHER THAN IN COURT. The parties will first try in good faith to settle any Dispute within 30 days after the Dispute arises. If the Dispute is not resolved within 30 days, it shall be resolved by binding arbitration by the American Arbitration Association’s International Centre for Dispute Resolution in accordance with its Expedited Commercial Rules in force as of the date of this Agreement ("Rules"). The parties will mutually select one arbitrator. The arbitration will be conducted in English in Santa Clara County, California, USA. By agreeing to mandatory arbitration as set forth herein, you and Company knowingly and irrevocably waive any right to trial by jury in any action, proceeding, or counterclaim, except that either party may apply to any competent court for injunctive relief necessary to protect its rights pending resolution of the arbitration. The arbitrator may order equitable or injunctive relief consistent with the remedies and limitations in the Agreement. The arbitral award will be final and binding on the parties and its execution may be presented in any competent court, including any court with jurisdiction over either party or any of its property. Each party will bear its own lawyers’ and experts’ fees and expenses, regardless of the arbitrator’s final decision regarding the Dispute.
No waiver by us of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure by us to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.
If any provision of the Terms is deemed to be invalid, void, or otherwise unenforceable by any court or arbitrator of competent jurisdiction, for any reason, that provision will be limited or severed to the extent necessary so that the Terms will otherwise remain in full force and effect.
You may not assign or transfer the Terms without our prior written consent. Any attempt by you to assign, transfer, delegate, or sublicense these Terms, or any part thereof, without such consent will be null and void. We may assign, transfer, delegate, or sublicense the Terms of any licenses and rights discussed herein, at our sole discretion, without restriction. Subject to the foregoing, the Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
This Agreement does not create any agency, partnership, or joint venture between you and Company.
All matters relating to the Services and this Agreement shall be governed by and construed in accordance with the law of the State of California, without resort to its conflict of laws provisions.