Terms of Use

Updated: June 29, 2023

Thanks for using Promptify!

These Terms of Use apply when you utilize our services hosted on Promptify.com, which include our APIs, software, tools, data, documentation, and websites (“Services”). You agree to these terms by using our Services. Our Privacy Policy details how we handle your personal information.

1. Access

You must be at least 13 to use our Services. Those under 18 need parental or guardian permission. You must have the authority to accept these terms on behalf of another person or entity if you are using the Services for them. When registering, provide accurate information. Do not share your access credentials or account outside your organization. You are responsible for activities under your account.

2. Usage

(a) Services. You may use the Services in line with these Terms and all laws. We, along with our affiliates, own the Services.

(b) Feedback. We may use any feedback, comments, ideas, proposals, and suggestions you provide without any restriction or compensation to you.

(c) Restrictions. You may not infringe upon rights, reverse engineer, compete with us using output from our Services, scrape data, misrepresent output, or trade API keys without our consent. Don't send us any personal info of children under 13. Use Services only in supported geographies.

(d) Third Parties. We aren't responsible for third-party products used in connection with our Services.

3. Content

(a) Your Content. You own all input you provide to the Services. We assign all output generated to you, allowing you to use it for any purpose including commercial ones. You're responsible for ensuring your content doesn't violate laws or these Terms.

(b) Similarity of Content. The output may not be unique and can be similar for other users.

(c) Use of Content. We don't use API Content to improve our Services. Non-API Content might be used to enhance our Services.

(d) Accuracy. Due to the nature of AI and machine learning, the output may sometimes be inaccurate.

4. Payments

(a) Fees. You pay all fees according to our pricing page or as agreed in writing. We can correct pricing errors. All payments are nonrefundable.

(b) Taxes. You're responsible for all taxes associated with your purchase, except for taxes based on our net income.

(c) Price Changes. We may change our prices with a 14-day notice unless changes are for legal reasons or Beta Services, in which case, changes will be immediate.

(d) Disputes and Late Payments. Contact us within 30 days for disputed invoices. Unpaid amounts may have a 1.5% finance charge per month. We may suspend your Services for late payment.

(e) Free Tier. You cannot create multiple accounts for free tier benefits. If we believe you are not using the free tier in good faith, we may charge you standard fees or suspend your access."

5. Confidentiality, Security, and Data Protection

(a) Confidentiality. You may receive access to nonpublic information pertaining to Promptify LLC, our affiliates, and third parties. This Confidential Information should only be used to utilize our Services as specified in these Terms. Any disclosure of Confidential Information to third parties is prohibited. You're obligated to safeguard this information in the same way you'd protect your own confidential data, using reasonable care. Confidential Information includes nonpublic business information, software, specifications, and any other data deemed confidential. Exceptions include information that is or becomes public, data you already possess without confidentiality obligations, rightfully disclosed data from a third party, or information independently developed without using Confidential Information. If required by law or government order, Confidential Information may be disclosed after reasonable prior written notice to Promptify LLC and reasonable efforts to limit the scope of disclosure.

(b) Security. You are required to establish reasonable security measures to ensure secure access and usage of our Services. In case of discovering any security vulnerabilities or breaches related to the Services, you are obliged to promptly inform Promptify LLC.

(c) Processing of Personal Data. If you utilize our Services to process personal data, you're responsible for providing appropriate privacy notices and acquiring necessary consents for data processing. You assure us that any data processing aligns with applicable law. If you're processing "personal data" as defined in the GDPR or "Personal Information" as defined in CCPA via the Promptify LLC API, please fill out this form to request our Data Processing Addendum.

6. Term and Termination

(a) Termination; Suspension. These Terms become effective from the moment you start using our Services and remain in force until terminated. You can terminate these Terms at any time by discontinuing your use of our Services and Content. We may terminate these Terms for any reason by providing at least 30 days' advance notice. In case of material breach of certain sections, changes in third-party tech provider relationships beyond our control, or to comply with legal or government requests, we can terminate these Terms immediately. Access to our Services can be suspended for non-compliance with Terms, security risk concerns, suspected fraudulent use, or potential liability issues.

(b) Post-Termination Effect. After termination, you must discontinue using our Services and either return or destroy any Confidential Information at our discretion. Sections of these Terms that should logically persist post-termination or expiration should do so, including Sections 3 and 5-9.

7. Indemnification

Disclaimer of Warranties; Limitations on Liability

(a) Indemnity. You agree to defend, indemnify, and hold harmless us, our affiliates, and our personnel against any claims, losses, and expenses (including attorney fees) stemming from your use of our Services, including your Content, any products or services you offer through our Services, or your violation of these Terms or applicable laws.

(b) Disclaimer. THE SERVICES ARE OFFERED "AS IS." UNLESS OTHERWISE PROHIBITED BY LAW, WE AND OUR AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES (EXPRESS, IMPLIED, OR OTHERWISE), INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DON'T GUARANTEE THAT SERVICES WILL BE UNINTERRUPTED, ACCURATE, ERROR-FREE, OR THAT ANY CONTENT WILL BE SECURE OR NOT ALTERED OR LOST.

(c) Limitations of Liability. NEITHER WE NOR OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER LOSSES, EVEN

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8. Dispute Resolution

YOU AGREE TO THESE RULES FOR SOLVING DISPUTES AND YOU CAN'T JOIN A CLASS ACTION LAWSUIT:

(a) Mandatory Arbitration: If you and Promptify have a disagreement related to these Terms or our Services, you both agree to solve it through binding arbitration. But, you can opt out of arbitration by filling out a form within 30 days of agreeing to these terms or any future changes.

(b) Informal Problem Solving: Before taking legal action, you agree to try to solve the problem informally. Email us at dispute-resolution@promptify.com with your name, a description of the problem, and what you want to solve it. If we can't solve it within 60 days, you can start legal proceedings. Any limitation periods will pause during the 60-day process. If you live in the EU, there's an online dispute resolution platform at https://ec.europa.eu/consumers/odr.

(c) Where to Arbitrate: Either party can start binding arbitration through ADR Services, an alternative dispute resolution provider. Both parties share the arbitration fees equally. If you can't afford these fees and can't get a waiver, Promptify will pay for you. Promptify won't seek its legal costs in arbitration unless your claim is deemed frivolous.

(d) How Arbitration Works: The arbitration will be done by phone, written submissions, video conference, or in person in San Francisco, California or at another agreed location. A single arbitrator from ADR Services will conduct it based on their rules. All decisions are for the arbitrator to make, except a California court has the authority to decide the scope, enforceability, and arbitrability of this Section 8, including mass filing procedures below, and whether you've followed the pre-arbitration requirements in this section.

(e) Exceptions: This section doesn't require arbitration for small claims or for injunctions against unauthorized use or abuse of Services, or for intellectual property infringement.

(f) NO CLASS ACTIONS: Disputes must be individual only. You can't bring a class action lawsuit or any other kind of collective action. If a dispute goes to court instead of arbitration, both parties give up the right to a jury trial. This doesn't stop either party from participating in a class-wide settlement of claims.

(g) Mass Filings: If at any time, 30 or more similar arbitration demands are made against Promptify by the same or coordinated groups, ADR Services will randomly assign sequential numbers to each. The first 10 cases will be the "Initial Test Cases" and go to arbitration first. After the first 10 cases, parties will have 90 days to try to resolve the remaining cases in mediation. If the remaining cases are not resolved, parties can opt out of arbitration and proceed in court by giving written notice to the other party within 60 days.

(h) Severability: If any part of this Section 8 is found to be illegal or unenforceable, the rest will remain in effect. But, if a finding of partial illegality would allow mass filing or class arbitration, then this whole section will not be enforceable.

• General Terms
• (a) Relationship: These Terms don't create a partnership, joint venture, or agency relationship between you and Promptify.

(b) Use of Brands: You can't use Promptify's name, logo, or trademarks without prior written permission.

(c) U.S. Federal Agency Entities: The Services were developed privately and are commercial computer software and documentation within the meaning of U.S. Federal Acquisition Regulation.

(d) Copyright Complaints: If you think your intellectual property rights have been violated, notify us at the address provided or fill out a form. We can remove or disable the content that is allegedly infringing and may close accounts of repeat infringers.

(e) Assignment and Delegation: You can't transfer your rights or obligations under these Terms without our approval. Any attempt to do so is null and void. We may assign these Terms if we merge with another company, are bought out, or if we sell all or nearly all of our assets.

(f) Modifications: We can change these Terms from time to time. We will notify you of major changes at least 30 days in advance. All other changes are effective immediately. Your continued use of the Services means you agree to the changes.

(g) Notices: All notices will be in writing. We may use your registered information or the email you used for the Services to contact you.

(h) Waiver and Severability: If we don't take action when you break these Terms, it doesn't mean we're giving up our rights. If a court finds a part of these Terms invalid, the rest of the Terms will still apply.

(i) Export Controls: You can't use the Services in or for the benefit of embargoed countries or anyone on U.S. Treasury Department’s list of Specially Designated Nationals or any other restricted party lists.

(j) Equitable Remedies: If you break these Terms, it could cause serious harm to Promptify, and we can seek legal remedies against you.

(k) Entire Agreement: These Terms and any policies incorporated in them contain the entire agreement between you and Promptify for using the Services and replace all previous agreements, communications, or understandings.

(l) Jurisdiction and Choice of Law: These Terms are governed by Wyoming law. Except as provided in the "Dispute Resolution" section, all claims related to these Terms will be brought exclusively in the federal or state courts of Sheridan County, Wyoming, USA.

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