1. Introduction

The following terms and conditions ("Terms") govern all use of the ProPrompt website and all content, services, and products available at or through the website, including, but not limited to, ProPrompt’s prompt engineering services (taken together, the "Website"). The Website is owned and operated by ProPrompt ("ProPrompt", "we", "us"). The Website is offered subject to your acceptance without modification of all of the terms and conditions contained herein and all other operating rules, policies (including, without limitation, ProPrompt's Privacy Statement) and procedures that may be published from time to time by ProPrompt (collectively, the "Agreement").

Please read this Agreement carefully before accessing or using the Website. By accessing or using any part of the web site, you agree to become bound by the terms and conditions of this agreement. If you do not agree to all the terms and conditions of this agreement, then you may not access the website or use any services. If these terms and conditions are considered an offer by ProPrompt, acceptance is expressly limited to these terms.

2. Your ProPrompt Account

If you create an account on the Website, you are responsible for maintaining the security of your account and you are fully responsible for all activities that occur under the account. You must immediately notify ProPrompt of any unauthorized uses of your account or any other breaches of security. ProPrompt will not be liable for any acts or omissions by you, including any damages of any kind incurred as a result of such acts or omissions.

3. Responsibility of Contributors

If you operate an account, comment on a website, post material to the Website, post links on the Website, or otherwise make (or allow any third party to make) material available by means of the Website (any such material, "Content"), you are entirely responsible for the content of, and any harm resulting from, that Content. That is the case regardless of whether the Content in question constitutes text, graphics, an audio file, or computer software. By making Content available, you represent and warrant that:

the downloading, copying and use of the Content will not infringe the proprietary rights, including but not limited to the intellectual property rights, of any third party;

if your employer has rights to intellectual property you create, you have either (i) received permission from your employer to post or make available the Content, including but not limited to any software, or (ii) secured from your employer a waiver as to all rights in or to the Content;

you have fully complied with any third-party licenses relating to the Content, and have done all things necessary to successfully pass through to end users any required terms;

the Content does not contain or install any viruses, worms, malware, Trojan horses or other harmful or destructive content;

the Content is not spam, is not machine- or randomly-generated, and does not contain unethical or unwanted commercial content designed to drive traffic to third party sites or boost the search engine rankings of third party sites, or to further unlawful acts (such as phishing) or mislead recipients as to the source of the material (such as spoofing);

the Content is not obscene, libelous, hateful or racially or ethnically objectionable, and does not violate the privacy or publicity rights of any third party.

4. Payment and Renewal

General Terms:

By selecting a product or service, you agree to pay ProPrompt the one-time and/or monthly or annual subscription fees indicated (additional payment terms may be included in other communications). Subscription payments will be charged on a pre-pay basis on the day you sign up for an upgrade and will cover the use of that service for a monthly or annual subscription period as indicated. Payments are not refundable.

Automatic Renewal:

Unless you notify ProPrompt before the end of the applicable subscription period that you want to cancel a subscription, your subscription will automatically renew and you authorize us to collect the then-applicable annual or monthly subscription fee for such subscription (as well as any taxes) using any credit card or other payment mechanism we have on record for you. Upgrades can be canceled at any time by submitting your request to ProPrompt in writing.

5. Intellectual Property

This Agreement does not transfer from ProPrompt to you any ProPrompt or third party intellectual property, and all right, title, and interest in and to such property will remain (as between the parties) solely with ProPrompt. ProPrompt, the ProPrompt logo, and all other trademarks, service marks, graphics and logos used in connection with ProPrompt, or the Website are trademarks or registered trademarks of ProPrompt or ProPrompt’s licensors. Other trademarks, service marks, graphics and logos used in connection with the Website may be the trademarks of other third parties. Your use of the Website grants you no right or license to reproduce or otherwise use any ProPrompt or third-party trademarks.

6. Changes

ProPrompt reserves the right, at its sole discretion, to modify or replace any part of this Agreement. It is your responsibility to check this Agreement periodically for changes. Your continued use of or access to the Website following the posting of any changes to this Agreement constitutes acceptance of those changes. ProPrompt may also, in the future, offer new services and/or features through the Website (including, the release of new tools and resources). Such new features and/or services shall be subject to the terms and conditions of this Agreement.

7. Termination

ProPrompt may terminate your access to all or any part of the Website at any time, with or without cause, with or without notice, effective immediately. If you wish to terminate this Agreement or your ProPrompt account (if you have one), you may simply discontinue using the Website. Notwithstanding the foregoing, if you have a paid services account, such account can only be terminated by ProPrompt if you materially breach this Agreement and fail to cure such breach within thirty (30) days from ProPrompt's notice to you thereof; provided that, ProPrompt can terminate the Website immediately as part of a general shut down of our service. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

8. Disclaimer of Warranties

The Website is provided "as is". ProPrompt and its suppliers and licensors hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Neither ProPrompt nor its suppliers and licensors, makes any warranty that the Website will be error free or that access thereto will be continuous or uninterrupted. You understand that you download from, or otherwise obtain content or services through, the Website at your own discretion and risk.

9. Limitation of Liability

In no event will ProPrompt, or its suppliers or licensors, be liable with respect to any subject matter of this agreement under any contract, negligence, strict liability or other legal or equitable theory for: (i) any special, incidental or consequential damages; (ii) the cost of procurement for substitute products or services; (iii) for interruption of use or loss or corruption of data; or (iv) for any amounts that exceed the fees paid by you to ProPrompt under this agreement during the twelve (12) month period prior to the cause of action. ProPrompt shall have no liability for any failure or delay due to matters beyond their reasonable control.

10. General Representation and Warranty

You represent and warrant that (i) your use of the Website will be in strict accordance with the ProPrompt Privacy Policy, with this Agreement and with all applicable laws and regulations (including without limitation any local laws or regulations in your country, state, city, or other governmental area, regarding online conduct and acceptable content, and including all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside) and (ii) your use of the Website will not infringe or misappropriate the intellectual property rights of any third party.

11. Indemnification

You agree to indemnify and hold harmless ProPrompt, its contractors, and its licensors, and their respective directors, officers, employees, and agents from and against any and all claims and expenses, including attorneys' fees, arising out of your use of the Website, including but not limited to your violation of this Agreement.

12. Miscellaneous

This Agreement constitutes the entire agreement between ProPrompt and you concerning the subject matter hereof, and they may only be modified by a written amendment signed by an authorized executive of ProPrompt, or by the posting by ProPrompt of a revised version. Except to the extent applicable law, if any, provides otherwise, this Agreement, any access to or use of the Website will be governed by the laws of the state of [state/country of incorporation], excluding its conflict of law provisions, and the proper venue for any disputes arising out of or relating to any of the same will be the state and federal courts located in Austrlia, QLD.

Last Updated: 21/04/2024

These Terms and Conditions have been prepared with meticulous care and attention to detail, reflecting our commitment to providing transparent, fair, and lawful services while maintaining a professional relationship with all users of ProPrompt.