(a) Welcome to www.promptclient.com (the 'Website'). The Website allows you to access and use the PromptClient Free / Premium Licensed Software (the 'Services').
(b) The Website is operated by Interopcode Pty Ltd, ACN/ABN 41 664 755 275 . Access to and use of the Website, or any of its associated Products or Services, is provided by Interopcode Pty Ltd. Please read these terms and conditions (the 'Terms') carefully. By using, browsing and/or reading the Website, this signifies that you have read, understood and agree to be bound by the Terms. If you do not agree with the Terms, you must cease usage of the Website, or any of Services, immediately.
(c) Interopcode Pty Ltd reserves the right to review and change any of the Terms by updating this page at its sole discretion. When Interopcode Pty Ltd updates the Terms, it will use reasonable endeavours to provide you with notice of updates to the Terms. Any changes to the Terms take immediate effect from the date of their publication. Before you continue, we recommend you keep a copy of the Terms for your records.
You accept the Terms by remaining on the Website. Where the option is available in the user interface, you may also accept the Terms by clicking to accept or agree to the Terms.
(a) PromptClient Free / Premium Licensed Software is desktop AI prompting software for Microsoft Windows 10 and above.
(b) Free or Premium License accounts are currently offered. You acknowledge and agree that the accounts offered, as well as the account features may change from time to time, and may be governed by separate terms which apply specific to the account. Where special account-specific terms apply, you will be informed, and must accept those terms before you are given such an account. For the avoidance of doubt these Terms apply unless otherwise agreed or amended by account-specific terms.
(c) Some accounts may be governed by a separate Software Licensing Agreement with Interopcode Pty Ltd, which may amend the terms of use. For the avoidance of doubt these Terms apply unless otherwise agreed or amended by the terms of an applicable Software Licensing Agreement.
(a) PromptClient Free / Premium Licensed Software, its related features, and website must only be used lawfully. Interopcode Pty Ltd reserves the right to suspend, cancel, or otherwise deny access to users and accounts who use the service:
Interopcode Pty Ltd takes your privacy seriously and information provided through your use of the Website and/or Services are subject to Interopcode Pty Ltd’s Privacy Policy, which is available on the Website. The Privacy Policy also addresses Interopcode Pty Ltd’s processes, policies, and obligations in respect of PromptClient Free / Premium Licensed Software security breaches.
Interopcode Pty Ltd collects, stores, and processes your data on PromptClient Free / Premium Licensed Software. The data is used to provide Services to you, as well as to facilitate Interopcode Pty Ltd’s business operations. The Privacy Policy outlined how your data is collected, stored, and processed by Interopcode Pty Ltd. The Privacy Policy also addresses Interopcode Pty Ltd's processes, policies, and obligations in respect of data encryption and removal requests.
(a) In order to access the Services, you must first purchase a subscription through the Website (the 'Subscription') and pay the applicable fee for the selected Subscription (the 'Subscription Fee'). After purchasing a Subscription, you will be considered a member (‘Member’).
(b) In purchasing the Subscription, you acknowledge and agree that it is your responsibility to ensure that the Subscription you elect to purchase is suitable for your use.
(c) Before, during or after you have purchased the Subscription, you will then be required to register for an account through the Website before you can access the Services (the ' Account').
(d) As part of the registration process, or as part of your continued use of the Services, you may be required to provide personal information about yourself (such as identification or contact details), including but not limited to name, phone or email address.
(e) You warrant that any information you give to Interopcode Pty Ltd in the course of completing the registration process will always be accurate, correct and up to date.
(f) Once you have completed the registration process, you will be a registered user of the Website and agree to be bound by the Terms ("User"). As a Member you will be granted immediate access to the Services from the time you have completed the registration process until the subscription period expires (the 'Subscription Period').
(g) You may not use the Services and may not accept the Terms if:
(a) Subject to the terms of any applicable Software License Agreement, the Subscription Fee may be paid by all payment methods available on the Website, and may change from time to time.
(b) Payments made in the course of your use of PromptClient Free / Premium Licensed Software may be made using third-party applications and services not owned, operated, or otherwise controlled by Interopcode Pty Ltd. You acknowledge and agree that Interopcode Pty Ltd will not be liable for any losses or damage arising from the operations of third-party payment applications and services. You further acknowledge and warrant that you have read, understood and agree to be bound by the terms and conditions of the applicable third-party payment applications and services you choose to use as a payment method for PromptClient Free / Premium Licensed Software services.
(c) You acknowledge and agree that where a request for the payment of the Subscription Fee is returned or denied, for whatever reason, by your financial institution or is unpaid by you for any other reason, then you are liable for any costs, including banking fees and charges, associated with the Subscription Fee.
(d) You agree and acknowledge that Interopcode Pty Ltd can vary the Subscription Fee at any time and that the varied Subscription Fee will come into effect following the conclusion of the existing Subscription.
Interopcode Pty Ltd will only provide you with a refund of the Subscription Fee in the event they are unable to continue to provide the Services or if the manager of Interopcode Pty Ltd makes a decision, at its absolute discretion, that it is reasonable to do so under the circumstances. Where this occurs, the refund will be in the proportional amount of the Subscription Fee that remains unused by the Member (the 'Refund').
(a) The Website, the Services and all of the related products of Interopcode Pty Ltd are subject to copyright. The material on the Website is protected by copyright under the laws of Australia and through international treaties. Unless otherwise indicated, all rights (including copyright) in the Services and compilation of the Website (including but not limited to text, graphics, logos, button icons, video images, audio clips, Website code, scripts, design elements and interactive features) or the Services are owned or controlled for these purposes, and are reserved by Interopcode Pty Ltd or its contributors.
(b) All trademarks, service marks and trade names are owned, registered and/or licensed by Interopcode Pty Ltd, who grants to you a worldwide, non-exclusive, royalty-free, revocable license whilst you are a User to:
(c) Interopcode Pty Ltd does not grant you any other rights whatsoever in relation to the Website or the Services. All other rights are expressly reserved by Interopcode Pty Ltd.
(d) Interopcode Pty Ltd retains all rights, title and interest in and to the Website and all related Services. Nothing you do on or in relation to the Website will transfer any:
(e) You may not, without the prior written permission of Interopcode Pty Ltd and the permission of any other relevant rights owners: broadcast, republish, up-load to a third party, transmit, post, distribute, show or play in public, adapt or change in any way the Services or third party Services for any purpose, unless otherwise provided by these Terms. This prohibition does not extend to materials on the Website, which are freely available for re-use or are in the public domain.
(a) Nothing in the Terms limits or excludes any guarantees, warranties, representations or conditions implied or imposed by law, including the Australian Consumer Law (or any liability under them) which by law may not be limited or excluded.
(b) Subject to this clause, and to the extent permitted by law:
(c) Use of the Website and the Services is at your own risk. Everything on the Website and the Services is provided to you "as is" and "as available" without warranty or condition of any kind. None of the affiliates, directors, officers, employees, agents, contributors and licensors of Interopcode Pty Ltd make any express or implied representation or warranty about the Services or any products or Services (including the products or Services of Interopcode Pty Ltd) referred to on the Website. This includes (but is not restricted to) loss or damage you might suffer as a result of any of the following:
(a) Interopcode Pty Ltd's total liability arising out of or in connection with the Services or these Terms, however arising, including under contract, tort (including negligence), in equity, under statute or otherwise, will not exceed the resupply of the Services to you.
(b) You expressly understand and agree that Interopcode Pty Ltd, its affiliates, employees, agents, contributors and licensors shall not be liable to you for any direct, indirect, incidental, special consequential or exemplary damages which may be incurred by you, however caused and under any theory of liability. This shall include, but is not limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation and any other intangible loss.
(a) The Terms will continue to apply until terminated by either you or by Interopcode Pty Ltd as set out below.
(b) If you want to terminate the Terms, you may do so by:
(c) Any notices pursuant to Clause 13.2 above should be sent, in writing, to Interopcode Pty Ltd via the 'Contact Us' link on our homepage.
(d) Interopcode Pty Ltd may at any time, terminate the Terms with you if:
(e) Subject to local applicable laws, Interopcode Pty Ltd reserves the right to discontinue or cancel your Subscription or Account at any time and may suspend or deny, in its sole discretion, your access to all or any portion of the Website or the Services without notice if you breach any provision of the Terms or any applicable law or if your conduct impacts Interopcode Pty Ltd's name or reputation or violates the rights of those of another party.
You agree to indemnify Interopcode Pty Ltd, its affiliates, employees, agents, contributors, third party content providers and licensors from and against:
(a) all actions, suits, claims, demands, liabilities, costs, expenses, loss and damage (including legal fees on a full indemnity basis) incurred, suffered or arising out of or in connection with your content;
(b) any direct or indirect consequences of you accessing, using or transacting on the Website or attempts to do so; and/or
(c) any breach of the Terms.
If a dispute arises out of or relates to the Terms, either party may not commence any Tribunal or Court proceedings in relation to the dispute, unless the following clauses have been complied with (except where urgent interlocutory relief is sought).
A party to the Terms claiming a dispute ('Dispute') has arisen under the Terms, must give written notice to the other party detailing the nature of the dispute, the desired outcome and the action required to settle the Dispute.
On receipt of that notice ('Notice') by that other party, the parties to the Terms ('Parties') must:
All communications concerning negotiations made by the Parties arising out of and in connection with this dispute resolution clause are confidential and to the extent possible, must be treated as "without prejudice" negotiations for the purpose of applicable laws of evidence.
If 28 have elapsed after the start of a mediation of the Dispute and the Dispute has not been resolved, either party may ask the mediator to terminate the mediation and the mediator must do so.
The Services offered by Interopcode Pty Ltd is intended to be viewed by residents of Australia. In the event of any dispute arising out of or in relation to the Website, you agree that the exclusive venue for resolving any dispute shall be in the courts of Victoria.
The Terms are governed by the laws of New South Wales. Any dispute, controversy, proceeding or claim of whatever nature arising out of or in any way relating to the Terms and the rights created hereby shall be governed, interpreted and construed by, under and pursuant to the laws of New South Wales, Australia without reference to conflict of law principles, notwithstanding mandatory rules. The validity of this governing law clause is not contested. The Terms shall be binding to the benefit of the parties hereto and their successors and assigns.
Both parties confirm and declare that the provisions of the Terms are fair and reasonable and both parties having taken the opportunity to obtain independent legal advice and declare the Terms are not against public policy on the grounds of inequality or bargaining power or general grounds of restraint of trade.
If any part of these Terms is found to be void or unenforceable by a Court of competent jurisdiction, that part shall be severed and the rest of the Terms shall remain in force.
