Terms of Service

Table of contents

1. Acceptance of terms
2. Eligibility
3. Service description
4. Accounts and workspaces
5. Bring-your-own-key (BYOK)
6. Customer Content and no-training commitment
7. Our intellectual property
8. Plans, fees, taxes, and refunds
9. Acceptable use
10. User representations and warranties
11. Suspension and termination
12. Platform administrator access
13. Third-party services
14. AI output disclaimer
15. Privacy and data processing
16. Disclaimer of warranties
17. Limitation of liability
18. Indemnification
19. Dispute resolution, governing law, and arbitration
20. Changes to these terms
21. General provisions
22. Contact

1. Acceptance of terms

You accept these Terms by creating an account, by clicking an "I agree" checkbox during signup or policy re-acceptance, or by accessing or using the Service. If you are accepting on behalf of a company, organization, school, or other legal entity, you represent that you have the authority to bind that entity, and "you" refers to that entity throughout these Terms.

2. Eligibility

You must be at least 16 years old (or the age of digital consent in your jurisdiction, if higher) to use the Service. If you are using the Service on behalf of an organization, you must have authority to bind it. The Service is not offered, and you may not create an account, in any jurisdiction where use of the Service would be unlawful, require a local license or data residency that we do not provide, or violate applicable export controls or sanctions (including, at present, where required by US Department of the Treasury Office of Foreign Assets Control restrictions).

3. Service description

PromptAssay is a prompt engineering and evaluation workbench. It lets you author, version, organize, and test prompts for use with large language models from third-party providers ("Upstream Providers") such as Anthropic, OpenAI, and Google. Features include a prompt editor, version history, fragment library, test suites, evaluation runs, an AI-assisted critique/improve workflow, a playground, a public REST API, and team collaboration.

PromptAssay is not a general-purpose data processing platform. It is not designed to process personal data, protected health information, payment card data, or other sensitive or regulated data categories. See Section 9 and the Acceptable Use Policy.

4. Accounts and workspaces

You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You must notify us promptly at security@promptassay.ai [PLACEHOLDER: confirm security alias] if you suspect unauthorized access. One individual account per natural person; do not share accounts.

A workspace (also referred to as an organization) is a container for prompts, members, BYOK keys, and billing. The workspace owner controls billing and member access. Members may have roles of owner, admin, or member, with corresponding permissions.

5. Bring-your-own-key (BYOK)

The Service operates on a bring-your-own-key model. To use AI features, you must configure one or more Upstream Provider API keys that you obtained directly from that provider under a contract you hold with that provider. You represent and warrant that you are authorized to use each key you configure and that your use of the Service in combination with that key complies with the Upstream Provider's own terms.

When you run an AI feature, our servers use your configured key to call the Upstream Provider on your behalf. All charges the Upstream Provider bills against your key are your responsibility. PromptAssay is not a party to your contract with the Upstream Provider and does not reimburse charges, disputed usage, or overage fees assessed by them.

Your BYOK keys are encrypted at rest using authenticated encryption bound to your workspace, organization, provider, label, and key version. Details of key handling are in our Privacy Policy and Data Processing Addendum.

6. Customer Content and no-training commitment

"Customer Content" means the prompts, prompt versions, fragments, folders, tags, test cases, test suites, evaluation results, annotations, notes, API payloads, and any other material you submit to the Service. As between you and us, you own your Customer Content. You grant us a worldwide, non-exclusive, royalty-free license to host, store, copy, display, transmit, and otherwise process Customer Content, and to sub-license these rights to our sub-processors, solely to provide, secure, and support the Service for you and your workspace members. This license terminates when you delete the Customer Content or your account, subject to the retention periods described in our Privacy Policy.

No training on Customer Content. PromptAssay will not use Customer Content to train, fine-tune, evaluate, or otherwise develop or improve any machine learning model, ours or any third party's. This commitment is contractual, not merely a stated practice. We will not aggregate Customer Content into datasets for model training, and we will not share Customer Content with any third party for that purpose.

Upstream Provider outputs. You are solely responsible for your use of any output generated by an Upstream Provider in response to your prompts. Upstream Providers typically do not claim ownership of the output of paid-tier API calls, but their terms govern the exact allocation of rights and may change. As between you and us, we do not claim ownership of Upstream Provider outputs, and we do not warrant their accuracy, completeness, originality, non-infringement, or fitness for any purpose (see Sections 14 and 16).

Aggregated and de-identified data. We may generate aggregated and de-identified statistics about usage of the Service (such as total prompt counts, total AI calls, error rates, or performance benchmarks) that do not identify you and cannot reasonably be used to identify you. We may use such aggregated and de-identified data for any lawful purpose, including product improvement, capacity planning, and published metrics.

7. Our intellectual property

The Service, including the website, software, design, logos, and documentation, is owned by PromptAssay or its licensors and is protected by copyright, trademark, and other intellectual property laws. We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service in accordance with these Terms. You may not copy, modify, distribute, sell, reverse engineer, decompile, or create derivative works of the Service, except as expressly permitted by law notwithstanding this restriction.

If you submit suggestions, feature requests, or other feedback, you grant us a worldwide, royalty-free, perpetual, irrevocable license to use it without restriction or attribution.

8. Plans, fees, taxes, and refunds

Plans. Current plans are Free, Solo, Team, and Enterprise, with the features and limits described at /pricing. BYOK is required on every plan. Upstream Provider charges are separate from PromptAssay subscription fees and are paid directly to the Upstream Provider under the key you configured.

Billing. Paid plans are billed in advance on a monthly or annual basis through Stripe. By providing payment information, you authorize us and Stripe to charge the applicable fees on each renewal until you cancel. You are responsible for keeping your payment method current.

Price changes. We may adjust prices with at least 30 days' advance notice. Existing paid subscribers are grandfathered into their current price until their next renewal or plan change.

Cancellation. You may cancel at any time from the Billing page. Cancellation stops future renewals; you retain access through the end of the current paid period.

Refunds. Fees are non-refundable except (a) where required by applicable law, (b) as a good-faith credit at our sole discretion, or (c) within 14 days of an initial paid subscription if you have not used any paid features, in which case you may request a full refund by emailing billing@promptassay.ai [PLACEHOLDER: confirm billing alias]. Annual plans are not refunded pro-rata on mid-term cancellation unless required by law.

Taxes. Fees are exclusive of taxes. You are responsible for all sales, use, value-added, goods-and-services, or similar taxes imposed on the fees, except for taxes based on our net income.

Non-payment. If a charge fails, we may suspend paid-plan features until the charge is resolved and, after reasonable notice and grace period, downgrade or terminate the subscription.

9. Acceptable use

Your use of the Service is governed by our Acceptable Use Policy, which is the canonical and authoritative source for prohibited uses and prohibited data categories and is incorporated into these Terms. A non-exhaustive summary follows. In all cases, the full AUP controls.

• No personal or sensitive data in prompts. You will not input personal data, personally identifiable information, protected health information, payment card data, credentials, government-issued identifiers, biometric data, or similarly sensitive or regulated data into prompts, test cases, fragments, annotations, or any other field in the Service.
• No illegal use. You will not use the Service for any unlawful activity or for content that is unlawful in your jurisdiction or in ours.
• No harmful, abusive, or deceptive content. You will not use the Service to generate child sexual abuse material, credible threats of violence, targeted harassment, malware, phishing content, fraudulent material, content designed to deceive in high-stakes contexts (medical, legal, financial advice passed off as professional advice), or content designed to disrupt critical infrastructure.
• No IP infringement. You will not upload content that infringes another person's copyright, trademark, trade secret, or other rights.
• No jailbreaking or safety circumvention. You will not use the Service to develop or test prompts whose purpose is to circumvent, disable, or undermine the safety systems of any Upstream Provider's model.
• Comply with Upstream Provider terms. Your use of the Service in combination with any BYOK key must comply with the Upstream Provider's own terms of service and usage policies.
• No abuse of the Service itself. No reverse engineering, scraping at scale, unauthorized automated access, credential stuffing, denial-of-service, probing, or circumventing rate limits or tier enforcement.
• No competing product development. You will not use the Service, its documentation, or any access derived from your subscription to build, train, or benchmark a directly competing product.

We reserve the right to suspend, restrict, or terminate accounts for violations, with or without notice where the violation is ongoing, severe, or legally mandated.

10. User representations and warranties

You represent and warrant that:

• You meet the eligibility requirements in Section 2.
• You have the legal right to use any content you submit to the Service and to grant the license in Section 6, and your submissions do not infringe or misappropriate any third party's rights.
• You will not input personal data or sensitive or regulated data into the Service, as described in Section 9 and the Acceptable Use Policy.
• Your use of the Service complies with all applicable laws, including privacy, export, and sanctions laws.
• You have the authority to bind any entity on whose behalf you access the Service.
• You are not on any US-government list of prohibited or restricted parties, and you are not located in a country subject to comprehensive US embargo.

11. Suspension and termination

By you. You may stop using the Service at any time and may delete your account from Account settings → Danger zone.

By us. We may suspend or terminate your access, in whole or in part, with or without notice, if (a) you materially breach these Terms or the Acceptable Use Policy, (b) you fail to pay fees, (c) we are required to do so by law or legal process, (d) there is a credible risk to the Service, its users, or a third party, or (e) you have not logged in to a free account for an extended period. We will try to give advance notice where practicable and consistent with the preceding reasons.

Effect of termination. On termination, your right to access the Service ends. Your Customer Content is retained for up to 30 days so that you can reactivate or export, after which it is permanently deleted in accordance with our Privacy Policy, except where longer retention is required by law or necessary to resolve a dispute or enforce this agreement. Sections that by their nature should survive (ownership, disclaimer, liability cap, indemnification, dispute resolution, general provisions) survive termination.

12. Platform administrator access

For customer support, incident response, and investigation of suspected AUP violations, authorized PromptAssay platform administrators may access workspaces via an impersonation mechanism. Every such access is logged. Impersonation is disabled for billing actions, account deletion, and BYOK key management. Administrators cannot decrypt or use customer BYOK provider keys, and all AI feature calls are blocked during impersonation sessions. See the Privacy Policy Section 17 for technical details.

13. Third-party services

The Service depends on third-party services (Upstream Providers, payment processor, hosting, email delivery, and others listed in our Privacy Policy). Those services are governed by their own terms and privacy policies. We do not warrant their performance, availability, or treatment of your data, and we are not responsible for their acts or omissions. Any dispute you have with a third-party provider must be addressed directly with that provider.

14. AI output disclaimer

The Service includes features that use large language models from Upstream Providers to produce text, suggestions, critiques, and evaluation results. Large language models are non-deterministic and can produce output that is inaccurate, misleading, biased, out of date, fabricated ("hallucinated"), offensive, infringing, or otherwise unsuitable. Output should not be relied upon without independent human review, and nothing produced by the Service constitutes professional advice of any kind, including legal, medical, financial, tax, or engineering advice. You are responsible for evaluating the suitability, accuracy, and lawfulness of any output before relying on it, sharing it, publishing it, or using it in a production system.

We do not guarantee that repeated runs of the same prompt will produce identical or even similar output, and we do not guarantee that a prompt that performs well in the workbench will perform equivalently when deployed elsewhere.

15. Privacy and data processing

Our handling of information is described in our Privacy Policy. If you are a business customer subject to the GDPR or similar laws, the Data Processing Addendum governs our processing of personal data on your behalf and is incorporated into these Terms.

16. Disclaimer of warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. PROMPTASSAY AND ITS LICENSORS AND SUPPLIERS SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, TIMELY, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT ANY OUTPUT GENERATED BY AN UPSTREAM PROVIDER WILL BE ACCURATE, RELIABLE, OR FIT FOR YOUR PURPOSE. SOME JURISDICTIONS DO NOT ALLOW CERTAIN WARRANTY DISCLAIMERS, AND THE DISCLAIMERS ABOVE APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY LAW.

17. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL PROMPTASSAY OR ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, LICENSORS, OR SUPPLIERS BE LIABLE FOR (A) ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, (B) ANY LOSS OF PROFITS, REVENUE, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, (C) ANY DAMAGES ARISING FROM UPSTREAM PROVIDER OUTPUT, (D) ANY LIABILITY FOR BYOK CHARGES INCURRED BY YOU WITH AN UPSTREAM PROVIDER, OR (E) ANY DAMAGES RELATED TO UNAUTHORIZED ACCESS OR ALTERATION OF YOUR CONTENT OR TRANSMISSIONS, IN EACH CASE WHETHER BASED ON WARRANTY, CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) ONE HUNDRED US DOLLARS ($100) OR (B) THE TOTAL FEES YOU PAID TO US FOR THE SERVICE IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU. IN THOSE JURISDICTIONS, OUR LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.

18. Indemnification

By you. You will defend, indemnify, and hold harmless PromptAssay and its affiliates, directors, officers, employees, and agents from and against any claims, damages, liabilities, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to (a) your Customer Content, (b) your use of the Service or any output you generate using the Service, (c) your violation of these Terms, the Acceptable Use Policy, or applicable law, (d) your violation of any third-party right, including intellectual property, publicity, or privacy rights, or (e) any dispute between you and an Upstream Provider, a workspace member, or a third party.

By us. We will defend you against any third-party claim that your authorized use of the unmodified Service in accordance with these Terms directly infringes a valid US patent, registered copyright, or trademark, and will pay damages and costs finally awarded by a court of competent jurisdiction or agreed by us in settlement. Our obligations under this paragraph do not apply to claims arising from (i) Customer Content, (ii) your combination of the Service with software, hardware, or services not provided by us, (iii) modifications to the Service not made by us, (iv) your continued use of an allegedly infringing version after we provided a non-infringing version, or (v) Upstream Provider outputs. This paragraph states our sole liability and your exclusive remedy for third-party IP infringement claims against the Service.

The indemnified party must promptly notify the indemnifying party of the claim, permit the indemnifying party to control the defense and settlement (provided no settlement admits fault or imposes obligation on the indemnified party without its written consent), and reasonably cooperate in the defense.

19. Dispute resolution, governing law, and arbitration

Governing law. These Terms and any dispute arising out of or relating to them or the Service are governed by the laws of [PLACEHOLDER: state of incorporation / state of principal place of business], United States, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Informal resolution first. Before filing a claim, you agree to try to resolve the dispute informally by sending a written notice of dispute to legal@promptassay.ai [PLACEHOLDER: confirm legal alias] describing the nature of the claim and the relief sought. We will attempt in good faith to resolve the dispute within 30 days of receipt.

Binding arbitration. If the dispute is not resolved informally, any claim arising out of or relating to these Terms or the Service will be resolved by binding individual arbitration administered by JAMS under its Streamlined Arbitration Rules, except as modified here. The seat of arbitration will be [PLACEHOLDER: city, state]. The arbitrator may award any relief a court of competent jurisdiction could award, except as limited by Section 17. Judgment on the award may be entered in any court of competent jurisdiction. Each party pays its own attorneys' fees and costs, except as otherwise provided by law or the arbitrator's award.

Class-action waiver. YOU AND PROMPTASSAY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. UNLESS BOTH YOU AND PROMPTASSAY AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.

Carve-outs. Nothing in this Section prevents either party from (a) seeking injunctive or other equitable relief in a court of competent jurisdiction to prevent actual or threatened infringement of intellectual property rights or (b) bringing an individual claim in a small-claims court of competent jurisdiction.

Opt-out. You may opt out of this arbitration agreement by sending a written opt-out notice to legal@promptassay.ai within 30 days of first accepting these Terms. Your opt-out will not affect any other provision of these Terms.

20. Changes to these terms

We may update these Terms from time to time. When we do, we update the "Last updated" date at the top. For material changes (changes that materially affect your rights or obligations), we will provide at least 30 days' advance notice via email to the primary account email and via in-app notice, and will require in-app re-acceptance before you can continue using the Service after the effective date. Non-material changes take effect when posted. Your continued use of the Service after an update constitutes acceptance.

21. General provisions

• Entire agreement. These Terms, together with the Privacy Policy, Acceptable Use Policy, Cookie Policy, and (if applicable) the Data Processing Addendum, constitute the entire agreement between you and us regarding the Service, and supersede all prior or contemporaneous communications and proposals.
• Severability. If any provision is held unenforceable, the remaining provisions remain in full force and effect, and the unenforceable provision will be modified only to the minimum extent necessary to make it enforceable.
• No waiver. Our failure to enforce any provision is not a waiver of our right to do so later.
• Assignment. You may not assign these Terms or your account without our prior written consent. We may assign these Terms in connection with a merger, acquisition, reorganization, or sale of assets, or by operation of law.
• No third-party beneficiaries. These Terms do not confer any rights on any third parties.
• Force majeure. Neither party is liable for any delay or failure to perform caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, labor disputes, natural disasters, cyber attacks, pandemics, and failures of third-party service providers.
• Notices. We may provide notices to you by email to the address associated with your account, by in-app message, or by posting on the Service. You may provide notices to us at legal@promptassay.ai.
• US government users. The Service is "commercial computer software" and "commercial computer software documentation" and is licensed to US government users with only those rights set forth in these Terms.
• Export controls. You will comply with all US and other export and re-export restrictions applicable to the Service.
• Relationship of the parties. You and PromptAssay are independent contractors. These Terms do not create any agency, partnership, joint venture, or employment relationship.
• Language. These Terms are drafted in English. Any translation is provided for convenience; the English version controls.

22. Contact

[PLACEHOLDER: legal entity name]
[PLACEHOLDER: mailing address]
Legal: legal@promptassay.ai [PLACEHOLDER: confirm legal alias]
Privacy: privacy@promptassay.ai
Security: security@promptassay.ai [PLACEHOLDER: confirm security alias]

See also: Privacy Policy · Acceptable Use Policy · Cookie Policy · Data Processing Addendum.