Terms & Conditions

1. Overview

We, Fourday AI Pty Ltd (ACN 678 770 799) (we, us, our, Prompt Cowboy), a company registered in Australia, own and operate www.promptcowboy.com and www.promptcowboy.ai (together, Platform). Please read these terms and conditions (Terms) carefully as they form a contract between you and us. By using the Platform, you agree with and accept these Terms.

These Terms, our Privacy Policy and all policies and guidelines related to the Platform form the entire agreement between you and us (together, Agreement). If you do not accept any terms of the Agreement, you must cease to use the Platform immediately.

We reserve the right to amend the Terms at any time, and by continuing to use the Platform, you accept the Terms as they apply from time to time.

2. Our role

We are the developer and provider of the Platform and our role is limited to facilitating access to and use of the Platform, including by taking feedback and improving the Platform.

By accessing and using the Platform, you acknowledge and agree that:

• we are not acting as an agent in any capacity for any User; and
• we are not responsible for and have no control over the use of the Platform by other Users.

3. Registration and Access to Platform

To obtain access to our Platform, you must register for an account with us (Account) and accept these Terms and our Privacy Policy which forms a contractual relationship between you and us.

To register an Account, you must provide us with current, complete and accurate information (some of which is not mandatory) including, but not limited to, a valid email address and password, or authenticate via a supported sign-in provider (such as Google) (Registration Information).

If your Registration Information changes, you must promptly update your Account to reflect those changes. If the Registration Information that you provide us is inaccurate or becomes out of date, you may not be able to use all or any of the features of the Platform.

You are responsible for maintaining the confidentiality and integrity of your Account, password and for all use and activity carried out on your Account. If you believe that there has been unauthorized access to your Account, please contact us.

By accessing and using the Platform as a User, you represent and warrant that:

• you have the right, authority and capacity to agree to and abide by the Terms;
• we have no control over the conduct of our Users and your interactions with other Users (whether in person or online);
• the Platform is not intended for use by anyone under the age of 16. By registering an Account or using the Platform, you represent and warrant that you are at least 16 years of age. If we become aware that a user is under 16, we reserve the right to immediately terminate their Account and delete all associated data in accordance with our Privacy Policy;
• we are not obliged to confirm the identity of Users;
• you are responsible for maintaining the confidentiality of your Registration Information at all times;
• you will not create excessive or unnecessary accounts on the Platform;
• your access to and use of the Platform is non-transferable;
• we reserve the right to deny anyone access to an Account or the Platform at any time and for any reason without notice;
• if you are registering an Account or using the Platform on behalf of a company, that company is taken to have accepted the Terms and you are taken to have been duly authorized to bind the company; and
• you will use the Platform in a manner consistent with any and all applicable laws, regulations and all Prompt Cowboy policies as published on the Platform from time to time.

By registering for an Account, you agree that we may from time-to-time send you text messages, push notifications and emails as part of the normal business operation of your use of the Platform. You may opt-out of receiving these communications from us by contacting us and you acknowledge that opting out of receiving these communications may impact your use of our Platform.

4. Use of Platform

4.1 User Access to the Platform

By accessing the Platform as a User, you will:

• use the Platform for lawful purposes only;
• not commit any act or engage in any practice that:
  • is harmful to our systems, brand, reputation or goodwill; or
  • interferes with the integrity of the Platform, including, but not limited to, by hacking, transmitting any viruses, spyware, malware or any other code of a destructive or disruptive nature;
• not create Accounts with us through unauthorized means, including by using an automated device, script, bot or other similar means;
• not restrict, or attempt to restrict, another User from using the Platform;
• not encourage or facilitate violations of the Terms;
• not distribute or send communications that contain spam, chain letters, or pyramid schemes;
• not harvest or otherwise collect information about other Users, including Registration Information, without their consent;
• not bypass measures used to prevent or restrict access to our Platform;
• not interfere with the privacy of, harass, intimidate, act violently or inappropriately towards or be discriminatory against another User; and
• not infringe any intellectual property rights or any other contractual or proprietary rights of another User or third party.

4.2 Third-Party AI Provider Terms

The Platform utilises third-party artificial intelligence models and services ("AI Providers") to generate and process prompts.

By using the Platform, you acknowledge and agree that:

• (a) your use of the Platform is subject to the acceptable use policies, terms of service and usage policies of the relevant AI Providers, as updated from time to time by those providers;
• (b) you will not use the Platform in any manner that would cause us or you to breach the terms, acceptable use policies or usage policies of any AI Provider, including but not limited to attempting to extract model weights, reverse-engineer AI models, circumvent safety filters or content policies, or engage in prompt injection or jailbreaking;
• (c) we may restrict, suspend or terminate your access to the Platform immediately and without notice if we reasonably believe your use violates the terms of any AI Provider or puts our access to those services at risk;
• (d) AI Providers may modify their terms, capabilities, or availability at any time, and we are not liable for any changes, interruptions or limitations imposed by AI Providers; and
• (e) we do not warrant the accuracy, completeness, reliability or suitability of any AI-generated output, and you are solely responsible for reviewing and validating any output before relying on it.

5. User Content and AI-Generated Prompts

In these Terms:

• "User Content" means any input content you provide through the Platform, including text, descriptions, parameters, examples, documents or other data;
• "Generated Prompts" means AI-generated prompts created using the Platform.

We may review or remove User Content, Generated Prompts, or other material shared through the Platform where we reasonably believe it violates these Terms, applicable law, or the terms of our AI Providers referenced in clause 4.2.

We do not control the accuracy, quality or appropriateness of User Content or Generated Prompts.

You are solely responsible for:

• (a) all User Content you post, publish or otherwise transmit through the Platform;
• (b) all Generated Prompts you create, use, share or distribute;
• (c) any content, materials or information you obtain through accessing or using the Platform;
• (d) ensuring your use of Generated Prompts complies with all applicable laws, third-party rights, and the AI Provider terms referenced in clause 4.2.

You warrant and represent that:

• (a) you own or have the rights to any User Content you provide;
• (b) your User Content will not violate the rights of any third party;
• (c) your User Content and your use of Generated Prompts do not breach or violate, or cause us to breach or violate, any applicable law;
• (d) you will not create or use Generated Prompts that are designed to produce illegal, harmful, abusive, discriminatory, or otherwise prohibited content;
• (e) you will not use the Platform to infringe on any intellectual property rights, including by inputting copyrighted materials you do not have rights to use.

Ownership and Usage Rights:

• (a) You retain ownership of your User Content and Generated Prompts.
• (b) By using the Platform, you grant us a non-exclusive, worldwide, royalty-free licence to use, store, and process your User Content solely to provide the Platform services to you.
• (c) To provide, maintain and improve the Platform, we process your User Content and Generated Prompts as part of delivering our services to you. We also analyse anonymised, aggregated usage patterns across our user base to develop better tools and features.
• (d) We will never use your data to train large language models.
• (e) We will never sell or share your content with third parties, other than trusted service providers who process data solely on our behalf to operate the Platform as described in our Privacy Policy.
• (f) The views expressed in any User Content or Generated Prompts are the views of Users and not those of us. We are not responsible for and disclaim all liability in respect of any content expressed in any User Content or Generated Prompts.
• (g) If you have questions or concerns about how we handle your data, please contact us at privacy@promptcowboy.com.

We encourage you to report problems, offensive content, or malicious use of the Platform to support@promptcowboy.com.

6. Subscriptions

Users may select a suitable subscription plan via the website and the terms, period, features and cost of each subscription plan is displayed on the website and updated from time to time.

You may manage your subscription through your Account settings after purchase.

Unless otherwise expressly stated, all subscription fees are in United States Dollars (USD). Subscription Fees may be converted to your local currency at the time of payment.

We reserve the right to change the subscription fees at any time and we will provide Users with reasonable notice of any changes to the subscription fees before they become effective.

Except as otherwise provided in these Terms or required by law, subscription fees are non-refundable.

Subscriptions automatically renew unless the subscription is terminated or cancelled at least 24 hours before the end of the current subscription period.

7. Payment Terms

Fees payable by Users as Subscriptions purchased via our website: payments must be paid using payment processing services provided by Stripe Payments Australia Pty Ltd ACN 160 180 343 (Stripe) and are subject to the Stripe Connected Account Agreement, which includes the Stripe Services Agreement (collectively, the Stripe Terms of Service). By agreeing to these Terms or continuing to use the Platform, you agree to be bound by the Stripe Terms of Service as modified by Stripe from time to time.

We reserve the right to delay or cancel any payment for purposes of preventing unlawful activity, fraud, risk assessment, security or investigation.

We will take steps to rectify any payment processing errors that we become aware of. These steps may include crediting or debiting (as appropriate) the same payment method used for the original payment by you, so that you end up receiving or paying the correct amount.

8. Intellectual Property Rights

In these Terms, Intellectual Property Rights means all intellectual property rights, including all copyright, patents, trademarks, design rights, trade secrets, software, domain names, know-how and other rights of a similar nature worldwide, whether registered or not, and any applications for registration or rights to make such an application.

We own or are the licensee of all rights, title and interest (including Intellectual Property Rights) in the Platform or to the material (including all text information and content, graphics, logos, type forms and software) made available to you on the Platform (collectively, Platform Content). Your use of and access to the Platform does not grant or transfer any rights, title or interest to you in relation to the Platform Content.

You may access the Platform using a web browser or mobile device, and electronically copy and print hardcopies of the Platform Content solely for your personal, non-commercial use.

You must not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, commercially exploit, reverse engineer, create derivative works from, transfer, or sell any Platform Content or any other material in whatever form contained within the Platform unless expressly stated otherwise in these Terms.

9. Use of name and brand

If you are an organisation, you consent to us referencing that users from your organisation use the Platform on our website, app and marketing materials. This does not imply any endorsement, partnership or enterprise relationship between your organisation and Prompt Cowboy.

If you are an individual, we will not use your name or likeness in any marketing materials without your prior consent. We will always collect and use your personal information in accordance with our Privacy Policy.

10. Third Party Links

The Platform may contain links and other pointers to Internet websites or applications owned and operated by third parties. We do not control these linked websites and are not responsible for the contents of any linked website. Your access to any such website is entirely at your own risk. You should contact the relevant third-party directly to enquire as to the accuracy and completeness of that information prior to entering into a transaction in relation to the third-party products and services.

11. Disclaimer

To the fullest extent permitted by law, you agree and acknowledge that:

• the Platform is provided "as is" and "as available" and the entire risk arising out of your use of the Platform remains solely with you;
• we do not control, endorse and are not responsible for any User Content;
• we retain complete control over the Platform and may alter, amend or cease the operation of the Platform in our sole discretion;
• we make no warranty or representation that any result or objective can or will be achieved or attained by accessing the Platform;
• we make no warranty or representation that the Platform will be fit for purpose, continuous, uninterrupted, accurate, fault-free, virus-free, secure or accessible at all times;
• we are not liable to you or any third party if the Platform is down due to third-party actions, including but not limited to the maintenance services, internet service providers, third party servers, nefarious hacks or distributed denial of service attacks; and
• we may remove any content or User Content where we reasonably believe it violates these Terms, applicable law, or the terms of our AI Providers.

12. Exclusion and Limitation of Liability

To the fullest extent permitted by law, we are not liable to you or to anyone else for any direct or indirect loss or damage, including consequential loss, loss of data, reputation, goodwill and opportunity, arising out of or in connection with:

• your use or inability to use the Platform;
• any User Content;
• any interactions between Users;
• the conduct of other Users;
• any User breaching or failing to comply with any applicable laws;
• any User breaching or failing to comply with these Terms and any applicable terms and conditions; and
• unauthorized creation, access or use of your personal information, Account or your User Content,

even if we have been advised of the possibility of such loss.

To the fullest extent permitted by law, we exclude all representations, warranties or terms (whether express or implied) other than those set out in these Terms.

Pursuant to s64A of Schedule 2 of the Australian Consumer Law, this clause 12(c) applies in respect of services that are not of a kind ordinarily acquired for personal, domestic or household use or consumption. Our liability for breach of a guarantee conferred by the Australian Consumer Law (other than those conferred by s51 to s53 of the Australian Consumer Law) is limited at our option to:

• the re-supply of the services or products; or
• the payment of the direct cost of having the services or products resupplied.

13. Privacy

We collect, use and disclose personal information in accordance with our Privacy Policy.

14. Indemnity

You agree to indemnify us for all reasonable losses, damages, liabilities, claims and expenses (including reasonable legal costs) incurred by us arising out of or in connection with your use of the Platform, User Content, your breach of the Terms or any rights of third parties, except to the extent we directly caused or contributed to the loss, damage, liability, claim or expense.

We reserve the right, at our own expense, to assume the exclusive control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with our defense of such claim.

15. Termination

(a) We reserve the right to:

• (i) cease operating the Platform, without notice and for any reason; and/or
• (ii) terminate or suspend our relationship with you without notice and with immediate effect if you, in any way, breach the Terms or any AI Provider terms referenced in clause 4.2.

(b) If we cease operating the Platform under clause 15(a)(i), we will use reasonable endeavours to provide Users with at least 30 days' prior notice and the ability to export their User Content and Generated Prompts during that period.

(c) If we terminate your Account under clause 15(a)(ii) due to a breach of these Terms:

• (i) we may immediately restrict your access to the Platform;
• (ii) we will, upon your written request made within 14 days of termination, provide you with a reasonable opportunity to export your User Content, provided that such export does not require us to retain data longer than required by our Privacy Policy or applicable law; and
• (iii) after the 14-day period (or such longer period as we may allow at our discretion), we may permanently delete all User Content and Generated Prompts associated with your Account.

(d) We will not be liable for any costs, losses or damages arising as a result of terminating your access to the Platform, except to the extent required by applicable consumer protection law.

16. Dispute Resolution

If a dispute arises out of or relates to these Terms as between us and a User, either party must not commence legal proceedings (except proceedings seeking interlocutory relief) unless it has complied with this clause 16.

The parties must use reasonable endeavors to resolve through negotiation all disputes.

If, within 14 days, the dispute cannot be resolved following negotiation between the parties, either party may refer the dispute for arbitration.

The parties agree to negotiate in good faith on the appointment of a single arbitrator, or failing agreement, as appointed by the President of the Law Society of New South Wales (if all parties are situated in Australia) or (where one or more of the dispute parties is not situated in Australia) to an arbitrator appointed by the Australian Centre for International Commercial Arbitration (ACICA).

The arbitration will be conducted in Sydney in accordance with the ACICA Rules operating at the time the dispute is referred to ACICA.

The terms of the ACICA Rules are deemed incorporated into these Terms.

If a party fails to adhere to the term of this clause 16 and proceedings are subsequently issued by the defaulting party, these Terms can be used as a bar to any proceedings so issued.

All communications concerning negotiations made by the parties 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 law of evidence.

17. No Waiver

No waiver of rights under this Agreement shall constitute a subsequent waiver of this or any other right under this agreement. Any failure on our part to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision.

18. Variation

We may vary, amend or otherwise modify these Terms at any time. We will publish the new Terms on the Platform and will use reasonable endeavours to notify Users of material changes. Your continued use of the Platform following posting of the new Terms constitutes your acceptance of the new Terms.

19. Severability

If any provision of our Terms is unenforceable or invalid, it will be ineffective to the extent it is unenforceable or invalid and will not affect the enforceability or validity of the remaining provisions.

20. Law and Jurisdiction

These Terms are governed by and construed in accordance with the laws of New South Wales, Australia. You submit to the non-exclusive jurisdiction of the Courts of New South Wales and Courts of Appeal from them for determining any dispute concerning these Terms.

21. Feedback and Contact

Your feedback is important to us and our community. We welcome and encourage you to provide feedback, reviews, comments and suggestions for improvements to the Platform. You may submit feedback by contacting us at support@promptcowboy.com.

If you see something that violates these terms or have a concern that should be investigated, please report it to us at support@promptcowboy.com.

22. Force Majeure

We will not be liable for any failure or delay in performing our obligations under these Terms where such failure or delay results from circumstances beyond our reasonable control, including but not limited to: acts of God, natural disasters, pandemics, war or terrorism, government actions, third-party service provider outages (including AI Provider outages, cloud hosting failures or payment processor downtime), internet or telecommunications failures, cyberattacks, power outages, or changes to the terms, availability or functionality of AI Provider services.

Where a force majeure event continues for more than 30 consecutive days, either party may terminate the Agreement by written notice to the other party.