Terms of Service

Effective Date: May 13, 2024

1. Agreement to Terms; Acceptance and Scope

These Terms of Service (hereinafter referred to as these "Terms" or this "Agreement") constitute a legally binding and enforceable contract entered into by and between you, whether in your individual capacity or as an authorized representative acting on behalf of a corporation, partnership, limited liability company, or other legal entity (hereinafter "User," "you," or "your"), and Predictable Prompts (hereinafter "Predictable Prompts," "Company," "we," "us," or "our"). This Agreement governs your access to and use of the official Predictable Prompts website, currently accessible at the domain https://predictableprompts.com/ (the "Website"), including any and all content, features, functionality, applications, and services offered on or through the Website, as well as your engagement with or utilization of our professional prompt engineering consultation, strategic advisory, development, and implementation services (collectively, the "Services").

PLEASE READ THESE TERMS CAREFULLY. BY ACCESSING, BROWSING, REGISTERING FOR (IF APPLICABLE), OR USING THE WEBSITE OR ANY OF THE SERVICES IN ANY MANNER, OR BY CLICKING ANY BUTTON OR CHECKBOX MARKED "I ACCEPT," "I AGREE," OR SIMILAR PHRASING INDICATING YOUR ASSENT TO THESE TERMS WHEN SUCH AN OPTION IS PRESENTED TO YOU, YOU HEREBY (A) ACKNOWLEDGE THAT YOU HAVE CAREFULLY READ, FULLY UNDERSTOOD, AND VOLUNTARILY AGREE TO BE LEGALLY BOUND BY ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING ANY AND ALL DOCUMENTS, POLICIES, AND GUIDELINES INCORPORATED HEREIN BY REFERENCE (SUCH AS OUR PRIVACY POLICY); (B) REPRESENT AND WARRANT THAT YOU ARE OF LEGAL AGE AND POSSESS THE FULL LEGAL CAPACITY AND AUTHORITY TO ENTER INTO A BINDING AGREEMENT WITH PREDICTABLE PROMPTS, EITHER ON YOUR OWN BEHALF OR ON BEHALF OF THE ENTITY YOU REPRESENT; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS PROVISIONS. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS IN THEIR ENTIRETY, OR IF YOU DO NOT MEET THE ELIGIBILITY REQUIREMENTS SET FORTH HEREIN, YOU ARE EXPRESSLY PROHIBITED FROM ACCESSING OR USING THE WEBSITE AND THE SERVICES, AND YOU MUST IMMEDIATELY DISCONTINUE ANY SUCH ACCESS OR USE.

Predictable Prompts reserves the exclusive right, in its sole and absolute discretion, to amend, modify, supplement, or revise these Terms at any time and for any reason. Any and all such changes shall be effective immediately upon their posting on the Website. We will endeavor to provide notice of material changes, which may include updating the "Effective Date" at the top of these Terms. Notwithstanding any such notice, you waive any right to receive specific, individual notice of each such change. It is your sole responsibility to periodically review these Terms to stay informed of any updates or modifications. Your continued access to or use of the Website or Services after the date any revised Terms are posted will constitute your acceptance of, and agreement to be bound by, such revised Terms.

The information, materials, and Services provided on or through the Website are not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to applicable law or regulation, or which would subject Predictable Prompts to any registration, licensing, or other compliance requirement within such jurisdiction or country.

2. Description of Services; Governance by Client Agreements

Predictable Prompts offers and provides specialized professional services within the domain of artificial intelligence (AI) prompt engineering. These Services may include, without limitation: strategic consulting and advisory services related to AI prompting; custom prompt design, development, and iterative refinement for various AI models and platforms; prompt performance optimization, tuning, and A/B testing; guidance and support for the integration of engineered prompts into client workflows and systems; development of prompt libraries and best practice documentation; and related training and support services, all aimed at enhancing the quality, consistency, efficiency, and overall efficacy of AI-driven outcomes for our clients. The specific scope of work, detailed deliverables, project timelines, applicable fees and payment terms, intellectual property rights allocations, confidentiality provisions, service level commitments (if any), and other material terms and conditions pertinent to the provision of any Services to a particular client (each, a "Client") shall be exclusively defined, governed, and controlled by a separate, mutually executed written agreement, such as a Master Services Agreement (MSA), a Statement of Work (SOW), a Professional Services Agreement, or other definitive contractual instrument (collectively, "Client Agreements").

The content, materials, and information presented on the Website, including descriptions of our Services, case studies, blog posts, and other resources, are provided for general informational and illustrative purposes only. Such materials do not constitute a binding offer for the provision of Services, nor should they be interpreted or relied upon as professional, technical, financial, legal, or any other form of advice. Predictable Prompts makes no representations or warranties regarding the accuracy, completeness, timeliness, or applicability of any information on the Website for any particular purpose. Any reliance you place on such information is strictly at your own risk. Predictable Prompts expressly disclaims all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents, except as may be explicitly provided in a Client Agreement.

3. Eligibility; User Representations, Warranties, and Covenants

By accessing or using the Website or engaging with the Services, you represent, warrant, and covenant to Predictable Prompts as follows:

• Accuracy of Information: All registration information (if applicable for certain features or services) and any other information you submit or provide to Predictable Prompts, whether through the Website or otherwise, is and will be truthful, accurate, current, and complete in all material respects. You further covenant to maintain the accuracy of such information and to promptly update it as necessary to ensure its continued truthfulness, accuracy, currency, and completeness.
• Legal Age and Capacity: You are at least eighteen (18) years of age or have otherwise attained the age of legal majority and contractual capacity in your jurisdiction of residence and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement.
• Authority to Bind Entity: If you are accessing or using the Services on behalf of a business, company, institution, or other legal entity, you represent and warrant that you are duly authorized by such entity to act on its behalf, to enter into this Agreement, and to bind such entity to all the terms and conditions hereof. In such cases, references to "you" and "your" in this Agreement will refer to both you as an individual and to such entity.
• Compliance with Laws: Your access to and use of the Website and Services does not and will not violate any applicable local, state, national, or international law, statute, ordinance, rule, regulation, or treaty in your jurisdiction or in any jurisdiction to which you or Predictable Prompts may be subject.
• Sanctioned Parties: You are not, and are not acting on behalf of, any person or entity that is located in a country or region that is subject to a U.S. government embargo or that has been designated by the U.S. government as a "state sponsor of terrorism." Furthermore, you are not, and are not acting on behalf of, any person or entity that is listed on any U.S. government list of prohibited, sanctioned, or restricted parties (including, without limitation, the U.S. Department of the Treasury’s Specially Designated Nationals and Blocked Persons List or the U.S. Department of Commerce’s Denied Persons List or Entity List).

If you provide any information that is found to be untrue, inaccurate, not current, or incomplete, or if Predictable Prompts has reasonable grounds to suspect that such information is untrue, inaccurate, not current, or incomplete, Predictable Prompts reserves the right, in its sole discretion, to suspend or terminate your access to and use of the Website and Services (or any portion thereof) and to refuse any and all current or future access or use.

4. Acceptable Use Policy; Prohibited Conduct and Activities

You hereby covenant and agree to access and use the Website and Services solely for lawful, legitimate, and ethical purposes, and in strict accordance with these Terms, any applicable Client Agreement, and all applicable laws and regulations. The Website and Services may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved in writing by Predictable Prompts or as explicitly permitted under a duly executed Client Agreement.

As an express condition of your access to and use of the Website and Services, you are strictly prohibited from, and you agree not to, directly or indirectly, and not to permit, encourage, or enable any third party to:

• Engage in any systematic or automated retrieval, collection, scraping, data mining, or extraction of data, Content (as defined in Section 5.1), or other information from the Website or Services for the purpose of creating or compiling, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory, or similar repository, whether by manual processes, spiders, robots, crawlers, or any other automated means, without the express prior written consent of Predictable Prompts.
• Make any unauthorized use of the Services, including, but not limited to, collecting usernames, email addresses, or other personal or professional information of users by electronic or other means for the purpose of sending unsolicited emails, spam, or other unauthorized commercial communications, or for creating user accounts by automated means or under false, misleading, or fraudulent pretenses.
• Circumvent, disable, damage, bypass, or otherwise interfere with any security-related features, measures, or functionalities of the Website or Services, including, without limitation, features that prevent or restrict the use or copying of any Content, or that enforce limitations on the use of the Services and/or the Content contained therein, or that are designed to protect the integrity and availability of the Website or Services.
• Engage in any unauthorized framing of or linking to the Website or Services, or use any metatags or other "hidden text" utilizing Predictable Prompts' name or Marks without our express written consent.
• Deceive, defraud, or mislead Predictable Prompts, its employees, agents, or other users, particularly in any attempt to learn or obtain sensitive account information, confidential information, proprietary information, or Personal Information.
• Make improper, abusive, or fraudulent use of our support services or channels, or submit false, misleading, or unsubstantiated reports of abuse, misconduct, or security vulnerabilities.
• Engage in any automated use of the system not expressly permitted by Predictable Prompts, such as using scripts to send automated comments or messages, or employing any data mining tools, robots, spiders, or similar data gathering and extraction technologies for purposes other than legitimate search engine indexing.
• Interfere with, disrupt, negatively affect, or create an undue or disproportionate burden on the Website, the Services, or the networks, servers, systems, or services connected thereto or supporting their operation, including through denial-of-service attacks or similar activities.
• Attempt to impersonate another user, person, or entity, or use the username, password, or account of another user without their explicit authorization, or misrepresent your affiliation with any person or entity.
• Sell, rent, lease, license, sublicense, or otherwise transfer or attempt to transfer your profile, account (if any), or access rights to the Website or Services to any third party.
• Use any information obtained from the Website or Services in order to harass, abuse, defame, stalk, threaten, intimidate, or otherwise harm or violate the legal rights (such as rights of privacy and publicity) of another person or entity.
• Use the Services as part of any effort to compete, directly or indirectly, with Predictable Prompts, or to develop or provide any product or service that is similar to or competitive with the Services, or otherwise use the Services and/or the Content for any revenue-generating endeavor or commercial enterprise not explicitly permitted in writing by Predictable Prompts or under a Client Agreement.
• Decipher, decompile, disassemble, reverse engineer, or otherwise attempt to derive or discover the source code, object code, underlying ideas, algorithms, structure, or organization of any of the software, trade secrets, or proprietary technology comprising or in any way making up a part of the Website or Services, except to the limited extent that applicable law expressly prohibits such restrictions.
• Attempt to bypass, or actually bypass, any technical measures or controls implemented by Predictable Prompts or its providers designed to prevent or restrict access to the Website, the Services, or any portion thereof, or to protect the Content or Marks.
• Harass, annoy, intimidate, disparage, or threaten any of Predictable Prompts' employees, contractors, agents, or representatives engaged in providing any portion of the Services or support to you or other users.
• Delete, obscure, alter, or remove any copyright, trademark, patent, or other proprietary rights notices, legends, symbols, or labels affixed to or contained within the Website, Services, or Content.
• Upload, post, transmit, or otherwise make available (or attempt to do so) any material that acts as a passive or active information collection or transmission mechanism, including, without limitation, clear graphics interchange formats ("gifs"), 1×1 pixels, web bugs, cookies, spyware, adware, or other similar devices or malicious code (sometimes referred to as "passive collection mechanisms" or "pcms").
• Upload, post, transmit, or otherwise make available (or attempt to do so) any viruses, Trojan horses, worms, time bombs, logic bombs, cancelbots, corrupted files, or other malicious, harmful, or technologically disruptive code, software, or components.
• Disparage, tarnish, defame, or otherwise harm, in the sole and reasonable opinion of Predictable Prompts, Predictable Prompts, its reputation, its brand, the Website, or the Services.
• Use the Website or Services in any manner that is inconsistent with, or in violation of, any and all applicable local, state, provincial, federal, national, and international laws, statutes, ordinances, rules, regulations, and treaties, including those relating to data privacy, intellectual property, export control, and anti-spam.

Predictable Prompts reserves the right, but disclaims any obligation, to: (i) monitor the Website and Services for actual or suspected violations of these Terms or applicable law; (ii) investigate such violations and take appropriate legal action against anyone who, in Predictable Prompts' sole discretion, violates the law or these Terms, including, without limitation, reporting such user to law enforcement authorities or regulatory bodies; (iii) in Predictable Prompts' sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your contributions or any portion thereof, or any other content or material that may violate these Terms or our policies; (iv) in Predictable Prompts' sole discretion and without limitation, notice, or liability, remove from the Website or otherwise disable all files and content that are excessive in size, are in any way burdensome to our systems, or are otherwise deemed inappropriate; and (v) otherwise manage the Website and Services in a manner designed to protect the rights, property, and integrity of Predictable Prompts, its users, and the public, and to facilitate the proper functioning and security of the Website and Services.

5. Intellectual Property Rights; Ownership and Licenses

5.1. Ownership of Predictable Prompts' Content and Marks

The Website and the Services, including their entire contents, features, and functionality (such as all underlying technology, software, source code, object code, databases, information, text, articles, white papers, case studies, graphics, images, photographs, illustrations, audio clips, video clips, look and feel, user interface, design, selection, and arrangement thereof) (collectively, the "Content"), and all trademarks, service marks, trade names, business names, logos, slogans, trade dress, and other brand identifiers contained or displayed therein or used in connection therewith (collectively, the "Marks"), are the sole and exclusive property of Predictable Prompts, its affiliates, or its licensors, as applicable, and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws, treaties, and conventions. Predictable Prompts reserves all rights, title, and interest in and to the Website, the Services, the Content, and the Marks, except for the limited licenses expressly granted herein.

The Content and the Marks are provided on or through the Website "AS IS" and "AS AVAILABLE" for your informational and personal or internal business use only, strictly in connection with your evaluation of or engagement with our Services, and subject to the terms of this Agreement. Except as expressly and unambiguously permitted in these Terms or in a separately executed Client Agreement, no part of the Website or Services, and no Content or Marks, may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, adapted, modified, transmitted, distributed, sold, licensed, leased, rented, sublicensed, or otherwise exploited or used for any commercial purpose whatsoever, without the express prior written consent of Predictable Prompts or the respective rights holder.

Subject to your full and ongoing compliance with these Terms, and provided that you are eligible to use the Website and Services, Predictable Prompts grants you a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable license to: (a) access and use the Website; and (b) download or print a single copy of any portion of the Content to which you have properly and lawfully gained access, solely for your personal, non-commercial informational purposes, or for legitimate internal business purposes directly related to your role as a current or prospective client of Predictable Prompts' Services. This license is subject to the restrictions set forth in these Terms and does not include any right to (i) sell, resell, or commercially use the Website, Services, Content, or Marks; (ii) make any derivative uses of the Website, Services, Content, or Marks; (iii) distribute, publicly perform, or publicly display any Content or Marks, except as an inherent part of using the Website as intended; (iv) use any data mining, robots, spiders, or similar data gathering or extraction methods; or (v) use the Website, Services, Content, or Marks other than for their intended purposes. Any use of the Website, Services, Content, or Marks other than as specifically authorized herein, without the prior written permission of Predictable Prompts, is strictly prohibited and will automatically terminate the license granted herein. Such unauthorized use may also violate applicable laws, including, without limitation, copyright and trademark laws and applicable communications regulations and statutes.

5.2. Client Deliverables and Client-Provided Materials

The ownership, licensing, usage rights, and all other intellectual property considerations concerning any custom prompts, strategic frameworks, reports, analyses, software code, documentation, or other materials, works, or innovations specifically created, developed, or delivered by Predictable Prompts for a Client pursuant to a Client Agreement ("Client Deliverables") shall be exclusively and definitively defined and governed by the specific terms and conditions set forth in such mutually executed Client Agreement. Similarly, any materials, data, information, or intellectual property provided by a Client to Predictable Prompts for use in connection with the provision of Services ("Client-Provided Materials") shall remain the property of the Client or its licensors, and Predictable Prompts' rights to use such Client-Provided Materials shall be governed by the applicable Client Agreement.

In the absence of explicit provisions to the contrary in a Client Agreement, and contingent upon the Client's full, timely, and undisputed payment of all applicable fees for the Services that generated such Client Deliverables, the Client will typically be granted [Specify the default IP rights grant with precision, e.g., "a non-exclusive, perpetual, irrevocable, worldwide, royalty-free, fully paid-up license to use, reproduce, modify, adapt, and create derivative works of the Client Deliverables solely for its internal business purposes and for the specific AI applications or use cases for which the Client Deliverables were intended," or "full ownership of the copyright and other intellectual property rights in the Client Deliverables, subject to Predictable Prompts' retention of all rights to its Pre-Existing IP (as defined below) and any generic or non-client-specific components." This section requires careful legal counsel review to align with Predictable Prompts' business model and client negotiations.].

Notwithstanding any grant of rights to Clients in Client Deliverables, Predictable Prompts shall retain all rights, title, and interest in and to its pre-existing intellectual property, proprietary tools, software, methodologies, know-how, trade secrets, best practices, generic or non-client-specific algorithms, templates, frameworks, and other intellectual property developed or acquired by Predictable Prompts independently of or prior to the engagement with the Client, or developed during the engagement but of general applicability and not constituting Client Deliverables ("Pre-Existing IP"). Predictable Prompts may utilize its Pre-Existing IP in the course of providing Services to the Client and to other clients, provided that such use does not disclose any Client's Confidential Information (as defined in the applicable Client Agreement) or infringe upon any intellectual property rights specifically and exclusively granted to the Client in the Client Deliverables.

5.3. User Submissions, Feedback, and Suggestions

Excluding any Client-Provided Materials or Client Deliverables governed by a Client Agreement, and any Personal Information governed by our Privacy Policy, any questions, comments, suggestions, ideas, feedback, proposals, concepts, know-how, techniques, or other information or materials regarding the Website, the Services, or Predictable Prompts' business that you voluntarily and unsolicitedly provide, submit, post, or otherwise communicate to Predictable Prompts, whether by email (including to contact@predictableprompts.com), through any interactive features of the Website (if any), or otherwise (collectively, "Submissions"), shall be deemed non-confidential and non-proprietary for all purposes.

By making a Submission, you hereby grant to Predictable Prompts an unrestricted, irrevocable, perpetual, worldwide, royalty-free, fully-paid-up, non-exclusive, transferable, and sublicensable right and license to use, host, store, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, display, incorporate into other works, and otherwise exploit such Submissions, in whole or in part, in any form, media, or technology now known or hereafter developed, for any and all lawful purposes, commercial or otherwise, including, without limitation, for developing, manufacturing, improving, and marketing products and services, without any notice, acknowledgment, attribution, or compensation to you or any third party. You represent and warrant that: (a) you have all necessary rights, title, and authority to grant the foregoing license to Predictable Prompts; (b) your Submissions are original with you or you have obtained all necessary permissions to submit them and to grant the rights conferred herein; (c) your Submissions do not and will not infringe, misappropriate, or violate any intellectual property rights (including copyrights, trademarks, patents, trade secrets), rights of privacy or publicity, moral rights, or any other proprietary or legal rights of any third party; and (d) your Submissions are not and do not contain any confidential information of any third party. You hereby waive any and all moral rights (or "droit moral") you may have in and to any such Submissions, to the fullest extent permitted by applicable law. You agree that Predictable Prompts shall have no obligation to use, review, or respond to any Submission, and you agree that there shall be no recourse against Predictable Prompts for any alleged or actual infringement, misappropriation, or other violation of any proprietary right in your Submissions.

6. Third-Party Websites, Content, Applications, and Services

The Website or Services may, from time to time, contain links to, or allow you to interact with, other websites, applications, content, services, or resources that are owned, operated, or provided by third parties and not by Predictable Prompts ("Third-Party Services"). Additionally, articles, advertisements, data, or other content originating from or belonging to third parties ("Third-Party Content") may be displayed on, accessible through, or integrated with the Website or Services. Such Third-Party Services and Third-Party Content are not under the control, investigation, monitoring, or endorsement of Predictable Prompts, and Predictable Prompts is not responsible or liable for any Third-Party Services or Third-Party Content, including, without limitation, their content, accuracy, completeness, timeliness, validity, legality, decency, quality, safety, security, privacy practices, or any other aspect thereof. The inclusion of, linking to, or permitting the use, installation, or integration of any Third-Party Services or Third-Party Content does not imply Predictable Prompts' approval, endorsement, sponsorship, or affiliation with such third parties or their offerings.

If you decide to leave the Website and access or use any Third-Party Services (including those linked from our Website), or if you choose to use or install any Third-Party Content, you do so entirely at your own risk and subject to the terms and conditions (including privacy policies) applicable to such Third-Party Services or Third-Party Content. You should carefully review the applicable terms and policies, including privacy and data gathering practices, of any Third-Party Service to which you navigate from our Website or which you utilize. Any transactions, dealings, or interactions you have with third parties found on or through the Website or Services are solely between you and such third parties. Predictable Prompts makes no representations or warranties with respect to, and shall have no liability or obligation whatsoever in connection with, any Third-Party Services or Third-Party Content, or your use thereof. You agree that Predictable Prompts will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any Third-Party Services or Third-Party Content.

7. Term, Suspension, and Termination

This Agreement shall commence on the date you first access or use the Website or any of the Services and shall remain in full force and effect while you continue to access or use the Website or Services, unless and until earlier terminated as provided herein. The specific term and termination provisions applicable to Services provided under a Client Agreement shall be governed by such Client Agreement.

WITHOUT PREJUDICE TO OR LIMITING ANY OTHER PROVISION OF THESE TERMS OR ANY REMEDIES AVAILABLE AT LAW OR IN EQUITY, PREDICTABLE PROMPTS RESERVES THE UNFETTERED RIGHT, IN ITS SOLE AND ABSOLUTE DISCRETION, AND WITHOUT PRIOR NOTICE OR LIABILITY TO YOU OR ANY THIRD PARTY, TO DENY, SUSPEND, OR TERMINATE YOUR ACCESS TO AND USE OF THE WEBSITE AND THE SERVICES (OR ANY PART THEREOF), INCLUDING, WITHOUT LIMITATION, BY BLOCKING CERTAIN IP ADDRESSES, IMPLEMENTING TECHNICAL BARRIERS, OR TERMINATING YOUR USER ACCOUNT (IF ANY), FOR ANY REASON WHATSOEVER OR FOR NO REASON, INCLUDING, WITHOUT LIMITATION, FOR ANY ACTUAL OR SUSPECTED BREACH OF ANY REPRESENTATION, WARRANTY, COVENANT, OR OBLIGATION CONTAINED IN THESE TERMS, OR FOR ANY VIOLATION OF ANY APPLICABLE LAW, REGULATION, OR ORDINANCE. PREDICTABLE PROMPTS MAY, IN ITS SOLE DISCRETION, TERMINATE YOUR USE OF OR PARTICIPATION IN THE WEBSITE AND THE SERVICES, OR DELETE YOUR ACCOUNT (IF ANY) AND ANY CONTENT, DATA, OR INFORMATION THAT YOU MAY HAVE POSTED, UPLOADED, OR OTHERWISE CONTRIBUTED, AT ANY TIME, WITHOUT WARNING OR LIABILITY.

In the event that Predictable Prompts terminates or suspends your access to or use of the Website or Services for any reason, you are expressly and strictly prohibited from registering and creating a new account under your name, a fictitious or borrowed name, or the name of any third party, even if you may be purporting to act on behalf of such third party, without the express prior written consent of Predictable Prompts. In addition to terminating or suspending your access, Predictable Prompts reserves the right to take any and all appropriate legal action, including, without limitation, pursuing civil remedies, criminal prosecution, and injunctive or other equitable relief.

Upon any termination of this Agreement or your access to the Website or Services for any reason: (a) all rights and licenses granted to you under this Agreement shall immediately cease and terminate; (b) you must immediately cease all access to and use of the Website and Services and, where applicable, destroy any copies of Content or Marks in your possession or control; and (c) the provisions of this Agreement that by their nature and context are intended to survive such termination (including, without limitation, provisions regarding intellectual property ownership and rights (Section 5), disclaimers of warranties (Section 8), limitations of liability (Section 9), indemnification (Section 10), governing law and dispute resolution (Section 11), and miscellaneous provisions (Section 13)) shall survive and continue in full force and effect indefinitely.

8. Disclaimer of Warranties and Representations

THE WEBSITE, THE SERVICES, AND ALL CONTENT, MATERIALS, INFORMATION, FUNCTIONALITY, AND ANY OTHER ITEMS OR SERVICES PROVIDED ON OR THROUGH THE WEBSITE OR SERVICES ARE PROVIDED STRICTLY ON AN "AS-IS" AND "AS-AVAILABLE" BASIS, WITHOUT ANY WARRANTIES, REPRESENTATIONS, OR GUARANTEES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. YOU EXPRESSLY ACKNOWLEDGE, UNDERSTAND, AND AGREE THAT YOUR ACCESS TO AND USE OF THE WEBSITE AND OUR SERVICES IS AT YOUR SOLE AND EXCLUSIVE RISK AND VOLITION.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PREDICTABLE PROMPTS, ITS AFFILIATES, AND THEIR RESPECTIVE PAST, PRESENT, AND FUTURE OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, REPRESENTATIVES, LICENSORS, SERVICE PROVIDERS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, THE "PREDICTABLE PROMPTS PARTIES") HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND GUARANTEES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, COMPLETENESS, RELIABILITY, SECURITY, CURRENCY, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE PREDICTABLE PROMPTS PARTIES MAKE NO WARRANTY, REPRESENTATION, OR GUARANTEE: (I) THAT THE WEBSITE OR SERVICES WILL BE ACCURATE, COMPLETE, RELIABLE, CURRENT, SECURE, UNINTERRUPTED, TIMELY, ERROR-FREE, OR FREE OF VIRUSES, MALWARE, OR OTHER HARMFUL COMPONENTS OR CODE; (II) THAT ANY DEFECTS, ERRORS, OR OMISSIONS IN THE WEBSITE OR SERVICES WILL BE CORRECTED; (III) THAT THE WEBSITE OR SERVICES WILL MEET YOUR SPECIFIC REQUIREMENTS, NEEDS, OR EXPECTATIONS, OR ACHIEVE ANY PARTICULAR RESULTS; (IV) REGARDING THE ACCURACY, COMPLETENESS, RELIABILITY, OR QUALITY OF THE WEBSITE’S CONTENT, ANY THIRD-PARTY CONTENT, OR THE CONTENT OF ANY WEBSITES OR SERVICES LINKED TO OR INTEGRATED WITH THE WEBSITE; (V) THAT THE TRANSMISSION OF DATA TO OR FROM THE WEBSITE OR SERVICES WILL BE SECURE OR UNINTERRUPTED; OR (VI) THAT THE RESULTS, OUTPUTS, OR RECOMMENDATIONS OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE, RELIABLE, EFFECTIVE, FIT FOR YOUR INTENDED PURPOSE, OR WILL MEET YOUR SPECIFIC OBJECTIVES OR PRODUCE ANY PARTICULAR OUTCOME OR BENEFIT.

THE PREDICTABLE PROMPTS PARTIES ASSUME NO LIABILITY, OBLIGATION, OR RESPONSIBILITY FOR ANY: (A) ERRORS, MISTAKES, INACCURACIES, OR OMISSIONS IN ANY CONTENT OR MATERIALS; (B) PERSONAL INJURY, PROPERTY DAMAGE, FINANCIAL LOSS, OR OTHER HARM, OF ANY NATURE WHATSOEVER, RESULTING DIRECTLY OR INDIRECTLY FROM YOUR ACCESS TO OR USE OF (OR INABILITY TO ACCESS OR USE) THE WEBSITE OR SERVICES; (C) ANY UNAUTHORIZED ACCESS TO, USE OF, OR DISCLOSURE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION, FINANCIAL INFORMATION, OR OTHER DATA STORED THEREIN; (D) ANY INTERRUPTION, CESSATION, OR DELAY OF TRANSMISSION TO OR FROM THE WEBSITE OR SERVICES; (E) ANY BUGS, VIRUSES, TROJAN HORSES, WORMS, MALWARE, SPYWARE, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE WEBSITE OR SERVICES BY ANY THIRD PARTY; AND/OR (F) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE WEBSITE OR SERVICES.

THE PREDICTABLE PROMPTS PARTIES DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT, SERVICE, INFORMATION, OR ADVERTISEMENT OFFERED OR PROVIDED BY ANY THIRD PARTY THROUGH THE WEBSITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING. THE PREDICTABLE PROMPTS PARTIES WILL NOT BE A PARTY TO, NOR IN ANY WAY BE RESPONSIBLE FOR MONITORING OR OVERSEEING, ANY TRANSACTION OR INTERACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

SPECIFIC DISCLAIMER PERTAINING TO THE NATURE OF ARTIFICIAL INTELLIGENCE AND PROMPT ENGINEERING SERVICES: YOU ACKNOWLEDGE AND AGREE THAT THE FIELDS OF ARTIFICIAL INTELLIGENCE (AI), LARGE LANGUAGE MODELS (LLMS), AND PROMPT ENGINEERING ARE INHERENTLY DYNAMIC, EXPERIMENTAL, AND CONTINUOUSLY EVOLVING. WHILE PREDICTABLE PROMPTS COMMITS TO EMPLOYING PROFESSIONAL SKILL, CARE, AND DILIGENCE, AND TO UTILIZING ITS EXPERTISE AND BEST EFFORTS IN THE PROVISION OF ITS SERVICES, PREDICTABLE PROMPTS MAKES NO ABSOLUTE GUARANTEES OR WARRANTIES REGARDING THE SPECIFIC PERFORMANCE, ACCURACY, RELIABILITY, CONSISTENCY, TIMELINESS, COMPLETENESS, OR CONTINUED EFFICACY OR SUITABILITY OF ANY AI MODELS, ALGORITHMS, PROMPTS, OR PROMPT ENGINEERING TECHNIQUES DEVELOPED, OPTIMIZED, RECOMMENDED, OR UTILIZED. THE FUNCTIONALITY, BEHAVIOR, AND OUTPUT OF AI SYSTEMS ARE SUBJECT TO INFLUENCE FROM A MULTITUDE OF COMPLEX AND INTERRELATED FACTORS, MANY OF WHICH ARE BEYOND THE DIRECT CONTROL OF PREDICTABLE PROMPTS. THESE FACTORS INCLUDE, BUT ARE NOT LIMITED TO: (I) MODIFICATIONS, UPDATES, OR CHANGES MADE BY THE PROVIDERS OR DEVELOPERS OF THE UNDERLYING AI MODELS OR PLATFORMS; (II) THE NATURE, QUALITY, BIAS, AND REPRESENTATIVENESS OF THE INPUT DATA PROVIDED BY YOU OR UTILIZED BY THE AI MODELS; (III) THE SPECIFIC CONTEXT, APPLICATION, AND PARAMETERS OF USE; (IV) THE INHERENT PROBABILISTIC AND SOMETIMES UNPREDICTABLE NATURE OF CERTAIN AI TECHNOLOGIES; AND (V) THE POTENTIAL FOR AI MODELS TO GENERATE OUTPUTS THAT ARE INACCURATE, INCOMPLETE, BIASED, MISLEADING, OR OTHERWISE UNINTENDED ("HALLUCINATIONS" OR ERRORS). CLIENTS AND USERS OF THE SERVICES ACKNOWLEDGE AND AGREE THAT ANY AI-GENERATED OUTPUTS, CONTENT, CODE, ANALYSES, OR RECOMMENDATIONS PROVIDED AS PART OF OR RESULTING FROM THE SERVICES ARE INTENDED FOR INFORMATIONAL OR ASSISTIVE PURPOSES AND MAY REQUIRE INDEPENDENT HUMAN REVIEW, VERIFICATION, VALIDATION, EDITING, AND CRITICAL JUDGMENT PRIOR TO ANY RELIANCE, IMPLEMENTATION, OR DEPLOYMENT. PREDICTABLE PROMPTS SHALL NOT BE RESPONSIBLE OR LIABLE FOR THE FINAL USE, INTERPRETATION, IMPLEMENTATION, OR ANY DECISIONS MADE OR ACTIONS TAKEN BASED ON, OR ANY CONSEQUENCES ARISING FROM, SUCH AI-GENERATED OUTPUTS OR RECOMMENDATIONS.

THE FOREGOING DISCLAIMERS OF WARRANTIES DO NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU IN THEIR ENTIRETY.

9. Limitation of Liability; Allocation of Risk

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PREDICTABLE PROMPTS, ITS AFFILIATES, OR THEIR RESPECTIVE PAST, PRESENT, OR FUTURE OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, REPRESENTATIVES, LICENSORS, SERVICE PROVIDERS, SUCCESSORS, OR ASSIGNS (COLLECTIVELY, THE "PREDICTABLE PROMPTS RELEASED PARTIES") BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, PUNITIVE, OR ENHANCED DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF GOODWILL, LOSS OF USE, LOSS OF OPPORTUNITY, BUSINESS INTERRUPTION, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER ECONOMIC OR INTANGIBLE LOSSES, ARISING OUT OF, RELATING TO, OR IN ANY WAY CONNECTED WITH: (A) YOUR ACCESS TO, USE OF, OR INABILITY TO ACCESS OR USE, THE WEBSITE OR SERVICES; (B) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON OR THROUGH THE WEBSITE OR SERVICES; (C) ANY CONTENT OBTAINED FROM THE WEBSITE OR SERVICES; (D) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT; (E) ANY BREACH OF THESE TERMS OR ANY CLIENT AGREEMENT (SUBJECT TO THE TERMS THEREOF); OR (F) ANY OTHER MATTER RELATING TO THE WEBSITE OR SERVICES, REGARDLESS OF (I) WHETHER SUCH DAMAGES WERE FORESEEABLE, (II) WHETHER OR NOT PREDICTABLE PROMPTS WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (III) THE LEGAL OR EQUITABLE THEORY (WHETHER CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), STATUTE, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, EVEN IF ANY REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PREDICTABLE PROMPTS RELEASED PARTIES' TOTAL AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS, ACTIONS, SUITS, PROCEEDINGS, LOSSES, DAMAGES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES) ARISING OUT OF, RELATING TO, OR IN ANY WAY CONNECTED WITH THESE TERMS OR YOUR ACCESS TO OR USE OF (OR INABILITY TO ACCESS OR USE) THE WEBSITE OR THE GENERAL INFORMATIONAL SERVICES PROVIDED VIA THE WEBSITE (EXCLUDING SERVICES PROVIDED UNDER A SPECIFIC CLIENT AGREEMENT, WHICH SHALL BE GOVERNED BY THE LIABILITY PROVISIONS OF SUCH AGREEMENT), WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), STATUTE, OR OTHERWISE, SHALL IN NO EVENT EXCEED THE LESSER OF: (I) THE TOTAL AMOUNT ACTUALLY AND DIRECTLY PAID BY YOU, IF ANY, TO PREDICTABLE PROMPTS FOR ACCESS TO OR USE OF THE SPECIFIC WEBSITE FEATURES OR GENERAL INFORMATIONAL SERVICES (EXCLUDING PAYMENTS FOR DEDICATED CLIENT SERVICES UNDER A CLIENT AGREEMENT) GIVING RISE TO THE CLAIM DURING THE [Specify period, e.g., "SIX (6)" or "TWELVE (12)"] MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO SUCH LIABILITY FIRST OCCURRED; OR (II) ONE HUNDRED U.S. DOLLARS (USD $100.00).

THE LIMITATIONS OF LIABILITY AND ALLOCATION OF RISK SET FORTH IN THIS SECTION 9 ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND PREDICTABLE PROMPTS. PREDICTABLE PROMPTS WOULD NOT PROVIDE THE WEBSITE AND SERVICES WITHOUT SUCH LIMITATIONS. YOU ACKNOWLEDGE AND AGREE THAT PREDICTABLE PROMPTS HAS SET ITS PRICES (IF ANY FOR GENERAL WEBSITE ACCESS) AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE DISCLAIMERS OF WARRANTIES AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE SAME REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND PREDICTABLE PROMPTS, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND PREDICTABLE PROMPTS.

BECAUSE SOME STATES, JURISDICTIONS, OR COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL, INCIDENTAL, OR CERTAIN OTHER TYPES OF DAMAGES, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, THE LIABILITY OF THE PREDICTABLE PROMPTS RELEASED PARTIES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW. NOTHING IN THESE TERMS SHALL LIMIT OR EXCLUDE OUR LIABILITY FOR: (A) DEATH OR PERSONAL INJURY CAUSED BY OUR GROSS NEGLIGENCE; (B) FRAUD OR FRAUDULENT MISREPRESENTATION; OR (C) ANY OTHER MATTER IN RESPECT OF WHICH IT WOULD BE UNLAWFUL FOR US TO EXCLUDE OR RESTRICT LIABILITY.

10. Indemnification and Hold Harmless

You agree to defend, indemnify, and hold harmless Predictable Prompts, its affiliates, and their respective past, present, and future officers, directors, shareholders, employees, contractors, agents, representatives, licensors, service providers, successors, and assigns (collectively, the "Indemnified Parties") from and against any and all claims, actions, suits, proceedings, arbitrations, investigations, demands, liabilities, damages, judgments, awards, settlements, losses, deficiencies, costs, penalties, fines, expenses, and fees (including, without limitation, reasonable attorneys' fees, paralegal fees, expert witness fees, and other litigation or dispute resolution expenses) (collectively, "Losses") arising out of, relating to, or in any way connected with: (a) your access to, use of, or alleged misuse of the Website or Services in violation of these Terms; (b) any Submissions you provide (if applicable), including any claim that such Submissions infringe, misappropriate, or violate any intellectual property or other proprietary rights of any third party; (c) your breach or alleged breach of any of these Terms, including any of your representations, warranties, covenants, or obligations contained herein; (d) your violation or alleged violation of any applicable local, state, national, or international law, statute, ordinance, rule, or regulation; (e) your infringement, misappropriation, or violation of any intellectual property rights (including, without limitation, copyrights, patents, trademarks, trade secrets), rights of privacy or publicity, or any other rights of any third party; (f) any dispute, issue, or controversy between you and any third party (including other users of the Website or Services); or (g) any gross negligence, willful misconduct, or fraudulent activity on your part.

Predictable Prompts reserves the right, at your sole expense, to assume the exclusive defense and control of any matter for which you are required to indemnify the Indemnified Parties pursuant to this Section 10, and you agree to cooperate fully, diligently, and in good faith, at your sole expense, with Predictable Prompts' defense of such claims and in asserting any available defenses. Predictable Prompts will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it. You agree not to settle, compromise, or otherwise dispose of any matter subject to indemnification by you hereunder without the express prior written consent of Predictable Prompts in each instance. This indemnification obligation shall survive the termination of these Terms and your use of the Website and Services.

11. Governing Law, Jurisdiction, and Dispute Resolution

11.1. Governing Law

This Agreement, and all matters, disputes, or claims arising out of or relating to this Agreement, its subject matter, its formation, its validity, its interpretation, its construction, its performance, its breach, or its termination (including non-contractual disputes or claims), as well as your access to and use of the Website and Services, shall be governed by, and construed and enforced in accordance with, the internal laws of the State of [Your State of Incorporation or Principal Place of Business, e.g., Delaware], United States of America, without giving effect to any choice of law, conflict of law, or comity principles or rules (whether of the State of [Your State] or any other jurisdiction) that would cause or permit the application of the laws of any jurisdiction other than those of the State of [Your State]. The United Nations Convention on Contracts for the International Sale of Goods (CISG) and the Uniform Computer Information Transaction Act (UCITA), as enacted in any jurisdiction, are specifically excluded from application to this Agreement and shall not govern any aspect hereof.

11.2. Dispute Resolution; Mandatory Arbitration and Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY AS IT SIGNIFICANTLY AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. IT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

(a) Scope of Arbitration Agreement: You and Predictable Prompts agree that any and all past, present, or future disputes, claims, controversies, or causes of action arising out of, relating to, or in connection with this Agreement, the Website, the Services, any Content or Marks, any advertising or marketing communications between you and Predictable Prompts, any products or services sold or distributed through the Website (if applicable), your relationship with Predictable Prompts, or the termination of your relationship with Predictable Prompts (each a "Dispute" and collectively, the "Disputes"), whether based in contract, tort (including negligence, fraud, misrepresentation, strict liability, or any other intentional tort), statute, regulation, ordinance, common law, equity, or any other legal or equitable theory, shall be resolved exclusively through final and binding arbitration, rather than in a court of law, except as specifically provided herein.

(b) Informal Dispute Resolution (Pre-Arbitration Negotiation): The parties mutually agree that good faith, informal efforts to resolve Disputes can often achieve a prompt, low-cost, and mutually beneficial outcome. Therefore, prior to initiating any arbitration proceeding, the party initiating the Dispute (the "Initiating Party") shall first provide the other party (the "Responding Party") with a written Notice of Dispute ("Notice") describing the nature and basis of the Dispute and the specific relief sought. The Notice to Predictable Prompts should be sent exclusively via email to: contact@predictableprompts.com, Attn: Legal Department - Notice of Dispute. The Notice to you will be sent to the email address associated with your account or otherwise provided to us. For a period of sixty (60) days from the date of receipt of the Notice by the Responding Party, you and Predictable Prompts agree to engage in good faith, direct, informal negotiations and discussions to attempt to resolve the Dispute amicably. If the Dispute is not resolved within this sixty (60) day period (or such longer period as the parties may mutually agree in writing), then either party may commence arbitration proceedings as set forth in this Section.

(c) Arbitration Procedure: If the parties are unable to resolve a Dispute through the informal dispute resolution process described above, then, except as provided in subsection (d) below, the Dispute shall be finally and exclusively resolved by binding arbitration. The arbitration shall be administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules and, where appropriate, the AAA’s Supplementary Procedures for Consumer-Related Disputes ("AAA Consumer Rules"), as modified by this Agreement. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Predictable Prompts. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of this Agreement, including, but not limited to, any claim that all or any part of this Agreement is void or voidable. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator's award shall be written, reasoned, and binding on the parties and may be entered as a judgment in any court of competent jurisdiction. The Federal Arbitration Act (9 U.S.C. § 1 et seq.) shall govern the interpretation and enforcement of this arbitration provision.

(d) Exceptions to Informal Negotiations and Arbitration: Notwithstanding the parties' agreement to resolve all Disputes through arbitration, either party may bring an action in a court of competent jurisdiction: (i) to seek injunctive or other equitable relief to prevent the actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; (ii) for individual claims that qualify for small claims court jurisdiction, provided the action remains in such court and advances only on an individual (non-class, non-representative) basis; or (iii) to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

(e) Arbitration Location and Fees: Unless you and Predictable Prompts otherwise agree, the arbitration will be conducted in [Your County and State for Arbitration, e.g., New Castle County, Delaware, or as determined by AAA rules if consumer dispute]. If your claim is for U.S. $10,000 or less, Predictable Prompts agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds U.S. $10,000, the right to a hearing will be determined by the AAA Rules. Payment of all filing, administration, and arbitrator fees will be governed by the AAA's applicable rules. Predictable Prompts will reimburse those fees for claims totaling less than U.S. $10,000 unless the arbitrator determines the claims are frivolous. Likewise, Predictable Prompts will not seek attorneys' fees and costs in arbitration unless the arbitrator determines the claims are frivolous.

(f) CLASS ACTION AND JURY TRIAL WAIVER: YOU AND PREDICTABLE PROMPTS AGREE THAT EACH PARTY MAY BRING DISPUTES AGAINST THE OTHER PARTY ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING. ALL DISPUTES MUST BE BROUGHT INDIVIDUALLY. FURTHER, UNLESS BOTH YOU AND PREDICTABLE PROMPTS AGREE OTHERWISE IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S OR ENTITY'S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE, COLLECTIVE, OR CLASS PROCEEDING. IF THIS SPECIFIC CLASS ACTION WAIVER PROVISION IS FOUND TO BE UNENFORCEABLE, THEN THE ENTIRETY OF THIS ARBITRATION PROVISION (SECTION 11.2) SHALL BE NULL AND VOID, AND THE PARTIES SHALL BE DEEMED TO HAVE NOT AGREED TO ARBITRATE DISPUTES (EXCEPT FOR THE INFORMAL NEGOTIATION REQUIREMENT). YOU AND PREDICTABLE PROMPTS HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

(g) 30-Day Right to Opt-Out of Arbitration: You have the right to opt-out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt-out exclusively via email to contact@predictableprompts.com, Attn: Legal Department - Arbitration Opt-Out, within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your full name, your email address, and an unequivocal statement that you wish to opt-out of this Arbitration Agreement. If you opt-out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.

12. Modifications, Interruptions, Suspension, and Discontinuation of Website or Services

Predictable Prompts reserves the right, in its sole and absolute discretion, to change, modify, enhance, update, suspend, remove, or discontinue the contents, features, functionality, or any other aspect of the Website or any part of the Services (including access thereto) at any time, for any reason or no reason, with or without prior notice or liability to you or any third party. However, Predictable Prompts is under no obligation to update any information on our Website, to correct any errors or defects, or to continue to provide or enable any particular features, functionality, or aspects of the Website or Services.

Predictable Prompts will not be liable to you or to any third party for any modification, price change (if applicable to general access features rather than specific Client Agreements, which would govern such changes), suspension, interruption, or discontinuance of the Website or the Services, or any part thereof.

Predictable Prompts cannot and does not guarantee that the Website and the Services will be available at all times, or that access will be continuous, uninterrupted, timely, secure, or error-free. We may experience hardware, software, or other technical problems, or need to perform scheduled or unscheduled maintenance, enhancements, or updates related to the Website or Services, which may result in temporary interruptions, delays, errors, or unavailability. Predictable Prompts reserves the right to change, revise, update, suspend, discontinue, or otherwise modify the Website or the Services, or any part thereof, at any time or for any reason without notice to you. You expressly agree that Predictable Prompts shall have no liability whatsoever for any loss, damage, or inconvenience caused by or arising from your inability to access or use the Website or the Services during any period of downtime, suspension, interruption, or discontinuance. Nothing in these Terms will be construed to obligate Predictable Prompts to maintain and support the Website or the Services or to supply any corrections, updates, enhancements, or releases in connection therewith.

13. General and Miscellaneous Provisions

(a) Entire Agreement; Order of Precedence: These Terms, together with our Privacy Policy (which is hereby incorporated into these Terms by this reference and made an integral part hereof) and any applicable, duly executed Client Agreements, constitute the sole and entire agreement and understanding between you and Predictable Prompts with respect to your access to and use of the Website and general informational Services provided via the Website. This Agreement supersedes all prior and contemporaneous understandings, agreements, negotiations, representations, and warranties, both written and oral, with respect to such subject matter. In the event of any direct conflict or inconsistency between the provisions of these Terms and the specific terms and conditions of a duly executed Client Agreement that governs the provision of specific Services to you as a Client, the terms and conditions of such Client Agreement shall prevail and control with respect to the subject matter of that Client Agreement only.

(b) Severability and Reformation: If any provision or part of a provision of these Terms is determined by a court or other tribunal of competent jurisdiction to be unlawful, void, invalid, illegal, or unenforceable for any reason, such provision or part thereof shall be deemed stricken from these Terms or shall be modified, reformed, or construed by the court or tribunal to the minimum extent necessary to render it lawful, valid, legal, and enforceable while preserving to the maximum extent possible the original intent and economic effect of the parties as expressed in such provision. Such determination shall not affect the validity, legality, or enforceability of any remaining provisions of these Terms, which shall continue in full force and effect. If such modification, reformation, or construction is not possible, the offending provision shall be deemed severed from this Agreement, and the invalidity or unenforceability of such provision shall not affect the validity or enforceability of the remaining provisions of this Agreement.

(c) No Waiver: No waiver by Predictable Prompts of any term, condition, right, or provision set forth in these Terms shall be deemed a further or continuing waiver of such term, condition, right, or provision, or a waiver of any other term, condition, right, or provision. Any failure or delay by Predictable Prompts to assert or enforce any right, remedy, or provision under these Terms shall not constitute or be deemed a waiver of such right, remedy, or provision, nor shall it preclude Predictable Prompts from asserting or enforcing such right, remedy, or provision at a later time or in any other instance. A waiver of any right, remedy, or provision under these Terms will be effective only if it is in writing and signed by a duly authorized representative of Predictable Prompts.

(d) Assignment and Delegation: You may not assign, transfer, convey, or delegate any of your rights, duties, or obligations under these Terms, in whole or in part, whether by operation of law, merger, acquisition, change of control, or otherwise, without the express prior written consent of Predictable Prompts in each instance, and any attempted assignment, transfer, conveyance, or delegation in violation of the foregoing shall be null and void ab initio. Predictable Prompts may freely assign, transfer, convey, or delegate any or all of its rights, duties, and obligations under these Terms, in whole or in part, to any affiliate or in connection with a merger, acquisition, corporate reorganization, consolidation, sale of all or substantially all of its assets, or other similar transaction, without your consent and without notice to you. Subject to the foregoing restrictions on assignment, these Terms shall be binding upon and inure to the benefit of the parties hereto and their respective successors, heirs, executors, administrators, and permitted assigns.

(e) No Third-Party Beneficiaries: Except as otherwise expressly provided in these Terms (e.g., with respect to Indemnified Parties in Section 10), this Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.

(f) Relationship of the Parties: Nothing contained in these Terms shall be construed or deemed to create or establish any agency, partnership, joint venture, fiduciary relationship, employer-employee relationship, or other form of joint enterprise between you and Predictable Prompts. Neither party shall have, nor shall represent itself as having, any authority to contract for, act in the name of, or otherwise bind the other party in any manner whatsoever, except as may be expressly authorized in writing by such other party. This Agreement is not intended to, and does not, create any third-party beneficiary rights in any person or entity that is not a party to this Agreement.

(g) Force Majeure: Neither party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure, inability, or delay in fulfilling or performing any term or condition of this Agreement (excluding any obligations to make payments of fees due hereunder), when and to the extent such failure, inability, or delay is caused by or results from acts, events, occurrences, or circumstances beyond the impacted party’s (“Impacted Party”) reasonable control, including, without limitation, the following force majeure events (“Force Majeure Event(s)”): (a) acts of God, natural disasters (e.g., flood, fire, earthquake, hurricane, tornado, tsunami, landslide, volcanic eruption, or explosion); (b) war (declared or undeclared), invasion, hostilities, terrorist threats or acts, riot, insurrection, or other civil unrest or disturbance; (c) actions, embargoes, or blockades in effect on or after the date of this Agreement; (d) action by any governmental authority (such as a law, order, proclamation, regulation, ordinance, demand, or requirement of any governmental agency); (e) national or regional emergency, pandemics, or epidemics; (f) strikes, labor stoppages or slowdowns, or other industrial disturbances or disputes (whether or not involving the workforce of the Impacted Party); (g) significant disruption of telecommunications, internet service, or power supply not caused by the Impacted Party; (h) significant shortages of transportation facilities, fuel, energy, labor, or materials not caused by the Impacted Party; and (i) other similar events, occurrences, or circumstances beyond the reasonable control of the Impacted Party. The Impacted Party shall give prompt written notice (if practicable) to the other party of the Force Majeure Event, stating the nature of the event, the period of time the occurrence is expected to continue, and the anticipated impact on its performance. The Impacted Party shall use diligent, commercially reasonable efforts to end the failure or delay and to mitigate the effects of such Force Majeure Event. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. If the Impacted Party’s failure or delay remains uncured for a period of [Specify period, e.g., "thirty (30)"] consecutive days following written notice given by it under this Section, the other party may thereafter terminate this Agreement upon [Specify period, e.g., "ten (10)"] days’ written notice.

(h) Headings, Construction, and Interpretation: The section headings, titles, and captions used in these Terms are inserted for convenience of reference only and shall not be deemed to affect the meaning, construction, or interpretation of any provision of these Terms. The language used in this Agreement shall be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction shall be applied against any party. The words "include," "includes," and "including" when used in these Terms shall be deemed to be followed by the phrase "without limitation," unless the context clearly indicates otherwise. The word "or" is not exclusive and shall be construed to mean "and/or" unless the context clearly dictates otherwise. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Unless the context otherwise requires, references herein: (x) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof; (y) to a statute, law, regulation, or ordinance means such statute, law, regulation, or ordinance as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder; and (z) to a "Section," "Article," "Exhibit," or "Schedule" refer to a Section, Article, Exhibit, or Schedule of this Agreement, unless otherwise specified.

(i) Electronic Communications, Transactions, Notices, and Signatures: Your act of visiting the Website, sending emails to Predictable Prompts (including to contact@predictableprompts.com), and completing online forms constitutes your engagement in electronic communications. You hereby consent to receive electronic communications from Predictable Prompts, and you agree that all agreements, notices, disclosures, policies, records, and other communications that we provide or make available to you electronically, whether via email, by posting on the Website, or through other electronic means, satisfy any and all legal requirements that such communications be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES (WHERE APPLICABLE), CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO THE ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY PREDICTABLE PROMPTS OR VIA THE WEBSITE OR SERVICES. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original (non-electronic) signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means, to the fullest extent permitted by applicable law.

(j) Official Notices: All legal notices, requests, consents, claims, demands, waivers, and other formal communications required or permitted to be given by one party to the other under this Agreement (each, a "Notice") must be in writing and addressed to the respective parties as follows (or to such other email address as may be designated by the receiving party from time to time by providing Notice to the other party in accordance with this section). All Notices must be delivered by email (provided that a confirmation of transmission is obtained and, if concerning a material legal matter, followed by delivery via a nationally recognized overnight courier service with proof of delivery). Except as otherwise provided in this Agreement, a Notice is effective only (i) upon actual receipt by the receiving party (or refusal of delivery), and (ii) if the party giving the Notice has complied with the requirements of this Section.

Notices to Predictable Prompts shall be addressed exclusively via email to:
Predictable Prompts
Attn: Legal Department / Official Notices
Email: contact@predictableprompts.com (with subject line: "LEGAL NOTICE - [Your Company Name/Your Name]")

Notices to You shall be addressed as follows:
To the primary email address you have provided to Predictable Prompts in connection with your account or service engagement (if any), or as otherwise most recently communicated to us by you for such purposes.

14. Contact Information and Inquiries

If you have any questions, comments, concerns, or complaints regarding these Terms of Service, or if you wish to report any actual or suspected violations of these Terms, or if you require further information regarding the access to or use of the Website or the Services, please do not hesitate to contact Predictable Prompts through the following official channel:

Predictable Prompts
Attn: Legal Department / Terms of Service Inquiry
Email: contact@predictableprompts.com

Predictable Prompts will endeavor to respond to your inquiries in a timely and appropriate manner.