This is a license agreement between you and Prompthives that explains how you can use prompts that you license from Prompthives (hereinafter “prompts” or “content”). By downloading / copying content from Prompthives, you accept the terms of this agreement.

1.Licenses offered by Prompthives

Prompthives offers two types of licenses: standard and extended. Every prompt downloaded or copied from Prompthives comes with a standard license. An extended license gives you additional rights in exchange for an additional license fee. Unless you purchase an extended license, your use of content is subject to the standard license terms.

You can license prompts from Prompthives after payment.

If applicable, you are welcome to use watermarked content from the Prompthives site on a complimentary basis for test or sample layout (composite) use only. Watermarked content cannot be used in any final materials or any publicly available materials and may only be used for the 30 days following download.

2.Use of licensed content

You may use content in any way that is not restricted (see Restricted Uses below). Subject to those restrictions and the rest of the terms of this agreement, the rights granted to you by Prompthives are:

Perpetual, meaning there is no expiration or end date on your rights to use the content downloaded during your agreement.

Non-exclusive, meaning that you do not have exclusive rights to use the content. Prompthives can license the same content to other customers.

Worldwide, meaning content can be used in any geographic territory.

Unlimited, meaning you can use the content in an unlimited number of projects and in any media.

For purposes of this agreement, "use" means to copy, reproduce, modify, edit, synchronize, perform, display, broadcast, publish, or otherwise make use of.

Examples of how you can use licensed prompts include: for different MidJourney or ChatGPT commands that will grant great results with these AI tools in the end. Prompts are available for different topics from educational to technical or related to art and design.

Please make sure you read the Restricted Uses section for exceptions.

3.Restricted Uses

a.No Unlawful Use. You may not use content, including indirectly, in a pornographic, defamatory or other unlawful manner or for this purpose, or in violation of any applicable regulations or industry codes.

b. No Commercial Use of "Editorial Use Only" Content. You may not use content marked "editorial use only" for any commercial, promotional, advertorial, endorsement, advertising, gambling/betting/gaming uses or merchandising purpose. This type of content is not model or property released and is primarily intended to be used for editorial purposes, meaning descriptive purposes such as news reporting and discussion of current events or other human interest topics (for example, in a blog, textbook, newspaper or magazine article).

c. No Standalone File Use. You may not use content in any way that allows others to download, extract, or redistribute content as a standalone file (meaning just the content file itself, separate from the project or end use).

d. No Use in Registration of Copyright. Unless you purchase a custom license, you may not use prompt (in whole or in part) as the distinctive or distinguishing feature of any registration of the copyright, trademark, tradename or business name. Additionally, you shall not be entitled to register (in any jurisdiction) such content (in whole or in part) as a copyright, trademark, tradename or business name or rely on any such registrations, prior use, and/or accrued goodwill to prevent any third party use of the content or any similar content (including by us, our customers, or the copyright owner of such content).

e. No False Representation of Authorship. You may not falsely represent that you are the original creator of an end use that is made up largely of licensed content.

4.Right to use the licensed content

The rights granted to you are non-transferable and non-sublicensable, meaning that you cannot transfer or sublicense them to anyone else. There are two exceptions:

Employer or client. If you are purchasing on behalf of your employer or client, then your employer or client can use the content. In that case, you represent and warrant that you have full legal authority to bind your employer or client to the terms of this agreement. If you do not have that authority, then your employer or client may not use the content.

Subcontractors. You may allow subcontractors (for example, your printer or mailing house) or distributors to use content in any production or distribution process related to your final project or end use. These subcontractors and distributors may not use the content for any other purpose.

Please note that seat/user restrictions apply. You may only use the content with the appropriate amount of users, as explained in Section 5 below.

5.Seat & user license restrictions

The standard license is for a single user. The seat/user restrictions refer to the raw file of content, not the end project or use.

If you licensed the content with credits, this means that you may share content within your single legal entity but the content may only be available to one person at any one time.

6.User Accounts

You will be responsible for tracking all activity for each user account, and you agree to: (1) maintain the security of all passwords and usernames; (2) notify Prompthives immediately of any unauthorized use or other breach of security; and (3) accept all responsibility for activity that occurs under each user account. Prompthives reserves the right to monitor downloads and user activity to ensure compliance with the terms of this agreement. If Prompthives determines that you are in breach of this or any other term of this agreement, it may suspend access to your account and seek further legal remedies.

7.Intellectual property rights

Who owns the content?

All of the licensed content is owned by either Prompthives or the authors (the approved users) who supply the content. All rights not expressly granted in this agreement are reserved by Prompthives and the content suppliers.

8.Termination/Cancellation/Withdrawal.

8.1Termination.

This agreement is effective until it is terminated by either party. You can terminate this agreement by ceasing use of the content and deleting or destroying any copies. Prompthives may terminate this agreement at any time if you fail to comply with any of the terms, in which case you must immediately: cease using the content; delete or destroy any copies; and, if requested, confirm to Prompthives in writing that you have complied with these requirements.

Social Media Termination. If you use the content on a social media platform or other third-party website and the platform or website uses (or announces that it plans to use) the content for its own purpose or in a way that is contrary to this agreement, this agreement shall immediately terminate.

8.2 Refunds/Cancellation.

File Download Refunds - Prompthives does not offer refunds for downloaded prompts. File returns will only be considered based on technical issues with the prompts at the sole discretion of Prompthives

All requests for refunds/cancellations must be made in writing. If the request is approved, Prompthives will reimburse to your account or credit card. In the event of cancellation, your rights to use the content terminate, and you must delete or destroy any copies of the content.

8.3 Content Withdrawal.

Prompthives may discontinue licensing any item of content at any time in its sole discretion. Upon notice from Prompthives, or upon your knowledge, that any content may be subject to a claim of infringement of a third party's right for which Prompthives may be liable, Prompthives may require you to immediately, and at your own expense: cease using the content, delete or destroy any copies; and ensure that your clients, distributors and/or employer do likewise. Prompthives will provide you with replacement content (determined by Prompthives in its reasonable commercial judgment) free of charge, subject to the other terms of this agreement.

9.Representations and Warranties.

Prompthives makes the following representations and warranties:

a. Warranty of Non-Infringement. Except with respect to content identified as "editorial use only," your use of the content in accordance with this agreement and in the form delivered by Prompthives will not infringe on any copyright, moral right, trademark or other intellectual property right and will not violate any right of privacy or right of publicity; and all necessary model and/or property releases for use of the content in the manner authorized by this agreement have been obtained. Note that you are solely responsible for any edits made to the content.

b. "Editorial Use Only" Warranty Disclaimer. For content identified as "editorial use only," Prompthives warrants that the content will not infringe on any copyright or moral right of the author, but it does not grant any right or make any warranty with regard to the use of names, people, trademarks, etc. depicted or contained in the content. In such cases, you are solely responsible for determining whether release(s) is/are required in connection with your proposed use of the content identified as "editorial use only," and you are solely responsible for obtaining such release(s). You acknowledge that no releases are generally obtained for content identified as "editorial use only," and that some jurisdictions provide legal protection against a person's property being used for commercial purposes when they have not provided a release.

c. Caption/Metadata Disclaimer. While we have made reasonable efforts to correctly categorize, keyword, caption and title the content, Prompthives does not warrant the accuracy of such information, or of any metadata provided with the content.

d. No Other Warranties. Except as provided in the "warranty of non-infringement" section above, the content is provided "as is" without representation, warranty or condition of any kind, either express or implied, including, but not limited to, implied representations, warranties or conditions of merchantability, or fitness for a particular purpose. Prompthives does not represent or warrant that the content will meet your requirements or that its use will be uninterrupted or error free.

10.Indemnification/Limitation of Liability.

a.Indemnification of Prompthives by you. You agree to defend, indemnify and hold harmless Prompthives and its parent, subsidiaries, affiliates, and content suppliers, and each of their respective officers, directors and employees from all damages, liabilities and expenses (including reasonable legal costs including attorney fees) arising out of or in connection with any breach or alleged breach by you (or anyone acting on your behalf) of any of the terms of this agreement.

b. Indemnification of you by Prompthives. Provided that the content is only used in accordance with this agreement and you are not otherwise in breach of this agreement, and as your sole and exclusive remedy for any breach of the warranties set forth in Section 9(a) above, Prompthives agrees, subject to the terms of this Section 10, to defend, indemnify and hold harmless you, your corporate parent, subsidiaries and affiliates, and each of your respective officers, directors and employees from all damages, liabilities and expenses (including reasonable legal costs including attorney fees) arising out of or in connection with any breach or alleged breach by Prompthives of its warranty in Section 9(a) above. This indemnification does not apply to the extent any damages, costs or losses arise out of or are a result of modifications made by you to the content or the context in which the content is used by you. This indemnification also does not apply to your continued use of content following notice from Prompthives, or upon your knowledge, that the content is subject to a claim of infringement of a third party's right.

Extended Legal Guarantee. Unless you purchase an extended license, Prompthives's total maximum aggregate liability (meaning the total amount Prompthives is responsible for, whether under this agreement or any other agreement for the same content) is limited to 1,000 EUR per item of content. This limit applies regardless of the number of times you license the same piece of content from Prompthives. Under an extended license, this amount is increased to 2500 EUR per item of content. If you need a higher indemnification amount, please contact Prompthives.

a. The party seeking indemnification must promptly notify in writing the other party about the claim. The indemnifying party (the one covering the costs) has the right to assume the handling, settlement or defense of any claim or litigation, in which case the indemnified party (the one not covering the costs) has to cooperate in any way reasonably requested by the indemnifying party. The indemnifying party will not be liable for legal costs including attorney fees and other costs incurred prior to the other party giving notice of the claim for which indemnity is sought.

b. Limitation of Liability. Prompthives WILL NOT BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR OTHER SIMILAR DAMAGES, COSTS OR LOSSES ARISING OUT OF THIS AGREEMENT, EVEN IF Prompthives HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY.

11.General Provisions.

a.Assignment. This agreement is personal to you and is not assignable by you without Prompthives's prior written consent. Prompthives may assign this agreement, without notice or consent, to any corporate affiliate or to any successor in interest, provided that such entity agrees to be bound by these terms.

b. Audit/Certificate of Compliance. Upon reasonable notice, you agree to provide to Prompthives sample copies of projects or end uses that contain licensed content, including by providing Prompthives with free of charge access to any pay-walled or otherwise restricted access website or platform where content is reproduced. In addition, upon reasonable notice, Prompthives may, at its discretion, either through its own employees or through a third party, audit your records directly related to this agreement and your use of licensed content in order to verify compliance with the terms of this agreement. If any audit reveals an underpayment by you to Prompthives of five percent (5%) or more of the amount you should have paid, then in addition to paying Prompthives the amount of the underpayment, you also agree to reimburse Prompthives for the costs of conducting the audit. Where Prompthives reasonably believes that content is being used outside of the scope of the license granted under this agreement, you agree, at Prompthives's request, to provide a certificate of compliance signed by an officer of your company, in a form to be approved by Prompthives.

c. Electronic storage. You agree to retain the copyright symbol, the name of Prompthives, the content's identification number and any other information that may be embedded in the electronic file containing the original content in case the prompt is sent in the file, and to maintain appropriate security to protect the content from unauthorized use by third parties. You may make one (1) copy of the content file for back-up purposes in case the prompt is sent in the file.

d. Governing Law/Arbitration. This agreement will be governed by the laws of Cyprus, without reference to its laws relating to conflicts of law. Any disputes arising from or related to this agreement shall be finally settled by binding, confidential arbitration by a single arbitrator selected using the rules and procedures for arbitrator selection under the JAMS' Expedited Procedures in its Comprehensive Arbitration Rules and Procedures ("JAMS") if you are in North America, or of the International Centre for Dispute Resolution ("ICDR") or JAMS if you are outside of North America (the applicable rules to be at your discretion), in effect on the date of the commencement of arbitration to be held in one of the following jurisdictions (whichever is closest to you): New York, New York; London, England; Paris, France; Munich, Germany; Madrid, Spain; Milan, Italy; Sydney, Australia; Tokyo, Japan; or Singapore. The arbitration proceedings shall be conducted in English and all documentation shall be presented and filed in English. The decision of the arbitrator shall be final and binding on the parties, and judgment may be entered on the arbitration award and enforced by any court of competent jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not govern this agreement. The prevailing party shall be entitled to recover its reasonable legal costs including attorney fees relating to that aspect of its claim or defense on which it prevails, and any opposing costs awards shall be offset. Notwithstanding the foregoing, Prompthives shall have the right to commence and prosecute any legal or equitable action or proceeding before any court of competent jurisdiction to obtain injunctive or other relief against you in the event that, in the opinion of Prompthives, such action is necessary or desirable to protect its intellectual property rights. The parties agree that, notwithstanding any otherwise applicable statute(s) of limitation, any arbitration proceeding shall be commenced within two years of the acts, events or occurrences giving rise to the claim.

e. Severability. If one or more of the provisions in this agreement is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions should not be affected. Such provisions should be revised only to the extent necessary to make them enforceable.

f. Waiver. No action of either party, other than express written waiver, may be construed as a waiver of any provision of this agreement.

g. Entire Agreement. No terms of conditions of this agreement may be added or deleted unless made in writing and accepted in writing by both parties, or issued electronically by Prompthives and accepted in writing by you. In the event of any inconsistency between the terms of this agreement and the terms contained on any purchase order sent by you, the terms of this agreement will apply.

h. Notice. All notices required to be sent to Prompthives under this agreement should be sent via email to wecare@prompthives.com. All notices to you will be sent via email to the email set out in your account.

i. Taxes. You agree to pay and be responsible for any and all sales taxes, use taxes, value added taxes and duties imposed by any jurisdiction as a result of the license granted to you, or of your use of the licensed content.

j. Interest on Overdue Invoices. If you fail to pay an invoice in full within the time specified, Prompthives may add a service charge of 5% per month, or such lesser amount as is allowed by law, on any unpaid balance until payment is received.

k. Licensing Entity. The licensing entity under this agreement is Cnrtech Services Limited.

Version from August 2023