- PromptGate Terms of Service
Last updated: June 2026
Welcome to PromptGate. Please read the following terms carefully before using the Service so that you are aware of your legal rights and obligations with respect to Prompt Gate Ltd. (“PromptGate”, “we”, “our” or “us”). By (a) checking the box indicating your acceptance of this Agreement, (b) clicking “I agree”, “I accept”, “Sign up”, “Place Order”, “Submit Order” or any similar button or mechanism indicating assent, (c) executing, accepting or submitting an order form, service order, statement of work or other ordering document that references these Terms (whether electronically or otherwise), or (d) accessing or using the Service, in each case where such action indicates your acceptance of these Terms (the date of such occurrence being the “Effective Date”), you expressly acknowledge that you are entering into a legal agreement with us and agree to comply with, and be legally bound by, these terms of service (“Terms”). These Terms constitute a binding agreement between PromptGate and you (“Customer”, “you”, or “your”). You hereby waive any applicable rights to require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent not prohibited under applicable law. Customer may use the Service (as defined below) subject to these Terms.
IF YOU DO NOT ACCEPT THE TERMS, YOU MUST NOT CHECK ANY ACCEPTANCE BOX, CLICK “I AGREE/I ACCEPT/SIGN UP” “PLACE ORDER” OR ANY SIMILAR BUTTON OR MECHANISM, AND YOU ARE NOT AUTHORIZED TO ACCESS OR USE ANY PART OF THE SERVICE.
An individual entering into these Terms on behalf of an organization or employer represents that he or she has the right, authority, and capacity to act on behalf of, and bind, the Customer to these Terms.
These Terms apply to, and govern, the Order Form to which they are attached, hyperlinked, or otherwise incorporated by reference, as well as any click-through, online registration, or other online acceptance flow for the Service. “Order Form” means the applicable online order, checkout page, registration flow, or other ordering interface made available by PromptGate through its website, and accepted by Customer, which specifies the subscription plan selected by Customer, the applicable Subscription Scope, Subscription Term, and any related commercial terms.
- Subscription.
- Access Right. Subject to the terms and conditions of this Agreement, PromptGate hereby grants Customer a limited, worldwide, non-exclusive, non-sublicensable, non-transferable, and revocable right to either remotely access (i.e., on a SaaS basis) or install (as applicable) PromptGate’s data loss prevention and security platform for AI tools (the ”Service”) during the Subscription Term (as defined below), solely for Customer’s internal business purposes (collectively, the “Subscription”). Unless otherwise indicated, the term “Subscription” also includes any appliance and any manual or documentation provided or made available to Customer in connection with the operation of the Service (“Documentation”). Customer may use the Service and all content distributed or generated thereby solely in accordance with the subscription plan selected by Customer in the applicable Order Form, including all commercial terms and use limitations specified therein (the corresponding “Subscription Scope”), the Subscription Restrictions, and applicable laws and regulations.
- Access Right Requirements. Customer hereby grants PromptGate the right to access and interoperate with Customer’s environment solely during the Subscription Term as necessary in order to provide the Service to Customer. Customer acknowledges and agrees that provision of the Service is dependent on Customer’s provision of data and information, and access rights (including enabling integrations or connections with third-party services and accounts designated by Customer) reasonably requested by PromptGate and/or the Service. Customer hereby acknowledges and agrees that failure to provide such data, information and access in a complete and timely manner may affect PromptGate’s ability to provide certain functionalities within the Service. Customer is solely responsible for providing and maintaining, at its own expense, all equipment, systems, assets, connectivity, access, and ancillary goods and services required to access, install, operate, and use the Service, and for ensuring their compatibility with the Service and the applicable deployment model.
- Additional Purchases, Additional Services and Supplemental Terms. For clarity, the subscription right granted to Customer hereunder is limited to use of the Service in accordance with Customer’s Subscription Scope. PromptGate may, from time to time, in its sole discretion, introduce certain additional features or functionalities of the Service (“Additional Services”). Purchases of access to Additional Services and/or purchases of additional volume under the Subscription Scope may be made by Customer through PromptGate’s online offering, in each case in accordance with the pricing specified therein, and any use thereof shall be subject to these Terms. In addition, Customer’s use of Additional Services may be subject to supplemental terms made available through PromptGate’s online offering and/or the Service, as may be updated by PromptGate from time to time (“Supplemental Terms”). For clarity, (a) use of an Additional Service constitutes Customer’s acceptance of the applicable Supplemental Terms; (b) use of an Additional Service may be subject to additional Fees; and (c) PromptGate reserves the right to modify, suspend, discontinue, or replace any Additional Services.
- Users, Account Setup. The Service may be accessed solely by Customer or its employees who are explicitly authorized by Customer to use the Service for the benefit and on behalf of Customer (each, a “User”). To the extent applicable, in order to access the Service, Customer may be required to set up an administrative account with PromptGate by submitting the information requested in the applicable Service interface (“Account”). Customer warrants that all information submitted during the registration process is, and will thereafter remain, complete and accurate. Customer shall ensure that Users comply with the terms of this Agreement at all times and shall be responsible and liable for all activities that occur under or in the Account. Customer will ensure that all Users keep any applicable access credentials strictly confidential.. Customer shall be fully responsible and liable for any breach of this Agreement by a User. Any unauthorized access or use of the Service must be immediately reported to PromptGate. To the maximum extent permitted by applicable law, PromptGate may suspend or delete the Account at any time in the event of fraud, breach of this Agreement, or other misuse of the Service.
- Hosting. For SaaS deployments, the Service is hosted by a third-party hosting services provider selected by PromptGate (currently Amazon Web Services (AWS)) (“Hosting Provider”), and accordingly the availability of the Service shall be in accordance with the Hosting Provider's then-current uptime commitments. Subject to the options made available by PromptGate for the applicable Service, plan, and deployment model, Customer may have the ability to select the AWS region in which certain Customer data is retained and/or processed.
- Subscription Restrictions. As a condition to the Subscription, and except as expressly permitted otherwise under this Agreement, Customer shall not do, and shall not permit any User or third party to do, any of the following (in whole or in part): (a) copy, distribute, create public Internet links to, “frame,” or “mirror” the Service, or otherwise modify any part of the Service without PromptGate’s prior written authorization; (b) sell, assign, transfer, lease, rent, sublicense, or otherwise distribute or make available the Service to any third party (such as offering it as part of a time-sharing, outsourcing, or service bureau environment); (c) publicly perform, display, or communicate the Service; (d) modify, alter, adapt, arrange, or translate the Service; (e) decompile, disassemble, decrypt, reverse engineer, extract, or otherwise attempt to discover the source code or non-literal aspects (such as the underlying structure, sequence, organization, file formats, non-public APIs, ideas, or algorithms), model weights, or other underlying components of the Service; (f) remove, alter, or conceal any proprietary rights notices displayed on or in the Service; (g) circumvent, disable, or otherwise interfere with security-related or technical features or protocols of the Service; (h) make derivative works of the Service, or use it to develop, train, benchmark, improve, or support any service or product that is the same as, or substantially similar to, the Service; (i) store or transmit any robot, malware, Trojan horse, spyware, or similar malicious item intended, or that has the potential, to damage or disrupt the Service, or use or launch any automated system, including any “robot,” “spider,” or other automated means to access the Service other than through supported and authorized integrations; (j) take any action that imposes or may impose, as determined in PromptGate’s reasonable discretion, an unreasonable or disproportionately large load on the servers, network, bandwidth, or other cloud infrastructure that operate or support the Service, or otherwise systematically abuse or disrupt the integrity of such servers, network, bandwidth, or infrastructure; (k) use any open source, copyleft, or similar software, or combine the Service with any such software in a manner, that would require the disclosure of any source code of the Service to any third party; or (m) use the Service in violation of applicable law, third-party rights, or any terms applicable to third-party systems or third-party AI models connected to the Service (collectively, the “Subscription Restrictions”).
- Third Party Components. The Service may include and distributed with third-party open source software, files, libraries, or components that are subject to applicable open source license terms. A list of such components will be provided upon request and may be updated from time to time by PromptGate. If there is a conflict between any applicable open source license and these Terms, the open source license will prevail solely with respect to the relevant open source software. PromptGate provides all such open source software on an “as is” basis and makes no warranties or indemnities with respect thereto.
- Artificial Intelligence. PromptGate uses artificial intelligence (“AI”), technology, tools and systems in connection with the Service. Customer acknowledges that such technology is rapidly evolving and may produce inaccurate or unexpected outputs and results. Any content or results generated by the Service are provided on an “AS IS” and “AS AVAILABLE” basis. Customer is solely responsible for configuring and maintaining the Service and for ensuring that its configurations, instructions, and use of the Service comply with applicable law and Customer’s internal requirements. Customer remains solely responsible for any decisions or actions taken in reliance on, or in response to, any alerts, flags, classifications, detections, recommendations, or other reports or outputs generated by the Service, and shall not rely on the Service as a substitute for human judgment.
- Subscription Fees.
- Subscription Plans. Customer may subscribe to the Service under any subscription plan or term then made available by PromptGate through its website (currently, the “Starter” plan or the “Pro” plan), as selected by Customer in the applicable Order Form. The applicable plan, term, features, functionalities, usage entitlements, Subscription Scope, and Fees (if any) shall be as set forth in the applicable Order Form or PromptGate’s online offering.
- Fees. Except to the extent the Service or any portion thereof is expressly made available free of charge, access to and use of the Service is subject to the payment of the applicable fees specified in the applicable Order Form or PromptGate’s then-current online offering (“Fees”). Unless otherwise specified by PromptGate (for example, in a custom quote), Fees are payable in advance and shall be determined in accordance with the pricing page made available through PromptGate’s website (“Price List”). PromptGate may offer discounts, promotional pricing, or free-of-charge access from time to time, in its sole discretion, and any such offering may be modified or discontinued at any time. PromptGate may also change its Price List, payment terms, billing cycle, or chargeable features upon prior notice to Customer, including by email or through the Service or website, and such changes shall take effect on the date specified in the notice. If Customer does not agree to such changes, Customer must cease using the affected paid Service before such changes take effect.
- Payment Terms. Unless otherwise specified in the applicable Order Form: (a) all Fees are stated in U.S. Dollars and payable in advance in accordance with the applicable billing cycle; (b) all payments are non-cancellable and non-refundable, and are exclusive of all taxes, duties, levies, and similar charges, all of which shall be borne by Customer; and (c) any overdue amount shall accrue interest from the due date until paid in full at the lesser of one and a half percent (1.5%) per month and the maximum rate permitted by applicable law.
- Billing and Payment Processing. Fees may be paid using any payment method accepted by PromptGate or its third-party payment processors. PromptGate may use third-party payment processors, and Customer’s payments may be subject to the applicable processor terms. Customer authorizes PromptGate, its affiliates, and its payment processors to charge and collect all Fees and other amounts due under this Agreement using Customer’s designated payment method, and to take any actions reasonably required to validate or update payment details and ensure collection.
- Subscription Scope Monitoring. PromptGate may monitor Customer’s use of the Service to verify compliance with this Agreement and the applicable Order Form, including the applicable Subscription Scope. Customer is responsible for ensuring that its use of the Service remains within the applicable plan, term, and Subscription Scope, and PromptGate may charge Customer for any excess usage in accordance with the applicable Order Form or PromptGate’s then-current pricing.
- Intellectual Property Rights. As between the parties, PromptGate (and/or its licensors, as applicable) is, and shall remain, the sole and exclusive owner of all right, title, and interest (including all intellectual property rights) in and to the Service, including the software, design, graphics, interactive features, Documentation, dashboards, models, and services, and all reproductions, corrections, modifications, enhancements, derivative works, and improvements thereto, regardless of inventorship or authorship. Nothing herein constitutes a waiver of PromptGate’s intellectual property rights under any applicable law. If Customer provides PromptGate with any feedback, whether orally or in writing (e.g., questions, comments, suggestions, or reports) regarding the Service (“Feedback”), such Feedback shall be deemed the exclusive property of PromptGate, and Customer hereby irrevocably assigns to PromptGate all right, title, and interest, including all intellectual property rights, in and to such Feedback, and waives any and all moral rights therein, to the extent permitted by applicable law. Feedback shall be deemed PromptGate’s Confidential Information. PromptGate is under no obligation to implement or otherwise use any Feedback and may use such Feedback at its sole discretion.
- Customer Data
- Customer Data. The Service may permit Customer, or anyone acting on Customer’s behalf (including Users), to submit, upload, transmit, or otherwise make available data to PromptGate via the Service (“Customer Data”). As between Customer and PromptGate, and subject to PromptGate’s underlying rights in the Service, Customer retains all right, title, and interest in and to the Customer Data. Customer is solely responsible for all Customer Data and warrants, represents, and covenants that: (a) no Customer Data infringes, misappropriates, or otherwise violates any rights of any person or entity or any applicable law, rule, or regulation; (b) Customer owns or has obtained and will maintain all rights, consents, permissions, and other legal bases necessary to provide the Customer Data and to grant the rights and licenses set forth in these Terms; and (c) no processing of Customer Data by PromptGate, its affiliates, or its service providers in accordance with these Terms will violate any law, proprietary right, privacy right, or other third-party right. Customer will ensure that personal data or other personally identifiable information is included in Customer Data only to the extent necessary for Customer’s use of the Service, and that such use complies with applicable law, including any required notice and consent requirements.
- Customer Data Restrictions. Customer shall not, and shall not permit any User or third party to, submit, upload, transmit, or otherwise make available through the Service any Customer Data that violates these Terms, applicable law, or third-party rights. PromptGate may, in its sole discretion, remove or disable access to any Customer Data, and suspend or terminate access to the Service, in whole or in part, if it reasonably suspects a violation of this Section or determines such action is necessary for security, legal, or regulatory reasons. To the maximum extent permitted by law, PromptGate shall have no liability for any Customer Data, including its accuracy, legality, or Customer’s failure to obtain the necessary rights.
- Customer Data Backup. The Service is not intended to serve as a data storage, backup, or archiving service, and Customer will not rely on it for such purposes. The Service may permit Customer to configure whether logs of inputs, prompts, outputs, and related activity are retained, and the applicable retention period, subject to the capabilities of the applicable deployment model and plan. Customer is solely responsible for selecting its logging and retention settings, determining what Customer Data should be retained, ensuring that such settings comply with applicable law and Customer’s internal policies, and maintaining backups and other safeguards for its Customer Data. Customer retains all right, title, and interest in its Customer Data and represents that it has obtained all required third-party consents for any third-party data included therein.
- License in Customer Data. By submitting the Customer Data to PromptGate, Customer hereby grants PromptGate and its affiliates a worldwide, non-exclusive, royalty-free right and license during the Subscription Term to access, use, host, store, copy, reproduce, transmit, process, modify, display, and otherwise use the Customer Data as necessary or useful to provide, administer, secure, monitor, support, enforce, and improve the Service and related business operations, to prevent or address technical, support, fraud, security, or misuse issues, and to comply with applicable law or enforce these Terms.
- Analytics Data. Customer acknowledges that PromptGate may collect and process data regarding Customer’s and its Users’ access to and use of the Service, including technical logs, usage data, and operational metrics, for its internal business purposes, including to provide, operate, secure, support, enforce, and improve the Service and comply with applicable law. PromptGate may also generate and use aggregated, anonymized, and/or de-identified data, analytics, benchmarks, and insights derived from the use of the Service or Customer Data, so long as such information does not identify Customer, any User, or any individual (collectively, “Analytics Data”). As between the parties, Analytics Data is PromptGate’s exclusive property and may be used for any lawful business purpose, including product development, service improvement, benchmarking, statistical analysis, and publication of industry trends, reports, and summaries.
- Privacy and Personal Data. PromptGate’s privacy policy is available at: https://promptgate.com/privacy-policy (“Privacy Policy”). To the extent PromptGate processes personal information on Customer’s behalf as a processor and/or service provider, as applicable, in connection with the Service, such processing shall be governed by PromptGate’s Data Processing Agreement (“DPA”), available at: https://promptgate.com/Data-Processing-Agreement. The Privacy Policy and the DPA form part of these Terms and are hereby incorporated by reference. In the event of a conflict between the DPA and these Terms with respect to such processing, the DPA shall control.
- Confidentiality. “Confidential Information” means any information disclosed by or on behalf of one party (“Discloser”) to the other party (“Recipient”) pursuant to these Terms that is marked as confidential or otherwise should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure. Without limiting the foregoing, the Service is PromptGate’s Confidential Information. Confidential Information does not include any information that: (i) is or becomes generally known and available to the public through no act or omission of the Recipient; (ii) was already in the Recipient’s possession, without a duty of confidentiality owed to the Discloser, at the time of the Discloser’s disclosure; (iii) is lawfully obtained by the Recipient from a third party that has the right to make such disclosure; or (iv) is independently developed by the Recipient without breach of an obligation owed to the Discloser. The Recipient may use the Discloser’s Confidential Information solely to perform its obligations or exercise its rights under these Terms. Except as set forth in the immediately following sentence, the Recipient will not disclose the Discloser’s Confidential Information to any third party, except to its employees, consultants, affiliates, agents, and subcontractors having a need to know such information for purposes of this Agreement and who are bound by confidentiality obligations at least as protective as those set forth herein. The Recipient may disclose the Discloser’s Confidential Information to the extent required by law or by order of a court or similar judicial or administrative body, provided that it notifies the Discloser of such required disclosure, unless prohibited by law, to enable the Discloser to seek a protective order or otherwise prevent or restrict such disclosure. All right, title, and interest in and to Confidential Information are and will remain the sole and exclusive property of the Discloser. The Recipient will use no less than reasonable care to protect the Discloser’s Confidential Information from unauthorized access, use, or disclosure. Notwithstanding anything to the contrary in this Agreement, PromptGate’s obligations with respect to Customer Data are solely as set forth in Section 7.
- Warranties. Each party represents and warrants that it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation or organization, and that the execution and performance of these Terms will not conflict with any other agreement to which it is bound or violate applicable law. PromptGate represents and warrants that, under normal authorized use, the Service shall substantially perform in conformity with the Documentation. As Customer’s sole and exclusive remedy, and PromptGate’s sole liability, for breach of this warranty, PromptGate shall use commercially reasonable efforts to repair the Service; provided that, for any on-premises deployment, PromptGate’s repair and support obligations are subject to Customer providing timely access to its applicable environment or systems, and other reasonably required cooperation. This warranty shall not apply if the failure of the Service results from, or is otherwise attributable to: (i) repair, maintenance, or modification of the Service by persons other than PromptGate or its authorized contractors; (ii) accident, negligence, abuse, or misuse of the Service; (iii) use of the Service other than in accordance with the Documentation and these Terms; or (iv) the combination of the Service with equipment or software not authorized or provided by PromptGate.
- DISCLAIMERS. OTHER THAN AS EXPRESSLY SET FORTH IN SECTION 9, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE AND THE RESULTS THEREOF ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. PROMPTGATE DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SUITABLE FOR EVERY CUSTOMER USE CASE. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 9, PROMPTGATE EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. PROMPTGATE WILL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, OR SERVICE ISSUES CAUSED BY THE INTERNET, ELECTRONIC COMMUNICATIONS, OR OTHER THIRD-PARTY NETWORKS. THE SERVICE IS ADVISORY IN NATURE. CUSTOMER ACKNOWLEDGES THAT ARTIFICIAL INTELLIGENCE-RELATED TECHNOLOGIES, INCLUDING THIRD-PARTY MODELS, MAY PRODUCE INACCURATE OR INCOMPLETE RESULTS, AND PROMPTGATE DOES NOT WARRANT THAT THE SERVICE WILL SUCCESSFULLY DETECT, BLOCK, PERMIT, CLASSIFY, FILTER, OR LOG ANY PARTICULAR PROMPT, OUTPUT, DATA ELEMENT, ACTIVITY, SECURITY EVENT, OR POLICY VIOLATION, OR THAT USE OF THE SERVICE WILL ENSURE COMPLIANCE WITH ANY LAW, REGULATION, INDUSTRY STANDARD, SECURITY FRAMEWORK, OR INTERNAL POLICY. EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, THE PRIVACY POLICY, OR THE DPA, PROMPTGATE MAKES NO REPRESENTATION OR WARRANTY REGARDING THE SECURITY OF ANY INFORMATION OR DATA PROVIDED THROUGH THE SERVICE. ANY REPORTS, OUTPUTS, OR RECOMMENDATIONS GENERATED BY OR THROUGH THE SERVICE (INCLUDING THROUGH INTEGRATED ARTIFICIAL INTELLIGENCE OR THIRD-PARTY TOOLS) ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND ARE NOT, AND ARE NOT INTENDED TO BE, LEGAL, COMPLIANCE, SECURITY, OR OTHER PROFESSIONAL ADVICE. CUSTOMER REMAINS RESPONSIBLE FOR REVIEWING AND DETERMINING WHETHER TO RELY ON OR ACT UPON ANY REPORTS, OUTPUTS, OR RECOMMENDATIONS.
- LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (I) PROMPTGATE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, BUSINESS, ANTICIPATED SAVINGS, DATA, DATA USE, GOODWILL, OR REPUTATION, OR ANY INTERRUPTION OF BUSINESS, NETWORKS, OR INFORMATION SYSTEMS, OR THE COST OF PROCURING ANY SUBSTITUTE GOODS OR SERVICES, IN EACH CASE ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE USE OF, OR INABILITY TO USE, THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; (II) PROMPTGATE’S MAXIMUM AGGREGATE LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL IN NO EVENT EXCEED THE LESSER OF (A) THE TOTAL AMOUNTS ACTUALLY PAID TO PROMPTGATE BY CUSTOMER IN THE THREE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) $10,000; AND (III) ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATING TO THE SERVICE OR THIS AGREEMENT MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER THE DATE ON WHICH SUCH CLAIM OR CAUSE OF ACTION AROSE, OR IT SHALL BE DEEMED IRREVOCABLY WAIVED AND TIME-BARRED. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT. FOR CLARITY, THE LIMITATIONS IN THIS SECTION DO NOT APPLY TO PAYMENTS DUE TO PROMPTGATE UNDER THIS AGREEMENT. THE FOREGOING EXCLUSIONS AND LIMITATIONS SHALL APPLY REGARDLESS OF THE THEORY OR BASIS OF LIABILITY, EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
- Indemnity. To the maximum extent permitted by law, you agree to defend, indemnify and hold harmless PromptGate and our affiliates, respective officers, directors, employees and agents from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney’s fees) arising from: (i) your use of, or inability to use, the Service; (ii) Customer Data; (iii) your interaction with any Service customer, AI model provider, or other third party service; and/or (iv) any breach of these Terms, any violation of applicable laws and/or any infringement, misappropriation or breach of third party rights.
- Term and Termination.
- Term. This Agreement commences on the Effective Date and, unless earlier terminated in accordance with these Terms, shall continue for the subscription term specified in the applicable Order Form, or, if no subscription term is specified therein, the applicable billing cycle selected by Customer (the “Subscription Term”). Unless otherwise specified in the applicable Order Form or PromptGate’s online offering, the Subscription Term shall automatically renew for successive renewal terms equal in length to the then-current Subscription Term unless either party provides notice of non-renewal at least 30 days prior to the end of the then-current Subscription Term.
- Termination. Customer may terminate these Terms and its Subscription at any time, with or without reason, by cancelling its Subscription through the Service. Such cancellation will take effect at the end of the then-current billing cycle. PromptGate may, at its sole discretion, terminate this Agreement and/or Customer’s Subscription, or any part thereof, immediately at any time, with or without cause, including, without limitation, for a breach of this Agreement or if the Service, any portion thereof, or any third-party service integrated with or used in connection with the Service is discontinued or no longer made available by PromptGate or the applicable third-party provider. If the Service is completely discontinued by PromptGate pursuant to this Section during a paid Subscription Term, PromptGate will provide Customer with a pro rata refund of any prepaid Fees for the remainder of such paid Subscription Term, calculated from the effective date of termination.
- Suspension. PromptGate reserves the right to temporarily suspend Customer’s access to the Service: (a) if Customer is overdue on any payment; (b) if PromptGate deems such suspension necessary as a result of Customer’s breach of the Subscription Restrictions; (c) if PromptGate reasonably determines that suspension is necessary to avoid material harm to PromptGate or its other customers, including if the Service’s cloud infrastructure is experiencing denial-of-service attacks or other attacks or disruptions outside of PromptGate’s control; or (d) as required by law or at the request of governmental authorities.
- Effect of Termination; Survival. Upon termination of this Agreement for any reason: (a) the Subscription shall automatically terminate; (b) Customer shall cease all access to and use of the Service and shall, if applicable, remove the applicable Service from all hard drives, networks and other storage media and destroy all copies of the applicable Service in Customer’s possession or under Customer’s control, and, to the extent requested by PromptGate, provide a certification to that effect within ten (10) business days; and (c) Customer shall, as directed by PromptGate, permanently erase and/or return all Confidential Information of PromptGate in Customer’s possession or control. Following termination, all outstanding Fees and other charges accrued as of the effective date of termination shall become immediately due and payable, and, if necessary, PromptGate shall issue a final invoice therefor. The provisions of this Agreement that by their nature should survive termination of this Agreement, including Sections 6, 8, 10, 11, 12, and 14, shall survive. Termination shall not affect any rights and obligations accrued as of the effective date of termination. PromptGate will, upon Customer’s request, permanently delete any Customer Data contained in the Account, and may in any event permanently delete any Customer Data contained in the Account at any time following such thirty (30)-day period.
- Miscellaneous. This Agreement, together with any Order Form, exhibits, and documents incorporated herein by reference, represents the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous oral or written understandings and statements relating thereto. Except as otherwise expressly set forth in these Terms, this Agreement may be amended by PromptGate in accordance with these Terms or by a written agreement between Customer and PromptGate. The failure of either party to enforce any rights hereunder or to take action against the other party in the event of any breach shall not be deemed a waiver of such rights as to subsequent enforcement or future breaches. Any waiver granted hereunder must be in writing. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect, and such provision shall be reformed only to the extent necessary to make it enforceable. Customer hereby agrees that (i) PromptGate may use Customer’s name and logo to identify Customer as a customer of PromptGate or user of the Service on PromptGate’s website, presentations, marketing materials, or otherwise; and (ii) Customer, to the extent requested by PromptGate, shall use commercially reasonable efforts to respond to communications it receives from PromptGate’s prospective customers. Following termination of this Agreement, Customer may request that PromptGate remove such customer reference. Except as otherwise stated herein, this Agreement is for the sole benefit of the parties hereto, and nothing herein, express or implied, shall give, or be construed to give, any rights hereunder to any other person. Customer may not assign, delegate, or transfer this Agreement or any of its rights or obligations hereunder, or its Account, in any way, whether by operation of law or otherwise, without PromptGate’s prior written consent. PromptGate may transfer, assign, or delegate these Terms and its rights and obligations hereunder without Customer’s consent. Subject to the foregoing, this Agreement will bind and benefit each party and its respective successors and permitted assigns. This Agreement shall be governed by and construed in accordance with the laws of the State of Israel, without regard to its conflict of laws principles. The competent courts in Tel Aviv, Israel shall have exclusive jurisdiction over any disputes arising out of or in connection with these Terms. These Terms do not, and shall not be construed to, create any relationship of partnership, joint venture, employer-employee, agency, or franchisor-franchisee between the parties. Neither party has any authority to enter into agreements of any kind on behalf of the other party. PromptGate will not be liable for any delay or failure to provide the Service resulting from circumstances or causes beyond PromptGate’s reasonable control, including strikes, shortages, riots, insurrection, fires, floods, storms, explosions, acts of God, war, actions of governmental or quasi-governmental authorities, acts of terrorism, earthquakes, power outages, pandemics, epidemics, or similar regional health crises. Notices to either party shall be deemed given: (a) on the same business day, if sent by email before 13:00 local time at the recipient’s location and the sender receives confirmation of transmission; or (b) on the next business day, if sent after such time and the sender receives confirmation of transmission.
Last updated: June 2026