Terms

Welcome to MAIDEPOT!

These Terms of Use ("Terms") apply when you use the products and services of MAIDEPOT, Inc or our affiliates, including our application programming interface, software, tools, developer services, data, documentation, and website ("Services"). The Terms include our Service Terms, Usage Policies, and other documentation, guidelines, or policies we may provide in writing. By using our Services, you agree to these Terms. Our Privacy Policy explains how we collect and use personal information.

1. Registration and Access

If you are under 18, you shall not use the Services. Additionally, if you are using the Services on behalf of another person or entity, you must have the authority to accept the Terms on their behalf. During the registration process, it is essential that you provide accurate and complete information. Your access credentials and account should not be shared with anyone outside of your organization, and you are responsible for all activities that take place using your credentials.

a) Your access and use of the Services are subject to these Terms, and we grant you a limited, non-exclusive, revocable, non-transferable, and non-sublicensable right to make use of the Services. You are responsible for ensuring that you comply with these Terms and all applicable laws when using the Services. Our affiliates and we retain all rights, title, and interest in and to the Services.

b) We value feedback and appreciate comments, ideas, proposals, and suggestions for improvements. If you provide any of these, we may use them without restriction or compensation to you.

(c) Similarity of Content. As a result of the nature of machine learning, Output may not be unique across different users, and the Services may generate the same or similar output for each prompts. Therefore, responses that are generated for other users are not considered your Content.

2. Content

(a) Prompt Ownership. Users retain all ownership rights to the Prompts they create through the Service. By choosing to share and sell a Prompt on the platform, Users grant the Company a non-exclusive, royalty-free, worldwide license to use, display, distribute, and sublicense the Prompt for the purpose of providing the Service, for the duration of the Service. You are responsible for ensuring that your Prompt does not violate any applicable laws or these Terms and that you have the necessary rights to the Prompt contents you provide to the Services.

(b) Content Ownership. You are permitted to provide input to the Services, and in return, the Services generate and return output based on your input. This input and output, collectively known as Content, are owned by you. MAIDEPOT assigns to you all rights, title, and interest to Output, subject to your compliance with these Terms. MAIDEPOT may use Content as necessary to provide and maintain the Services, generate the MAIDEPOT marketing material, comply with applicable law, and enforce its policies. You are responsible for ensuring that your Content does not violate any applicable laws or these Terms and that you have the necessary rights to the input you provide to the Services.

(c) Use of Content to Improve Services. Prompt Depot use Content provided to improve its Services and to provide and maintain the API Services which Prompt Depot uses.

(d) Use of Content to Improve Services. MAIDEPOT may use Content provided to improve its Services and to provide and maintain the API Services which MAIDEPOT uses.

(e) Copyright Complaints. If you believe that your intellectual property rights have been infringed, please notify MAIDEPOT. MAIDEPOT may delete or disable content that is alleged to be infringing and may terminate the accounts of repeat infringers.

If you wish to make a claim of copyright infringement, please ensure that your notice includes the following information:

• Your physical or electronic signature, or that of a person authorized to act on behalf of the copyright owner
• A description of the copyrighted work that you claim has been infringed
• The location on the site where the infringing material is located
• Your contact information, including your address, telephone number, and e-mail address
• A statement that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law
• A statement, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on behalf of the copyright owner.

3. Fees, Reward, Credit and Payments

(a) General: Users who opt to access and utilize Prompts developed by other Users agree to pay the associated usage fees for each Prompt. All payments shall be processed via our payment partner, Stripe, and will be subject to Stripe's terms of service and privacy policy. The Company retains the right to modify fees for accessing and using Prompts at its discretion.

(b) Fees and Billing: As a user of MAIDEPOT's services, you are accountable for all fees charged to your account in accordance with the prices and terms outlined on the relevant pricing page or as otherwise agreed upon in writing between you and MAIDEPOT or other Users. MAIDEPOT reserves the right to rectify pricing errors or inaccuracies, even if an invoice has been issued or payment has been received. You must furnish complete and precise billing information, including an authorized payment method. MAIDEPOT will charge your payment method periodically, based on a mutually agreed-upon schedule but may reasonably modify the billing date. You grant MAIDEPOT, its affiliates, and third-party payment processors authorization to charge your payment method for the fees. If your payment is unsuccessful, MAIDEPOT will notify you in writing and may suspend access to the Services until payment is obtained. Fees must be paid in U.S. dollars upon invoice receipt and are nonrefundable except as stipulated in this Agreement.

(c) Taxes: Unless specified otherwise, fees do not encompass federal, state, local, or foreign taxes, duties, or similar charges ("Taxes"). You bear responsibility for all Taxes associated with your purchases, excluding Taxes derived from MAIDEPOT's net income. MAIDEPOT may invoice you for such Taxes. You agree to promptly pay these Taxes and supply MAIDEPOT with documentation proving payment or any additional evidence MAIDEPOT may reasonably request. For tax purposes, MAIDEPOT utilizes your account registration's name and address as the supply location; thus, you must maintain accurate and current information.

(d) Price Changes: MAIDEPOT or its Prompt creators reserve the right to alter prices by providing notice to your account and/or on its website. Price increases will take effect 14 days after posting, except for increases due to legal reasons, which will be immediately effective. Any price changes will apply to the Fees charged to your account immediately following the effective date of the alterations.

(e) Commission and Payout: Users can earn a 70% commission from the sales of their shared Prompts. Commissions may be used within the platform to access other Users' Prompts or paid out if earnings surpass $100. Payout eligibility and terms are subject to our payment partner's terms, Stripe Connect.

(f) Reward Credit: MAIDEPOT may provide reward credits to users for specific activities within the platform. The reward credit program's terms will be accessible on the relevant page of the MAIDEPOT website or otherwise communicated to you. The reward and credit program is subject to change at MAIDEPOT's discretion.

(g) Disputes and Late Payments: To dispute any Fees or Taxes, contact contact@maidepot.com within thirty (30) days of the disputed invoice's date. Uncontested overdue amounts may incur a finance charge of 1.5% per month on the unpaid balance. If any portion of your Fees is overdue, MAIDEPOT may suspend your access to the Services after providing written notice of the late payment.

(h) Free Tier: You are prohibited from creating multiple accounts to take advantage of credits offered in the Services' free tier. If MAIDEPOT determines that you are misusing the free tier, it may impose standard fees or discontinue providing access to the Services.

4. Confidentiality, Security and Data Protection

(a) Confidentiality: During your use of MAIDEPOT's Services, you may gain access to Confidential Information belonging to MAIDEPOT, its affiliates, or third parties. You are permitted to use this Confidential Information solely for utilizing the Services under these Terms and must maintain its confidentiality. You must exercise the same level of care to protect this information as you would with your own confidential information of a similar nature. Confidential Information encompasses non-public information such as software, specifications, and other business-related information designated as confidential by MAIDEPOT or its affiliates or reasonably deemed confidential based on the circumstances. Confidential Information does not include information that: (i) is publicly available without any fault on your part, (ii) you already possessed without any confidentiality obligations, (iii) is rightfully disclosed to you by a third party without confidentiality obligations, or (iv) you independently developed without using Confidential Information. If legally required or compelled by a court order to disclose Confidential Information, you must provide MAIDEPOT with reasonable notice before disclosure and make reasonable efforts to limit the scope of disclosure.

(b) Security: You are obligated to take reasonable and appropriate measures to ensure the security of your access to and use of MAIDEPOT's Services. If you become aware of any vulnerabilities or breaches related to your use of the Services, you must promptly notify MAIDEPOT and provide all relevant details.

(c) Processing of Personal Data: If your use of MAIDEPOT's Services involves processing personal data, you must supply adequate privacy notices and obtain the necessary consents for such processing, and comply with all applicable laws. If you are subject to the GDPR or CCPA and will be processing "personal data" as defined in those regulations, please email us at contact@maidepot.com to execute MAIDEPOT's Data Processing Addendum.

5. Prohibited Usage

Users agree not to use the Service to:

a. Engage in any activity that contravenes applicable laws, rules, or regulations.

b. Infringe on any intellectual property rights, including copyrights, trademarks, trade secrets, or patents.

c. Create, distribute, or promote content that is defamatory, libelous, offensive, violent, hateful, or otherwise objectionable.

d. Upload, transmit, or disseminate viruses, worms, or other malicious code or software.

e. Engage in any activity that interferes with or disrupts the proper functioning of the Service, its servers, or networks.

f. Attempt to gain unauthorized access to any portion of the Service or any systems or networks connected to the Service.

6. Indemnification; Disclaimer of Warranties; Limitations on Liability

(a) Indemnification. You agree to indemnify, defend, and hold us and our affiliates and personnel harmless from and against any and all claims, losses, and expenses (including reasonable attorneys' fees) arising out of or related to your use of the Services, including any content you upload, develop, or offer, as well as any breach of these Terms or violation of applicable law.

(b) Disclaimer of Warranties. THE SERVICES ARE PROVIDED "AS IS." EXCEPT AS PROHIBITED BY LAW, WE AND OUR AFFILIATES AND LICENSORS MAKE NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR TRADE USAGE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ACCURATE, OR ERROR-FREE, OR THAT ANY CONTENT WILL BE SECURE, NOT LOST, OR ALTERED.

(c) Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER WE NOR OUR AFFILIATES OR LICENSORS SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA, OR OTHER LOSSES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE GREATER OF THE AMOUNT YOU PAID FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE OR ONE HUNDRED DOLLARS ($100). THE LIMITATIONS IN THIS SECTION APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

7. Dispute Resolution

By using our Services, you agree to the following mandatory arbitration and class action waiver provisions:

(a) Mandatory Arbitration: Any claims relating to these Terms or our Services will be resolved through final and binding arbitration, except that you have the right to opt-out of these arbitration terms and any future changes to these terms within 30 days of agreeing to them. You can do so by filling out this form.

(b) Informal Dispute Resolution: Prior to filing a claim against us, you agree to try and resolve any disputes informally by sending us notice at contact@maidepot.com, providing your name, a description of the dispute, and the relief you seek. We will attempt to address your concerns within 60 days. Any statute of limitations will be paused during this 60-day resolution process.

(c) Arbitration Forum: Either party can initiate binding arbitration through an alternative dispute resolution provider such as ADR Services. Both parties will share the arbitration fees equally. If the arbitrator determines that you cannot pay the fees and cannot get a waiver, we will pay them for you. We will not seek our attorneys' fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.

(d) Arbitration Procedures: The arbitration will be conducted via telephone, written submissions, video conference, or in person in San Francisco, California, or at another mutually agreed location. The arbitration will be conducted by a sole arbitrator from ADR Services under its then-prevailing rules. All issues, including those relating to the scope, enforceability, and arbitrability of this section, will be decided by the arbitrator. Settlement offers will not be disclosed to the arbitrator until after the arbitrator determines the final award, if any.

(e) Exceptions: This arbitration clause does not require arbitration of individual claims brought in small claims court or claims seeking injunctive or other equitable relief to stop unauthorized use or abuse of the Services or intellectual property infringement.

(f) No Class Actions: Disputes must be brought on an individual basis only and cannot be brought as a plaintiff or class member in any class, consolidated, or representative proceeding. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed. If for any reason a dispute proceeds in court rather than through arbitration, each party waives any right to trial by jury in any action, proceeding, or counterclaim. This does not prevent either party from participating in a class-wide settlement of claims.

(g) Severability: If any part of this section is found to be illegal or unenforceable, the remainder will remain in effect, except that if a finding of partial illegality or unenforceability would allow class or representative arbitration, this section will be unenforceable in its entirety. Nothing in this section will be deemed to waive or limit the right to seek public injunctive relief or any other non-waivable right, pending a ruling on the substance of such claim from the arbitrator.

8. General Terms

(a) Parties' Relationship. These Terms do not establish a joint venture, partnership, or agency relationship between you and MAIDEPOT or any of its affiliates. You and MAIDEPOT are independent contractors, and neither party has the authority to bind the other or incur obligations on the other's behalf without prior written consent.

(b) Use of Trademarks. You may not use MAIDEPOT’s or its affiliates' names, logos, or trademarks without obtaining our prior written consent.

(c) U.S. Federal Agencies. The Services are commercial computer software and related documentation developed solely at private expense, within the meaning of the applicable U.S. Federal Acquisition Regulation and agency supplements.

(d) Assignment and Delegation. You may not assign or delegate any rights or obligations under these Terms, including in connection with a change of control. Any purported assignment or delegation is null and void. We reserve the right to assign these Terms in connection with a merger, acquisition, sale of all or substantially all of our assets, or as part of a corporate reorganization, to any affiliate.

(e) Modifications. We reserve the right to amend these Terms by posting a revised version on our website. If an update materially and adversely affects your rights or obligations under these Terms, we will provide notice to you via email or in-product notification. Changes become effective no sooner than 30 days after we notify you, while all other changes take effect immediately. Your continued use of the Services after any change indicates your agreement to the updated Terms.

(f) Notices. All notices must be in writing. We may provide notice to you through the registration information you provided or the email address associated with your account. Delivery by email is considered received on the date of receipt, and delivery by post is deemed given on the date sent via courier. You may serve MAIDEPOT at this address: MAIDEPOT, Inc. 2810 N Church ST Suite 4523 Wilmington, Delaware 19802 Email: contact@maidepot.com

(g) Waiver and Severability. If MAIDEPOT does not immediately act on a violation of these Terms, we are not waiving any of our rights. If any part of these Terms is found to be invalid or unenforceable by a court of competent jurisdiction, that term will be enforced to the maximum extent permitted by law, and it will not affect the enforceability of any other terms.

(h) Export Controls. The Services may not be used in or for the benefit of, exported, or re-exported to (a) any U.S. embargoed countries or (b) any person or entity on the U.S. Treasury Department's list of Specially Designated Nationals or any other restricted party lists identified by the Office of Foreign Asset Control, the U.S. Department of Commerce Denied Persons List or Entity List, or any other restricted party lists. You represent and warrant that you are not located in any Embargoed Countries and are not on any such restricted party lists. You must comply with all applicable laws related to Embargoed Countries or Restricted Party Lists, including any requirements or obligations to know your end users directly.

(i) Equitable Remedies. If you violate or breach these Terms, it may cause irreparable harm to MAIDEPOT and its affiliates. In addition to any other legal remedies, MAIDEPOT has the right to seek injunctive relief against you.

(j) Entire Agreement. These Terms, together with any policies incorporated into these Terms, constitute the entire agreement between you and MAIDEPOT regarding your use of the Services. Except for any Service-specific terms of use or applicable enterprise agreements, these Terms supersede all prior or contemporaneous agreements, communications, or understandings between you and MAIDEPOT on this subject.

(k) Jurisdiction, Venue, and Choice of Law. These Terms will be governed by the laws of the State of Delaware, excluding Delaware’s conflicts of law rules or principles. Except as provided in the “Dispute Resolution” section, all claims arising out of or relating to these Terms will be brought exclusively in the federal or state courts of Church County, Delaware, USA.