Last modified: September 14, 2024
These Terms of Use are effective as of September 14, 2024.
Welcome to Perpeta. These Terms of Use (“Terms”) apply to you (“Member”, “you”, or “your”) and your use of Perpeta’s prompt management platform (the “Service”). By using the Service, you agree that these Terms will become a legally binding agreement between you and Ishtot, Inc., the owner and operator of the Perpeta Service and the Contracting Entity (“Perpeta”, "its", “we”, “our”, or “us”) identified in these Terms.
Perpeta is a prompt management platform that gives you the ability to build, store, organize and share AI content, such as snippets, snippet groups, profiles, profile groups, items, prompts, and collections (“Content”). When you use the Service, you’ll have access to a variety of Content provided by Perpeta and other content providers (“Licensed Content”). Your use of the Licensed Content is subject to the Content License Agreement. You also have the option to upload your own content (“User Content”), such as data and files, which you have full control and responsibility over. You can use Licensed Content, your User Content, and tools available in Perpeta to create your Content.
The Service is made available on Perpeta.com, Perpeta mobile apps, Perpeta desktop applications, and in other forms provided or made available by Perpeta. Your use of the Service is subject to these Terms and the Perpeta Acceptable Use Policy. By using the Service you acknowledge and agree to the Perpeta Privacy Policy, the Perpeta Acceptable Use Policy, and the Perpeta Content License Agreement as incorporated into these Terms.
You may use the Service only if you can form a binding contract with Perpeta and are legally permitted to do so. By using the Service, you represent and warrant that you have the full right, power and authority to agree to and be bound by these Terms and to fully perform all of your obligations hereunder.
If you sign up for the Service using an email address associated with your employer or another organization (“Admin Entity”), (i) you represent and warrant that you have the authority to bind the Admin Entity to these Terms; (ii) your use of the Service will bind your employer or the organization to these Terms; and (iii) “Member”, “you”, and “your” in these Terms will refer to both you and the Admin Entity. The Perpeta Member account you create using an email address associated with an Admin Entity will be an “Administered Account”.
If you’ve signed up for the Service using an Administered Account, at the Admin Entity’s request, Perpeta may:
If your Administered Account is transferred, the Admin Entity’s admin will be able to access, transfer and control your Administered Account and all Content associated with it, as well as:
If your Admin Entity has requested control of your Administered Account, Perpeta will provide you with notice and the opportunity to transfer your content to a personal Perpeta Member account (subject to you providing us with a valid personal email address) before the Administered Account is transferred to your Admin Entity.
Our Perpeta Teams plan is intended for teams, businesses and organizations of all sizes who want to work and build Content together. If you create a Team on behalf of an organization or employer, you are binding them to these Terms and all the obligations set out in them. If they haven’t authorized you to do this, you’ll need someone from the organization who is authorized to create the Team on behalf of the organization.
Children may not access or use the Service unless their use is directly authorized by their parent, guardian or another authorized adult (such as a teacher) who agrees to be bound by these Terms. For purposes of these Terms, a child is a person under the age of 13 (or the minimum legal age required to provide consent for processing of personal data in the country where the child is located). There are legal restrictions on making certain services available to children.
Subject to your compliance with these Terms, you are granted a non-exclusive, limited, non-transferable, freely revocable license to access and use the Service for business or personal use. Perpeta reserves all rights not expressly granted under these Terms. Each person must have a unique account and you are responsible for any activity conducted on your account. You may not allow any other party to access or use the Service with your unique username, password, or other security code.
Your use of the Service, your Content, and the Licensed Content, must comply with the Perpeta Acceptable Use Policy and the Perpeta Content License Agreement. If you fail to comply with any provision of the Perpeta Acceptable Use Policy or the Perpeta Content License Agreement, Perpeta may delete the violating Content and/or Licensed Content or suspend or terminate your account with immediate effect.
Perpeta does not support and will not tolerate its Service being used to discriminate against others, especially when based on race, religion, sex, sexual orientation, age, disability, ancestry or national origin. You are not permitted to use the Service in a manner which would or would likely incite, promote or support such discrimination and you must not use the Service to incite or promote hostility or violence.
You shall not yourself or through any third party (i) rent, lease, sell, distribute, offer in a service bureau, sublicense, or otherwise make available the Service or the Licensed Content to any third party (except as permitted under these Terms); (ii) copy, replicate, decompile, reverse-engineer, attempt to derive the source code of, modify, or create derivative works of the Service, or any part thereof; (iii) access the Service for purposes of performance benchmarking; (iv) access the Service for purposes of building or marketing a competitive product; (v) use the Service to store or transmit a virus or malicious code; (vi) use a virtual private network (VPN) to circumvent geographic-based pricing or content access; (vii) use the Service to transmit unsolicited emails or engage in spamming; (viii) use any form of data mining, extraction, or scraping on the Service and/or the contents available therein for machine learning or other purposes; or (ix) bypass the measures we may use to prevent or restrict access to the Service, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Service or the Licensed Content.
Perpeta implements and maintains physical, technical and administrative security measures designed to protect your information from unauthorized access, destruction, use, modification or disclosure.
The Perpeta Privacy Policy describes how Perpeta collects, uses, transfers, discloses and stores your personal data.
You represent and warrant that you own all rights, title, and interest in and to your Content or that you have otherwise secured all necessary rights in your Content as may be necessary to permit the access, use and distribution thereof as contemplated by these Terms. As between you and Perpeta, you own all right, title and interest in and to your Content. You grant Perpeta a royalty-free and sublicensable license to display, host, copy, store and use your Content solely to the extent necessary to provide the Service to you. To the extent you include your Content in Content that you’ve shared with others, you grant Perpeta a perpetual, royalty-free, sublicensable, license to display, host, copy, store and use your Content to the extent necessary to continue to make that Content available.
When you upload Content to Perpeta, you’re guaranteeing that you have the rights to it. We never obtain any ownership over your Content, but we do need you to give us certain rights to store it and have it ready for you to use in your Content.
You agree that if you opt-in to do so via the privacy settings within your account settings, Perpeta, its affiliates, and its third party service providers that enable functionality within the Service may use your Content to develop, improve, and provide the products and services, including through the use of machine learning technologies.
You may use Licensed Content in connection with the Service. The use of Licensed Content is subject to additional license rights and restrictions set forth in the Perpeta Content License Agreement. The applicable license rights and restrictions vary depending on the type and source of the Licensed Content.
Your Content may include a combination of your Content and Licensed Content. While you retain ownership of your Content, any use of Content containing Licensed Content are subject to the applicable terms of the Perpeta Content License Agreement.
NOTE: We never own your Content, but there may be certain restrictions depending on the types of Perpeta-provided Content you’ve included in your Content.
You may publish or share Content with others within the Service, via a Third Party Service, or via a link. Perpeta maintains no responsibility in relation to such sharing of Content and Perpeta’s enablement of such activity or the Service’s performance of actions to publicly share Content at your instruction shall not be considered a violation of any of Perpeta’s obligations under these Terms.
You can create or join a “Team” on Perpeta that allows you to collaborate with others. The creator of the Team is the “Team Owner.” Each Team may have one or more people identified as administrators (each, a “ Team Administrator”) by the Team Owner, another Administrator, or Perpeta. A Team Administrator can add, modify or remove people from the Team as well as manage their permissions and access to the Content. Only the Team Owner or Perpeta may assign a new Team Owner. If you add a person to a Team, you represent and warrant that you or your organization have obtained all necessary consents from that person to be added. If you enable account management services which allow you to manage the Teams and Members using Perpeta at your organization, you represent and warrant that you are authorized to do so on behalf of your Team and/or organization.
If you are on a Team on Perpeta Teams, the Team Administrator may control access to, delete, or re-assign ownership to the Content you upload and Content you create on the account you access as part of the Team. Perpeta is not responsible for any actions taken by a Team Administrator. It is your responsibility to not upload Content or create Content on an account associated with a Team if you do not want to potentially transfer ownership or disclose such Content to others on the Team.
Perpeta offers a paid Service. You can learn more about Perpeta’s various subscription offerings on our Pricing page. Pricing may vary by location and will be based on the billing information you provide us at the time of purchase. If you are on a Perpeta Teams plan, the Team Owner will be billed for and is responsible for payment of subscription fees.
If you are subscribing to Perpeta or Perpeta Teams, you can sign up for either a monthly or annual subscription. Your subscription will automatically renew on a monthly or annual basis as applicable. You can cancel your subscription at any time. If you cancel your subscription, you will not receive a refund or credit for any amounts that have already been billed.
If you are on a Perpeta Teams plan, you are billed according to Perpeta’s “Pay as You Grow” model. When you add people to a Team, you will be billed for them on your next Billing Date (as defined below) unless they delete their account or are removed from your Team by you or an Administrator prior to the Billing Date. Three (3) days prior to the Billing Date, Perpeta will notify via email the billing contact associated with your Perpeta Team account of the number of additional people and the associated subscription fees. The applicable “Billing Date” is as follows: (i) if you are on a monthly subscription, the date of your next monthly renewal; (ii) if you are on an annual subscription, every 3 months after the start date of your subscription. Subscription fees for additional people on your Team will be in accordance with the Perpeta Teams Pricing. You will not receive a refund or credit for removing people from your Team that have already been paid for.
Your subscription fees are inclusive of all taxes unless otherwise specified in an agreement with Perpeta, within the Service or on an applicable invoice. Tax rates are calculated based on the billing information you provide and the applicable tax rate at the time of your subscription charge.
You can stop using the Service and/or cancel your subscription at any time via your account settings. If you cancel your subscription you will not be entitled to a refund of any fees already paid and any outstanding fees will become immediately due and payable.
Perpeta may offer you a free trial or pilot to allow you to try our Service. Perpeta reserves the right to set eligibility requirements and the duration for free trials and pilots.
At the end of your free trial, Perpeta will charge the relevant subscription fee for the next billing cycle to your nominated payment method, unless you cancel your subscription prior to the end of the free trial. If you have access to a pilot, your access to the Service will cease if you do not enter into a paid subscription prior to the end of the pilot period.
Perpeta reserves the right to change its prices at any time. If you are on a subscription plan, changes to pricing will not apply until your next renewal or thirty (30) days after notice, whichever is later.
You agree that Perpeta may contact you at any time by email, notices in the Service, push notifications, or other method with information relevant to your subscription, billing, and use of the Service.
Except as expressly set out in these Terms, all intellectual property rights in and to the Service and Licensed Content remain the sole property of Perpeta and its licensors. You assign to Perpeta any suggestions, ideas, enhancement requests, or other feedback you provide to Perpeta relating to the Service or Perpeta’s products. Perpeta owns all content, data, software, inventions, ideas and other technology and intellectual property that it develops in connection with the Service and its products.
The Service is provided on an “as-is” and “as-available” basis. To the maximum extent permitted by applicable law and subject to any non-excludable rights and remedies you may have under applicable law, Perpeta, its licensors, and its suppliers, expressly disclaim any and all warranties of any kind, whether express or implied, including, but not limited to, warranties of merchantability, fitness for a particular purpose, or non-infringement. Perpeta does not warrant that your use of the Service will be uninterrupted or error-free. Perpeta does not warrant that it will review your data or Content for accuracy or that it will preserve or maintain your Content without loss. You understand that use of the Service necessarily involves transmission of your data and Content over networks that Perpeta does not own, operate, or control, and that Perpeta is not responsible for any of your data or Content lost, altered, intercepted or stored across such networks. Perpeta will not be liable for delays, interruptions, service failures, or other problems inherent in use of the internet and electronic communications or other systems outside Perpeta’s reasonable control.
You may elect to use the Service in conjunction with third-party websites, platforms or apps (“Third Party Service(s)”). Your use of a Third Party Service is subject to the terms and conditions applicable to that Third Party Service. Perpeta makes no representations or warranties in relation to Third Party Services and expressly disclaims all liability arising from your use of Third Party Services.
You agree, to the extent permitted by law, to defend, indemnify and hold harmless Perpeta and its affiliates, officers, directors, agents, licensors and employees from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) resulting from or related to (i) your violation of these Terms or (ii) your Content.
In no event shall either party’s aggregate cumulative liability hereunder (whether in contract, tort, negligence, strict liability in tort or by statute or otherwise) exceed the greater of (i) $100 USD or (ii) the Service subscription fees paid by you to Perpeta during the twelve-month period preceding the event or occurrence giving rise to such liability. The foregoing limitations shall not apply to liabilities arising out of your indemnification obligations or your breach of the section entitled ‘Restrictions on Use of the Service.’
In no event shall either party be liable for any consequential, incidental, indirect, special, exemplary or punitive damages, losses, or expenses (including but not limited to business interruption, lost business or lost profits) even if it has been advised of their possible existence and notwithstanding the failure of essential purpose of any remedy. The foregoing limitations shall not apply to liabilities arising out of your indemnification obligations or your breach of the section entitled ‘Restrictions on Use of the Service.’
These terms do not affect consumer rights that cannot by law be waived or limited. These terms do not exclude or limit liability arising out of either party’s gross negligence, fraud or willful misconduct.
These Terms shall take effect the first time you access the Service and shall continue in full force and effect until i) if you are a paid subscriber, the expiration or termination of your Service subscription; or ii) if you are using a free or trial offering, when your Member account is deleted or terminated.
If Perpeta, in its reasonable discretion, determines that you or your use of the Service or your Content violate these Terms, including but not limited to the Perpeta Acceptable Use Policy, the Perpeta Content License Agreement, the Section entitled ‘Restrictions on Use of the Service,” or the Section entitled “Anti-discrimination,” (any of which is considered a “Violation”) Perpeta may take one or more of the following actions: (i) delete the prohibited Content; (ii) suspend your access to the Service; (iii) terminate and delete your Member account along with all Content associated with that Member account; (iv) permanently ban you from using the Service; and/or (v) disclose the prohibited Content to appropriate government authorities.
In the event of termination of your Service subscription for cause due to default by Perpeta, Perpeta shall refund, on a prorated basis, any prepaid fees for the Service for the period beginning on the effective date of termination through the end of your then-current Service subscription. In the event of a termination of your Service subscription to a violation by you, you will not receive any refund and shall immediately pay any outstanding fees for the remaining period of your Service subscription.
Upon any expiration or termination of your Service subscription, you must cease using the Service. You will lose access to your Content and any other information uploaded to the Service (and we may delete all such data unless legally prohibited) after expiration or termination of your Service subscription. Content included in any shared Content will continue to be available within that Content even after the expiration of your Service subscription. If your Member account has been terminated due to a Violation, you may not create a new Member account on any Perpeta Service unless you receive Perpeta’s written permission.
Sections titled “Term and Termination,” “Billing,” “Perpeta’s Intellectual Property,” “Limitation of Liability,” “Indemnification,” and “Miscellaneous” inclusive, shall survive any expiration or termination of these Terms.
You agree to abide by all applicable local, state, national and foreign laws, treaties and regulations, in connection with your use of the Service. Perpeta agrees to abide by all applicable local, state, national and foreign laws, treaties and regulations, in connection with its provision of the Service.
These Terms will be governed by and construed in accordance with the laws of the State of North Carolina, United States of America (USA), without regard to any conflict of laws provisions.
The Service is subject to trade sanctions and laws and regulations that govern the import, export, and use of the Service. These laws or regulations may prohibit Perpeta from providing you the Service or require that we discontinue making it available to you without notice. By using the Service you agree to comply with all trade sanctions, export and import laws, and regulations and warrant that (i) you are not prohibited from accessing the Service, and (ii) you will not make available the Service to anyone who is prohibited from accessing it under the laws or regulations of any jurisdiction.
If you have a dispute arising out of these Terms, Contact Us first and we’ll attempt to work with you to resolve the dispute. In the event that we’re unable to resolve a dispute directly, you and Perpeta each agree to resolve any claim, dispute, or controversy (excluding any Perpeta claims for injunctive or other equitable relief) arising out of or in connection with these Terms and/or the Service (collectively, “Claims”), by binding arbitration by the American Arbitration Association (“AAA”) under the Consumer Arbitration Rules then in effect for the AAA, except as provided herein. The arbitration will be conducted through videoconferencing or at an agreed location reasonably convenient to both parties. Each party will be responsible for paying any AAA filing, administrative and arbitrator fees in accordance with AAA rules. The award rendered by the arbitrator may include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall prevent either party from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of that party’s data security, Intellectual Property Rights, or other proprietary rights. All Claims must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. Unless we agree otherwise, the arbitrator or a court may not consolidate more than one person’s claims. You agree that, by entering into this agreement, you and Perpeta are each waiving the right to a trial by jury or to participate in a class action. You and Perpeta each agree that any Claim filed with a court in the United States for any reason shall be filed in the United States District Court for the Middle District of North Carolina or the state courts of North Carolina in the County of Guilford.
The Perpeta entity contracting with you under these Terms is Ishtot, Inc.. Please see the Notices section below for the official ways you can contact us at Perpeta.
If you purchase the Service through an authorized distributor or reseller (“Reseller”) these Terms apply to your use of the Service unless you have entered into a separate agreement with Perpeta for such use. Billing will be managed by the Reseller, therefore Section 6 (Billing) does not apply. Resellers are not authorized to make any representations or commitments on Perpeta’s behalf and, unless otherwise agreed via a mutually executed agreement between you and Perpeta, Perpeta is not bound to any obligations other than those set forth in these Terms.
You may not assign these Terms or any of your rights under these Terms without Perpeta’s consent except to any successor by way of a merger, acquisition, or change of control. Perpeta may transfer or assign any of its rights and obligations under these Terms, in whole or in part, at any time with or without notice.
Headings used in these Terms and incorporated policies and agreements are provided for convenience only and will not in any way affect the meaning or interpretation of the Terms or any portion thereof.
If a particular provision of these Terms is found to be invalid or unenforceable, it shall not affect the other provisions and the Terms shall be construed in all respects as if that invalid or unenforceable provision had been limited or omitted to the minimum extent necessary.
Perpeta’s express waiver or failure to enforce any provision of these Terms shall in no way be construed to be a present or future waiver of such provision nor affect Perpeta’s ability to enforce any provision thereafter.
All required notices to you will be sent to the email address associated with your account or through other legally permissible means. Any notices to Perpeta should be sent via the methods outlined in “How to contact us”.
If you have any questions about these Terms or the Service, or wish to make a complaint please contact us at:
Email: PerpetaPaul@perpeta.com
Write:
ATTN: Legal
Ishtot, Inc.
806 Green Valley Road, Suite 200
Greensboro, NC 27408 USA
We respect the intellectual property rights of artists and content owners. We will respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act of 1998 (“DMCA”).
We may modify these Terms (and any policies or agreements referenced in these Terms) at any time. We will post the most current version of these Terms on Perpeta.com. We will provide you with reasonable advance notice of any change to the Terms that, in our sole determination, materially adversely affect your rights or your use of the Service. We may provide you this notice via the Service and/or by email to the email address associated with your account. By continuing to use the Service after any revised Terms become effective, you agree to be bound by the new Terms.
Perpeta may add, change or remove features or functionality to the Service; modify or introduce limitations to storage or other features; or discontinue the Service altogether at any time. If you are on a paid subscription and Perpeta discontinues the Service you are using during your subscription, Perpeta will migrate or make available to you a substantially similar service provided by Perpeta (if available) and if it’s unable to do so, Perpeta will provide you a pro-rata refund of fees prepaid for the remaining period of your Service subscription.
These Terms and the agreements and policies referenced herein constitute the entire agreement between you and Perpeta with respect to the Service. These Terms supersede any prior representations, agreements, or understandings between you and Perpeta, whether written or oral, with respect to the Service including previous versions of the Terms. All terms, conditions or provisions on a purchase order shall be of no force and effect notwithstanding any acceptance of such purchase order. The English version of these Terms will control.