Terms & Conditions
Last Updated: May 2026
PromptGraph AI, Inc.
8 The Green, Suite A, Dover, DE 19901
Email: support@promptgraph.ai
Effective Date: May 28, 2026
. Agreement Overview
These Terms and Conditions (this “Agreement”) constitute a legally binding contract between PromptGraph AI, Inc., a Delaware corporation (“PromptGraph AI,” “we,” “us,” or “our”), and the entity identified in the applicable service order, registration form, subscription agreement, or Service Order (“Client” or “you”). This Agreement governs Client’s access to and use of PromptGraph AI’s software-as-a-service platform for AI visibility optimization, semantic knowledge graphs, structured data publishing, LLM position tracking, analytics, reporting, structured endpoints, admin controls, and related features, integrations, documentation, and support (collectively, the “Services”).
By accessing or using the Services, signing a Service Order, or otherwise indicating your acceptance, you agree to be bound by this Agreement. If you do not agree, do not access or use the Services.
2. Definitions
For purposes of this Agreement:
- “Access Credentials” means any unique username, password, security key, or other credentials used to access the Services.
- “Affiliate” means any entity controlling, controlled by, or under common control with a party.
- “Authorized User” means any individual authorized by Client to access and use the Services on its behalf.
- “Client Data” means data, content, or information provided, uploaded, transmitted, or otherwise made available to PromptGraph AI by Client or its Authorized Users, including website content, business information, PII, and other data.
- “Confidential Information” means all nonpublic, proprietary, or confidential information disclosed by one party to the other, whether orally or in writing.
- “Documentation” means written instructions, manuals, specifications, or help files describing the features or operation of the Services.
- “Effective Date” means the date Client first accesses the Services or executes a Service Order.
- “Harmful Code” means any virus, malware, or code intended to disrupt, disable, or damage systems or data.
- “Intellectual Property Rights” means all rights under patent, copyright, trademark, trade secret, or other intellectual property law.
- “PII” means personally identifiable information relating to an individual, including but not limited to name, email, phone number, or other identifying data.
- “Service Order” means any ordering document or online registration executed by Client for the Services.
- “Software” means PromptGraph AI’s proprietary software platform and associated modules provided as part of the Services.
- “Third-Party Materials” means software, data, or services not owned by PromptGraph AI but provided in connection with the Services.
3. Provision of Services
3.1 Access Rights Subject to this Agreement and Client’s payment obligations, PromptGraph AI grants Client a limited, non-exclusive, non-transferable, revocable right to access and use the Services during the Term for its internal business operations.
3.2 Availability.PromptGraph AI shall use commercially reasonable efforts to make the Services available 24/7, excluding (a) scheduled maintenance, (b) downtime caused by events beyond PromptGraph AI’s reasonable control, and (c) suspensions permitted under this Agreement.
3.3 Service Modifications.PromptGraph AI may modify the Services at any time to improve functionality, comply with applicable laws, enhance security, or add new AI optimization features. PromptGraph AI will use commercially reasonable efforts to notify Client of material changes.
3.4 Subcontractors.PromptGraph AI may use subcontractors or third-party service providers to perform portions of the Services, provided PromptGraph AI shall remain responsible for their performance.
4. Client Responsibilities
4.1 Use Restrictions.Client shall not knowingly or intentionally and shall not permit any Authorized User or third party to:
a. Copy, modify, or create derivative works of the Services;
b. Rent, lease, sell, sublicense, or distribute the Services;
c. Reverse engineer, disassemble, or decompile the Services;
d. Circumvent or disable security or access controls;
e. Access the Services to build a competing product;
f. Introduce Harmful Code into the Services;
g. Use the Services to violate any law or applicable privacy regulations.
4.2 Access Credentials. Client is responsible for maintaining the confidentiality and security of Access Credentials and for all activities under its accounts. PromptGraph AI is not liable for unauthorized access due to Client’s failure to safeguard credentials.
4.3 Consent Obligations.Client is solely responsible for obtaining all legally required consents and providing all necessary notices for the collection, processing, storage, publication, and use of Client Data, including any PII. PromptGraph AI disclaims all liability for Client’s failure to obtain such consents or notices.
4.4 Client Systems. Client is responsible for providing and maintaining all network connections, hardware, software, and other infrastructure necessary to access the Services.
5. Data and Security
5.1 Data Ownership.As between the parties, Client retains all right, title, and interest in and to Client Data. During the Term of this Agreement and until this Agreement is terminated, Client grants PromptGraph AI a non-exclusive, worldwide, royalty-free license to host, use, process, transmit, store, transform into structured/semantic formats, and publish Client Data (including via structured endpoints or knowledge graphs) solely for the purpose of providing the Services and enabling AI/LLM visibility and optimization. Under no circumstances shall PromptGraph AI share, provide, or transmit raw Client Data to any other client or third party except as expressly required to deliver the Services or as required by law.
5.2 PII and Compliance. Client acknowledges that PromptGraph AI processes PII on behalf of Client as a service provider. Client represents and warrants that it has provided all necessary notices and obtained all necessary consents to allow PromptGraph AI to process PII in accordance with applicable laws.
5.3 Security.PromptGraph AI shall implement and maintain commercially reasonable administrative, technical, and physical safeguards to protect Client Data from unauthorized access, loss, or disclosure. However, Client acknowledges that no system is completely secure, and PromptGraph AI makes no guarantee against all security incidents.
5.4 Data Use and Aggregation.PromptGraph AI may compile, anonymize, and aggregate Client Data with other data for analytical, statistical, product improvement, and AI training purposes only, provided that such data cannot reasonably identify Client or its customers.
6. Fees and Payment
6.1 Fees.** Client shall pay all fees set forth in the applicable Service Order. All payments are due within thirty (30) days of invoice unless otherwise specified.
6.2 Late Payments. Late payments may accrue interest at 1.5% per month or the highest rate permitted by law. PromptGraph AI may suspend Services if payments are more than thirty (30) days overdue.
6.3 Taxes. Fees are exclusive of applicable taxes, which Client shall pay except for taxes based on PromptGraph AI’s net income.
7. Intellectual Property
7.1 Ownership. PromptGraph AI retains all right, title, and interest in and to the Services, Software, Documentation, structured data formats, knowledge graph technology, and all associated Intellectual Property Rights. No rights are granted to Client except as expressly set forth in this Agreement.
7.2 Feedback. Any feedback, suggestions, or improvements provided by Client may be used by PromptGraph AI without restriction or compensation.
8. Confidentiality
8.1 Obligations. Each party agrees to use the other’s Confidential Information solely for the purpose of performing under this Agreement and not to disclose it to any third party except as necessary to perform its obligations.
8.2 Exceptions. Confidential Information does not include information that (a) is publicly known, (b) was lawfully known by the receiving party before disclosure, (c) is received from a third party without breach of confidentiality, or (d) is independently developed.
8.3 Legal Disclosure. A party may disclose Confidential Information if required by law, provided it gives prior notice (unless prohibited) and cooperates in seeking protective measures.
9. Representations and Warranties
9.1 Mutual Warranties.** Each party represents and warrants that it has the legal power and authority to enter into this Agreement.
9.2 PromptGraph AI Warranties. PromptGraph AI warrants that the Services will materially conform to the Documentation. Client’s exclusive remedy for a breach of this warranty is for PromptGraph AI to repair or replace the nonconforming Services.
9.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED, THE SERVICES ARE PROVIDED “AS IS” AND PROMPTGRAPH AI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. PROMPTGRAPH AI DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED.
10. Indemnification
10.1 By PromptGraph AI. PromptGraph AI shall defend and indemnify Client from claims alleging that the Services infringe any U.S. intellectual property right, provided Client reasonably notifies PromptGraph AI and reasonably cooperates in the defense.
10.2 By Client. Client will defend and indemnify PromptGraph AI from any claim arising out of: (a) Client Data (including claims arising from Client’s negligence), (b) Client’s violation of law, (c) Client’s use of the Services in violation of this Agreement, or (d) Client’s failure to obtain required consents.
10.3 Mitigation. If the Services are found to infringe, PromptGraph AI may modify the Services, procure rights, or terminate the Agreement and refund unused prepaid fees.
11. Limitation of Liability
11.1 No Consequential Damages.Unless due to PromptGraph AI’s gross negligence or willful misconduct, PROMPTGRAPH AI SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, EVEN IF ADVISED OF THEIR POSSIBILITY.
11.2 Liability Cap. Unless due to PromptGraph AI’s gross negligence or willful misconduct, PROMPTGRAPH AI’S TOTAL LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT PAID BY CLIENT TO PROMPTGRAPH AI IN THE 12 MONTHS PRECEDING THE CLAIM.
12. Term and Termination
12.1 Term. This Agreement begins on the Effective Date and continues until terminated as provided herein.
12.2 Termination for Cause. Either party may terminate if the other materially breaches this Agreement and fails to cure such breach within thirty (30) days of written notice.
12.3 Termination for Insolvency. Either party may terminate immediately if the other becomes insolvent or enters bankruptcy.
12.4 Effect of Termination. Upon termination, all licenses terminate, and Client must cease use of the Services. PromptGraph AI will delete Client Data within a commercially reasonable time unless retention is required by law. Structured data published as part of the Services prior to termination may remain publicly accessible or cached by third-party AI systems.
13. Governing Law and Dispute Resolution
13.1 Governing Law.** This Agreement and any dispute, claim, or controversy arising out of or relating to it shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to its conflict of laws principles.
13.2 Arbitration. Except for claims involving intellectual property rights, gross negligence, or breach of confidentiality, any dispute, controversy, or claim arising out of or in connection with this Agreement shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules then in effect. The arbitration shall be conducted before a single arbitrator seated in Chicago, Illinois. Judgment on the arbitration award may be entered in any court having jurisdiction thereof.
13.3 Venue and Jurisdiction. For any action not subject to arbitration (including actions for injunctive relief or intellectual property disputes), each party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in Cook County, Illinois, and waives any objection to venue or forum non conveniens.
13.4 Injunctive Relief. Nothing in this section prevents either party from seeking temporary or preliminary injunctive relief in a court of competent jurisdiction to prevent irreparable harm pending resolution of the arbitration.
14. Miscellaneous
14.1 Assignment. Client may not assign this Agreement without PromptGraph AI’s prior written consent.
14.2 Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements.
14.3 Amendments. PromptGraph AI may amend these Terms upon written notice or by posting an updated version on its website. Continued use constitutes acceptance.
14.4 Severability.** If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.
14.5 No Third-Party Beneficiaries. This Agreement confers no rights or benefits upon any third parties.
14.6 Notices. All notices must be in writing and delivered to the addresses below (or as updated by either party in writing).
BY USING THE SERVICES OR SIGNING A SERVICE ORDER, CLIENT ACKNOWLEDGES THAT IT HAS READ, UNDERSTANDS, AND AGREES TO BE BOUND BY THESE TERMS AND CONDITIONS.