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Terms and conditions

TERMS OF SERVICE

howtopromptsuno.com

Operated by Clearweb Agency Inc.

Version Effective Date: March 24, 2026

IMPORTANT: Please read these Terms of Service (“Terms”) carefully before using our platform. By creating an account, purchasing Credits, subscribing to a paid plan, or using any feature of howtopromptsuno.com, you agree to be bound by these Terms in their entirety. If you do not agree, you must not use the Services.

1. Introduction and Parties

These Terms of Service (“Terms” or “Agreement”) govern the relationship between Clearweb Agency Inc., a corporation incorporated under the laws of the Province of Ontario, Canada (“Company,” “we,” “our,” or “us”), and the individual or entity (“User,” “you,” or “your”) accessing or using the platform available at howtopromptsuno.com and any associated mobile applications, tools, APIs, or services (collectively, the “Services”).

The Services currently include, but are not limited to: AI-powered creative and educational tools for prompt generation, image generation, and related creative workflows, with video generation capabilities planned for future release. The Services are subject to ongoing expansion and modification, and new features and tools may be introduced or removed at any time without prior notice unless otherwise required by these Terms.

These Terms, together with our Privacy Policy and any supplemental policies or guidelines referenced herein, form the complete and binding agreement between you and the Company. In the event of any conflict between these Terms and any supplemental policy, these Terms shall govern unless the supplemental policy expressly states otherwise.

2. Definitions

For the purposes of this Agreement, the following terms have the meanings set out below:

Assets Images, videos, audio, and other content generated by or through the Services as a result of your Inputs, whether created through the prompt generator, image generator, video generator, or any other generative tool available through the Site.

Content All Assets, Inputs, uploaded images, reference photos, messages, prompts, and any other material you provide to or generate through the Services.

Credits The prepaid digital tokens purchased by you and used to access paid features of the Services on a consumption basis.

Digital One-time purchase digital items available through the Products Services, including but not limited to ebooks, guides, templates, and other downloadable or electronically delivered content. Digital Products are distinct from Credits and Subscriptions and are governed by specific purchase and refund terms set out in Section 5.

Products and A collective term referring to all purchasable Services offerings available through the Services, including Credits, Subscriptions, Digital Products, and any other paid offerings made available by the Company from time to time.

Inputs Text prompts, style selections, configuration parameters, and any other instructions or data you submit to the Services to initiate generation of Assets.

Personal Any information about an identifiable individual as Information defined under PIPEDA, Quebec Law 25, the GDPR (for EU/EEA users), or equivalent applicable privacy legislation.

Reference Media files including photographs, illustrations, Media audio clips, video clips, or other files you upload to the Services for the purpose of influencing or guiding the generation of Assets. The types of Reference Media accepted may vary by feature and are subject to change as the Services expand.

Services The platform available at the Site and all tools, features, APIs, content, and services provided by Clearweb Agency Inc. through the Site and any associated applications.

AI External artificial intelligence model and Infrastructure infrastructure providers through whose APIs generative Providers features of the Services are powered, currently including Replicate, Inc. References to AI Infrastructure Providers include any successor or additional providers engaged by the Company from time to time.

Backend Third-party providers of cloud hosting, backend, and Infrastructure server infrastructure used to operate the Services, Providers currently including Gadget.dev. References to Backend Infrastructure Providers include any successor or additional providers engaged by the Company from time to time.

Site The Company’s website and platform, currently accessible at howtopromptsuno.com, and any successor domain, mobile application, or other interface through which the Services are made available.

AI See “AI Infrastructure Providers” above. This term is Infrastructure retained for backwards compatibility within this Providers Agreement.

User Account The registered account created by you to access the Services.

3. Acceptance of Terms and Eligibility

3.1 Acceptance

By registering for an account, purchasing Credits, subscribing to a paid plan, or otherwise accessing or using the Services, you represent that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you are accepting these Terms on behalf of a company, organization, or other legal entity, you represent and warrant that you have authority to bind that entity, and the term ‘you’ shall refer to that entity.

These Terms may be updated from time to time. We will notify you of material changes by posting the updated Terms on our website and, where practicable, by email to your registered address. Your continued use of the Services after the effective date of any update constitutes acceptance of the revised Terms. If you do not agree to the revised Terms, you must cease using the Services and may request deletion of your account.

3.2 Age and Eligibility Requirements

You must be at least 18 years of age to use the Services. By accessing the Services, you represent and warrant that you are at least 18 years old and have the legal capacity to enter into a binding contract in your jurisdiction.

If you are accessing the Services on behalf of a business, you represent that the business is validly existing and that you are authorized to act on its behalf.

The Services are not directed at, and may not be used by, individuals under the age of 18. We do not knowingly collect Personal Information from individuals under the age of 18. If we become aware that a person under 18 has provided us with Personal Information, we will take steps to delete such information and terminate the associated account.

4. Description of Services and Service Availability

4.1 Nature of the Services

The Services are an AI-powered creative platform that enables users to generate music prompts, images, and videos using artificial intelligence. Certain generative features of the Services are powered by our AI Infrastructure Providers, currently including Replicate, Inc. The Company acts as an intermediary between you and these AI Infrastructure Providers and is not responsible for the underlying models, their outputs, or any changes to those models by any AI Infrastructure Provider.

The Services are provided on an ‘AS IS’ and ‘AS AVAILABLE’ basis. We make no representations or warranties regarding the availability, accuracy, reliability, suitability, or completeness of the Services or any Assets generated through them.

4.2 Service Modifications and Availability

We reserve the right to modify, suspend, or discontinue any aspect of the Services at any time, including features, pricing, Credit values, subscription plan terms, generation styles, and supported use cases. We will endeavour to provide reasonable advance notice of material changes, but are not obligated to do so in all circumstances.

We do not guarantee uninterrupted or error-free access to the Services. Downtime may occur due to maintenance, updates, third-party infrastructure issues, or circumstances beyond our control.

4.3 Restrictions on Use

In addition to the content restrictions set out in Section 8, you may not:

  • Use automated tools, bots, scripts, or any non-human means to access, interact with, or generate Assets through the Services, except where expressly permitted by us in writing;

  • Reverse engineer, decompile, disassemble, or attempt to derive the source code or underlying algorithms of the Services or any Assets;

  • Resell, sublicense, or redistribute access to the Services, Credits, or subscription entitlements to third parties without our prior written consent;

  • Use the Services for the purpose of developing or offering a product or service that competes with the Services;

  • Share your account credentials with any other person. Each account may only be used by one individual;

  • Maintain more than one account per person without our express written permission;

  • Use the Services in any manner that violates applicable laws, these Terms, or our Acceptable Use Policy set out in Section 8.

5. User Accounts and Products and Services

5.1 Account Registration

To access most features of the Services, you must register for an account. Certain features and content require the purchase of Credits, an active paid monthly subscription, or the one-time purchase of a Digital Product. You agree to provide accurate, current, and complete information when registering and when purchasing any Products and Services. You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You agree to notify us immediately at support@howtopromptsuno.com if you become aware of any unauthorized use of your account.

5.2 Credits, Subscriptions, and Digital Products --- Purchase and Use

Certain features of the Services require the purchase of Credits or an active paid monthly subscription. Credits are prepaid tokens that are consumed each time you use a pay-per-use generative feature. The Credit cost per generation will be displayed to you prior to the generation being initiated. Paid monthly subscriptions provide access to designated features for the duration of the subscription period, including the ability to save Reference Media to your account library.

Credits are non-refundable except as expressly provided in Section 5.4. Credits have no cash value, are not redeemable for currency, and may not be transferred between accounts. Unused Credits do not expire provided your account remains active and in good standing. Subscription fees are charged at the beginning of each billing period and are non-refundable for the current billing period upon cancellation, except as required by applicable law. Digital Products are one-time purchases that are delivered electronically upon payment. Access to or download of a Digital Product is granted immediately upon successful payment. By completing a Digital Product purchase and accessing or downloading the content, you acknowledge that delivery has commenced and, to the maximum extent permitted by applicable law, you expressly waive any statutory right of withdrawal or cooling-off period that would otherwise apply to the purchase of digital content. This waiver does not affect your rights in respect of defective or undelivered Digital Products as set out in Section 5.4.

5.3 Pricing and Billing

All prices are displayed in United States dollars (USD) unless otherwise indicated at the point of sale. Payment processing is handled by third-party payment service providers. By purchasing Credits or subscribing to a paid plan, you agree to the terms of service of the applicable payment processor in addition to these Terms. Subscription plans are billed on a recurring monthly or annual basis until cancelled. We reserve the right to modify Credit pricing and subscription plan pricing at any time, with changes taking effect upon posting to the Services. Where pricing changes affect an active subscription, we will provide at least 30 days’ prior notice.

You are responsible for all applicable taxes on your purchases. Where required by law, we will collect and remit applicable taxes on your behalf.

5.4 Refund Policy

Credits are generally non-refundable and subscription fees are non-refundable for the current billing period. Digital Products are non-refundable once access has been granted or download has commenced. However, we may, in our sole discretion, issue a refund, credit, or account adjustment for any Products and Services in the following circumstances:

  • A technical error on our part prevents you from accessing any Products and Services you have paid for;

  • A generation fails entirely due to a platform error and Credits were deducted, or a Digital Product is not delivered, cannot be accessed, or is materially defective (meaning the file is corrupted or unreadable, critical content is missing or truncated, the content delivered differs substantially from what was described at point of sale, or a broken download link is not resolved within 72 hours of being reported);

  • You are located in a jurisdiction where applicable consumer protection law requires us to offer refunds in specific circumstances.

EU and UK users: Notwithstanding the above, if you are located in the European Economic Area or the United Kingdom, you may have a statutory 14-day right of withdrawal for Digital Product purchases. However, as noted in Section 5.2, by accessing or downloading a Digital Product immediately upon purchase you expressly request immediate performance and acknowledge that your right of withdrawal is waived upon access or download commencing. If access or download has not commenced, you may exercise your withdrawal right by contacting us within 14 days of purchase. To request a refund for any Products and Services, contact us at support@howtopromptsuno.com within 30 days of the relevant transaction. We will respond within 10 business days.

5.5 Account Suspension and Termination

We reserve the right to suspend or permanently terminate your account at any time, with or without notice, for any reason, including but not limited to violation of these Terms or our Acceptable Use Policy set out in Section 8. Upon termination, your right to use the Services ceases immediately. Any unused Credits, the remaining value of any active subscription period, and access to any Digital Products at the time of termination for cause are forfeited without refund. If we terminate your account for reasons unrelated to a violation of these Terms or our Acceptable Use Policy, we will refund any unused Credits.

You may delete your account at any time by contacting us at support@howtopromptsuno.com. Upon account deletion, unused Credits are forfeited, any active subscription is cancelled without refund for the current billing period, and access to Digital Products is retained as long as the content remains available through the Services.

6. Content, Intellectual Property, and Ownership

6.1 Ownership of Assets You Generate

Subject to the limitations set out in this Section and your compliance with these Terms, you own the Assets you create through the Services to the fullest extent permitted by applicable law.

You acknowledge that:

  • The legal status of AI-generated content and its ownership is evolving and unsettled in many jurisdictions, including Canada. Ownership rights in Assets may be subject to ongoing developments in copyright law. We strongly recommend you consult independent legal counsel regarding the intellectual property status of AI-generated Assets in your jurisdiction before relying on or commercializing them.

  • Ownership of Assets is subject to any obligations imposed by this Agreement, including the license granted to the Company in Section 6.3.

  • Where applicable, if you modify or build upon Assets generated by another user, or generate Assets using style Reference Media that result in outputs substantially similar to those reference materials, ownership of the underlying source material remains with its original creator.

  • Assets generated using Reference Media depicting identifiable individuals may be subject to third-party rights, including rights of publicity and privacy. You are solely responsible for ensuring you have all necessary rights to use such Reference Media.

6.2 Your Responsibilities Regarding Content

You are solely responsible for all Content you submit to or generate through the Services, including ensuring that:

  • Your Content does not infringe any third-party intellectual property rights, including copyright, trademark, patent, trade secret, or rights of publicity or privacy;

  • You have all necessary rights, licences, consents, and permissions to provide any Content, including Reference Media, to the Services;

  • Your Content complies with all applicable laws and regulations;

  • Where your Reference Media depict identifiable individuals, you have obtained explicit, informed consent from those individuals for the use of their likeness in connection with the Services.

6.3 License Grant to the Company

By submitting Content to or generating Assets through the Services, you grant to Clearweb Agency Inc., its affiliates, successors, and assigns a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to:

  • Reproduce, store, display, and distribute your Content as necessary to operate and provide the Services;

  • Use your Content to troubleshoot, maintain, and improve the technical performance and security of the Services;

  • Subject to Section 6.4, use your Content and Assets to develop, train, fine-tune, or improve artificial intelligence models and machine learning systems operated by or on behalf of the Company.

This license survives termination of your account or this Agreement.

6.4 AI Training --- Your Right to Opt Out

We reserve the right to use your Content and Assets for the purpose of training and improving our own artificial intelligence models. We believe transparency about this practice is important.

You have the right to opt out of having your Content and Assets used for AI model training purposes. To exercise this right, navigate to your account Settings and toggle off ‘Allow my content to be used for AI training,’ or email us at support@howtopromptsuno.com with the subject line ‘AI Training Opt-Out.’ Your opt-out will be applied prospectively and will not affect Content already used in training prior to your request.

Opting out does not affect the other portions of the license granted in Section 6.3, which remain necessary to operate the Services.

6.5 Company IP

All rights, title, and interest in and to the Services, including all software, algorithms, interfaces, designs, text, graphics, logos, and proprietary technology underlying the Services (other than your Content), are owned by or licensed to the Company. Nothing in these Terms grants you any right in Company IP.

6.6 Third-Party IP

You may not use the Services to generate Assets that infringe the intellectual property rights of third parties, including generating content that closely imitates copyrighted works, reproduces trademarks, or creates unauthorized derivative works. We reserve the right to remove any Assets that we reasonably believe infringe third-party rights and to suspend or terminate accounts responsible for repeated infringement.

7. Reference Media and User-Uploaded Content

7.1 Permitted Use of Reference Media

The Services allow you to upload Reference Media as creative inputs to guide the generation of Assets. You may only upload Reference Media for which you hold all necessary rights, including rights of the individuals depicted therein. Uploading Reference Media of identifiable individuals without their explicit consent is prohibited.

7.2 Storage and Retention of Reference Media

Unless you save a Reference Media to your account library, uploaded Reference Media are not stored on our servers. They are held only in your browser session for as long as is necessary to display in the generation interface and to be passed to our AI Infrastructure Providers for processing, and are automatically discarded upon page refresh or session end. Reference Media saved to your account library are available only to paid monthly subscribers and will be retained for as long as your subscription remains active. Saved Reference Media are permanently deleted when your subscription ends or your account is closed. Please refer to our Privacy Policy for full details.

We implement reasonable technical and organizational safeguards to protect your Reference Media from unauthorized access or disclosure. However, no storage system is entirely secure, and we cannot guarantee absolute security.

7.3 No Training Use of Reference Media by Default

By default, your Reference Media will not be used to train or fine-tune AI models. If you have not opted out of AI training under Section 6.4, the Assets generated using your Reference Media (but not the Reference Media themselves) may be used for training purposes. If you have opted out, neither your Reference Media nor the Assets generated from them will be used for AI training.

8. Acceptable Use Policy and Community Guidelines

8.1 General Standards

The Services are designed to be a creative, educational, and professional platform. You agree to use the Services in a manner that is lawful, respectful, and consistent with these guidelines. The following standards apply to all Content you submit or generate through the Services.

8.2 Prohibited Content

You may not use the Services to generate, upload, share, or otherwise create the following categories of Content:

  • Sexually explicit or pornographic content: Content depicting explicit sexual acts, genitalia, or graphic nudity of any kind.

  • Content involving minors: Any sexual, suggestive, romantic, or inappropriate content involving individuals under 18 years of age. This prohibition is absolute and violations may result in immediate permanent account termination and referral to relevant law enforcement authorities.

  • Graphic violence or gore: Content depicting graphic injury, death, torture, dismemberment, or other disturbing violent imagery.

  • Hateful or discriminatory content: Content that promotes, glorifies, or incites hatred, discrimination, or violence against individuals or groups based on race, ethnicity, national origin, religion, gender, sexual orientation, disability, or any other protected characteristic.

  • Harassment and abuse: Content designed to harass, threaten, intimidate, or abuse any individual.

  • Misinformation and deceptive content: Content designed to deceive or mislead viewers about its nature, source, or subject matter, including deepfakes of real individuals created without their consent.

  • Real person likeness without consent: Photorealistic depictions of identifiable real individuals, including public figures, in contexts they have not consented to, particularly in sexual, violent, or defamatory scenarios.

  • Political influence content: Content intended to influence elections, political campaigns, or political outcomes, including synthetic media depicting political figures.

  • Illegal content: Content that facilitates, promotes, or constitutes illegal activity under applicable law, including the laws of Ontario, Canada, and the laws of the user’s local jurisdiction.

  • Malware and harmful code: Content containing or designed to deliver malicious code, viruses, or other harmful technical elements.

8.3 Enforcement

We reserve the right, but are not obligated, to monitor Content on the Services for compliance with this Policy. We may remove Content, suspend, or permanently terminate accounts that we reasonably believe violate this Policy, in our sole discretion and without prior notice.

Certain categories of prohibited inputs will be filtered automatically. No automated filter is perfect, and the existence of filters does not constitute a warranty that the Services will never produce objectionable content.

If you encounter Content on the Services that you believe violates this Policy, please report it to support@howtopromptsuno.com.

9. Privacy and Data Protection

9.1 Privacy Policy

The collection, use, and disclosure of your Personal Information in connection with the Services is governed by our Privacy Policy, available at the Site at /privacy. Our Privacy Policy is incorporated into these Terms by reference. By using the Services, you consent to the practices described in our Privacy Policy.

9.2 Canadian Privacy Law Compliance

The Company is subject to the Personal Information Protection and Electronic Documents Act (PIPEDA) or its successor legislation, and applicable provincial privacy legislation, including Quebec’s Act Respecting the Protection of Personal Information in the Private Sector (Law 25). We collect, use, and disclose Personal Information only with your consent or as otherwise permitted or required by law, and only for the purposes identified at or before the time of collection.

Quebec residents have additional rights under Law 25, including the right to data portability, the right to be forgotten, the right to know when an automated decision is made about them, and the right to withdraw consent. To exercise these rights, contact us at support@howtopromptsuno.com.

9.3 European and UK Users --- GDPR

If you are located in the European Economic Area (EEA) or the United Kingdom, the General Data Protection Regulation (GDPR) and/or the UK GDPR applies to our processing of your Personal Information. In that case, we process your Personal Information on the following legal bases: performance of a contract (to provide the Services), legitimate interests (to improve and secure the Services), and consent (for AI training uses, marketing communications, and other uses requiring consent). You have rights under the GDPR including rights of access, rectification, erasure, restriction of processing, data portability, and the right to object to processing. To exercise these rights, contact us at support@howtopromptsuno.com.

9.4 AI Infrastructure Providers

To provide certain generative features, your Inputs and Reference Media may be transmitted to our AI Infrastructure Providers (currently including Replicate, Inc.) for processing. These transmissions are governed by the terms and privacy policies of those providers in addition to our Privacy Policy. By using the applicable generative features, you acknowledge and consent to this processing.

9.5 Data Security

We implement commercially reasonable technical and organizational measures to protect your Personal Information and Content from unauthorized access, loss, or disclosure. However, no security measure is infallible. You use the Services at your own risk and should take appropriate steps to protect any sensitive information you choose to submit to the Services.

10. Copyright Compliance --- Notice and Notice Regime

10.1 Respect for Intellectual Property

This Section 10 constitutes our Copyright and Takedown Policy, as referenced in our Privacy Policy. The Company respects the intellectual property rights of others and expects users of the Services to do the same. We comply with the Notice and Notice regime under the Copyright Act (Canada) and will respond to valid notices of claimed copyright infringement in accordance with applicable law.

10.2 Submitting a Notice of Infringement

If you believe that Content on the Services infringes your copyright, please send a written notice to our designated copyright agent at support@howtopromptsuno.com with the subject line ‘Copyright Notice,’ including the following information:

  • Your name, address, telephone number, and email address;

  • Identification of the copyrighted work you claim has been infringed, or a representative list if multiple works are at issue;

  • Identification of the Content that you claim is infringing and information reasonably sufficient to allow us to locate the Content on the Services;

  • A statement that you have a good faith belief that the use of the Content in the manner complained of is not authorized by the copyright owner, its agent, or applicable law;

  • A statement that the information in your notice is accurate;

  • Your physical or electronic signature.

Please note that submitting a knowingly false or misleading notice may expose you to legal liability.

10.3 Our Response

Upon receipt of a valid notice, we reserve the right to remove or disable access to the allegedly infringing Content, notify the user who posted the Content, and take further action as appropriate under applicable law, including suspending or terminating accounts of repeat infringers.

10.4 Counter-Notice

If you believe Content was removed in error, you may submit a counter-notice to support@howtopromptsuno.com with the subject line ‘Copyright Counter-Notice,’ including: your identification and contact information; identification of the removed Content and its former location; a statement under penalty of perjury that you have a good faith belief the Content was removed as a result of mistake or misidentification; and your consent to the jurisdiction of the courts of the Province of Ontario for purposes of any proceeding related to the counter-notice.

11. Disclaimers and Limitation of Liability

11.1 No Warranties

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND ALL ASSETS ARE PROVIDED ‘AS IS’ AND ‘AS AVAILABLE,’ WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. THE COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT ANY DEFECTS WILL BE CORRECTED.

We do not warrant the accuracy, completeness, or suitability of any Assets generated through the Services for any particular purpose. You are solely responsible for evaluating and determining the appropriateness of any Assets before relying on or using them.

11.2 Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, DATA, GOODWILL, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Our total aggregate liability to you for all claims arising out of or relating to these Terms or the Services shall not exceed the greater of: (a) the total amount paid by you for all Products and Services in the twelve (12) months immediately preceding the event giving rise to the claim; or (b) one hundred United States dollars (USD $100.00).

Some jurisdictions, including certain Canadian provinces and EU member states, do not permit the exclusion or limitation of liability for certain types of damages. If you are located in such a jurisdiction, some of the above limitations may not apply to you to the extent prohibited by applicable law.

11.3 Indemnification

To the fullest extent permitted by applicable law, you agree to indemnify, defend, and hold harmless the Company, its affiliates, officers, directors, employees, contractors, and agents from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or in connection with: (a) your use of the Services; (b) your Content; (c) your violation of these Terms; (d) your violation of any applicable law or the rights of any third party; or (e) your use or commercialization of any Assets.

12. Dispute Resolution

This section contains important provisions regarding how disputes between you and the Company will be resolved. Please read it carefully. Depending on your jurisdiction, it may affect your right to litigate in court.

12.1 Informal Resolution --- Mandatory First Step

Before initiating any formal dispute resolution process, you must first provide the Company with written notice of your dispute by email to support@howtopromptsuno.com with the subject line ‘Dispute Notice.’ Your notice must include: your name and account email address; a detailed description of the nature and basis of your claim; and the specific relief you are seeking. The Company will respond within 30 days of receiving your notice.

Both parties agree to negotiate in good faith for a period of 60 days from the date the Company receives your Dispute Notice (the ‘Informal Resolution Period’). Neither party may initiate formal arbitration or court proceedings until the Informal Resolution Period has expired, unless either party is seeking emergency injunctive relief as provided in Section 12.4.

12.2 Binding Arbitration --- Canadian and International Users

If the dispute is not resolved during the Informal Resolution Period, and you are not located in the European Economic Area or the United Kingdom, the dispute shall be finally resolved by binding arbitration administered by the ADR Institute of Canada, Inc. (ADRIC), or such other recognized Canadian arbitration body as the parties may agree in writing, in accordance with the applicable Arbitration Rules in force at the time the arbitration is commenced, except as modified herein.

  • The arbitration shall be conducted by a single arbitrator mutually agreed upon by the parties, or if the parties cannot agree, appointed in accordance with ADRIC’s Rules.

  • The arbitration shall be conducted in English.

  • The arbitration shall be conducted remotely (by videoconference) unless both parties agree to an in-person hearing, in which case the hearing shall take place in Toronto, Ontario, Canada.

  • The arbitrator shall have the authority to award any remedy available at law or in equity, subject to the limitations set out in these Terms.

  • The arbitral award shall be final and binding and may be enforced in any court of competent jurisdiction.

  • Consumer users: The Company will pay all ADRIC filing and administrative fees where the amount in dispute does not exceed CAD $10,000 and you are using the Services for personal, non-commercial purposes.

  • Business users: Each party shall bear its own legal fees. ADRIC fees shall be allocated in accordance with ADRIC’s Rules.

The governing law for the arbitration shall be the laws of the Province of Ontario and the federal laws of Canada applicable therein, without reference to conflict of law rules.

12.3 Small Claims Court Carve-Out

Notwithstanding Section 12.2, either party may bring an individual claim in the Small Claims Court of Ontario (or the equivalent small claims court of your province or territory) if the claim qualifies under that court’s monetary jurisdiction, provided the claim is brought solely on an individual basis and not as part of a class or collective action.

12.4 Injunctive and Emergency Relief

Either party may apply to a court of competent jurisdiction for emergency, interim, or injunctive relief necessary to protect that party’s rights or interests pending the outcome of arbitration. Seeking such relief shall not be deemed a waiver of the right to arbitrate the underlying dispute.

12.5 Class Action Waiver

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AND THE COMPANY EACH WAIVE THE RIGHT TO BRING OR PARTICIPATE IN ANY CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION OR ARBITRATION. ALL DISPUTES MUST BE BROUGHT SOLELY ON AN INDIVIDUAL BASIS. If this waiver is found unenforceable with respect to any particular claim, that claim must be severed and proceed in court rather than in arbitration, with all other claims proceeding in arbitration on an individual basis.

12.6 EU and UK Users --- Local Courts

If you are located in the European Economic Area (EEA) or the United Kingdom, Sections 12.2 and 12.5 do not apply to you. You retain all rights under applicable EU or UK consumer protection law to bring claims in the courts of your country of residence, and nothing in these Terms shall be construed to limit or waive those statutory rights. The governing law for your dispute shall be the laws of the Province of Ontario and the federal laws of Canada applicable therein, except where mandatory consumer protection laws in your jurisdiction require otherwise.

EU users may also have access to the European Commission’s Online Dispute Resolution platform at https://ec.europa.eu/consumers/odr, or such successor platform as designated by the European Commission.

12.7 Quebec Users

For users located in the Province of Quebec, the Quebec Consumer Protection Act and other mandatory Quebec consumer protection legislation apply to your use of the Services. Where these laws provide you with rights that cannot be waived by contract, those rights are preserved notwithstanding anything in these Terms to the contrary.

12.8 Governing Law

Except as set out in Sections 12.6 and 12.7, these Terms and any disputes arising hereunder shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles.

12.9 Limitation Period

Except where prohibited by applicable law (including in Quebec and in EU/UK jurisdictions), any claim arising out of or relating to these Terms or the Services must be commenced within one (1) year after the cause of action accrues. Claims not brought within this period are permanently barred.

13. Third-Party Services and Links

The Services integrate with and rely upon our AI Infrastructure Providers, currently including Replicate, Inc., to deliver certain generative features. Your use of the Services is also subject to the terms and conditions of applicable AI Infrastructure Providers. We do not control the operations, policies, or outputs of AI Infrastructure Providers and are not responsible for any harm arising from their services.

The Services may contain links to third-party websites, resources, or tools. We provide these links for convenience only and do not endorse or assume responsibility for the content, privacy practices, or availability of any third-party resources. Your use of any third-party resource is at your own risk and subject to that party’s terms.

14. Force Majeure

Neither party shall be liable for any failure or delay in performance of its obligations under these Terms where such failure or delay is caused by circumstances beyond its reasonable control, including acts of God, natural disasters, pandemic, war, terrorism, labour disputes, governmental action, or failures of third-party infrastructure including internet service providers or cloud service providers.

15. Modifications to the Terms

We reserve the right to modify these Terms at any time. We will provide notice of material changes by: (a) updating the ‘Version Effective Date’ at the top of this document; (b) posting a notice on the Services; and (c) where practicable, sending an email to your registered address. Your continued use of the Services following the effective date of any modification constitutes your acceptance of the revised Terms.

If you do not agree to any modification, your sole remedy is to cease using the Services and request deletion of your account.

16. General Provisions

Entire Agreement: These Terms, together with our Privacy Policy and any supplemental guidelines incorporated by reference, constitute the entire agreement between you and the Company with respect to the Services, and supersede all prior agreements, representations, and understandings relating to the subject matter hereof.

Severability: If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, the remaining provisions shall continue in full force and effect.

Waiver: No failure or delay by either party in exercising any right under these Terms shall constitute a waiver of that right. No waiver of any breach shall be deemed a waiver of any subsequent breach.

No Agency: These Terms do not create any agency, partnership, joint venture, franchise, or employment relationship between you and the Company.

Assignment: You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, sale of assets, or by operation of law.

Survival: Sections 6 (Content and Intellectual Property), 9 (Privacy), 11 (Disclaimers and Limitation of Liability), 12 (Dispute Resolution), and any other provisions that by their nature should survive termination, shall survive termination of these Terms.

Language: These Terms are written in English. In the event of any inconsistency between an English version and any translated version, the English version shall prevail, except where applicable law requires otherwise.

No Third-Party Beneficiaries: These Terms do not confer any rights or remedies on any third party unless expressly stated herein.

17. Contact Information

If you have any questions, concerns, or requests regarding these Terms or the Services, please contact us at:

Clearweb Agency Inc.

Operating as: howtopromptsuno.com

Contact: support@howtopromptsuno.com

These Terms were last updated on March 24, 2026. © Clearweb Agency Inc. All rights reserved.

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