Last updated: 1/8/2026
These Churchable software licence terms and conditions (including the attached AI Terms Addendum) altogether the "Terms" alongside any applicable Order (as defined in clause 1.1) – collectively the "Agreement", is a legal contract between you (you) and Prompt Miner Ltd. (trading as Churchable) is registered and incorporated in England and Wales, company number 15577817, of 14 Norwich Road, Barnham Broom, England NR9 4BU ("us" or "we") – individually referred to as "party" and collectively as "parties", for:
We license the use of the Software and Documents to you based on the Agreement. We do not sell the Software or Documents to you. We remain the owners of the Software and Documents at all times.
1.1 In consideration of payment by you of the agreed licence fees as set out in the Order and your agreeing to abide by the terms of the Agreement, we grant to you a non-exclusive, non-transferable licence to use the Software and the Documents on the terms of the Agreement. The licence is solely for your own use and business purposes
“Order” shall mean an order form, a statement of work or any other agreement, document, or email, setting out the amount of the licence fees, and the subscription period you agree to when signing up to our product. Where you purchase our product through our website, the licence fees and subscription term displayed at checkout shall form the applicable Order.
1.2 The Software may contain or be provided with components that are subject to open-source software licences. Any use of those components may be subject to additional terms and conditions, and you agree that any applicable licences governing the use of the components will be incorporated by reference in the Agreement.
1.3 Licence is granted on a subscription basis and will expire at the end of the applicable subscription period you agreed to in the applicable Order, unless renewed.
1.4 You are responsible to control access to, and use of, the Software and Documents by your end users and you are responsible for any use of the Software that does not comply with the Agreement.
1.5 You may order Software for use by means of any legal entity that controls, is controlled by, or is under common control with you ("Affiliates"). In such case the licences granted to you under the Agreement will apply to such Affiliates, but you will have the sole right to enforce the Agreement against us. You will remain responsible for all obligations under the Agreement and for your Affiliates’ compliance with the Agreement and any applicable order(s) issued hereunder.
1.6 Nothing in the Agreement will restrict our right to use, profit from, disclose, publish, keep secret, or otherwise exploit ideas, suggestions, comments, input, enhancement requests, feedback, recommendations, or other information or know-how, in any form, that you may provide to us in relation to our services and the Software (“Feedback”), without compensating or crediting you or the individual providing such Feedback.
1.7 In the course of your using the Software we may collect the Usage Data to provide and maintain the Software, to provide customer support, to improve and enhance our services as well as to detect, prevent and address technical issues. “Usage Data” means data and information related to your use of our services.
2.1 You undertake not to:
(a) knowingly access, store, distribute or transmit any viruses, or any material as part of your use of the Software that are illegal, unlawful, defamatory or infringe the rights of any third party and shall ensure that your use of the Software is in accordance with applicable laws and does not infringe any third-party rights;
(b) use the Software to generate, upload, store, or transmit content that is offensive, abusive, harmful, or otherwise inappropriate;
(c) copy, modify, reverse engineer, decompile, or disassemble the Software, or attempt to do so;
(d) install or use any third-party software or technology in any way that would subject our intellectual property or technology to any other licence terms;
(e) work around, circumvent or attempt to bypass any technical limitations in the Software or restrictions in Documents, including any guardrails or controls applied to the Software’s AI-based features;;
(e) use the Software for any unlawful purpose; or
(d) distribute, sublicense, rent, lease, or lend Software, in whole or in part. You represent and warrant that you have the right and title to use the Customer Data.
2.2 You represent and warrant that you have the right and title to use the Customer Data.
“Customer Data” means any information, data, and other content (excluding Usage Data) in any form or medium, that is submitted, posted, or otherwise transmitted by you or on your behalf through the Software.
3.1 You agree to pay the subscription fees set out in the Order.
3.2 Except where we agree otherwise, payment is via credit or debit card or through the use of a payment link generated at the sign-up time on a subscription basis. Payment is charged ahead of each billing period.
3.3 If we agree that you may use a Free Trial, then we will make such Free Trial available to you on a trial basis, free of charge, until the earlier of: (i) the end of the free trial period agreed in the Order, (i) the start date of any subscription you purchase; or (iii) termination of the Free Trial at our discretion. A free trial period may be extended upon mutual agreement.
“Free Trial” means any service or functionality we make available to you to try at no additional charge.
4.1 You acknowledge that all intellectual property rights in the Software and the Documents anywhere in the world belong to us, that rights in the Software are licensed (not sold) to you, and that you have no rights in, or to, the Software or the Documents other than the right to use them in accordance with the terms of the Agreement.
4.2 You acknowledge that you have no right to have access to the Software in source code form.
5.1 We may, from time to time, develop, update, enhance, modify, limit, suspend or discontinue features or functionality of the Software or Documents, and introduce new features or functionality.
5.2 We will not make any change that would materially and adversely reduce the core functionality of the Software licensed under an active Order during the applicable subscription period, unless:
5.2.1 the change is required to comply with applicable law or regulation;
5.2.2 the change is necessary for security, performance, technical, or commercial reasons; or
5.2.3 the change reflects user feedback, behaviour or usage data.
5.2.3 Any performance warranty under this Agreement applies to the Software and Documentation as provided from time to time and does not guarantee the continued availability of any particular feature or functionality.
6.1 Scope. We warrant that we will use commercially reasonable efforts to make the Software available and to ensure that it performs as materially described in the Documentation, recognising that the Software is provided as an evolving service and may change from time to time (the “Performance Warranty”).
6.2 No Uptime Commitment. The warranties set out in this Agreement do not include, and we do not provide, any service level agreement, uptime commitment or availability guarantee in respect of the Software. The Software may be subject to interruptions, downtime, errors, or delays, and uninterrupted or error-free operation is not guaranteed.
6.3 Claim Report. You must report a breach of warranty in reasonable detail (“Claim”) within 30 days after discovering the issue in the Software (“Claim Period”).
6.4 Remedy. Within 30 days of receiving a verified Claim during the Claim Period (“Fix Period”), we will use reasonable efforts to correct or provide a reasonable workaround (“Fix”) for the Claim. If we fail to provide a Fix during the Fix Period, either party may on notice to the other terminate the Order as it relates to the nonconforming Software and we will refund to you any prepaid, unused fees for the terminated portion of the subscription period.
6.5 The procedures set forth in this section are your exclusive remedies and our sole liability for breach of the Performance Warranty.
6.6 The above warranty does not apply:
6.6.1 if the defect or fault in the Software results from you having altered or modified the Software; and
6.6.2 if the defect or fault in the Software results from you having used the Software in breach of the terms of the Agreement.
6.7 Disclaimers. Except as expressly set out in this Agreement, each party disclaims all warranties, whether express, implied, statutory or otherwise, including warranties of merchantability, fitness for a particular purpose, title and noninfringement. Our warranties in this Section do not apply to issues arising from third-party platforms or misuse or unauthorized modifications of the Software. These disclaimers apply to the full extent permitted by law.
7.1 We, at our own cost, will defend you from and against any Churchable-Covered Claims and will indemnify and hold you harmless from and against any damages or costs awarded against you (including reasonable legal fees) or agreed in settlement by us resulting from the Churchable-Covered Claims.
7.2 You, at your own cost, will defend us from and against any Customer-Covered Claims and will indemnify and hold harmless us from and against any damages or costs awarded against us (including reasonable legal fees) or agreed in settlement by you resulting from the Customer-Covered Claims.
7.3 The following definitions apply in this clause:
7.3.1 “Customer-Covered Claim” means a third-party claim alleging that Customer Data infringes the rights of a third party.
7.3.2 “Churchable-Covered Claim” means a third-party claim that the Software, when used by you as authorised in the Agreement, infringes or misappropriates a third party’s intellectual property rights.
7.4 The indemnifying party’s obligations in this clause 7 are subject to receiving from the indemnified party: (a) prompt notice of the claim (but delayed notice will only reduce the indemnifying party’s obligations to the extent it is prejudiced by the delay), (b) the exclusive right to control the claim’s investigation, defense, and settlement and (c) reasonable cooperation at the indemnifying party’s expense. The indemnifying party may not settle a claim without the indemnified party’s prior approval if settlement would require the indemnified party to admit fault or take or refrain from taking any action (except regarding use of the Software when we are the indemnifying party). The indemnified party may participate in a claim with its own counsel at its own expense.
7.5 In response to an infringement or misappropriation claim, if required by settlement or injunction or as we determine necessary to avoid material liability, we may: (a) procure rights for your continued use of the Software, (b) replace or modify the allegedly infringing portion of the Software to avoid infringement, without reducing the Software’s overall functionality or (c) terminate the affected order and refund to you any pre-paid, unused fees for the terminated portion of the subscription term.
7.6 Our obligations in this clause 7 do not apply to claims resulting from (a) modification or unauthorised use of the Software, (b) use of the Software in combination with items not provided by us, or (c) use of the Software other than the most recent release, if we made available (at no additional charge) a newer release that would avoid infringement.
7.7 This clause 7 sets out the indemnified party’s exclusive remedy and the indemnifying party’s sole liability regarding third-party claims of intellectual property infringement or misappropriation covered by this clause 7.
8.1 General Cap. Each party’s entire liability arising out of or related to this Agreement will not exceed the General Cap.
8.2 Consequential Damages Waiver. Neither party will have any liability arising out of or related to this Agreement for indirect, special, incidental, reliance or consequential damages or damages for loss of use, lost profits or interruption of business, even if informed of their possibility in advance.
8.3 Exceptions and Enhanced Cap. Sections 7.1 (General Cap) and 7.2 (Consequential Damages Waiver) will not apply to Enhanced Claims or Uncapped Claims. For all Enhanced Claims, each party’s entire liability will not exceed the Enhanced Cap.
8.4 Nature of Claims. The waivers and limitations in this Section 8 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy in this Agreement fails of its essential purpose.
8.5 Liability Definitions:
“Enhanced Cap” means three times (2x) the General Cap.
“Enhanced Claims” means Provider’s breach of Section 13 (Privacy and Security).
"General Cap” means amounts paid or payable by you to us under this Agreement in the 12 months immediately preceding the first incident giving rise to liability.
"Uncapped Claims” means (a) the indemnifying party’s obligations under Section 6 (Indemnification), (b) either party’s infringement or misappropriation of the other party’s intellectual property rights, (c) any breach of Section 10 (Confidentiality) and (d) liabilities that cannot be limited by Law.
9.1 The Agreement is effective until terminated, as described below. The term for each order will be set forth therein. Each subscription term will renew for successive periods unless (a) the parties agree on a different renewal order or (b) either party notifies the other of non-renewal at least 30 days prior to the end of the then current subscription term.
9.2 Termination without cause. Unless otherwise set forth in an order, either party may terminate the Agreement or any order without cause by giving notice. We will not provide refunds or credits for any partial subscription period(s) if the Agreement or an Order is terminated without cause.
9.3 Termination for cause. Without limiting other remedies it may have, either party may terminate the Agreement or any order immediately on notice if (i) the other party materially breaches the Agreement or an order, and fails to cure the breach within 30 days after receipt of notice of the breach; or (ii) the other party becomes Insolvent. Upon such termination, the following will apply: (i) all licences granted under the Agreement will terminate immediately; (ii) all amounts due under any unpaid invoices will become due and payable immediately. If we are in breach, you will receive a credit for any subscription fees, for unused consumption for any usage period after the termination date.
9.4 We may suspend use of the Software without terminating the Agreement during any period of your material breach. We will give you reasonable notice before suspending the Software. Suspension will only be to the extent reasonably necessary.
9.5 The terms of the Agreement, including the applicable order, that are likely to require performance, or have application to events that may occur, after the termination or expiration of the Agreement or any order, will survive termination or expiration, including all indemnity obligations and procedures.
10.1 “Confidential Information” is non-public information that is designated “confidential” or that a reasonable person should understand is confidential, disclosed by one party to the other party. Confidential Information does not include information that: (1) becomes publicly available without a breach of a confidentiality obligation; (2) the receiving party received lawfully from another source without a confidentiality obligation; (3) is independently developed; or (4) is a comment or suggestion volunteered about the other party’s business, products, or services.
10.2 Each party will take reasonable steps to protect the other’s Confidential Information and will use the other party’s Confidential Information only for purposes of the parties’ business relationship. Neither party will disclose Confidential Information to third parties, except to its representatives, and then only on a need-to-know basis under nondisclosure obligations at least as protective as the Agreement. Each party remains responsible for the use of Confidential Information by its representatives and, in the event of discovery of any unauthorised use or disclosure, must promptly notify the other party.
10.3 Disclosure required by law. A party may disclose the other’s Confidential Information if required by law, but only after it notifies the other party (if legally permissible) to enable the other party to seek a protective order.
10.4 The obligations in this clause 10 apply for a period of five years after a party receives the Confidential Information.
11.1 We may update the terms of the Agreement at any time on notice to you in accordance with this clause 10. Your continued use of the Software and Documents following the deemed receipt and service of the notice under clause 10.3 shall constitute your acceptance to the terms of the Agreement, as varied. If you do not wish to accept the terms of the Agreement (as varied) you must immediately stop using and accessing the Software and Document on the deemed receipt and service of the notice.
11.2 If we have to contact you, we will do so by email or by pre-paid post to the address you provided in accordance with your order for or registration of the Software.
11.3 Note that any notice:
(a) given by us to you will be deemed received and properly served 24 hours after it is first posted on our website, 24 hours after an email is sent, or three days after the date of posting of any letter; and
(b) given by you to us will be deemed received and properly served 24 hours after an email is sent, or three days after the date of posting of any letter.
11.4 In proving the service of any notice, it will be sufficient to prove, in the case of posting on our website, that the website was generally accessible to the public for a period of 24 hours after the first posting of the notice; in the case of a letter, that such letter was properly addressed, stamped and placed in the post to the address of the recipient given for these purposes; and, in the case of an email, that such email was sent to the email address of the recipient given for these purposes.
12.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Agreement that is caused by any act or event beyond our reasonable control, including without limitation failure of public or private telecommunications networks ("Force Majeure Event").
12.2 If a Force Majeure Event takes place that affects the performance of our obligations under the Agreement:
(a) our obligations under the Agreement will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control; and
(b) we will use our reasonable endeavours to find a solution by which our obligations under the Agreement may be performed despite the Event Outside Our Control.
13.1 Under data protection legislation, we are required to provide you with certain information about who we are, how we process the personal data of those individuals who use the Software and the Documents and for what purposes and those individuals’ rights in relation to their personal data and how to exercise them. This information is provided in our Privacy Policy (accessible at: www.churchable.ai/privacy-policy) and it is important that you read it.
13.2 We will take appropriate security measures in accordance with our data security policy we may provide to you from time to time. This includes using approopriate technical and organizational measures designed to prevent unauthorized access, use, alteration or disclosure of Customer Data.
14.1 Assignment. We may transfer our rights and obligations under the Agreement to another organisation, but this will not affect your rights or our obligations under the Agreement. You may only transfer your rights or your obligations under the Agreement to another person if we agree in writing.
14.2 Entire Agreement. The Agreement constitutes the entire agreement between us and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between us, whether written or oral, relating to its subject matter. In the event of any conflict between the provisions of the terms and conditions contained herein and the provisions of the Order, these terms and conditions shall prevail.
14.3 Representation. You acknowledge that in entering into the Agreement you do not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Agreement. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Agreement.
14.4 Waiver. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
14.5 Severance. Each of the provisions of the Agreement operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining provisions will remain in full force and effect.
14.6 Governing Law. The Agreement, its subject matter, and its formation (and any non-contractual disputes or claims) are governed by English law. The parties irrevocably agree to the exclusive jurisdiction of the courts of English courts.
The following terms ("AI Terms"). are hereby added to, and become an integral part of, the Agreement. Capitalised terms not defined in these AI Terms have the meanings given in the Agreement. The Agreement applies to the AI Features with the following modifications.
"AI Features" means large language models (LLMs) or other machine learning or artificial intelligence features of the Software.
We may not use Inputs and Outputs to train or otherwise improve the AI Features, except solely for Your benefit.
Inputs. Except for our express rights in the Agreement, as between you and us, you retain all intellectual property and other rights in your Inputs.
Outputs. Subject to the Agreement (including the restrictions it contains), we hereby grant to you a non-exclusive, worldwide, perpetual right and licence to reproduce, distribute, publicly display, publicly perform, and prepare derivative works of Output.
Infringement by Outputs. Due to the nature of the AI Features, we do not represent or warrant that (a) Output does not incorporate or reflect third-party content or materials or (b) Output will not infringe third-party intellectual property rights. Claims of intellectual property infringement or misappropriation by Output are not included in Churchable-Covered Claims.
Infringement Outputs. You acknowledge that Outputs provided to you may be similar or identical to Outputs independently provided by us to others.
DISCLAIMER. OUTPUTS ARE GENERATED THROUGH MACHINE LEARNING PROCESSES AND ARE NOT TESTED, VERIFIED, ENDORSED OR GUARANTEED TO BE ACCURATE, COMPLETE OR CURRENT. YOU SHOULD INDEPENDENTLY REVIEW AND VERIFY ALL OUTPUTS AS TO APPROPRIATENESS FOR ANY OR ALL OF YOUR USE CASES OR APPLICATIONS. THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY IN THE AGREEMENT APPLY TO THE AI FEATURES.
Special Restrictions on Use of AI Features. Without limiting any restrictions on use of the Software in the Agreement, you will not and will not permit anyone else to:
(a) use the AI Features or any Output to infringe any third-party rights;
(b) use the AI Features or any Output to develop, train or improve any AI or ML models (separate from authorised use of the Cloud Service under this Agreement);
(c) represent any Output as being approved or vetted by us;
(d) (d) use the AI Features for automated decision-making that has legal or similarly significant effects on individuals, unless it does so with adequate human review and in compliance with laws; or
(e) use the AI Features for purposes or with effects that are discriminatory, harassing, harmful or unethical.