Graded Prompts — Seller Agreement

Last updated: 6 June 2026

1. Parties and Scope

This Seller Agreement (the "Agreement") is between Graded Prompts Ltd, a company registered in England and Wales (company number 17080335) ("Graded Prompts", "we", "us"), and the individual or entity registering as a Seller on the Graded Prompts platform ("Seller", "you"). This Agreement governs your sale of digital prompts and related content through the Graded Prompts platform at gradedprompts.com (the "Platform") and the seller portal at portal.gradedprompts.com. It is read together with the Graded Prompts Privacy Policy (gradedprompts.com/legal/privacy-policy).

2. Definitions

In this Agreement:

"Prompt" means a textual instruction, prompt template, prompt bundle, or related digital content (including example outputs and metadata) that a Seller lists on the Platform.
"AI Platform" means a third-party artificial intelligence service on which a Prompt is designed to run (for example, OpenAI, Anthropic, Google Gemini, Midjourney, or Stable Diffusion).
"Output" means content (including text, images, audio, video, or code) generated by running a Prompt on an AI Platform.
"Buyer" means a registered user of the Platform who purchases a Prompt.
"Sale" means a completed purchase of a Prompt by a Buyer that has not been refunded or charged back.
"Sale Price" means the total amount paid by the Buyer for a Prompt, inclusive of any VAT, GST, sales, or equivalent tax that applies to the Sale.
"Net Sale Value" means the Sale Price less any VAT, GST, sales, or equivalent tax that Graded Prompts is required to charge and account for on the Sale. Where no such tax applies to a Sale, the Net Sale Value equals the Sale Price.
"Margin" means the percentage of the Net Sale Value retained by Graded Prompts as set out in Section 8.
"Net Revenue" means the Net Sale Value minus the Margin, expressed in USD.
"Payout" means the transfer of accumulated Net Revenue to the Seller.
In this Agreement, you are a "consumer Seller" if you are an individual acting for purposes that are wholly or mainly outside your trade, business, craft, or profession. If you are unsure whether you qualify as a consumer Seller, the consumer protections in this Agreement apply to you by default.
Other terms have their ordinary commercial or industry meaning.

3. Eligibility and Account

To register as a Seller you must:

1. Be at least 18 years old and legally capable of entering into binding contracts in your jurisdiction.

2. Provide accurate identity, contact, payout, and (where required) tax information.

3. Maintain a verified email address and active payout method (a Stripe-supported payout destination, or other method we make available from time to time).

4. Comply with applicable export control and sanctions laws. We cannot onboard Sellers in

jurisdictions subject to comprehensive sanctions.

5. Not be currently suspended or banned from the Platform.

Identity verification and sanctions screening. We may verify your identity and, where you are an entity, your beneficial owners, at any time — including before onboarding, before processing larger payouts, when you change payout method, or where required by our payment or payout providers or by law. Identity verification is carried out by our payout provider, Stripe, as part of Stripe Connect onboarding: Stripe collects the relevant identity and payout-account information directly and carries out its own identity and anti-money-laundering checks. We may also screen you and your beneficial owners against the UK Sanctions List and other sanctions and watchlists applicable to us or our providers (including, where relevant, lists maintained by OFAC). We may suspend, delay, withhold, or refuse payouts, and suspend or terminate your account, where you do not complete verification within a reasonable period, where screening returns a sanctions match or other prohibited status, or where required by law or by a provider. Where funds cannot lawfully be paid to you, they may be withheld or, where we are required to do so, frozen.

4. Relationship Between the Parties

You operate on the Platform as an independent supplier of digital content. Nothing in this Agreement creates an employment, agency, partnership, joint venture, or franchise relationship between you and Graded Prompts. This Agreement applies to you whether you use the Platform as a business or as a consumer. If you are a consumer, you have rights under UK consumer protection law that cannot be excluded or limited, and nothing in this Agreement affects those rights. Graded Prompts Ltd is the merchant of record for all Sales. When a Buyer purchases your Prompt, they purchase from Graded Prompts Ltd, not from you directly. We process payment, issue receipts, handle customer service, manage refunds and chargebacks, and pay you your Net Revenue as consideration for the licensed content you supply. Funds. As merchant of record, Graded Prompts receives all sums paid by Buyers as principal and for its own account. Your Net Revenue is consideration for the licence you grant under Section 5, paid by Graded Prompts out of its own funds as a contractual debt owed to you. Graded Prompts does not receive, hold, or transmit Buyer funds on your behalf, does not hold any amount on trust for you, and does not act as your agent in collecting payment or provide any payment service to you. Payment collection and payouts are carried out through regulated third-party providers (see Section 9). You are responsible for your own:

Business registration and trading status in your jurisdiction
Income tax, social contributions, and any indirect taxes applicable to your activity in your jurisdiction
Insurance, where required by your local law

5. License Grant and Platform Intellectual Property

For each Prompt you list on the Platform, you grant Graded Prompts a worldwide, non-exclusive, sublicensable license during the listing period (and for a reasonable wind-down period after delisting) to:

1. Host, store, display, demonstrate, and reproduce the Prompt on the Platform and in associated marketing channels (including search results, category pages, social media previews, and email).

2. Sublicense the Prompt to Buyers under our end-user Prompt License (gradedprompts.com/legal/prompt-license), in the version in effect at the time of each purchase.

3. Use example outputs, screenshots, and Seller-supplied media for the same purposes.

4. Use your Seller display name, profile image, and biography for attribution and Platform marketing.

This license is non-exclusive. You retain ownership of your Prompts and may list them on other platforms, your own channels, or distribute them privately (subject to Section 11). The license to Graded Prompts terminates when you delist the Prompt or terminate this Agreement, except that:

Buyers who have already purchased the Prompt retain their end-user Prompt License indefinitely
We may retain copies for legal, audit, and dispute-resolution purposes

Curation and bundling. We have discretion over how Prompts are displayed, ordered, ranked, and featured on the Platform, and we may include your Prompt in curated collections or bundles alongside other Sellers' Prompts. We do not guarantee any particular placement or sales volume (see Section 22.2). Platform intellectual property. All intellectual property rights in the Platform — including the Seller portal and content management tools, the Graded Prompts name and logo, and the design, code, databases, and content we create, but excluding Prompts and Seller-supplied media — are owned by or licensed to Graded Prompts and remain our property. We grant you a personal, limited, non-exclusive, non-transferable, revocable license to access and use the Platform and the Seller portal during the term of this Agreement, solely to list and manage your Prompts in accordance with this Agreement. You must not copy, modify, reverse engineer, distribute, or create derivative works from any part of the Platform except as expressly permitted (see Section 21), and all rights not expressly granted to you are reserved. Your records. The Platform is not a backup or storage service. You are responsible for keeping your own copies of your Prompts and any related files.

6. Content Standards and Quality Requirements

Every Prompt you list must:

1. Be your original work — created by you, or content you have full legal rights to license. Prompts substantially copied from other sellers, platforms, or generated by AI without meaningful human authorship may be rejected.

2. Include a clear title and accurate description explaining what the Prompt does and what output to expect.

3. Function as described when run with the stated AI model and parameters. Reasonable variation in AI output is expected (see Section 7), but the Prompt must reliably produce output that materially fits the listing description and is broadly consistent with the representative example outputs you provide.

4. Include representative example outputs — example images, text samples, or other media that

fairly represent typical results, not cherry-picked best-case outputs.

5. Be correctly categorised for the AI model, version, and parameters required.

6. Comply with the Prohibited Content list in Section 14.

We may review Prompts before publication and may decline, request revisions to, or remove Prompts that do not meet these standards. We may also use automated and manual checks for plagiarism, originality, and quality.

7. AI Output Variation

You acknowledge and agree that:

AI model outputs are stochastic by nature — the same Prompt run twice may produce different results.
Example images and outputs you provide are representative, not guarantees of identical reproduction.
Variation in style, composition, colour, framing, and detail between runs is normal and does not constitute a defect.
A complaint that a Prompt "did not produce the exact image shown" is not, by itself, a valid refund ground. A complaint that a Prompt does not produce output that materially fits the description and is broadly consistent with the representative examples is.

You agree to clearly note in your listing where outputs are particularly sensitive to seed values, parameters, or model versions, so Buyers understand expected variation.

8. Margin and Pricing

8.1 Standard Margin

The standard Platform Margin is 15% of the Net Sale Value. Sellers receive 85% of the Net Sale Value as Net Revenue. The Net Sale Value is the price paid by the Buyer less any VAT or equivalent tax Graded Prompts must account for on the Sale; where no such tax applies, it equals the full price paid. See Section 10 for how this affects your payout, including a worked example. Graded Prompts absorbs, from its Margin, the standard fixed payout fee and the payment processing fees charged on the Buyer's payment at checkout (for example, Stripe's card-processing fee). Fees applied by the payout provider to your payout — including currency conversion and cross-border transfer fees — are the Seller's responsibility.

8.2 Pricing

All Prompt prices are displayed and transacted in USD. You set the price for each of your Prompts within the range of USD $2.99 to $9.99 per Prompt. We may from time to time adjust this band, with at least 30 days' notice. Bundles and multi-Prompt packages may be priced outside this band under separate pricing rules we make available on the Platform. The price you set is the price shown to Buyers (inclusive of any applicable VAT or equivalent tax); your Net Revenue is calculated on the Net Sale Value, as set out in Sections 8.1 and 10. We may run discounts, sales, or promotions across the Platform under the terms set out in our Promotions Policy (available at portal.gradedprompts.com/knowledge-base/platform-promotions or any equivalent location we make available from time to time). The Promotions Policy may be updated with reasonable notice and lists current active promotions and opt-in mechanics. Where a Platform-wide promotion reduces the price paid by the Buyer, the Margin is calculated on the Net Sale Value of the discounted price actually paid, not of the list price. In all cases, the Seller's Net Revenue per Sale during a Platform-wide promotion shall not fall below 50% of the list price without the Seller's explicit opt-in.

8.3 Changes to Margin

We may change the standard Margin rate (Section 8.1) with at least 30 days' written notice by email and on-platform notice.

9. Payouts

9.1 Schedule

Payouts are processed monthly, between the 1st and 5th of each month, for Net Revenue accrued in the prior calendar month that has cleared the chargeback hold period (Section 9.3).

9.2 Minimum Threshold

The minimum payout amount is USD $30. If your eligible Net Revenue for a payout cycle is below this threshold, the balance carries over to the next cycle until the threshold is met.

9.3 Chargeback Hold

Net Revenue from each Sale is retained for 30 days from the Sale date before becoming eligible for payout. This protects against chargebacks, refunds, and fraud-related reversals. If a Sale is refunded or charged back at any time, the corresponding Net Revenue is deducted from your account balance. If your balance is insufficient, the negative balance is carried against future Sales until cleared.

9.4 Payout Methods

We make payouts via the following methods, as available in your jurisdiction:

Stripe-supported payout destinations (bank transfer, debit card, where supported)
Other methods we may introduce from time to time

You are responsible for keeping your payout details accurate. Payouts to incorrect details may be lost, and we are not liable for losses resulting from outdated or incorrect information you provided. Payouts are made through a third-party payment provider (currently Stripe). Your receipt of payouts is subject to that provider's own terms, and Graded Prompts is not responsible for the acts, omissions, fees, processing times, or availability of the provider.

9.5 Currency

All payouts are denominated in USD. Where your payout method requires conversion to a local currency, the conversion is performed by the payout provider at the prevailing rate and any conversion fees are your responsibility.

9.6 Withholding

We may withhold all or part of a payout where:

There is a pending dispute, chargeback investigation, or fraud review on your account
There is reasonable suspicion of policy violation, plagiarism, or unauthorised content
We are required to do so by law, including tax withholding obligations
Your account is in negative balance

Withheld amounts will be released, paid, or forfeited following resolution of the underlying issue, with notice to you.

9.7 Account Closure

If your account is closed (by you or us), any remaining eligible Net Revenue above the minimum threshold will be paid within 30 days of closure, subject to clearance of the chargeback hold period. Balances below the threshold at closure may be forfeited if not claimed within 180 days. Before forfeiting any balance, we will make reasonable attempts to contact you at the email address associated with your account at least 30 days before the forfeiture date. In the event of Graded Prompts' insolvency, any Net Revenue balance owed to you constitutes an unsecured contractual debt. This Agreement does not create a trust over, or grant you any proprietary interest in, any amounts owed by Graded Prompts.

9.8 Future Changes to Payout Mechanics

Payout schedules, methods, thresholds, and hold periods may be updated with at least 30 days' notice. Such updates apply prospectively and do not alter the Margin rate set out in Section 8.

10. Taxes

You are solely responsible for determining, reporting, and paying any taxes on income earned through the Platform in your jurisdiction. VAT and sales taxes on Sales. Because Graded Prompts is the merchant of record (Section 4), Graded Prompts is the supplier of the Prompt to the Buyer for indirect-tax purposes and is responsible for charging, collecting, and accounting for any VAT, GST, sales, or similar tax due on the sale to the Buyer. You are not responsible for accounting for VAT or sales tax on the sale to the Buyer. How VAT affects your payout. Where VAT or an equivalent tax applies to a Sale, it is removed from the price the Buyer pays before our Margin and your Net Revenue are calculated — the tax is never yours or ours to keep, so it comes off the top first. Our Margin and your Net Revenue are then calculated on the resulting Net Sale Value. Because tax applies in some Buyer locations and not others, the same listed price can produce a slightly different payout depending on where the Buyer is. Worked example (15% Margin, illustrative only). On a $6.00 listed Prompt: a Buyer in the United States (no VAT) gives a Net Sale Value of $6.00, a Margin of $0.90, and Net Revenue to you of $5.10; a Buyer in the United Kingdom (20% VAT) gives a Net Sale Value of $5.00 (the $1.00 of VAT is remitted to the tax authority), a Margin of $0.75, and Net Revenue to you of $4.25. The listed price is identical; the payout differs only because VAT is backed out of the UK Sale before the split. Your supply to Graded Prompts. The licence you grant to Graded Prompts under Section 5 is a supply made by you to Graded Prompts, for which your Net Revenue is the consideration. Net Revenue is treated as inclusive of any VAT or equivalent tax that you are required to account for on that supply. Where the reverse charge, zero-rating, or an outside-the-scope treatment applies — for example, where you are established outside the United Kingdom — each party will account for tax as required by applicable law. You are responsible for determining your own VAT position and any registration obligation in your jurisdiction in respect of your supply to Graded Prompts. Graded Prompts may, where required by applicable law:

Collect tax-related information from you (including W-8 / W-9 forms or equivalents)
Withhold amounts from your payouts and remit them to the relevant tax authority
Issue tax forms or reports as required

For sales to EU consumers, Graded Prompts accounts for VAT via the non-Union One Stop Shop (OSS) scheme where required. The applicable EU VAT rate is deducted in the same manner as UK VAT. For UK VAT purposes, USD amounts are converted to GBP at the prevailing market exchange rate on the date of supply, in accordance with HMRC Notice 700. We do not provide tax advice. Consult a qualified professional in your jurisdiction.

11. Multi-Platform Listing

You may list your Prompts on other platforms, your own website, or any other channel of your choice. Graded Prompts does not require exclusivity. However:

You must not use the Platform to direct Buyers to identical Prompts at lower prices on other platforms within the Prompt listing itself (price arbitrage within the listing is prohibited; honest cross-promotion on your Seller profile is permitted).
If we determine that the same Prompt is being sold elsewhere at a materially lower price specifically to undercut Platform Sales, we may delist the Prompt on the Platform.

12. Off-Platform Communication

The Platform provides messaging features that allow Buyers and Sellers to communicate (for example, a Buyer contacting you about a purchase). The following rules apply to your use of those messaging features and to your Prompt listings and delivered files:

1. No solicitation of off-platform transactions. You must not direct, invite, or accept Buyers to transact for Platform-related services outside the Platform.

2. No contact-information exchange for commercial purposes. You must not include personal

email, phone numbers, alternative payment links, or external contact handles in Prompt listings, delivered files, or Platform messages where the purpose is to move a Platform transaction off-Platform.

3. Public brand presence is permitted. Linking to your portfolio, website, or social profiles from your Seller profile for credibility and brand-building purposes is allowed, provided you do not actively solicit Platform Buyers to transact off-Platform.

Enforcement. Violations of this Section 12 may result in:

Immediate suspension or permanent ban from the Platform
For a first violation: forfeiture limited to Net Revenue from Sales where the off-platform solicitation was directed. For repeated or egregious violations: we may deduct from your pending Net Revenue balance an amount reasonably estimated to represent the Net Revenue directly attributable to transactions affected by the off-platform solicitation, and may suspend or terminate your account
Closure of your Seller account

These rules exist because off-Platform leakage undermines the Platform's ability to provide payment protection, dispute resolution, and customer service to all parties. The strict enforcement standard reflects how difficult these violations are to detect. These rules do not apply to communications unrelated to Platform commerce (for example, professional networking or non-commercial collaboration that does not involve diverting a Platform transaction).

13. Seller Warranties

You warrant and represent, on a continuing basis, that:

1. You are the original author of, or have all rights necessary to license, every Prompt you list.

2. Neither the Prompt, nor Graded Prompts' authorised use of it (including hosting, displaying, marketing, selling, and sublicensing the Prompt to Buyers as contemplated by this Agreement), infringes or misappropriates the copyright, trademark, trade secret, right of publicity, or other proprietary right of any third party.

3. The Prompt, when used as instructed, produces output that materially fits the listing description and is broadly consistent with the representative example outputs provided.

4. Example outputs you provide are representative of the Prompt's typical output.

5. You comply with the terms of service of any third-party AI provider (OpenAI, Anthropic, Stable Diffusion, Midjourney, etc.) referenced or required by your Prompt.

6. The information you provide (identity, payout, tax) is true, accurate, and current.

7. You will not engage in fraudulent activity, wash trading, fake-review schemes, or manipulation of Platform metrics.

8. Neither you nor, where you are an entity, any of your beneficial owners is the target of financial sanctions under the UK Sanctions List or any other sanctions list applicable to Graded Prompts or

its providers, and you are not located in or ordinarily resident in a country or territory subject to comprehensive sanctions. You will notify us promptly if this ceases to be true.

9. You will not commission, purchase, or facilitate fake, misleading, or incentivised reviews of your Prompts, whether on the Platform or elsewhere. You will not offer any inducement (including free Prompts, discounts, or payments) in exchange for reviews unless the review clearly discloses the inducement.

14. Prohibited Content

You may not list Prompts that:

Generate or facilitate child sexual abuse material (zero tolerance, immediate permanent ban)
Generate sexually explicit content involving real, identifiable people without their consent
Generate content designed to harass, defame, or impersonate specific individuals
Generate malware, exploit code, or other content facilitating cyberattacks
Generate output intended to mislead in elections or critical public-health contexts
Infringe known copyrighted characters, trademarks, or branded IP without rights
Are jailbreak prompts whose primary purpose is to bypass safety guardrails of third-party AI models
Promote illegal activity, violence, hate speech, or self-harm
Are substantially copied or derivative of another Seller's existing listing
Constitute or facilitate terrorism content (Terrorism Act 2006), content facilitating child sexual exploitation (Sexual Offences Act 2003), content promoting controlling or coercive behaviour (Serious Crime Act 2015), or content facilitating the supply of controlled drugs (Misuse of Drugs Act 1971) or firearms (Firearms Act 1968), in each case as referenced in Schedule 7 to the Online Safety Act 2023

We may add to this list at any time with reasonable notice. Listings found to violate this Section may be removed without refund to the Seller and without payout for affected Sales. Reporting content. If you encounter a listing, review, message, or other content on the Platform that you believe is illegal, harmful, or in breach of this Agreement, you can report it using the report control where available, or by emailing report@gradedprompts.com. We review reports, may remove or disable access to content and suspend or terminate accounts, and have a designated person responsible for content-safety compliance. Intellectual property complaints are handled under our IP & Takedown Policy (Section 17).

15. Responsibility for Claims

15.1 Your responsibility

You are responsible for, and agree to reimburse us for, losses, costs, and expenses (including reasonable legal fees) that we reasonably and actually incur as a direct result of:

1. Your breach of this Agreement, including any warranty in Section 13;

2. A third party's claim that a Prompt you listed — or our authorised hosting, marketing, sale, or sublicensing of it under this Agreement — infringes or misappropriates that third party's rights;

3. Any tax that you were responsible for but that we are required to pay; or

4. Your violation of any law or any third-party right.

This responsibility is limited to losses that are a reasonably foreseeable consequence of those matters, and does not extend to losses caused by our own breach, negligence, or failure to mitigate.

15.2 How we will handle a claim

Where we seek to rely on this Section 15, we will:

1. Notify you in writing of the relevant claim without undue delay;

2. Give you a reasonable opportunity to participate in the defence of the claim, using legal advisers of reasonable repute;

3. Not admit liability for, or settle, the claim in a way that imposes any obligation or admission on you without your prior written consent (not to be unreasonably withheld or delayed); and

4. Take reasonable steps to mitigate the relevant losses.

You agree to provide reasonable cooperation in the defence of any such claim.

15.3 Your statutory rights

If you are a consumer Seller (as defined in Section 2), the indemnity in Section 15.1 does not apply to you. Nothing in this Section 15 excludes or limits any liability you may have to us under the general law.

16. Suspension and Termination

16.1 By You

You may close your Seller account at any time via the seller portal or by written notice to us. Payout of remaining eligible balance is handled under Section 9.7.

16.2 By Us

We may suspend or terminate your Seller account, with or without notice depending on severity, for:

Material breach of this Agreement
Repeated or serious quality, originality, or content-standard violations
Fraud, manipulation, or abuse of Platform systems
Excessive chargebacks or refund rates
Off-Platform solicitation in violation of Section 12 (immediate ban)
Legal or regulatory requirement
Extended inactivity (continuous period exceeding 12 months)

16.3 Effect of Termination

On termination:

Your Prompts are delisted (Buyers who already purchased retain their Prompt License — Section 5)
Eligible Net Revenue is paid under Section 9.7, less any amounts withheld for cause
Surviving clauses include Sections 4 (Relationship), 13 (Warranties), 15 (Responsibility for Claims), 17 (IP and Reporting), 18 (Confidentiality), 18A (Data Protection), 21 (Acceptable Use to the extent of pre-termination conduct), 22 (Disclaimers), 23 (Limitation of Liability), and 24 (General)

17. IP Disputes, Takedowns, and Reporting

If a third party claims that a Prompt infringes their rights, or if you receive any such claim yourself, our IP & Takedown Policy (available at gradedprompts.com/legal/ip-takedown-policy) sets out how reports, takedowns, counter-notices, and our repeat-infringer approach are handled. You must notify us promptly at legal@gradedprompts.com if you receive any claim, threat, or allegation that a Prompt you have listed infringes a third party's rights.

18. Confidentiality

You agree to treat as confidential any non-public Platform information disclosed to you in your capacity as a Seller, including aggregated Buyer data, Trends Dashboard data (where applicable), unreleased features, and internal Platform metrics, except where disclosure is required by law. This obligation does not restrict you from publicly discussing your own listings, your own sales figures, or general commentary about the Platform.

18A. Data Protection

18A.1 Roles. Graded Prompts is the data controller for the buyer and seller personal data processed through the Platform, as described in our Privacy Policy. Each party is an independent controller of the personal data for which it determines the purposes and means of processing. Neither party processes that personal data on behalf of the other, and nothing in this Agreement appoints either party as the other's processor. 18A.2 Buyer personal data you receive. Where a Buyer contacts you through Platform messaging, you will receive limited Buyer personal data — the Buyer's public display name and the content of their message. You act as an independent controller of that data, and you must:

(a) use it only to respond to and assist the Buyer in connection with the relevant Prompt, purchase, or enquiry;

(b) not use it for marketing, add it to any mailing or contact list, profile the Buyer, or use it for any purpose unrelated to the Buyer's enquiry;

(d) keep it confidential and protect it with appropriate technical and organisational measures;

(e) not retain it for longer than necessary for the purpose in (a), and delete it on our reasonable request, except where you are required by law to keep it; and

(f) not use it to solicit or contact the Buyer off the Platform, except as permitted under Section 12.

18A.3 Compliance and breach notification. You will comply with all data protection laws applicable to you — including, where applicable, the UK GDPR and the Data Protection Act 2018 — in respect of any personal data you handle in connection with the Platform. You will provide reasonable assistance to enable us to respond to data-subject requests, regulator enquiries, or personal data breaches relating to data shared between us, and you will notify us without undue delay (and in any event within 48 hours) if you become aware of any breach of security affecting Buyer personal data you received through the Platform. 18A.4 Personal data in your Prompts and content. Where any Prompt, example output, or other material you supply contains personal data of a third party, you are responsible as controller for that personal data and warrant that you have a lawful basis to include it and to licence it to us under Section 5. 18A.5 Your own data. Personal data we process about you as a Seller is handled in accordance with our Privacy Policy.

19. Changes to This Agreement

We may amend this Agreement with at least 30 days' written notice by email and on-platform notice. Continued use of the Platform after the effective date of the amendment constitutes acceptance. If you do not accept an amendment, you may close your account before the effective date. Changes to Margin, payout mechanics, or other economic terms apply prospectively and do not retroactively affect Sales already settled.

20. Acceptance

This Agreement becomes binding on a Seller when the Seller accepts it via the seller portal or any other acceptance mechanism we make available before listing any Prompt or receiving any Payout.

21. Acceptable Use

In addition to the obligations elsewhere in this Agreement, you agree not to:

(a) Use the Platform for any unlawful purpose or in violation of this Agreement;

(b) Use automated tools (including scrapers, bots, or crawlers) to access, copy, or download Platform content, except for publicly available content accessed through standard search engines;

(d) Reverse engineer, decompile, or otherwise attempt to extract the source code or underlying logic of the Platform;

(e) Use the Platform in a manner that imposes an unreasonable load on our infrastructure;

(f) Interfere with or disrupt the Platform or any associated networks or services;

(g) Impersonate another person or misrepresent your affiliation with any person or entity;

(h) Share your Seller account credentials with any third party or allow another person to use your account;

(i) Transmit malware, viruses, or other malicious code via the Platform;

(j) Manipulate Platform metrics, including wash trading, fake-review schemes, vote manipulation, sales inflation, or coordinated activity designed to distort search ranking, ratings, or earnings;

(k) Engage in any conduct that would breach the terms set out in Section 6 (Content Standards), Section 12 (Off-Platform Communication), Section 13 (Warranties), or Section 14 (Prohibited Content).

22. Disclaimers

22.1 Platform Provided "As Is"

To the maximum extent permitted by law, the Platform is provided "as is" and "as available" without warranties of any kind, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, or non-infringement.

22.2 No Guarantee of Outcomes

We do not warrant that:

(a) The Platform will be uninterrupted, error-free, or secure;

(b) Your listings will result in any specific level of Sales, exposure, revenue, or ranking on the Platform;

(c) Any particular Prompt you submit will be approved for listing, remain published, or be free from removal under Section 6 or Section 14;

(d) Any AI Platform will continue to support the uses your Prompts depend on, or that changes to AI Platforms will not affect the marketability of your Prompts.

22.3 Buyer Conduct

We do not warrant the conduct of any Buyer. While we operate as merchant of record and apply our refund, chargeback, and abuse policies, we are not liable for losses arising from individual Buyer behaviour,

including chargebacks, fraudulent payments, or breach of Buyer Terms of Service by a Buyer.

22.4 Statutory Rights Preserved

Nothing in this Section 22 affects any statutory rights you may have under applicable law that cannot be excluded by contract.

23. Limitation of Liability

23.1 Excluded Liability

To the maximum extent permitted by law, Graded Prompts Ltd, its officers, employees, and agents will not be liable to you for:

(a) Indirect, incidental, consequential, special, or exemplary damages;

(b) Loss of profits, revenue, business, goodwill, or anticipated savings;

(d) Damages arising from your use of any AI Platform or any Buyer's use of an Output generated from your Prompt;

(e) Damages arising from the conduct of any Buyer, other Seller, or third party.

If you are a consumer, the exclusions in this Section 23.1 apply only to losses that were not a reasonably foreseeable consequence of the relevant breach.

23.2 Aggregate Cap

To the maximum extent permitted by law, our total aggregate liability to you under or in connection with this Agreement, regardless of the cause of action, is limited to the greater of (i) the total Net Revenue paid to you under this Agreement in the twelve (12) months preceding the event giving rise to the claim, or (ii) USD 100 (one hundred US dollars). If you are a consumer, this cap does not operate to limit our liability for losses that are a reasonably foreseeable consequence of our breach of this Agreement or our negligence. If you are acting in the course of a trade, business, craft, or profession, our total aggregate liability to you under or in connection with this Agreement shall not exceed the greater of (a) the total Net Revenue paid or payable to you in the 12 months immediately preceding the event giving rise to liability, or (b) USD 100. This cap applies to all claims in aggregate, whether in contract, tort (including negligence), breach of statutory duty, or otherwise. For the avoidance of doubt, this cap does not exclude or limit our liability for the matters listed in Section 23.3.

23.3 Liability Not Excluded

Nothing in this Section 23 excludes or limits our liability for:

(a) Death or personal injury caused by our negligence;

(b) Fraud or fraudulent misrepresentation;

24. General

24.1 Governing Law

This Agreement is governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction over disputes arising from this Agreement, except where local law gives consumer Sellers the right to bring proceedings in their country of residence.

24.1A Alternative Dispute Resolution Graded Prompts Ltd is not obliged, and does not agree, to submit to alternative dispute resolution procedures before a consumer ADR entity. Nothing in this Agreement prevents you from seeking redress through the courts.

24.2 Severability

If any provision is held unenforceable, the remaining provisions remain in full effect.

24.3 Assignment

You may not assign this Agreement without our prior written consent. We may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of our assets, with notice to you.

24.4 No Waiver

Failure to enforce any provision is not a waiver of the right to enforce it later.

24.5 Entire Agreement

This Agreement, together with the Privacy Policy (and any side letter we have separately executed with you), constitutes the entire agreement between you and Graded Prompts regarding your role as a Seller on the Platform.

24.6 Notices

Notices to you may be sent to the email address on your Seller account. Notices to us must be sent to legal@gradedprompts.com or to our registered office (set out on our Company Information page at gradedprompts.com/legal/company-information).

24.7 Third Party Rights

No one other than you and Graded Prompts has any right to enforce any term of this Agreement. The Contracts (Rights of Third Parties) Act 1999 does not apply to this Agreement, and no consent of any third party is required to vary or rescind it.

24.8 Transparency Report

Where Ofcom categorises the Platform as a regulated service under the Online Safety Act 2023, we will publish an annual transparency report in accordance with the applicable requirements.

Contact

Graded Prompts Ltd Company details and registered office: gradedprompts.com/legal/company-information Email: legal@gradedprompts.com Seller support: sellers@gradedprompts.com

This Seller Agreement is provided in English. Translations, if any, are for convenience only; the English version controls in case of conflict.