Graded Prompts — Seller Terms of Service

Effective date: 01 June 2026 · Version 1.0

1. Introduction and parties

1.1 These Seller Terms of Service ("Terms") are a contract between you ("Seller", "you") and Graded Prompts Ltd ("Graded Prompts", "we", "us"), a company registered in England and Wales (company number 17080335, registered office 128 City Road, London, EC1V 2NX, United Kingdom).

1.2 They govern your listing and sale of prompts and related content ("Prompts") through the Graded Prompts marketplace at gradedprompts.com and related domains (the "Platform").

1.3 By creating a Seller account, listing a Prompt, or otherwise using the Platform as a Seller, you accept these Terms. If you do not accept them, do not use the Platform as a Seller.

1.4 You must be at least 18 and able to enter into a binding contract. If you act for an organisation, you confirm you are authorised to bind it, and "Seller" means that organisation.

2. The agency relationship (how sales work)

2.1 Appointment. You appoint Graded Prompts as your agent, and we accept that appointment, to:

(a) list, display, market and promote your Prompts on the Platform;

(b) negotiate and conclude licence sales of your Prompts with Buyers on your behalf, including accepting Buyer orders that bind you to grant the licence in Clause 4; and

(c) collect the price payable by Buyers as your collection agent (see Clause 6).

2.2 Agent of the Seller only. Graded Prompts acts as agent of the Seller only. We are not the agent of any Buyer, do not act for any Buyer in any sale, and are not the principal in the sale of any Prompt licence.

2.3 Authority to conclude. You give Graded Prompts authority to conclude sales on your behalf — that is, to bind you to grant a Prompt licence to a Buyer who completes a purchase through the Platform — on the terms of the Prompt Licence set out in Clause 4.1 and the listing details (such as price and the AI model the Prompt targets).

2.4 Payment role is separate. For operational reasons, Graded Prompts (or its payment processor) may be shown as merchant of record on the payment and may bear card-scheme chargeback liability. This is a commercial and payment matter only. It does not make Graded Prompts the agent of any Buyer, the seller of the Prompt, or the principal in the licence sale, all of which remain as set out in Clauses 2.2, 4 and 6.

2.5 This is an agency relationship for the purposes set out in these Terms. It does not make either party the other's employee, partner or joint venturer, and neither party may hold itself out as having authority to bind the other except as expressly set out here.

3. Eligibility, account and verification

3.1 You must register a Seller account and complete onboarding with our payment provider, including any identity, business, tax and bank or payout details required.

3.2 You must give accurate, current and complete information and keep it up to date. We may verify your identity and information at any time, directly or through third parties.

3.3 We collect and verify this information to (among other things) operate payouts, meet our legal obligations (including tax reporting and anti-money-laundering and sanctions requirements), and enable us to enforce the warranties and indemnity in Clause 10. You agree we may rely on it for those purposes.

3.4 We may suspend listings or withhold payouts where verification is incomplete, information appears inaccurate, or we are required to do so by law or by our payment provider.

4. Your Prompts and the licence to Buyers

4.1 Direct licence and the Prompt Licence. Each Prompt is licensed directly by you (as licensor) to the Buyer (as licensee). When a Buyer purchases one of your Prompts, you grant that Buyer, and the Buyer accepts, a licence on the following terms (the "Prompt Licence"):

(a) Grant. A non-exclusive, worldwide, perpetual (subject to paragraph (f)), non-transferable and non-sub-licensable licence to use the purchased Prompt for the Buyer's own personal and commercial purposes.

(b) Permitted use. The Buyer may use the Prompt with the AI model(s) for which it is listed, run it as many times as they wish, and modify or adapt it for the Buyer's own use.

(c) Outputs. As between you and the Buyer, the Buyer owns and may freely use the outputs they generate using the Prompt, subject to the terms of the relevant AI provider and to applicable law. You claim no rights in the Buyer's outputs.

(d) Restrictions. The Buyer must not: (i) resell, redistribute, sub-licence, rent, lend, share, publish or otherwise make the Prompt — or any minor variation of it — available to any third party as a prompt; (ii) list or upload the Prompt, or a minor variation, on any other marketplace, prompt library, or public repository; or (iii) publicly post or display the full text of the Prompt. The Buyer is acquiring the right to use the Prompt, not to distribute it.

(e) Ownership. You retain all intellectual property rights in the Prompt. The Buyer receives only the rights expressly granted in this Prompt Licence.

(f) Duration and consumer rights. The Prompt Licence is perpetual but terminates automatically if the Buyer materially breaches it (for example, by redistributing the Prompt). Nothing in this Prompt Licence excludes or limits any statutory right a consumer Buyer has that cannot be excluded or limited by law.

The same Prompt Licence applies to every Prompt sold on the Platform and is reproduced, in identical terms, in the buyer-facing terms. We will keep the two versions identical; if they ever differ, the buyer-facing version governs the Buyer's rights under the licence.

4.2 No licence to Graded Prompts; no sub-licensing. Graded Prompts does not acquire any licence in your Prompts and does not sub-license them. Where a licence is granted to a Buyer, we grant it solely as your agent and in your name under Clause 2, not as principal.

4.3 Your retained rights. You keep ownership of, and all intellectual property rights in, your Prompts. You may list and sell the same Prompt on other platforms, your own channels, or privately, at any price you choose — we do not require exclusivity or price parity. However, you must not use your Graded Prompts listing (including its title, description, media, or any message to a Buyer) to advertise the same Prompt for sale elsewhere or to steer Buyers to buy it off the Platform.

4.4 Licence to operate and market the Platform. You grant Graded Prompts a non-exclusive, worldwide, royalty-free licence to host, store, reproduce, display, adapt for formatting, and communicate your Prompts, your example outputs and listing media, and your Seller display name, profile image and biography, solely to operate, market and promote the Platform and your listings (including in search results, category pages, social-media previews, and email) and to perform our role under these Terms. This licence ends when your content is removed, except for back-ups and records we must keep.

5. Pricing and commission

5.1 Price. You set the price for each of your Prompts by selecting from the standard price points we make available on the Platform (currently from $2.99 to $9.99, in $0.50 increments). The standard price points exist to keep pricing consistent and comparable for Buyers; within that range, the choice of price for each Prompt is yours. If you wish to sell a Prompt at a price outside the standard range, you may contact us at seller-support@gradedprompts.com to agree a price in writing, and any such agreed price will then apply to that Prompt. Prices shown to Buyers include any VAT or sales tax we are required to charge on the sale (see Clause 12).

5.2 Our commission. On each sale, the Seller receives 85% and Graded Prompts retains 15% of the net sale price — that is, the amount paid by the Buyer excluding any VAT or sales tax that we are required to account for on the sale (VAT is removed from the price first; the 85/15 split then applies to the remaining net amount). VAT and sales tax are not part of the sale proceeds and are not shared. Because prices are shown to Buyers inclusive of such tax (Clause 5.1) and tax rates vary by the Buyer's location, your net share of a given list price may vary between sales.

5.3 Individually agreed rates. Where we have separately agreed a specific rate with you in writing (including any rate locked in for early creators), that agreed rate prevails over the rate in Clause 5.2 for so long as it applies.

5.4 Changes. We may change the standard commission in Clause 5.2 by amending these Terms on at least 30 days' notice. Changes do not affect sales already concluded, or any individually agreed rate under Clause 5.3 for its agreed duration.

5.5 VAT generally. VAT and sales tax on sales to Buyers are dealt with in Clause 12. Any VAT or equivalent tax due on our own services to you will be applied in accordance with applicable law.

5.6 Promotions. We may run discounts, sales and promotions across the Platform. You authorise us, as your agent, to include your Prompts in these promotions and to set the promotional price on your behalf. Where a promotion reduces the price a Buyer pays, your share under Clause 5.2 is calculated on the discounted price actually paid, not the list price — so you share the cost of the discount. Your share of a promoted sale will not fall below 50% of the share you would have received at the full list price, unless you have expressly opted in to a deeper discount. You can exclude any Prompt from platform promotions at any time using the opt-out control in your seller portal, whether at the point you publish the Prompt or afterwards. An opt-out takes effect for promotions that start after you make the change; it does not alter a promotion already running or a sale already concluded.

6. Payment collection and discharge of the Buyer's debt

6.1 Collection as agent. Graded Prompts collects the price payable by Buyers as your limited collection agent, through our payment provider.

6.2 Discharge clause. Payment of the price by a Buyer to Graded Prompts (or to our payment provider on our behalf) fully discharges that Buyer's obligation to pay you for the relevant licence, as if the Buyer had paid you directly — whether or not Graded Prompts in fact remits the corresponding amount to you. If Graded Prompts fails to remit any amount due to you, your sole recourse is against Graded Prompts, and you have no claim against the Buyer for that amount.

6.3 Debtor–creditor, not trust. Amounts collected by Graded Prompts that are due to you are owed to you as a debt, payable under Clause 7. We do not hold those amounts on trust for you, and we may hold them with our own funds. Nothing in this clause limits your right to be paid what you are owed under these Terms.

7. Payouts

7.1 How you are paid. We pay amounts due to you — the price collected, less our commission under Clause 5 and any deductions under Clause 8 — to your nominated payout account, using the payout method we operate from time to time.

7.2 Timing and threshold. Payouts are made monthly, subject to a minimum payout threshold of $30. Amounts below the threshold roll over to the next payout.

7.3 Pending period. Newly collected amounts are held for a pending period of 30 days from the date of sale before becoming available for payout, to allow for refunds, chargebacks and fraud reversals.

7.4 Reserve / holdback. We may hold a rolling reserve of up to 10% of your balance, or amounts for up to 90 days, to cover anticipated refunds, chargebacks, fees and claims under Clause 10. We will release the reserve in the ordinary course once the relevant risk has passed.

7.5 Currency and conversion. Payouts are made in US dollars (USD). Where conversion is needed, the provider's prevailing rate and any conversion fee apply.

7.6 Your responsibility. You are responsible for the accuracy of your payout details. We are not liable for payments delayed or misdirected because of incorrect details you provided.

7.7 Withholding. We may withhold all or part of a payout where there is a pending dispute, chargeback investigation or fraud review; where we reasonably suspect a breach of these Terms, plagiarism or unauthorised content; where your account is in negative balance; or where we are required to by law. Withheld amounts are released, paid or forfeited once the underlying issue is resolved, with notice to you.

7.8 Negative balance and account closure. If refunds or chargebacks exceed your available balance, the negative balance carries against your future sales until cleared. If your account is closed (by you or us), we will pay any remaining eligible balance above the threshold within 30 days of closure, subject to the pending period and any deductions or claims; a balance below the threshold that remains unclaimed for 180 days after closure may be forfeited.

7.9 Payment provider. We operate collection and payouts through a third-party payment provider (currently Stripe). To sell and to receive payouts you must complete that provider's onboarding and identity verification and accept its applicable terms (including its connected-account agreement). The provider carries out its own checks and may hold, delay, reverse or decline payments or payouts under its own terms and risk controls, independently of us. We are not responsible for the provider's independent acts or omissions; but we will not rely on the provider relationship to avoid paying you what you are properly owed under these Terms.

8. Refunds, cancellations, chargebacks and set-off

8.1 Administered by us as agent. As your agent (and as merchant of record on the payment leg), we may receive, assess and process refunds, cancellations and chargebacks relating to your Prompts on your behalf, in line with the buyer-facing terms and applicable consumer law.

8.2 You bear the cost. As the trader in the sale (see Clause 9), you bear the cost of refunds, cancellations and chargebacks relating to your Prompts, together with any associated fees charged by card schemes or our payment provider (including any per-dispute fee, whether or not the chargeback is successfully defended). A chargeback can be raised by a Buyer's bank or card scheme well after the sale — commonly up to around 120 days after the transaction, and in some cases longer under the applicable card-scheme rules. You remain responsible for the cost of a chargeback relating to your Prompts whenever it arises, including after the pending period (Clause 7.3) has ended and after the corresponding amount has been paid out to you. We recover these amounts as set out in Clause 8.3, and this is one of the reasons we operate the pending period and reserve in Clause 7.

8.3 Deduction, set-off and clawback. We may deduct, set off, reserve, or claw back from your balance or future payouts any amount relating to refunds, cancellations, chargebacks, fees, overpayments, or claims under Clause 10. If your balance is insufficient, you must pay us the shortfall on demand.

9. Consumer law — you are the trader

9.1 Trader status. Because the sale is between you and the Buyer, you are the "trader" (or equivalent) for the purposes of consumer law applicable to your sales, including, for UK consumer Buyers, the Consumer Rights Act 2015 and the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013.

9.2 You authorise us to operate consumer processes. You authorise Graded Prompts to operate, on your behalf, the consumer-facing processes the Platform provides to meet that law, including:

(a) capturing the Buyer's express consent to immediate supply of digital content and the Buyer's acknowledgement that the right to cancel will be lost on supply, and confirming both (as required for instantly delivered digital content); and

(b) administering cancellations, refunds and required disclosures.

Operating these processes does not transfer the trader's legal responsibility to us.

9.3 Accurate descriptions. Your listings must be accurate and not misleading. You must not engage in practices prohibited by UK consumer law (including, as applicable, banned practices relating to fake reviews and hidden fees).

9.4 AI output varies. You acknowledge that AI output is inherently variable — the same Prompt run twice may produce different results, and variation in style, composition, detail and framing is normal and not a defect. A complaint that a Prompt did not reproduce an example output exactly is not, by itself, a valid refund ground; a complaint that a Prompt does not produce output materially fitting its description is. Your descriptions must not promise specific outputs you cannot reliably deliver, and you must flag in the listing where output is particularly sensitive to seed values, parameters or model versions. None of this excludes or limits any non-excludable statutory right of a consumer Buyer.

9.5 Identity and address for service. You authorise us to display your Seller display name to Buyers and to act as your address for service and for Buyer complaints in connection with sales of your Prompts, including by giving our contact details (such as our orders email and registered office) as your contact and service details to Buyers and in consumer disclosures. You must provide accurate legal identifying information (including your legal name and a geographical address) under Clause 3 and keep it current, and you authorise us to disclose it where required by law, by a card scheme or our payment provider, or to a competent authority, or where reasonably necessary to handle a Buyer complaint, dispute or claim. Acting as your address for service does not transfer the trader's legal responsibilities to us.

10. Your warranties and indemnity

10.1 Warranties. You warrant, for each Prompt you list, that:

(a) you are the sole author or are fully authorised to list and license it;

(b) it is original to you or properly licensed, and does not infringe any third party's intellectual property, privacy, or other rights;

(c) you have the right to grant the licence in Clause 4;

(d) it contains no malicious code and is not designed to circumvent any AI provider's safety or usage controls;

(e) it is lawful, and is not defamatory, obscene, hateful, or otherwise prohibited under Clause 11;

(f) your listing and description are accurate and not misleading; and

(g) your use of the Platform complies with the terms of any third-party AI provider whose model the Prompt targets;

(h) your example outputs are representative of the Prompt's typical results, not cherry-picked best cases; and

(i) you will not engage in fraud, wash trading, fake or incentivised-but-undisclosed reviews, or any manipulation of Platform metrics, rankings or earnings.

10.2 Indemnity. You will indemnify Graded Prompts (and our officers, employees and agents) against all losses, liabilities, costs (including reasonable legal costs), claims and demands arising out of or in connection with: (a) any breach of these Terms or the warranties in Clause 10.1; (b) your Prompts or listing content; (c) any third-party claim that your Prompt infringes rights; or (d) any consumer-law claim, refund, or chargeback attributable to your Prompt or its description.

10.3 The verified identity information in Clause 3 may be used to enforce this Clause 10.

11. Listing standards, content standards and takedown

11.1 Listing standards. Every Prompt you list must be your original work (or content you are fully entitled to license), have a clear and accurate title and description, function as described when run with the stated AI model and settings, include representative example outputs, and be correctly categorised for the AI model and version required.

11.2 Prohibited content. You must not list any Prompt that: generates or facilitates child sexual abuse material (zero tolerance — immediate permanent ban); generates sexual content involving real, identifiable people without their consent; is designed to harass, defame or impersonate a specific person; generates malware, exploit code or other content facilitating cyberattacks; is a jailbreak prompt whose primary purpose is to bypass a third-party AI model's safety controls; is intended to mislead in elections or critical public-health contexts; infringes copyrighted characters, trademarks or branded IP without rights; promotes illegal activity, violence, hatred or self-harm; or is substantially copied from or derivative of another Seller's listing. We may add to this list with reasonable notice.

11.3 Notice and takedown. We may remove or disable any Prompt or listing at any time where we reasonably believe it breaches these Terms or the law, or on receipt of a credible complaint (including an intellectual-property complaint), without liability to you, and without payout for affected sales where the breach warrants it. You may submit takedown or dispute requests to legal@gradedprompts.com. We operate a repeat-infringer policy and may terminate accounts accordingly.

11.4 We may, but are not obliged to, review listings before or after publication. Review by us does not transfer responsibility for a Prompt from you to us.

12. Tax, reporting and compliance

12.1 VAT and sales tax on sales to Buyers. Because of the way the Platform operates, Graded Prompts is, in many jurisdictions, treated as the supplier of the Prompt to the Buyer for VAT and sales-tax purposes. Where that is the case, we are responsible for charging, collecting and accounting for the VAT or sales tax due on the sale to the Buyer, and for any related tax registrations. Such tax is not part of the sale proceeds shared with you under Clause 5.

12.2 Your own taxes. You are responsible for all of your own taxes — including income or corporation tax on your earnings, and any VAT or sales-tax obligations arising from your own business and from the supply you are treated as making to us — and for your own tax registrations. You must give us accurate tax information (including any tax forms such as a W-8 or W-9 where applicable) when we ask for it, and we may withhold payouts until you do. We do not give tax advice; please take your own.

12.3 Platform reporting. We may collect, verify and report information about you and your sales to tax and other authorities where required by law, including under the UK Platform Operators (Due Diligence and Reporting Requirements) Regulations 2023 (and equivalent rules). You must provide the information we reasonably request for this purpose, and we may withhold payouts until you do.

12.4 Sanctions and AML. You warrant that you are not a designated person on the UK Sanctions List or any other applicable sanctions list, are not located in a sanctioned jurisdiction, and will not use the Platform in breach of sanctions or anti-money-laundering law. We may screen you against the UK Sanctions List and other lists and may suspend, withhold, or terminate where required for sanctions or AML reasons.

13. Suspension and termination

13.1 You may close your Seller account at any time. Closure does not affect licences already granted to Buyers, which survive.

13.2 We may suspend or terminate your account or listings: for breach of these Terms; for repeated or serious quality, originality or content-standard violations; for fraud, manipulation, or abuse of Platform systems; for excessive chargeback or refund rates; for off-platform solicitation in breach of Clause 15; where required by law, a regulator, or our payment provider; for extended inactivity (a continuous period exceeding 24 months); or on 30 days' notice for convenience.

13.3 On termination, we will pay amounts properly due to you under these Terms, subject to the pending period, reserve, and any deductions or claims under Clauses 8 and 10. We may continue to hold amounts reasonably needed to cover outstanding or anticipated claims.

13.4 Clauses 4 (licences already granted), 6.2, 8, 10, 12, 14, 15, 16, 17 and 18, and any others that by their nature should survive, survive termination.

14. Liability

14.1 Nothing in these Terms excludes or limits liability that cannot be excluded or limited by law (including for death or personal injury caused by negligence, or for fraud).

14.2 Subject to Clause 14.1, Graded Prompts is not liable to you for: loss of profits, revenue, goodwill, or anticipated savings; or any indirect or consequential loss.

14.3 We are not liable for Buyer non-payment beyond remitting amounts we have actually collected and that are due to you, nor for changes to, or the acts or policies of, any third-party AI provider, nor for interruptions to the Platform.

14.4 Subject to Clause 14.1, our total liability to you arising out of or in connection with these Terms in any 12-month period is limited to the total commission we retained on your sales in that period.

14.5 No guarantee of sales. We do not guarantee any level of sales, exposure, revenue, or search ranking for your Prompts, that any Prompt will be approved or remain listed, or that any AI provider will continue to support the uses your Prompts depend on. To the maximum extent permitted by law, the Platform is provided on an "as is" and "as available" basis.

15. Off-platform communication

15.1 Where the Platform offers Seller-to-Buyer messaging (for example, with any future hire-a-creator feature), you must not use it to solicit or accept transactions outside the Platform, or to exchange contact or payment details for the purpose of moving a Platform transaction off-Platform.

15.2 You may link to your own portfolio, website or social profiles from your Seller profile for brand-building, provided you do not solicit Platform Buyers to transact off-Platform. These rules protect the payment, dispute-resolution and support protections the Platform provides, and serious or repeated breaches may result in suspension, forfeiture of pending balance, or account closure.

16. Acceptable use

16.1 You must not: use the Platform unlawfully; use scrapers, bots or crawlers to access or copy Platform content (other than standard search-engine indexing of public pages); access or copy data or listings you are not authorised to; reverse engineer or attempt to extract the source code or underlying logic of the Platform; place an unreasonable load on, or interfere with, the Platform or its infrastructure; impersonate any person or misrepresent your affiliation; share your account credentials; transmit malware; or manipulate Platform metrics, rankings, reviews or earnings.

17. Confidentiality

17.1 You must treat as confidential any non-public Platform information disclosed to you as a Seller — including aggregated Buyer data, analytics or trends data, unreleased features, and internal Platform metrics — and use it only in connection with your selling activity, except where disclosure is required by law. This does not restrict you from discussing your own listings, your own sales figures, or general commentary about the Platform.

18. General

18.1 Changes to these Terms. We may change these Terms on reasonable notice. Material changes will be notified to you. Continuing to list Prompts after a change takes effect means you accept the updated Terms.

18.2 Assignment. You may not assign these Terms without our consent. We may assign or transfer them to an affiliate or successor on notice to you. Any individually agreed rate under Clause 5.3 survives such a transfer.

18.3 Notices. We may give notice through the Platform, by email to your registered address, or in your dashboard. Notices to us may be sent to seller-support@gradedprompts.com or to our registered office.

18.4 No waiver. Our failure to enforce any provision is not a waiver of our right to enforce it later.

18.5 Force majeure. We are not liable for any failure or delay in performing our obligations that results from events outside our reasonable control.

18.6 Entire agreement. These Terms (with any individually agreed terms, and the documents they reference) are the entire agreement between us on their subject matter.

18.7 Severability. If any provision is found unenforceable, the rest continues in effect.

18.8 Governing law and jurisdiction. These Terms and any dispute arising from them are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction, except where local law gives a consumer Seller the right to bring proceedings in their country of residence.

Contact

• Seller support (general): seller-support@gradedprompts.com
• Copyright and takedown notices: legal@gradedprompts.com
• Graded Prompts Ltd, 128 City Road, London, EC1V 2NX, United Kingdom