Terms of Service

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY ACCESSING OR USING THE PROMPTISTS PLATFORM, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE LEGALLY BOUND BY THESE TERMS OF SERVICE, INCLUDING THE MANDATORY ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. IF YOU DO NOT AGREE, YOU MUST NOT ACCESS OR USE THE PLATFORM.

These Terms of Service (“Terms”) govern your access to and use of The Promptists website, marketplace, products, and services (collectively, the “Platform”), operated by The Promptists LLC, a Delaware limited liability company (“The Company,” “we,” “us,” or “our”). You and The Company are each a “Party” and collectively, the “Parties.” The Platform connects individuals or businesses seeking prompt-related creative services (“Clients”) with independent providers of such services (“Promptists”). Users include both Clients and Promptists (“Users”).

1. Introduction

• 1.1 Binding Agreement. These Terms constitute a binding legal agreement between you and The Company governing your access to and use of the Platform.
• 1.2 Acceptance of Terms. By creating an account, accessing, or using the Platform, you acknowledge and agree that you have read, understood, and agree to be legally bound by these Terms. If you do not agree, you must not use the Platform.
• 1.3 Privacy Policy. Your use of the Platform is also governed by our Privacy Policy, which is incorporated herein by reference.
• 1.4 Changes to Terms. The Company may update or modify these Terms at any time by posting updated Terms on the Platform. Any changes are effective upon posting. Your continued use of the Platform after the effective date constitutes your acceptance of the updated Terms. If you do not agree, you must stop using the Platform.
• 1.5 Data Sharing Addendum. The Data Sharing and International Transfers Addendum forms part of these Terms and governs the sharing of personal data between independent Controllers under applicable data protection laws.

2. The Role of the Platform

You acknowledge and agree that:

• 2.1 The Platform is an online marketplace that facilitates independent contractual relationships between Clients and Promptists (“Service Contracts”).
• 2.2 The Company is not a party to any Service Contract and does not supervise, manage, employ, control, guarantee, or warrant any User or deliverable.
• 2.3 Promptists are independent contractors, not employees, agents, partners, fiduciaries, or joint venturers of The Company.
• 2.4 The Company has no responsibility or liability for: (i) the quality, legality, safety, originality, sufficiency, accuracy, or delivery of any work; (ii) User conduct; or (iii) disputes between Users.

3. User Responsibilities

You acknowledge and agree that you shall:

• 3.1 Use the Platform lawfully and in compliance with all applicable laws.
• 3.2 Not create, upload, commission, or distribute unlawful, infringing, harmful, defamatory, fraudulent, harassing, obscene, or otherwise objectionable content.
• 3.3 Not misrepresent your identity, skills, qualifications, or project intentions.
• 3.4 Not attempt to circumvent the Platform or its fees, solicit off-Platform transactions, conduct any communications with other Users outside the Platform, or share personal contact details (including email, phone, Zoom, social profiles, or meeting links) with other Users. All communications between Clients and Promptists shall occur exclusively through the Platform's messaging, voice, and video tools. This Section 3.4 is subject to Section 7 (Platform Spine for Enterprise Engagements) of the Enterprise Engagement Addendum for Participating Promptists and, where applicable, the equivalent provisions of any Enterprise Client Addendum, under which off-Platform communications are permitted in defined circumstances.
• 3.5 Maintain accurate, current, and secure account information.
• 3.6 Provide any identity, tax, compliance, or verification information requested by The Company or its payment processors.

4. User Content

You acknowledge and agree that:

• 4.1 You are solely responsible for all content you submit, post, transmit, display, or provide through the Platform (“User Content”).
• 4.2 The Company does not endorse, verify, or guarantee User Content.
• 4.3 The Company may, at its sole discretion and without notice, remove, restrict, or block any User Content for any reason or no reason.
• 4.4 You represent and warrant that you have obtained all legally required consents for any materials, assets, or contributions of third parties included in User Content and communications.
• 4.5 Licence to Use User Portfolio Content. By uploading, posting, or displaying any Outputs or work samples to your profile or portfolio on the Platform ("Portfolio Content"), you grant The Company a worldwide, non-exclusive, royalty-free, perpetual, irrevocable, sublicensable, and transferable licence to host, store, reproduce, modify, adapt, crop, reformat, composite, overlay, caption, translate, publicly display, publicly perform, distribute, and otherwise use such Portfolio Content for the purpose of operating, promoting, marketing, and improving the Platform. This includes use on the Platform itself, in social media posts, newsletters, case studies, advertising, promotional campaigns, investor materials, sales and partnership communications, and public-facing showcases of Promptist work, in any media now known or hereafter developed. The Company will not use Portfolio Content in a manner that materially misrepresents the Promptist, their creative intent, or their work. You represent and warrant that you have all rights necessary to grant this licence and that the Portfolio Content does not infringe the rights of any third party. For the avoidance of doubt, this licence extends to Outputs and work samples only and does not grant The Company any rights in any Prompt Assets.

5. Monitoring, Recording, and Moderation

You acknowledge and agree that:

• 5.1 The Platform provides messaging, voice, and video tools, which may be powered by third-party providers.
• 5.2 All communications on the Platform may be monitored, recorded, transcribed, scanned, stored, analyzed, and reviewed using automated systems and human moderation, for purposes including but not limited to: enforcement of these Terms, preventing off-Platform transactions, trust and safety, legal compliance, and dispute handling.
• 5.3 The Company may block, intercept, delay, or remove communications at its sole discretion.
• 5.4 You provide explicit and continuing consent to such monitoring, recording, and review.
• 5.5 You shall obtain any additional consent from other participants in communications where legally required.
• 5.6 The Company will not publicly disclose recordings or transcripts except as required by law or for legitimate enforcement, compliance, or safety purposes.

6. Moderation and Enforcement

You acknowledge and agree that:

• 6.1 The Company may take any enforcement action it deems appropriate, at its sole discretion and without notice, including content removal, account suspension, and permanent termination.
• 6.2 Communications attempting to share contact details or circumvent the Platform may be automatically blocked.
• 6.3 Enforcement decisions are final.

7. Intellectual Property

• 7.1 Definitions. For the purposes of these Terms: (a) "Outputs" means the final creative deliverables produced for a Client under a Service Contract, including but not limited to images, video, audio, text, code, and any files or assets delivered to the Client as the commissioned work product. (b) "Prompt Assets" means the prompts, prompt systems, written instructions, reference materials, workflows, parameter configurations, fine-tunes, LoRAs, custom models, and any other underlying creative machinery developed or used by the Promptist to produce the Outputs, together with any derivative or iterative versions of the same. For the avoidance of doubt, Prompt Assets do not include Client-supplied confidential materials or Client brand assets provided to the Promptist for the purposes of the engagement.
• 7.2 Ownership of Outputs. Absent a written agreement to the contrary, and upon full payment of the agreed fees, the Client shall own all rights, title, and interest in and to the Outputs as a "work made for hire" under U.S. law. To the extent any Output does not qualify as a work made for hire, the Promptist hereby irrevocably assigns to the Client all rights, title, and interest in and to such Output, including all intellectual property rights therein that may exist under applicable law.
• 7.3 Ownership of Prompt Assets. Prompt Assets remain at all times the sole property of the Promptist. No right, title, or interest in any Prompt Asset passes to the Client by virtue of a Service Contract, payment for Outputs, or any engagement conducted through the Platform, except where the Prompt Asset is separately and expressly purchased by the Client through the Platform as a distinct asset under Section 7.4.
• 7.4 Separate Purchase of Prompt Assets. A Client may purchase ownership of a Prompt Asset only by way of a separate, expressly priced transaction conducted through the Platform and agreed in writing by both parties. Where a Prompt Asset is so purchased, the Promptist shall assign all rights, title, and interest in that specific Prompt Asset to the Client on the same terms as Section 7.2 applies to Outputs. Absent such a separate transaction, the Promptist retains all rights in the Prompt Asset, including the right to reuse, adapt, and develop the Prompt Asset in connection with other Clients and projects, subject only to the confidentiality obligations in these Terms and any applicable Addendum.
• 7.5 Platform Licence. The Company's rights in respect of Portfolio Content are governed by Section 4.5. The Company holds no ownership or licence in any Prompt Asset and shall not reproduce, use, or disclose any Prompt Asset other than as strictly necessary to operate the Platform.
• 7.6 No Warranty of Non-Infringement. The Company does not review Outputs or Prompt Assets and makes no warranty that any such material is free from infringement or third-party claims.

8. Payments

• 8.1 Payments are processed by Stripe. The Company is not a bank, escrow agent, trustee, or fiduciary. Funds are collected via Stripe and released according to Platform rules.
• 8.2 The total project budget set by the Client represents the full amount payable by the Client for the project. The Company does not charge VAT, GST, sales tax, or similar indirect taxes on its own services, as set out in Section 9. Any such taxes that may apply to the supply of services from the Promptist to the Client are the sole responsibility of the Promptist and, where applicable, are deemed included within the project budget unless the Promptist has separately agreed otherwise with the Client. The Promptist's earnings are displayed net of the Platform's retention. No additional commissions or platform fees will be deducted from the Promptist's displayed earnings. Payment processing fees and currency conversion fees may apply where relevant.
• 8.3 Payments are generally non-refundable, except as required by law or Stripe’s dispute mechanisms.
• 8.4 The Company may hold or delay payouts as required for fraud review, disputes, chargebacks, compliance, or risk.
• 8.5 Promptists bear the risk of chargebacks, reversals, or client non-payment, and the Company may net or recover such amounts from future payouts.
• 8.6 Payment Agent. The Promptists Platform acts as the limited payment collection agent for Promptists. Upon a Client’s payment, The Promptists Platform is deemed to have fulfilled the Client’s payment obligation to the Promptist. Promptists acknowledge that payouts are released only after approval by the Client or the Platform, and that The Promptists Platform retains the right to withhold, delay, or refuse payouts in cases of dispute, suspected fraud, or policy violation. In the event of a chargeback or refund, the Platform may recover outstanding balances from future payouts or require reimbursement from the Promptist.

9. Taxes

• 9.1 Users are solely responsible for all taxes arising from their use of the Platform, including without limitation income, VAT, GST, sales, use, or other transactional taxes.
• 9.2 The Company is not responsible for withholding, reporting, or remitting taxes on any User’s behalf.
• 9.3 The Company's Tax Position. The Company operates as a marketplace intermediary and limited payment collection agent, as set out in Sections 2 and 8.6. The Company's only supply is the provision of platform and intermediary services to Promptists, for which it retains a portion of project payments as its commission. This commission is a business-to-business supply taxed in the jurisdiction in which the Promptist is established. The Company has no place of business in the United Kingdom, the European Union, or any other jurisdiction outside the United States, and accordingly does not charge VAT, GST, or similar indirect taxes on its services to Promptists or to Clients. This position may be reviewed from time to time in light of the Company's operations and applicable law, and these Terms will be updated accordingly if the position changes.

10. Non-Circumvention

• 10.1 You shall not, for a period of twenty-four (24) months from your first interaction with any User, solicit or engage in any off-Platform transaction for substantially similar services.
• 10.2 Any breach of this Section shall result in immediate account termination and a fee equal to twenty-five percent (25%) of the total gross value paid or payable by the Client for any off-Platform engagement. This amount represents the Platform’s standard commercial commission rate and is agreed by the User to be a reasonable estimate of damages suffered by the Company, and not a penalty.
• 10.3 This obligation survives termination.

11. Disputes Between Users

• 11.1 Users shall resolve disputes directly with one another.
• 11.2 You hereby release and hold The Company harmless from any and all liabilities, claims, demands, causes of action, damages, or costs arising out of or relating in any way to disputes between Users.
• 11.3 The Company may, at its discretion, offer limited assistance, including by holding funds or facilitating communication, but is not obligated to intervene or resolve disputes.

12. Prohibited Conduct

Users shall not:

• 12.1 Circumvent or attempt to bypass the Platform’s payment system.
• 12.2 Share personal contact information (including email, phone number, Zoom links, social media profiles, or other direct contact channels) with other Users, or conduct communications with other Users outside the Platform, save as expressly permitted under an Enterprise Addendum.
• 12.3 Post unlawful, infringing, offensive, or misleading content.
• 12.4 Misrepresent skills, qualifications, or intentions.
• 12.5 Misuse the Platform in any manner contrary to these Terms.

13. Disclaimers and Limitation of Liability

• 13.1 THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND. THE COMPANY DISCLAIMS, AND YOU HEREBY RELEASE THE COMPANY FROM, ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR PURPOSE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW.
• 13.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY’S TOTAL LIABILITY TO ANY USER SHALL NOT EXCEED THE FEES PAID TO THE COMPANY BY THAT USER IN THE SIX (6) MONTHS PRECEDING THE CLAIM OR ONE HUNDRED DOLLARS ($100), WHICHEVER IS LESS.
• 13.3 THE COMPANY SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, DATA, OR GOODWILL.

14. Indemnification

• 14.1 You agree to indemnify, defend, and hold harmless The Company and its officers, members, employees, and agents from all claims, liabilities, damages, losses, and expenses arising from: (i) your use of the Platform; (ii) your User Content, Outputs, or Prompt Assets; (iii) your Service Contracts; or (iv) your breach of these Terms or applicable laws.

15. Termination

• 15.1 The Company may suspend or terminate any User account at any time, for any reason or no reason, with or without notice, at its sole discretion.
• 15.2 The Company may hold or delay payouts during any investigation.
• 15.3 All provisions that should reasonably survive termination shall do so, including those relating to intellectual property, liability, indemnification, non-circumvention, and arbitration.

16. Governing Law; Mandatory Arbitration; Class Waiver

• 16.1 Governing Law. These Terms shall be governed by and interpreted in accordance with the laws of the State of Delaware.
• 16.2 Mandatory Arbitration. Any dispute arising out of or relating to these Terms shall be exclusively resolved by binding arbitration administered by the American Arbitration Association (AAA) in Delaware, before a single arbitrator, in English.
• 16.3 No Court Actions. You waive the right to litigate in court (except to enforce an arbitration award).
• 16.4 Class Action Waiver. You waive the right to participate in any class, collective, or representative action.
• 16.5 Injunctive Relief. The Company may seek injunctive or equitable relief in Delaware courts for violations of Section 10 or intellectual property obligations.

17. Additional Terms for Clients

• 17.1 Clients acknowledge and agree that they shall verify Promptist suitability, comply with applicable laws, and not commission unlawful or infringing work. Clients further indemnify The Company against any claim arising from their commissioned projects. The payment principle in Section 8 applies in full.
• 17.2 Where a Client requires a tax invoice in respect of the services received, the Client shall request such invoice through the Platform. The Platform will facilitate the issuance of a compliant invoice by the relevant Promptist, using a canonical invoice template that reflects the full project value payable by the Client and the Platform's role as a disclosed intermediary. The invoice shall be issued by the Promptist in their own name and remains a supply between the Promptist and the Client; the Platform's role is limited to administering the invoice template and request flow.

18. Additional Terms for Promptists

• 18.1 Ownership and Licensing. Promptists retain ownership of their Prompt Assets and assign Outputs to Clients in accordance with Section 7. Promptists are solely responsible for the legality, originality, and licensing of any content they submit or deliver. The Platform is not liable for copyright infringement, unlawful content, or damages arising from Promptist-submitted material.
• 18.2 Promptist Responsibilities. Promptists acknowledge and agree that they are solely responsible for the legality and originality of their work, are independent contractors, and are responsible for their own taxes and compliance obligations. Without limitation, Promptists are solely responsible for determining, registering for, collecting, reporting, and remitting any VAT, GST, sales tax, use tax, or other indirect or transactional taxes applicable to their supplies of services to Clients, whether under the laws of the Promptist's own jurisdiction, the Client's jurisdiction, or any other jurisdiction. The Company makes no representation as to the tax treatment of any supply made by a Promptist and does not provide tax advice. Promptists are encouraged to seek independent professional advice on their tax obligations.
• 18.3 Indemnification. Promptists further indemnify The Company against claims arising from their deliverables or services. The payment principle in Section 8 applies in full.

19. General

These Terms constitute the entire agreement between you and The Company. If any provision is held unenforceable, the remainder shall continue in effect. Failure to enforce any provision is not a waiver. Users may not assign these Terms without the Company’s consent.

BY USING THE PLATFORM, YOU ACKNOWLEDGE AND AGREE TO BE BOUND BY THESE TERMS IN FULL.