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Terms of Service

Please read these terms carefully before using PromptShop.

PromptShop User Terms

Effective Date: [19th of January 2026]

Please read these Terms carefully as they contain important information about what we do and do not offer, and what you can and cannot do. Read this User Agreement carefully as it contains provisions that govern how claims you and we have against each other are resolved (see "Disclaimer of Warranties; Limitation of Liability" and "Legal Disputes" provisions below). It also contains an Agreement to Arbitrate which will, with limited exception, require you to submit claims you have against us or related third parties to binding and final arbitration, unless you opt out of the Agreement to Arbitrate in accordance with clause 16.B.9 (see Legal Disputes, Section B ("Agreement to Arbitrate")). If you do not opt out: (1) you will only be permitted to pursue claims against us or related third parties on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding; (2) you will only be permitted to seek relief (including monetary, injunctive, and declaratory relief) on an individual basis; and (3) you are waiving your right to pursue disputes or claims and seek relief in a court of law and to have a jury trial.

1. Binding Agreement

If you want to use the Platform (as defined below) that we provide at [https://www.promptshop.co\] and related sites (the "Platform"), these Terms, together with our Supplemental Terms, notices and policies available at [https://www.promptshop.co\], and/or any other binding document that we provide and/or that you sign (the "Terms" or the "Agreement") will apply to you. The Platform hosts the user interface for how we provide the marketplace services to you ("Platform").\ These Terms are a binding agreement between us, [PromptShop, Inc.] a Delaware corporation ("PromptShop", "us", "we"), and You, whether you are a Buyer ("Buyer", "you") or a Seller ("Seller", "you"). You should also carefully review all of our other policies available on our Platform, including our Privacy Policy. By accessing, using or purchasing using the Platform, you consent to all of these Terms and policies. So, if you do not agree with any of those, please do not access, use or purchase using the Platform.

2. About PromptShop

  • a. PromptShop is a marketplace that allows users to offer, sell, and buy AI-based products in various geographic locations using a variety of pricing formats, including subscription. PromptShop is not a party to contracts for sale between third-party sellers and buyers, nor is PromptShop a traditional auctioneer or agent for sales of the products sold. PromptShop may offer services related to the marketplace (e.g. premium access or placement) and such terms will be issued and agreed to separately.
  • b. Any guidance PromptShop provides as part of the Platform, such as pricing, shipping, listing, and sourcing is solely informational and you may decide to follow it or not. We may use artificial intelligence or AI-powered tools and products to provide and improve the Platform, to offer you a customized and personalized experience, to provide you with enhanced customer service, and to support fraud detection; availability and accuracy of these tools are not guaranteed. We may help facilitate the resolution of disputes between buyers and sellers through various programs. Unless otherwise expressly provided, PromptShop has no control over and does not guarantee: the existence, quality, safety, or legality of products advertised; the truth or accuracy of users' content or listings; the ability of sellers to sell products; the ability of buyers to pay for products; or that a buyer or seller will actually complete a transaction or return an product.

3. Using PromptShop

In connection with using or accessing the Platform you agree to comply with this User Agreement, our policies, our terms, and all applicable laws, rules, and regulations, and you will not:

  • a. breach or circumvent any laws, regulations, third-party rights or our systems, services, policies, or determinations of your account status;
  • b. use the Platform if you are not able to form legally binding contracts (for example, if you are under 18 years old), or are temporarily or indefinitely suspended from using the Platform, or are a person with whom transactions are prohibited under economic or trade sanctions;
  • c. fail to pay for products purchased by you, unless you have a valid reason as set out in an PromptShop policy, for example, where the seller has materially changed the description or function prior to delivery from how it was listed;
  • d. fail to deliver products sold by you, unless you have a valid reason as set out in an PromptShop policy;
  • e. manipulate the price of any product or interfere with any other user's listings;
  • f. fail to complete delivery, clear ownership, and/or complete any other documentation associated with the sale or purchase of any vehicle;
  • g. take any action that may undermine the feedback or ratings systems;
  • h. transfer your PromptShop account (including feedback) and user ID to another party without our consent;
  • i. share your log in credentials with any third parties;
  • j. create listings or provide us with content in inappropriate categories or areas of our sites;
  • k. provide us with content that is false, inaccurate, misleading, deceptive, defamatory, libelous, illegal, inappropriate, harmful, or violates and/or infringes the rights of others;
  • l. distribute or post spam, unsolicited or bulk electronic communications, chain letters, or pyramid schemes;
  • m. distribute viruses or any other technologies that may harm PromptShop or the interests or property of users;
  • n. use any robot, spider, scraper, data mining tools, data gathering and extraction tools, or other automated means to access the Platform for any purpose, except with the prior express permission of PromptShop;
  • o. circumvent any technical measures used to provide the Platform;
  • p. interfere with the functioning of the Platform, such as by imposing an unreasonable or disproportionately large load on our infrastructure;
  • q. export or re-export any PromptShop application or tool, except in compliance with the export control laws, and rules and policies of any relevant jurisdictions;
  • r. infringe the copyright, trademark, patent, publicity, moral, database, and/or other intellectual property rights (collectively, "Intellectual Property Rights") that belong to or are licensed to PromptShop. Some, but not all, actions that may constitute infringement are reproducing, performing, displaying, distributing, copying, reverse engineering, decompiling, disassembling, or preparing derivative works from content that belongs to PromptShop or someone else;
  • s. infringe any Intellectual Property Rights that belong to third parties affected by your use of the Platform or post content that does not belong to you;
  • t. commercialize any PromptShop application, product or service or any information, data, or software associated with such product or service, except with the prior express permission of PromptShop; or
  • u. harvest or otherwise collect or use information about users without their consent. If we believe you are violating this User Agreement or any of our policies, or abusing PromptShop and/or the Platform in any way, we may, in our sole discretion and without limiting other remedies, limit, suspend, or terminate your user account(s) and access to the Platform, delay or remove hosted content, remove any special status associated with your account(s), remove, not display, and/or demote listings, reduce or eliminate any discounts, and take technical and/or legal steps to prevent you from using the Platform. We may offer a process allowing users to report claimed violations for us to consider and handle through one or more of these options, all in our sole discretion. We may cancel unconfirmed accounts or accounts that have been inactive for a substantial period of time. Additionally, we reserve the right to refuse, modify, or terminate all or part of the Platform to anyone for any reason at our discretion.

4. PromptShop Intellectual Property

We retain ownership of all of our intellectual property rights related to the Platform, including all improvements to the Platform. All materials that we produce, including the Platform, design, code, graphics, interfaces, trademarks, and logo shall remain our exclusive property. You may not alter, reproduce, republish, license any of our proprietary materials, unless we expressly give you a written permission to do so. All rights not expressly granted are reserved and retained by us.

5. Fees and Taxes

  • a. We charge sellers for the use of the Platform. In some cases, where buyers receive supplemental services such as authentication or storage services for products in certain categories, we may also charge those buyers for such supplemental services.
  • b. The fees we charge sellers for using the Platform to sell products are listed on our Seller Fees Page.
  • c. We may change our selling fees from time to time by posting the changes on the Seller Fees Page fourteen (14) days in advance, but with no advance notice required for temporary promotions or any changes that result in the reduction of fees.
  • d. If you are a seller, you are liable for fees arising out of all sales made using our Platform, even if sales terms are finalized or payment is made outside of PromptShop. In particular, if you offer or reference your contact information or ask a buyer for their contact information in the context of buying or selling outside of PromptShop, you may be liable to pay taxes, duties or fees applicable to that transaction, even if the product doesn't sell, given your usage of our Platform for the introduction to a buyer.
  • e. You as a seller must have a payment method on file when using our Platform and pay all fees and applicable taxes associated with your use of our Platform by the payment due date. If your payment method fails or your account is past due, we may place restrictions on or terminate your account.

6. Listing Conditions

When listing a product for sale on our Platform, you agree:

  • a. You assume full responsibility for the product offered and the accuracy and content of the listing, including listing content created using tools offered by PromptShop or third parties such as translation, image editing, and generative artificial intelligence tools;
  • b. Your listing may not be immediately searchable by keyword or category for several hours (or up to 24 hours in some circumstances). PromptShop can't guarantee exact listing duration;
  • c. The price of the listings are your responsibility, and should it be inaccurate, report the same to PromptShop and deactivate the listing until the same is fixed;
  • d. The content you provide complies with all of our listing policies;
  • e. Content that violates any of PromptShop's policies may be modified, obfuscated, or deleted at PromptShop's sole discretion;
  • f. We may revise listings to supplement, remove, or correct information;
  • g. We have discretion of how such listings may appear on the Platform to benefit the Platform as a whole, and ultimately provide the most attractive place for buyers of your product, and all products, as possible;
  • h. To drive a positive user experience, a listing may not appear in some search and browse results regardless of the sort order chosen by the buyer;
  • i. Metatags and URL links that are included in a listing may be removed or altered;
  • j. We may provide you with optional information to consider when creating your listings. Such information may be based on the aggregated sales and performance history of similar sold and/or current listings; results may vary for individual listings;
  • k. That we may display the sales and performance history of your individual listings (and their associated campaigns) to others;
  • l. We may require certain conditions (payment conditions) where certain promotion or services are requested by you, and you acknowledge that these promotions or services may not be available to you unless you comply with our requirements, at our discretion;
  • m. PromptShop may publish and promote your listings, including related content such as username, product reviews and feedback, in any format and through any channel, including across the Platform, our partners, or third-party property or advertising medium; and
  • n. Selling fees do not purchase exclusive rights to product exposure on the Platform. We may display third-party advertisements (including links and references thereto) or other content in any part of our Platform, including listings, in our sole discretion and without consent from, or payment, fee reduction, or other credit to, sellers.

7. Purchase Conditions

When buying an product using the Platform, you agree that:

  • a. You are responsible for reading the full product listing before making an offer, buying, or committing to buy;
  • b. You enter into a legally binding contract to purchase a product when you buy the product, commit to buy the product, your offer for the product is accepted, regardless of when payment is due or received unless the transaction terms state that you are required to pay for the product before a binding contract is formed;
  • c. We do not transfer legal ownership of products from the seller to you;
  • d. Utah Code Annotated § 70A-2-401(2) and Uniform Commercial Code § 2-401(2) apply to the transfer of ownership between the buyer and the seller, unless the buyer and the seller agree otherwise.

8. Content

  • a. When you provide content using the Platform (directly or indirectly), you grant us a non- exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise any and all Intellectual Property Rights you have in that content in connection with our provision, expansion, and promotion of the Platform, including development of new offerings as part of our Platform, in any media known now or developed in the future. To the fullest extent permitted under applicable law, you waive your right to enforce your Intellectual Property Rights, including any moral rights, in that content against PromptShop, our assignees, our sublicensees, and their assignees in connection with our, those assignees', and those sublicensees' use of that content in connection with our provision, expansion, and promotion of the Platform.
  • b. You represent and warrant that, for all such content you provide, you own or otherwise control all necessary rights to do so and to meet your obligations under this User Agreement. You represent and warrant that such content is accurate, appropriate, and legal. You represent and warrant that use of any such content (including derivative works) by us, our users, or others in contract with us, and in compliance with this User Agreement, does not and will not infringe any Intellectual Property Rights of any third party. PromptShop takes no responsibility and assumes no liability for any content provided by you or any third party.
  • c. We offer product data (including images, descriptions and specifications) that are provided by third parties (including PromptShop users). You may use that content solely in your PromptShop listings. PromptShop may modify or revoke such permission at any time in our sole discretion. The product data includes copyrighted, trademarked, and other proprietary materials. You agree not to remove any copyright, proprietary, or identification markings in the product data and not to create any derivative works based on that data (other than by including the data in your listings) if it is offered to you.
  • d. We try to offer reliable product data, but we cannot promise that the content provided through the Platform will always be available, accurate, complete, and up-to-date. You agree that PromptShop is not responsible for examining or warranting the listings or content provided by third parties through the Platform, and that you will not attempt to hold us or our data providers liable for inaccuracies.
  • e. The name "PromptShop" and other PromptShop marks, logos, designs, and phrases that we use in connection with the Platform are trademarks, service marks, or trade dress of PromptShop in the U.S. and other countries. They may not be used without the express written prior permission of PromptShop.

9. Notice for Claims of Intellectual Property Violations and Copyright Infringement Pursuant to Section 512(c) of Title 17 of the United States Code

We respond to notices of alleged copyright infringement under the United States Digital Millennium Copyright Act. PromptShop works to ensure that products and content on the Platform do not infringe upon the copyright, trademark, or certain other intellectual property rights of third parties. If you believe that your intellectual property rights have been infringed, please notify our team and we will investigate by emailing [privacy@promptshop.co].

10. Privacy of information provided

  • a. If PromptShop provides you with information about another user, you agree you will use the information only for the purposes that it is provided to you. You may not disclose or distribute a user's information to a third party for purposes unrelated to the Platform and must not violate their legal rights by using the same.\
  • b. For avoidance of doubt, you agree to comply with the [Privacy Policy] upon receiving any information from us.

11. Payment Services on Platform

  • a. Payments for products sold using our Platform are facilitated using third party payment services providers and will be subject to the terms of use of that relevant payment services provider.\
  • b. You agree that upon you agreeing to terms with a user on the Platform, you will be transacting using a party that is not PromptShop. We disclaim any responsibility for such payment services and you indemnify PromptShop and its employees, affiliates, or representatives for any loss, claim, damage caused related to any financial transaction that you are either party to or are effected by related to the Platform.
  • c. You acknowledge and warrant that any reliance on payment service providers are subject to their own terms and conditions and you agree to such terms and conditions at the time you are provided access to the user interface of that provider.
  • d. You also acknowledge that there is no "money back guarantees" available from PromptShop or through any third party payment services provider, unless they explicitly agree to the provide the same.

12. Cancellation of your Account

  • a. You may decide to cancel your account whenever you want, at your sole discretion.
  • b. We may do the same, and we reserve the right to suspend or terminate your access to the Platform or services related to the same at anytime with or without cause, and at our own discretion, with or without notice.
  • c. Upon cancellation of your account, we will use commercially reasonable efforts to delete your information and Content, whether public or private, within 90 days. We will not delete the Content that you contributed to the Platform which is available to others, and make no warranty regarding copies of Content made by other users or others with access to the Platform.
  • d. We also reserve the right to retain your information for legal or regulatory compliance, pursuant to standard archiving, recovery, and back-up processes and practices, and pursuant to our [Privacy Policy].

13. Disclaimer of Warranties; Limitation of Liability

We try to keep the Platform safe, secure, and functioning properly, but we cannot guarantee the continuous operation of or access to the same.\ YOU AGREE THAT YOU ARE MAKING USE OF OUR SERVICES AT YOUR OWN RISK, AND THAT THEY ARE BEING PROVIDED TO YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS. ACCORDINGLY, TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE EXCLUDE ALL EXPRESS OR IMPLIED WARRANTIES, TERMS AND CONDITIONS INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON- INFRINGEMENT. IN ADDITION, TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL PROMPTSHOP (INCLUDING OUR PARENT, SUBSIDIARIES, AND AFFILIATES, AND OUR AND THEIR OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES) BE LIABLE TO YOU OR ANY THIRD PARTY UNDER ANY CLAIM AT LAW OR IN EQUITY FOR ANY CONSEQUENTIAL DAMAGES OR LOSSES (INCLUDING, BUT NOT LIMITED TO, LOSS OF MONEY, GOODWILL OR REPUTATION, PROFITS, OTHER INTANGIBLE LOSSES, OR ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES), AND ALL SUCH DAMAGES OR LOSSES ARE EXPRESSLY EXCLUDED BY THIS USER AGREEMENT WHETHER OR NOT THEY WERE FORESEEABLE OR PROMPTSHOP WAS ADVISED OF SUCH DAMAGES OR LOSSES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE (INCLUDING OUR PARENT, SUBSIDIARIES, AND AFFILIATES, AND OUR AND THEIR OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES) ARE NOT LIABLE, AND YOU AGREE NOT TO HOLD US RESPONSIBLE, FOR ANY DAMAGES OR LOSSES (INCLUDING, BUT NOT LIMITED TO, LOSS OF MONEY, GOODWILL OR REPUTATION, PROFITS, OTHER INTANGIBLE LOSSES, OR ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES) RESULTING DIRECTLY OR INDIRECTLY FROM:

  • a. the Content you provide (directly or indirectly) using the Platform;
  • b. your use of or your inability to use the Platform;
  • c. pricing, delivery, format, or other guidance provided by PromptShop;
  • d. delays or disruptions in the Platform;
  • e. viruses or other malicious software obtained by accessing or linking to the Platform;
  • f. glitches, bugs, errors, or inaccuracies of any kind in the Platform;
  • g. damage to your hardware device from the use of the Platform;
  • h. the content, actions, or inactions of third parties;
  • i. a suspension or other action taken with respect to your account or breach of these Terms;
  • j. the duration or manner in which your listings appear in search results for other users; or
  • k. your need to modify practices, content, or behavior, or your loss of or inability to do business, as a result of changes to this User Agreement or our policies. Subject to the below, some jurisdictions do not allow the disclaimer of warranties or exclusion of damages, so such disclaimers and exclusions may not apply to you. Regardless of the previous paragraphs, if we are found to be liable, our liability to you or to any third party is limited to the greater of: (a) amount of fees in dispute, not to exceed the total fees you paid to us in the 12 months prior to the action giving rise to the liability, or (c) $100.

14. Release

If you have a dispute with one or more users, you release us (and our affiliates and subsidiaries, and our and their respective officers, directors, employees, and agents) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.\ In entering into this release, you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.

15. Indemnity

You will indemnify and hold us (including our affiliates and subsidiaries, as well as our and their respective officers, directors, employees, and agents) harmless from any claim or demand, including reasonable legal fees, made by any user or third party due to or arising out of your breach of this User Agreement, your improper use of the Platform or your breach of any law or the rights of a third party.

16. Legal Disputes

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND WILL HAVE A SUBSTANTIAL IMPACT ON HOW CLAIMS YOU AND PROMPTSHOP HAVE AGAINST EACH OTHER ARE RESOLVED.

In this Legal Disputes clause, the term "related third parties" includes your and PromptShop's respective affiliates, subsidiaries, parent companies, predecessors, successors, assigns, as well as your, PromptShop's, and these entities' respective employees and agents.

You and PromptShop each agree that any and all claims or disputes at law or equity that has arisen, or may arise, between you and PromptShop (or any related third parties) that relate in any way to or arise out of this or previous versions of this User Agreement, your use of or access to the Platform, the actions of PromptShop or its agents, or any products or services sold, offered, or purchased through the Platform, will be resolved in accordance with the provisions set forth in this Legal Disputes clause.

A. Applicable Law

You and PromptShop agree that, except to the extent inconsistent with or preempted by federal law, the laws of the State of New York, without regard to principles of conflict of laws, will govern this User Agreement and any claim or dispute that has arisen or may arise between you and PromptShop, except as otherwise stated in this User Agreement.

B. Agreement to Arbitrate

You and PromptShop each agree that any and all disputes or claims between you and PromptShop (or any related third parties) that arise out of or relate in any way to this or previous versions of the User Agreement, your use of or access to the Platform, the actions of PromptShop or its agents, or any products or services sold, offered, or purchased through the Platform, including the scope or applicability of this Agreement to Arbitrate (each, a "Dispute") shall be resolved exclusively through final and binding arbitration, rather than in court. The exceptions to this Agreement to Arbitrate are: (1) you or PromptShop may seek relief in small claims court if such claims qualify and remain in small claims court; and (2) you or PromptShop may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). For purposes of this Agreement to Arbitrate, "Dispute" will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of the User Agreement as well as claims that may arise after the termination of this User Agreement, unless those disputes were noticed prior to this User Agreement.

1. Informal Dispute Resolution

If a Dispute arises between you and PromptShop, PromptShop is committed to working with you to reach a prompt, low‐cost and mutually reasonable resolution. You and PromptShop agree to participate in good faith informal efforts to resolve Disputes before starting an arbitration or initiating an action in small claims court ("Informal Dispute Resolution"). To initiate Informal Dispute Resolution, a party must give notice to the other party in writing. Such Notice to PromptShop should be sent by email to admin@promptshop.co or regular mail to our offices located at [15 Boulevard d'Italie, Monaco, 98000]. PromptShop will send any Notice to you to the physical address we have on file associated with your PromptShop account; it is your responsibility to keep your physical address up to date. To be valid, you must personally sign the Notice and include a description of the claims you are asserting, the specific relief sought, and the user name, email address and phone number associated with your account.

The Informal Dispute Resolution process lasts 45 days and is a mandatory precondition to commencing arbitration. The statute of limitations and any filing deadlines shall be tolled while the parties engage in Informal Dispute Resolution.

2. Waiver of Jury Trial

YOU AND PROMPTSHOP HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and PromptShop are instead electing that all Disputes shall be resolved by arbitration under this Agreement to Arbitrate, except as specified in Section 16.B ("Agreement to Arbitrate").

3. Waiver of Class and Representative Actions and Non-Individualized Relief

EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, OR REPRESENTATIVE BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE. Subject to this Agreement to Arbitrate, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party's individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under Section 16.B.7 ("Batch Arbitration").

Notwithstanding anything to the contrary in this Agreement to Arbitrate, if a final decision, not subject to any further appeal or recourse, determines that the limitations of this Section are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and PromptShop agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be brought in court (pursuant to Section 16.C below), subject to your and PromptShop's right to appeal the court's decision. All other Disputes, aside from those explicitly exempted in Sections 16.B (above), shall be arbitrated. This clause does not prevent you or PromptShop from participating in a class-wide settlement of claims permitted by legislative authority.

4. Arbitration Procedures

Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, and court review of an arbitration award is very limited. However, an arbitrator can award the same damages and relief on an individualized basis that a court can award to an individual. An arbitrator will apply the terms of the User Agreement as a court would. The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes regarding the interpretation or application of the Agreement to Arbitrate, including the enforceability, revocability, scope, or validity of the Agreement to Arbitrate or any portion of the Agreement to Arbitrate, except that all Disputes regarding Section 16.B.3 ("Waiver of Class and Other Non-Individualized Relief") including any claim that all or part of that Section is unenforceable, illegal, void or voidable, or that such Section has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator.

The award of the arbitrator is final and binding upon you and us. Unsatisfied judgments on the arbitration award may be entered in any court having jurisdiction. This User Agreement evidences a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Agreement to Arbitrate and any arbitration, including the procedures governing Batch Arbitration.

If Informal Dispute Resolution does not resolve satisfactorily within 45 days after receipt of a Notice, you and PromptShop agree that either party shall have the right to finally resolve the Dispute through binding arbitration. The arbitration will be administered by National Arbitration & Mediation ("NAM") in accordance with the NAM Comprehensive Dispute Resolution Rules and Procedure (the "NAM Comprehensive Rules") in effect at the time of arbitration, except as supplemented, where applicable, by the NAM Supplemental Rules for Mass Arbitration Filings (the "NAM Mass Filing Rules"; together with the NAM Comprehensive Rules, the "NAM Rules"), and as modified by this Agreement to Arbitrate. The NAM Rules are currently available at https://www.namadr.com/resources/rules-fees-forms/. If NAM is unavailable to administer the arbitration, another administrator will be selected by the parties or, if the parties cannot reach agreement, the court (pursuant to Section 16.C below) shall select the administrator.

A party who wishes to initiate arbitration must provide the other party with a demand for arbitration (the "Demand"). A Demand to PromptShop should be sent by mail to [legal@promptshop.co] Inc., Attn: Litigation Department, 583 W. PromptShop Way, Draper, UT 84020. If PromptShop initiates an arbitration against you, it will send a Demand to the physical address we have on file associated with your PromptShop account; it is your responsibility to keep your physical address up to date. A Demand form is available on NAM's site at https://www.namadr.com/content/uploads/2024/09/Revised-Comprehensive-Demand-for- Arb-9.17.24.pdf. The Demand should be filled out completely. If the party requesting arbitration is represented by counsel, the Demand shall also include counsel's name, telephone number, mailing address, and email address. Such counsel must also sign the Demand.

If you are a U.S. resident, and unless you and PromptShop otherwise agree, the arbitration, including any in-person arbitration hearing, will be conducted in the county where you reside or, in the case of Batch Arbitration, as determined by the arbitrator. If you are not a resident of the United States, then the arbitration, including any in-person arbitration hearing, will be held in New York, United States, or another mutually agreed location. Subject to the NAM Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of the arbitration. You and PromptShop agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties' attorneys, accountants, or business advisors, and shall be subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential. You and PromptShop agree that at least 14 days before the date set for an arbitration hearing, any party may serve an offer in writing upon the other party to allow judgment on specified terms. If the offer made by one party is not accepted by the other party, and the other party fails to obtain a more favorable award, the other party shall not recover any post-offer costs to which they otherwise would be entitled and shall pay the offering party's costs from the time of the offer. The parties agree that the arbitrator will decide the substance of all claims in accordance with applicable law, including recognized principles of equity, and will honor all claims of privilege recognized by law. The parties agree that the arbitrator shall not be bound by rulings in prior arbitrations involving different users but shall be bound by rulings in prior arbitrations involving the same PromptShop user to the extent required by applicable law. The arbitrator's award shall be final and binding, and an unsatisfied judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

5. Arbitrator

The arbitrator will be either a retired judge or an attorney and will be selected by the parties from the NAM's roster of consumer dispute arbitrators, provided that if the Batch Arbitration process is triggered, NAM will appoint the arbitrator for each batch without soliciting input or feedback from any party. If the parties are unable to agree upon an arbitrator within 35 days of delivery of the Demand, then NAM will appoint the arbitrator in accordance with the NAM Rules.

6. Fees and Costs

Payment of all filing, administration, and arbitrator fees will be governed by the applicable NAM fee schedules (the "Fee Schedules"), but may be reapportioned between the parties in accordance with this Agreement to Arbitrate, as follows: if you complied with the Informal Dispute Resolution requirements in Section 1 of this Agreement and the value of the relief sought in the Dispute is $10,000 or less, at your request PromptShop will pay all filing, administration, and arbitrator fees associated with the arbitration. The parties shall bear their own attorneys' fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Demand was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). To the extent, following a presentation on the merits, on its own motion or a party's, and after affording a reasonable opportunity to respond, an arbitrator determines that a party who commenced arbitration did not bring its claim(s) consistent with counsel's Certification and the standards set forth in Federal Rule of Civil Procedure 11(b), the arbitrator may, as part of its award, impose sanctions by ordering that the initiating party reimburse the responding party for all arbitration costs and arbitrators' fees the responding party incurred under the Fee Schedule.

7. Batch Arbitration

To increase the efficiency of administration and resolution of arbitrations, you and PromptShop agree that in the event that there are 25 or more individual Demands of a substantially similar nature filed against PromptShop by or with the assistance of the same law firm, group of law firms, or organizations ("Claimant's Counsel"), within a reasonably proximate period of time, for example, a 90 day period, NAM shall (1) administer the arbitration demands in batches of 100 Demands per batch (or, if between 25 and 99 individual Demands are filed, a single batch of all those Demands, and, to the extent there are less than 100 Demands remaining after the batching described above, a final batch consisting of the remaining Demands); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch on a consolidated basis with one set of filing and administrative fees due per batch, one procedural calendar, one hearing (if any) in a place to be selected by Claimant's Counsel or, if Claimant's Counsel does not have a preference, by the arbitrator, and one final award, which will provide for any and all relief to which the arbitrator determines each individual party is entitled ("Batch Arbitration"). NAM shall administer all batches concurrently, to the extent possible. All parties agree that Demands are of a "substantially similar nature" if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issue(s) and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise NAM, and NAM shall appoint a sole standing Procedural Arbitrator or, should the circumstances so require, an Emergency Arbitrator, according to the NAM Rules, to determine the applicability of the Batch Arbitration process (the Procedural Arbitrator or Emergency Arbitrator, the "Administrative Arbitrator"). To expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator's fees shall be paid by PromptShop.

You and PromptShop agree to cooperate in good faith with NAM to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Demands, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings. This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective and/or representative arbitration or action of any kind, except as expressly set forth in this provision, and nothing about the Batch Arbitration process will preclude any party from participating in any arbitration administered according to that process.

8. Severability

Except as provided in Section 16.B.3 ("Waiver of Class or Other Non-Individualized Relief"), if any part or parts of this Agreement to Arbitrate (other than Section 16.B.7 ("Batch Arbitration")) are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Agreement to Arbitrate shall continue in full force and effect. However, if Section 16.B.7 ("Batch Arbitration") of this Agreement to Arbitrate is found under the law to be invalid or unenforceable then, in that case, the entire Agreement to Arbitrate shall be void, and the parties agree that all Disputes will be heard in the state or federal courts located in New York as required in Section 16.C. You further agree that any Dispute that you have with PromptShop as detailed in this Agreement to Arbitrate must be initiated within the applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.

9. Opt-Out Procedure

YOU CAN CHOOSE TO OPT OUT OF THIS AGREEMENT TO ARBITRATE ("OPT OUT") BY MAILING US A WRITTEN OPT-OUT NOTICE ("OPT-OUT NOTICE"). THE OPT-OUT NOTICE MUST BE POSTMARKED NO LATER THAN THE EFFECTIVE DATE OF THE AMENDMENT OR 30 DAYS FROM THE DATE YOU FIRST ACCEPT THIS USER AGREEMENT. YOU MUST MAIL THE OPT-OUT NOTICE TO [PROMPTSHOP LEGAL]. You must complete, sign, and mail that to us to opt out of this Agreement to Arbitrate. You must sign the Opt-Out Notice for it to be effective. Any Opt-Out Notice will be effective only if you send it yourself, on an individual basis, and opt-out notices from any third party purporting to act on your behalf will have no effect on your or PromptShop's rights. This procedure is the only way you can opt out of this Agreement to Arbitrate. Opting out of this Agreement to Arbitrate has no effect on any arbitration agreement(s) you may currently have with us, including any previous version of this Agreement to Arbitrate to which you agreed, or arbitration procedure is otherwise enforceable; all such prior arbitration agreements remain in effect unless superseded by this Agreement, and you cannot use this procedure to opt out of any previous version of this Agreement to Arbitrate. Neither you nor PromptShop waives any right to arbitration that may apply to any current or pending lawsuit, arbitration, or legal proceeding commenced prior to the effective date of this Agreement to Arbitrate.  If you opt out of this Agreement to Arbitrate, all other parts of this User Agreement and its Legal Disputes clause will continue to apply to you.

10. Future Amendments to the Agreement to Arbitrate

Notwithstanding any provision in the User Agreement to the contrary, you and we agree that if we make any amendment to this Agreement to Arbitrate (other than an amendment to any notice address or site link provided herein) in the future, that amendment shall not apply to any claim already filed in arbitration (or, where permitted, in court or small claims court) against PromptShop prior to the effective date of the amendment. The amendment shall apply to all other disputes or claims governed by the Agreement to Arbitrate that have arisen or may arise between you and PromptShop. We will notify you of material amendments to this Agreement to Arbitrate. We will provide you 30 days' notice by posting the amended terms on our Platform. If you do not agree to these amended terms, you may close your account within the 30-day period and you will not be bound by the amended terms. Your continued use of or access to the Platform, including the acceptance of any products or services sold, offered, or purchased through the Platform following the posting of changes to this Agreement to Arbitrate constitutes your acceptance of any such changes.

C. Judicial Forum for Legal Disputes

If the Agreement to Arbitrate above is found not to apply to you or to a particular claim, request for relief, or Dispute, either as a result of your decision to opt out of the Agreement to Arbitrate or as a result of a decision by the arbitrator or a court order, you agree that any claim or dispute between you and PromptShop will be resolved exclusively by a state or federal court located in New York. You and PromptShop agree to submit exclusively to the personal jurisdiction of the courts located within New York for the purpose of litigating all such claims, disputes, or matters.

17. Assignment

We may assign or transfer all or part of our rights and obligations under these Terms to an affiliate, successor or any other entity or person without obtaining your prior written consent. Conversely, you may not assign or transfer all or part of your rights and obligations under Terms without obtaining our prior written consent. For the avoidance of doubt, an effective use of this right to assign the right to enforce rights under these Terms to a user against the Buyer as the Seller, and vice versa.

18. General

  • a. Except as otherwise provided in this User Agreement, if any provision of this User Agreement is held to be invalid, void or for any reason unenforceable, such provision shall be struck out and shall not affect the validity and enforceability of the remaining provisions. In our sole discretion, we may assign this User Agreement, and in such event, we will post notice on the Platform.
  • b. Headings are for reference purposes only and do not limit the scope or extent of such clause. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this User Agreement.
  • c. Defined terms are within the Terms with capitalised.
  • d. We may amend this User Agreement at any time by posting the amended terms on the Platform. Our right to amend the User Agreement includes the right to modify, add to, or remove terms in the User Agreement. We will provide you 30 days' notice by posting the amended terms. Your continued access or use of the Platform constitutes your acceptance of the amended terms. We may also ask you to acknowledge your acceptance of the User Agreement through an electronic click-through. This User Agreement may not otherwise be amended except through mutual agreement by you and an PromptShop representative who intends to amend this User Agreement and is duly authorized to agree to such an amendment.
  • e. Without limiting PromptShop's ability to refuse, modify, or terminate all or part of the Platform, PromptShop may also terminate this Agreement with anyone at any time for any reason, at our sole discretion, by giving notice of such termination.
  • f. If you create or use an account on behalf of a business entity, you represent that you are authorized to act on behalf of such business and bind the business to this User Agreement. Such account is owned and controlled by the business entity. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this User Agreement.
  • g. The User Agreement and all terms and policies posted through the Platform set forth the entire understanding and agreement between you and PromptShop, and supersede all prior understandings and agreements of the parties.
  • h. The following clauses survive any termination of this User Agreement: 1, 2, 4, 5, 11, 13, 14, 15, 16, 18.
  • i. If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at +1 (800) 952-5210.