PROMPTWRK - TERMS OF USE

Welcome, and thank you for your interest in PromptBank Pty Ltd (ACN 691 473 079) trading as PromptWrk ("PromptWrk," "we," "us," or "our"). These Terms of Use ("Terms"), together with any Supplemental Terms (Section 1.3), form a legally binding agreement (collectively, the "Agreement") governing your access to and use of: (a) our website located at www.promptwrk.com and any subdomains or other PromptWrk websites that link to these Terms (the "Site"); and (b) our products and services, including creator marketplace features, prompt libraries, token-based features, execution tools (if offered), integrations, and any application programming interfaces ("APIs") we make available (collectively with the Site, the "Service").

PLEASE READ THIS AGREEMENT CAREFULLY. By accessing or using the Service, you represent that:

• you have read, understood, and agree to be bound by this Agreement;
• you are of legal age to form a binding contract; and
• you are not barred from using the Service under applicable law.

If you do not agree, you must not access or use the Service.

SUBSCRIPTIONS NOTICE.

If you purchase a Subscription, it will automatically renew unless you cancel in accordance with Section 10.

AUSTRALIAN CONSUMER LAW NOTICE.

Nothing in these Terms excludes, restricts, or modifies any consumer guarantees, rights, or remedies conferred by the Australian Consumer Law (ACL) or any other applicable law that cannot be excluded (see Section 14).

TRAINING DATA NOTICE.

PromptWrk does not use Your Content, Inputs, or Outputs to train AI models. See Section 4.7.

1. USE OF THE SERVICE

1.1 Scope

The Service and content available on the Service are protected by intellectual property laws. Subject to this Agreement, PromptWrk grants you permission to access and use the Service.

If you access or use the Service on behalf of a business or other entity, you represent you have authority to bind that entity. In that case, "you" includes that entity.

You also agree to our Privacy Policy, which is incorporated by reference.

1.2 Licence Granted to You

Subject to your compliance with this Agreement, PromptWrk grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Service (including any APIs we make available), solely for your personal use or internal business use.

1.3 Supplemental Terms

Certain features may be governed by additional terms ("Supplemental Terms"). If these Terms conflict with any Supplemental Terms, the Supplemental Terms prevail for that feature.

Creator Marketplace: Users who participate as creators in the PromptWrk marketplace are subject to additional terms set out in the PromptWrk Creator Agreement, which is available on the Site and incorporated into these Terms by reference. The Creator Agreement covers commission, payouts, exclusivity, content rights, removal, termination, and related matters specific to creator participation.

1.4 Updates and Changes

We may modify, update, or discontinue all or part of the Service at any time.

1.5 API and Usage Limits

We may impose or change limits (including rate limits, file size limits, and usage thresholds) on the Service or APIs, and may suspend or restrict access if limits are exceeded.

2. REGISTRATION AND ACCOUNTS

2.1 Account Registration

You may need to create an account ("Account") to access certain features.

2.2 Registration Data

You must provide true, accurate, current, and complete information and keep it updated.

2.3 Account Security and Responsibility

You are responsible for all activity under your Account and for keeping your login credentials secure. Do not share your password. Notify us promptly if you suspect unauthorised access.

We may suspend or terminate your Account if you breach these Terms or if we reasonably suspect misuse.

3. CONTENT

3.1 Definitions

"Content" includes text, prompts, data, software, images, audio, video, files, and other materials.

• Your Content means Content you upload, submit, or otherwise make available via the Service.
• Tokens means non-transferable digital access units issued by PromptWrk that enable access to specific features of the Service (including prompt downloads, executions, or other functionality as determined by PromptWrk from time to time). Tokens are not cryptocurrency, are not stored monetary value, and do not represent any ownership or financial interest in PromptWrk.

You are responsible for Your Content and Tokens.

3.2 Storage

We do not guarantee that we will store or retain Your Content. You are responsible for backing up Your Content. We may set reasonable limits on storage, processing, or retention.

3.3 Connected Accounts and Integrations

You may link third-party services ("Connected Accounts"). You are responsible for configuration and compliance with third-party terms. PromptWrk is not responsible for third-party service availability, outages, or changes.

4. OWNERSHIP, INPUTS, OUTPUTS, AND TRAINING

4.1 Our Service

Except for Your Content, PromptWrk (and its licensors) owns the Service, including the software, branding, interfaces, and platform features. You must not remove proprietary notices.

4.2 Your Content

You retain ownership of Your Content.

4.3 Licence to Operate the Service

By submitting Your Content, you grant PromptWrk a non-exclusive, worldwide, royalty-free licence to host, store, process, reproduce, modify (e.g., format, resize, encode), and display Your Content only as necessary to provide, operate, maintain, and improve the Service for you, and to enforce these Terms.

4.4 Inputs and Outputs; Commercial Use

The Service may use software and AI tools to process your inputs (including prompts, reference files, images, and videos) ("Inputs") and generate outputs ("Outputs").

• Ownership of Inputs: You retain any rights you may have in Inputs.
• Ownership of Outputs: Subject to applicable law, you own any Outputs generated through your use of the Service. You should be aware that AI-generated Outputs may have limited or no copyright protection in some jurisdictions, including Australia and the United States, where copyright generally requires human authorship. PromptWrk makes no representation about the intellectual property status of Outputs.
• Commercial Use: PromptWrk does not restrict your commercial use of Outputs, subject to these Terms, applicable law, and third-party rights.
• Similarity: Outputs may be similar to content generated for other users.

4.5 Public Sharing and Attribution

If you post prompts or content to any public or shared area of the Service, you allow PromptWrk to display that Content and identify you by your username as the contributor (unless you use features that anonymise attribution).

4.6 Feedback

If you submit suggestions or feedback ("Feedback"), you grant PromptWrk the right to use it without restriction or compensation.

4.7 AI Training Data

PromptWrk does not use Your Content, Inputs, or Outputs to train AI models, whether our own or those of third parties. This is a commitment, not a default setting that requires opt-out.

5. USER CONDUCT AND RESTRICTIONS

5.1 Prohibited Content and Conduct

You must not use the Service to upload, create, generate, share, or otherwise make available Content that:

• is unlawful, deceptive, defamatory, harassing, hateful, threatening, or obscene;
• infringes intellectual property, privacy, publicity, or other rights;
• exploits or harms minors (including any sexual content involving minors, which is strictly prohibited);
• includes malware or attempts to compromise security;
• violates any applicable law or regulation.

5.2 Platform Integrity

You must not:

• reverse engineer, decompile, or attempt to discover source code except to the extent permitted by law;
• scrape or harvest data from the Service using automated means without our permission;
• interfere with, disrupt, or overload the Service;
• impersonate others or misrepresent your affiliation.

5.3 Competitive Use

You must not use the Service or APIs to:

• systematically scrape, copy, or bulk-extract prompts, metadata, or marketplace listings using automated tools;
• recreate, replicate, or operate a competing prompt marketplace using data extracted from the Service;
• bulk-download Content for redistribution outside the Service.

This restriction does not prevent you from using Outputs for your own projects, content, or business, including commercial uses, subject to law.

5.4 Consent and Rights

You must not upload content featuring other people without their permission or without sufficient rights.

6. MODERATION, ENFORCEMENT, AND REPORTING

We may (but are not required to) monitor, review, remove, or refuse Content or Outputs to operate the Service, enforce these Terms, protect users, and comply with law. We may suspend or terminate access if we reasonably believe you have violated these Terms. PromptWrk does not guarantee traffic, visibility, ranking, sales volume, or revenue to creators.

6.1 Intellectual Property Takedown Process

If you believe Content on the Service infringes your intellectual property rights, please submit a written notice to contact@promptwrk.com with the following information:

• Your full name and contact details;
• Identification of the copyrighted work or other right you claim is infringed;
• The URL or specific location of the allegedly infringing Content on the Service;
• A statement that you have a good faith belief that the use of the Content is not authorised by the rights holder or applicable law;
• Proof of ownership or authority to act on behalf of the rights holder;
• A statement, made under penalty of perjury, that the information in your notice is accurate.

PromptWrk will acknowledge receipt of valid takedown notices within five (5) business days and may remove or disable access to the allegedly infringing Content pending investigation. We may also notify the user who uploaded the Content and provide them an opportunity to respond. Repeated infringers may have their Accounts terminated.

All takedown notices and related correspondence must be sent to contact@promptwrk.com.

7. INTERACTIONS WITH OTHER USERS

You are responsible for your interactions with other users. PromptWrk is not liable for disputes between users, though we may intervene at our discretion.

8. THIRD-PARTY SERVICES

The Service may link to or integrate with third-party services. Those services are controlled by third parties and are governed by their own terms and policies. PromptWrk is not responsible for third-party services.

9. PURCHASE TERMS, TOKENS, AND REFUNDS

9.1 Payments and Processors

We may use third-party payment processors (e.g., Stripe). By making a purchase, you authorise charges through your chosen payment method and agree to the processor's terms.

9.2 Fees

Fees are billed as displayed at checkout. Unless required by law, fees are non-refundable except as set out in Section 9.3.

9.3 Refunds

You may request a refund within 7 days of your initial subscription purchase, provided that you have not used any purchased subscription Tokens (trial Tokens issued during the 7-day free trial do not count towards this restriction). Refund requests must be made through your Account settings (if available) or by contacting support at contact@promptwrk.com.

Where a refund is processed, PromptWrk may deduct payment processing fees actually charged by our payment processor (typically 1.75%-2.9% plus a fixed fee per transaction, depending on the card type and region) from the refunded amount. These fees are non-recoverable from the payment processor and are passed through to you. For example, if you paid AUD $20 and the payment processor charged $0.50 in non-refundable fees, your refund would be $19.50.

Nothing in this Section 9.3 limits your rights under the Australian Consumer Law (see Section 14).

9.4 Tokens

(a) Nature of Tokens

Tokens are internal digital access units that provide the right to access certain features of the Service. Tokens:

• are not currency, cryptocurrency, or financial instruments;
• do not constitute stored value;
• have no cash value (except where required by law);
• are not transferable, tradable, or redeemable for cash;
• do not represent any ownership interest in PromptWrk; and
• may not be resold outside the Service.

(b) Subscription Allocation

Subscription plans include a specified number of Tokens per billing cycle:

• Standard Plan: 480 Tokens per month. Unused Tokens may roll over for one (1) additional billing cycle (approximately 30 days from original allocation), after which they expire.
• Pro Plan: 1,200 Tokens per month. Unused Tokens roll over month-to-month without expiry for as long as the Subscription remains active.

If your Subscription is cancelled or expires, you retain access to any unused Subscription Tokens until the end of your current billing period only. After your Subscription ends, unused Tokens are forfeited, except as required by law.

(c) Promotional Tokens

Promotional or bonus Tokens (including trial Tokens, streak rewards, and bonus Tokens included with Pro Plans) may be subject to additional conditions, may have different expiry periods from purchased or Subscription Tokens, and may or may not be eligible for rollover as disclosed at the time of allocation.

(d) Expiry

Any Token expiry period will be clearly disclosed at the time of purchase or allocation and will be commercially reasonable.

(e) Modification

PromptWrk may modify Token pricing, allocation, feature access requirements, or consumption rates (including for text, image, or video prompts) on a prospective basis only.

(f) Forfeiture

Tokens may be forfeited upon Account suspension or termination in accordance with these Terms, subject to applicable law.

(g) Order of Token Use

Unless otherwise stated, Tokens are consumed on a first-in, first-out (FIFO) basis, meaning the oldest allocated Tokens are used first.

9.5 Creator Commission and Payouts

Creators on the PromptWrk Service are subject to the PromptWrk Creator Agreement, which sets out the commission split, payout terms, fees, exclusivity, and other matters specific to creator participation. The Creator Agreement is available on the Site and incorporated into these Terms by reference.

Where these Terms conflict with the Creator Agreement in relation to creator-specific matters, the Creator Agreement prevails.

9.6 Payment Disputes and Chargebacks

If you initiate a chargeback or payment dispute after using Tokens or accessing paid features, PromptWrk may suspend your Account and recover amounts owed to the extent permitted by law. PromptWrk may pass through chargeback fees where lawful. Repeated abusive disputes may result in permanent termination.

9.7 Token Consumption and Feature Weighting

Different features, prompt types, or content categories (including text, image, or video prompts) may require different numbers of Tokens to access or execute. Token consumption rates are determined solely by PromptWrk and may be updated from time to time. Any changes apply prospectively and do not affect Tokens already consumed.

9.8 Modification of Token Structures

PromptWrk may introduce, modify, or discontinue Token structures, pricing tiers, Subscription allocations, feature access models, or marketplace weighting mechanisms at its discretion. Changes apply prospectively and will not retroactively reduce access already granted, except where necessary for fraud prevention, legal compliance, or system integrity.

10. SUBSCRIPTIONS

10.1 Subscription Billing

If you purchase a subscription ("Subscription"), fees are billed at the start of each term and on each renewal.

10.2 Automatic Renewal

Unless you cancel before the end of the current term, your Subscription will automatically renew for the same duration at the then-current price disclosed at renewal (or as otherwise notified in accordance with law). PromptWrk will provide reasonable advance notice of any price changes prior to renewal.

10.3 Cancelling

You can cancel via your Account settings or by contacting support at contact@promptwrk.com. Cancellation takes effect at the end of the current billing period unless otherwise required by law.

10.4 No Prorated Refunds

Except where required by law, no prorated refunds are provided for unused Subscription time.

10.5 Upgrades and Downgrades

Upgrades may take effect immediately and be billed accordingly. Downgrades typically apply at the next renewal and may reduce access or features.

10.6 Tokens After Cancellation

If your Subscription is cancelled or expires, you retain access to any unused Subscription Tokens until the end of your current billing period. After your Subscription ends, unused Tokens are forfeited except as required by law. This does not affect any different expiry rules that apply to Promotional Tokens as disclosed at allocation.

11. INDEMNITY

To the extent permitted by law, you agree to indemnify PromptWrk and its officers, employees, and contractors against direct claims, losses, and damages arising from:

• your material breach of these Terms;
• your infringement of third-party intellectual property, privacy, or other rights through your use of the Service; or
• Content you submit or generate that violates these Terms or applicable law.

This indemnity does not apply to claims caused by PromptWrk's own acts or omissions, and is limited to the value of fees paid by you to PromptWrk in the twelve (12) months preceding the claim, except where prohibited by law.

12. DISCLAIMERS (SUBJECT TO ACL)

To the maximum extent permitted by law, the Service and Outputs are provided "as is" and "as available." Outputs may be inaccurate, incomplete, or non-original. You are responsible for verifying Outputs and ensuring compliance with law and third-party rights.

12.1 No Professional Advice

The Service and any Outputs generated through the Service are provided for informational purposes only and do not constitute legal, financial, tax, medical, or other professional advice. You are solely responsible for verifying Outputs and obtaining appropriate professional advice before relying on Outputs for regulated, financial, or high-risk decisions.

13. LIMITATION OF LIABILITY (SUBJECT TO ACL)

To the maximum extent permitted by law and subject to Section 14 (ACL), PromptWrk is not liable for indirect or consequential losses. Our total liability for any claim is limited to the extent allowed by law and may be capped at (at PromptWrk's option): re-supplying the Services or paying the cost of having the Services supplied again, where such limitation is permitted.

For the avoidance of doubt, Tokens are internal access units only and do not represent stored monetary value. PromptWrk's total liability relating to Tokens is limited to the value of fees paid for the applicable Subscription or Token purchase.

14. AUSTRALIAN CONSUMER LAW (ACL)

Nothing in these Terms excludes, restricts, or modifies any consumer guarantee, right, or remedy under the Australian Consumer Law or any other applicable law that cannot be excluded.

If you are a consumer under the ACL, you may be entitled to remedies for failure to comply with consumer guarantees, including repair, replacement, resupply, or refund in certain circumstances.

15. TERM AND TERMINATION

This Agreement continues while you use the Service. We may suspend or terminate your access if you breach these Terms or if required by law. You may stop using the Service at any time and may request Account closure.

Upon termination, your right to use the Service ends. We may delete Your Content in accordance with our retention practices and legal obligations. We may suspend or restrict access where reasonably necessary to prevent fraud, manage legal or regulatory risk, address security concerns, or protect the integrity of the platform. Upon Subscription expiry, access to stored prompts and Content may be suspended. PromptWrk may retain Account and Content data for a reasonable period to enable reactivation, subject to our retention policies and legal obligations.

16. PRIVACY

Our Privacy Policy explains how we collect, use, and disclose personal information. By using the Service, you consent to those practices.

17. GOVERNING LAW AND JURISDICTION (AU)

These Terms are governed by the laws of New South Wales, Australia, and the parties submit to the non-exclusive jurisdiction of the courts of that State and the Commonwealth of Australia.

18. GENERAL

18.1 Changes to These Terms

We may update these Terms from time to time by posting an updated version on the Site and updating the "Last Updated" date. If changes are material, we will take reasonable steps to notify you (for example, by email or in-product notice).

18.2 Assignment

You must not assign this Agreement without our consent. We may assign this Agreement as part of a corporate restructure, sale, or transfer of assets.

18.3 Force Majeure

We are not responsible for delays or failures due to events beyond reasonable control (including outages, provider failures, cyber incidents, or natural events).

18.4 Notices and Contact

Support: contact@promptwrk.com

Company: PromptBank Pty Ltd, Sydney NSW, Australia

18.5 Severability

If any part of this Agreement is invalid or unenforceable, the remainder remains in effect.

18.6 Entire Agreement

This Agreement, together with the Privacy Policy and (for Creators) the PromptWrk Creator Agreement, is the entire agreement between you and PromptWrk regarding the Service, and supersedes prior terms or understandings for the Service.

ACKNOWLEDGEMENT

By creating an Account or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms of Use, the PromptWrk Privacy Policy, and (where applicable) the PromptWrk Creator Agreement.