Expert Creator Agreement

You own your Creations. Specifically, you own:

You do not own and have no rights in Platform Infrastructure. Platform Infrastructure is and remains the sole property of Agent Ecology. This includes, without limitation:

You grant Agent Ecology a non-exclusive, worldwide, royalty-free license to host, run, display, and make available your Creations and Expert Data on the Platform for so long as you choose to keep them on the Platform. This license terminates upon withdrawal pursuant to Section 5.

Agent Ecology grants you a non-exclusive, non-transferable license to use Platform Infrastructure solely through the Platform for the purpose of operating your Creations. This license does not permit you to copy, distribute, or create derivative works of Platform Infrastructure.

You control the visibility of your Creations and Expert Data. You may:

Unless you specify otherwise, Creations and data nodes default to public. You may change this default at any time.

Private Creations and data nodes are not available for use by other Platform consumers and therefore do not generate usage-based revenue. Only public Creations and data generate compensation as described in Section 4.

Revenue is calculated from the margin — the difference between what the consumer is charged for an agent invocation and the raw cost of the underlying language model call. The Platform retains seven and one-half percent (7.5%) of the margin for infrastructure and operations. The remaining ninety-two and one-half percent (92.5%) is the distributable amount, which is split among contributors based on their roles.

The distributable amount is divided according to which contributor roles are present for a given Creation. The default configurations are:

Authors' shares are divided equally among co-authors. Contributors' shares are divided by contribution weight. All percentages above are of the distributable amount (92.5% of margin), not of gross revenue.

By default, access to Expert Data nodes on the Platform is free and generates no revenue. If you choose to set a base fee for access to your nodes, the margin on that fee is split using the same distributable model described in Section 4.2.

You may set the pricing for your Creations and Expert Data, including per-invocation charges and node access fees, subject to the Platform's published pricing guidelines. The Platform may establish minimum and maximum price boundaries to maintain platform integrity.

The revenue share percentages in Section 4.2 are stored in a configurable system and may be adjusted by Agent Ecology with thirty (30) days' advance written notice to you. You may withdraw your Creations under Section 5 if you do not agree to adjusted percentages.

Revenue is calculated monthly and paid out on or before the fifteenth (15th) of the following month, subject to a minimum payout threshold of twenty-five U.S. dollars ($25.00). Amounts below the threshold accumulate until the threshold is met. Payment is made via the payment method agreed upon between you and Agent Ecology (currently Wise for international payments, Stripe for U.S. payments).

You are solely responsible for all taxes, duties, and other governmental charges arising from payments you receive under this Agreement. You agree to provide all tax documentation reasonably requested by Agent Ecology, including but not limited to IRS Form W-9 (U.S. experts) or Form W-8BEN/W-8BEN-E (non-U.S. experts), prior to receiving any payment. Agent Ecology may withhold amounts as required by applicable law.

You may withdraw any or all of your Creations and Expert Data from the Platform at any time, for any reason, by providing written notice to Agent Ecology. "Written notice" includes email to [email protected] or use of the Platform's withdrawal interface when available.

Upon withdrawal, Agent Ecology will provide you with:

Upon your withdrawal of a Creation:

Withdrawal does not affect: (a) any revenue owed to you for usage prior to withdrawal, which will be paid on the next regular payout cycle; (b) any obligations under a Build Request that has been paid but not yet completed; or (c) any indemnification obligations under Section 10.

This Agreement does not restrict your activities in any way. You are free to:

This Agreement does not restrict Agent Ecology's activities in any way. Agent Ecology is free to:

You acknowledge that Agent Ecology is a platform that serves many domains and many experts. The Platform's AI systems, knowledge graph, and general-purpose tools may independently produce outputs that are similar to, or overlap with, your Creations. Such similarity, standing alone, does not constitute a breach of this Agreement or an infringement of your rights. The commitment in Section 5.3(c) is specifically limited to deliberate recreation of your particular Creation using your Design Contributions — it does not extend to independent development of functionally similar systems.

Nothing in this Agreement shall be construed as a covenant not to compete, a restriction on trade, or a limitation on either party's right to engage in any lawful business activity. Both parties expressly disclaim any such construction.

The cost estimate provided for a Build Request is based on the scope described at the time of submission. If the scope changes materially during development, Agent Ecology will provide a revised estimate and obtain your approval before proceeding with the additional work. You are not obligated to approve scope changes.

Payment is due before work begins on a Build Request, via Stripe checkout. Payment constitutes authorization to proceed with the work described in the Build Request.

Agent Ecology will use commercially reasonable efforts to deliver each Build Request by the estimated completion date. The estimated completion date is a good-faith projection, not a guarantee.

If delivery of a Build Request is late — meaning the completed Creation is not delivered by the estimated completion date — you are entitled to a pro-rated refund of up to fifty percent (50%) of the amount paid, calculated as follows:

• Days 1–7 late: no refund (grace period);
• Days 8–30 late: 2% refund per day late (up to 46%);
• Beyond 30 days late: 50% refund (maximum).

You may request a full refund and cancellation if delivery is more than 30 days late, subject to deduction for any work already completed and delivered.

Each Build Request covers the first iteration of the described Creation. Revisions that fall within the originally described scope are included. Changes that expand the scope beyond the original description require a new Build Request.

You will have fourteen (14) days after delivery to review a completed Creation and report any material deviations from the agreed scope. If you do not report material deviations within this period, the Creation is deemed accepted.

You and Agent Ecology are independent parties. Nothing in this Agreement creates an employment relationship, partnership, joint venture, or agency between you and Agent Ecology. You are not an employee of Agent Ecology and are not entitled to any employee benefits.

As an independent contractor, you:

Agent Ecology does not require exclusivity. You may contribute to other platforms, serve other clients, and engage in any other professional activity at any time.

Each party may disclose confidential information to the other in connection with Build Requests or Platform use. "Confidential Information" means information designated as confidential or that a reasonable person would understand to be confidential given its nature, including but not limited to: unpublished business plans, pricing strategies, proprietary algorithms, and client lists.

The receiving party will: (a) use Confidential Information only for purposes contemplated by this Agreement; (b) not disclose Confidential Information to third parties without the disclosing party's prior written consent; and (c) protect Confidential Information using at least the same degree of care it uses for its own confidential information, but no less than reasonable care.

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party before disclosure; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) is rightfully received from a third party without restriction.

A party may disclose Confidential Information to the extent required by law or legal process, provided the disclosing party gives the other party prompt written notice (to the extent legally permitted) and reasonable assistance in contesting the disclosure.

You agree to indemnify and hold harmless Agent Ecology from any third-party claims arising from: (a) your Design Contributions infringing a third party's intellectual property rights; (b) your breach of this Agreement; or (c) your violation of applicable law.

Agent Ecology agrees to indemnify and hold harmless you from any third-party claims arising from: (a) Platform Infrastructure infringing a third party's intellectual property rights; or (b) Agent Ecology's breach of this Agreement.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY.

EACH PARTY'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNTS PAID OR PAYABLE BY YOU UNDER BUILD REQUESTS IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM; OR (B) FIVE HUNDRED U.S. DOLLARS ($500).

The limitations in Sections 11.1 and 11.2 do not apply to: (a) indemnification obligations under Section 10; (b) liability for willful misconduct or fraud; or (c) liability that cannot be limited under applicable law.

This Agreement is effective upon your acceptance and continues until terminated by either party.

Either party may terminate this Agreement at any time by providing thirty (30) days' written notice to the other party. Termination does not affect: (a) any rights or obligations accrued prior to termination; (b) your ownership of Creations under Section 2; or (c) your right to withdraw Creations under Section 5.

Upon termination, Agent Ecology will, at your election, either: (a) continue hosting your Creations under the terms of this Agreement (which shall survive for that purpose); or (b) process a withdrawal of your Creations under Section 5.

Sections 2 (Ownership), 5 (Withdrawal and Portability), 6 (No Exclusivity), 9 (Confidentiality), 10 (Indemnification), 11 (Limitation of Liability), 13 (Governing Law), and 14 (General Provisions) survive termination or expiration of this Agreement.

This Agreement is governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law principles.

Any dispute arising out of or relating to this Agreement shall first be submitted to good-faith negotiation between the parties for a period of thirty (30) days. If the dispute is not resolved through negotiation, it shall be resolved in the state or federal courts located in Maricopa County, Arizona, and each party consents to the personal jurisdiction of such courts.

For experts residing in the European Union or European Economic Area: nothing in this Agreement affects your rights under mandatory consumer protection or labor laws of your country of residence, including your right to bring claims in your local courts.

This Agreement, together with any Build Request accepted by both parties, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior agreements, understandings, and communications, whether written or oral.

Agent Ecology may amend this Agreement by providing thirty (30) days' advance written notice. Your continued use of the Platform or submission of a new Build Request after the effective date of an amendment constitutes acceptance. If you do not agree to an amendment, you may terminate this Agreement and withdraw your Creations under Section 5.

If any provision of this Agreement is held to be unenforceable, the remaining provisions remain in full force and effect. The unenforceable provision shall be modified to the minimum extent necessary to make it enforceable while preserving the parties' original intent.

You may not assign this Agreement without Agent Ecology's prior written consent. Agent Ecology may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets, provided the assignee assumes all obligations under this Agreement.

The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of that party's right to enforce that provision in the future.

Notices under this Agreement shall be in writing and delivered by email to: (a) for Agent Ecology, [email protected]; (b) for you, the email address associated with your Platform account.