Developer Agreement

This Developer Agreement ("Agreement") is entered into by and between you and Pond Global Ltd ("Pond Global", the "Company", "we", "us", or "our") and governs your participation as a developer ("you" or "Agent Developer") who deploys, lists, offers, or monetizes an artificial intelligence agent (each, an "Agent") on the Services, including through Agent Chat.

This Agreement supplements, and is incorporated by reference into, the Terms of Use. All capitalized terms used but not defined in this Agreement have the meanings given to them in the Terms of Use. In the event of any conflict between this Agreement and the Terms of Use with respect to Agent listing, Agent Chat, or Agent Developer activity, this Agreement shall control, consistent with the Entire Agreement section of the Terms of Use.

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE LISTING OR DEPLOYING AN AGENT ON THE SERVICES. BY CLICKING TO ACCEPT OR AGREE TO THIS AGREEMENT WHEN THIS OPTION IS MADE AVAILABLE TO YOU, OR BY SUBMITTING, LISTING, OR DEPLOYING AN AGENT ON THE SERVICES, YOU ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, YOU MUST NOT LIST OR DEPLOY ANY AGENT ON THE SERVICES.

1. Eligibility and Account Requirements

To become an Agent Developer, you represent and warrant that: (i) you are at least eighteen (18) years of age or otherwise of legal age to form a binding contract, and have the legal capacity to enter into this Agreement; (ii) if you are entering into this Agreement on behalf of an entity, you have the authority to bind that entity; (iii) you are not a Restricted Person and are not located in a Restricted Jurisdiction; and (iv) all information you provide to Company in connection with your registration as an Agent Developer is accurate, current, and complete.

Company reserves the right, in its sole discretion, to approve, reject, suspend, or terminate your status as an Agent Developer at any time and for any or no reason, including for violation of this Agreement, the Terms of Use, or the Content Standards.

2. Agent Submission and Review

You may submit an Agent for listing on the Services by providing Company with the information, materials, and access Company requests, which may include a description of the Agent's functionality, pricing, source code or access thereto, and any other information reasonably requested by Company.

Company reserves the right, but does not undertake any obligation, to review an Agent before allowing its deployment on the Services. Company's review, or decision not to review, an Agent does not constitute an endorsement, approval, verification, or warranty of the Agent's functionality, safety, security, legality, or fitness for any purpose. Company may reject, decline to list, remove, suspend, or modify any Agent at any time and for any or no reason, in its sole discretion, with or without notice.

You agree to provide Company with a copy of, or ready access to (e.g., via GitHub or a similar repository), the source code for your Agent upon request. If Company cannot access the source code for your Agent at any time after a request, Company may reject your Agent's listing, suspend or remove your Agent from the Services, or withhold or reverse any Platform Fee credits, earnings, or points associated with that Agent.

3. Developer Representations and Warranties

You represent and warrant, on a continuing basis throughout the term of this Agreement, that: (i) you own or control all right, title, and interest in and to your Agent, or otherwise have all rights necessary to list, deploy, and license your Agent on the Services as contemplated by this Agreement; (ii) your Agent, and its use, will not infringe, misappropriate, or violate any intellectual property, privacy, publicity, or other right of any third party; (iii) your Agent does not and will not contain any malware, backdoor, time bomb, or other malicious or harmful code; (iv) your Agent complies, and will continue to comply, with the Content Standards and all applicable laws, rules, and regulations; (v) all pricing, functionality, and other descriptions of your Agent that you provide to Company or display on the Services are accurate and not misleading; and (vi) you will not use the Services or your Agent to engage in any Prohibited Use described in the Terms of Use.

You are solely responsible for your Agent, including its development, functionality, outputs, and any updates or maintenance it requires. Company has no involvement in the development of your Agent, even where Company provides criteria, feedback, ideas, or recommendations, and Company has no responsibility or liability for your Agent, even where Company has reviewed it prior to deployment.

4. License Grant to Company

By listing an Agent on the Services, you grant Company a non-exclusive, sub-licensable, worldwide, royalty-free license to access, use, evaluate, test, display, and promote your Agent and its associated materials (including its name, description, and any source code you provide) solely for purposes of operating, reviewing, marketing, and maintaining the Services. This license includes the right to present, list, and promote your Agent on the Services and to enable users to access, deploy, and interact with your Agent, including through Agent Chat, subject to any usage or visibility settings you configure through the Services.

5. License Grant to Users

By listing an Agent on the Services, you grant each user who accesses your Agent through the Services a non-exclusive, limited, non-transferable, and freely revocable license to access and use your Agent under that user's account, solely in accordance with the Terms of Use and any additional terms you make available through the Services. This license does not constitute a sale of your Agent or any copy thereof.

6. Platform Fee

Company charges a platform fee equal to ten percent (10%) of the revenue you generate through your Agent on the Services (the "Platform Fee"), or such other percentage as Company may determine and disclose to you from time to time in accordance with Section 9 below. The Platform Fee is calculated on the gross amount paid by users for access to or use of your Agent through the Services, before deduction of any third-party payment processing fees, and is deducted from your earnings prior to disbursement to you.

Where Company lists an Agent and passes through the pricing you set for that Agent without independently setting or controlling such pricing, the Platform Fee is calculated on the pass-through price actually charged to and collected from the user. Company is not responsible for, and does not independently verify, the pricing you set for your Agent.

7. Settlement and Withdrawal

Earnings generated by your Agent are not paid to you in real time. Earnings accrue as "pending" and are settled by Company on a periodic basis, currently weekly or monthly (the "Settlement Cycle"), before becoming available for withdrawal. Company reserves the right to modify the length or frequency of the Settlement Cycle at any time upon notice to you in accordance with Section 9 below.

During the period between when an amount is generated by your Agent and when it is settled and made available for withdrawal, such amounts are not held in escrow or trust for your benefit, and Company does not act as your agent, trustee, bailee, or fiduciary with respect to such amounts. You acknowledge and agree that: (i) unsettled amounts do not accrue interest, and you are not entitled to any interest, investment return, or other value attributable to such amounts prior to settlement; (ii) settlement timing is a standard operational feature of the Services, and you expressly consent to it as a condition of participating in the Services as an Agent Developer; and (iii) the characterization of unsettled amounts as described in this Section 7 applies notwithstanding any other provision of the Terms of Use or any other Company materials.

Only earnings that have completed the Settlement Cycle are eligible for withdrawal. Company reserves the right to impose minimum withdrawal amounts, withdrawal frequency limits, identity verification requirements, and other conditions on withdrawals. Company may block or withhold withdrawal of your earnings for violations of this Agreement or the Terms of Use, to comply with applicable law, or for any other reason Company reasonably believes is necessary to protect the integrity of the Services.

8. Invoicing and Taxes

Company may provide you with system-generated invoices or statements reflecting your earnings and the Platform Fee deducted. Such invoices and statements are provided for your informational and record-keeping purposes only. You are solely responsible for determining the legal and tax validity, treatment, and characterization of any invoice or statement under applicable law, and for all taxes arising from your participation as an Agent Developer, including any obligation to collect, report, or remit taxes to any governmental authority. Company does not withhold or pay any taxes on your behalf and undertakes no obligation to do so.

9. Pricing and Plan Changes

You may set prices for your Agent, including subscription plans, per-use fees, or other pricing structures, subject to Company's approval and any pricing guidelines Company may publish from time to time. If you change the pricing or quota of an existing plan, Company will notify affected subscribers of the change by email in advance of the change taking effect. If a subscriber does not cancel their subscription before the change takes effect, the subscription will automatically renew under the new pricing or quota terms you have set.

You acknowledge that Company will implement the notice and auto-renewal framework described in this Section 9, and that a pricing or plan change you submit will not be applied to existing subscribers until Company has provided the required notice. You are solely responsible for accurately describing your Agent's pricing and quotas to Company, and Company is not responsible for any dispute arising from your failure to do so.

10. Data Handling

When a user interacts with your Agent, including through Agent Chat, you may receive information the user provides to your Agent, including messages, prompts, files, and other content, in order to generate the requested output. You acknowledge and agree that: (i) you are solely responsible for your own storage, use, retention, security, and further processing of any information you receive through a user's interaction with your Agent; (ii) you will process such information only to the extent necessary to provide the functionality of your Agent and in compliance with applicable data protection laws; (iii) you will not use information you receive through the Services to identify a specific individual or extract personal information beyond what is necessary to operate your Agent, except as separately agreed with the applicable user; and (iv) Company does not control, and has no responsibility for, your data handling or processing practices.

You are responsible for maintaining reasonable security measures to protect information you receive through the Services, and for promptly notifying Company and, where required by applicable law, affected users, in the event of a security incident affecting your Agent that has compromised or may have compromised such information.

11. Datasets

Company may grant you access to certain datasets for use in connection with your Agent. Subject to this Agreement and the Terms of Use, Company grants you a limited, revocable, non-exclusive, non-transferable, and non-sublicensable license to access and use any datasets Company makes available to you, solely in connection with your authorized use of the Services and strictly limited to the scope necessary to develop and operate your Agent as permitted by this Agreement. Any use of such datasets outside the Services, or for any purpose not expressly authorized under this Agreement, is strictly prohibited. Company reserves the right to modify, suspend, or terminate this license at any time and for any reason, including breach of this Agreement. All rights, title, and interest in and to any dataset Company makes available remain exclusively with Company or its licensors, and no ownership or other rights are transferred to you under this license.

12. Maintenance and Availability

Once deployed, your Agent must remain active and available on the Services, even if you also deploy it elsewhere. You agree to provide reasonable cooperation and assistance, including further copies of source code, as Company may require to continue making your Agent available to users. Company may charge users a fee for accessing or using your Agent, and Company may or may not share any portion of such fee with you beyond the Platform Fee arrangement described in Section 6; you specifically consent to this arrangement.

13. Indemnification

You agree to defend, indemnify, and hold the Company Indemnified Parties harmless from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to: (i) your breach of this Agreement or the Terms of Use; (ii) your Agent, including any failures, errors, malfunctions, bugs, or defects in your Agent, and any resulting harm to users or third parties; (iii) any claim that your Agent, or Company's use thereof as permitted by this Agreement, infringes or misappropriates any intellectual property or other right of a third party; (iv) any privacy violation, data breach, or other data protection failure arising from your handling of information you receive through the Services; (v) your failure to accurately describe your Agent's pricing, functionality, or quotas; and (vi) any legal or regulatory investigation, enforcement action, fine, or penalty arising from your Agent or your conduct as an Agent Developer.

14. Disclaimers and Limitation of Liability

THE SERVICES AND ANY TOOLS, DATASETS, OR OTHER MATERIALS COMPANY MAKES AVAILABLE TO YOU AS AN AGENT DEVELOPER ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY DISCLAIMS ALL WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE COMPANY INDEMNIFIED PARTIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF REVENUE, LOSS OF PROFITS, OR LOSS OF DATA, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR YOUR PARTICIPATION AS AN AGENT DEVELOPER, WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, EVEN IF FORESEEABLE. THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

15. Term, Suspension, and Termination

This Agreement remains in effect for as long as you maintain an Agent Developer account or have an Agent listed on the Services. Company may, at any time and in its sole discretion, limit, suspend, or terminate your status as an Agent Developer, your access to the Services, or the listing of any Agent, with or without notice and with or without cause, including for breach of this Agreement, the Terms of Use, or the Content Standards.

Upon termination of this Agreement for any reason: (i) your license to access the Services as an Agent Developer terminates immediately; (ii) any earnings that have completed the Settlement Cycle as of the termination date remain payable to you in accordance with Section 7, subject to any amounts Company is entitled to withhold under this Agreement or the Terms of Use; and (iii) Sections 3, 4, 8, 10, 13, 14, and 16 of this Agreement survive termination.

16. Governing Law; Relationship to Terms of Use

This Agreement is governed by the Governing Law and Jurisdiction, Arbitration, Limitation on Time to File Claims, and Waiver and Severability provisions of the Terms of Use, which are incorporated into this Agreement by reference. Nothing in this Agreement creates any employment, partnership, agency, joint venture, or fiduciary relationship between you and Company. You are an independent developer, and nothing in this Agreement shall be construed to make you an employee, agent, or legal representative of Company for any purpose.

17. Changes to this Agreement

Company may revise and update this Agreement from time to time in its sole discretion. Material changes affecting the Platform Fee, the Settlement Cycle, or the pricing and plan change framework in Section 9 will be disclosed to you through the Services, by email, or by other reasonable means, and will apply prospectively from the date of posting unless otherwise stated. Your continued operation of an Agent on the Services following such notice constitutes your acceptance of the revised Agreement. If you do not agree to a revision, your sole remedy is to remove your Agent from the Services and discontinue your participation as an Agent Developer.

18. Contact Information

Questions or concerns regarding this Agreement should be directed to: [email protected].