LiveContext Marketplace Creator Terms

• "Marketplace": the LiveContext marketplace, where users of the Service find and acquire workflows, agents, applications and other templates published by other users.
• "Service": the cloud-hosted LiveContext platform operated by us under our Terms of Service.
• "Item": a workflow, agent, application or other template that you publish on the Marketplace with a Price above zero, in each of its versions.
• "Listing": the page that presents an Item on the Marketplace, with its title, description, images, category and Price.
• "Credits": the units in which users of the Service pay for its use, including their purchases on the Marketplace.
• "Price": the number of Credits you set for one copy of an Item.
• "Buyer": the user who acquires a copy of an Item, together with the workspace of the Service for which they acquire it.
• "Sale": the acquisition of a copy of an Item by a Buyer for its Price.
• "Royalty": what we owe you for a Sale under clause 7.
• "Earnings page": the page of your account that shows your Sales, your Royalties and their status, and your payouts.
• "Payout Account": the Stripe account through which we pay your Royalties under clause 9.
• "Schedule 1": the Marketplace economics at the end of these Terms, which form part of them.

2.1 You accept these Terms by ticking the acceptance box shown before you set a Price on a Listing. You must have accepted the current version of these Terms to set or change a Price. Templates offered at no charge are governed by our Terms of Service only.

2.2 When you accept, we record the version accepted, the fingerprint of its text, the date and time, your account, and the IP address and browser used. You agree that this record, and the ticking of the acceptance box that it records, prove your acceptance of that version, as an evidence agreement under article 1368 of the French Civil Code. You may prove otherwise by any means.

2.3 Your sales on the Marketplace are governed by these Terms, Schedule 1, our Terms of Service (https://livecontext.ai/legal/terms) and our Privacy Policy (https://livecontext.ai/legal/privacy). For anything concerning your Items, these Terms prevail over the Terms of Service.

2.4 Each version of these Terms is identified by its date, shown at the top of the page, and its text never changes once published: a new text is a new version. The current version is always published on this page, where anyone can read it before accepting it. We keep every version, and send you on request a copy of any version you accepted. You should save or print a copy.

3.1 To sell on the Marketplace, you must hold a LiveContext account and, if you are an individual, be at least 18 years old (or of the age of majority in your country, if it is higher) and have the capacity to enter into contracts. If you sell on behalf of a company or another organisation, you confirm that you have the authority to bind it, and "you" then means that company or organisation.

3.2 You may sell as a professional (a legal entity, or an individual acting for the purposes of their trade, business or profession) or as a private individual. You declare your status accurately when you set up your Payout Account and keep it up to date. Selling regularly or for profit can make you a professional in the eyes of the law, with the obligations that come with it (registration, invoicing, taxes, social contributions): it is up to you to check.

3.3 You may not sell if you, or anyone who controls you, is subject to sanctions of the European Union, France, the United Nations, the United Kingdom or the United States, or is established in a country subject to comprehensive sanctions.

3.4 You may publish a Listing before setting up your Payout Account. Your Royalties are recorded from your first Sale, and paid once your Payout Account is enabled (clause 9).

3.5 You can also publish an Item from a self-hosted LiveContext installation linked to your LiveContext account. The Listing then belongs to that account, and these Terms apply to it in the same way.

4.1 We sell copies of your Items to Buyers in our own name. The Buyer contracts with us and pays us in Credits, and we are responsible to the Buyer for the sale, in particular for delivery, payment, refunds, customer service and the legal guarantees owed by a seller of digital content. You are not a party to that sale, and the Listing shows you as the creator of the Item and us as its seller. A Buyer may acquire an Item from the Service or from a self-hosted LiveContext installation linked to their account; the copy is then delivered to that installation.

4.2 You choose the Price of your Items (clause 7). We set the other conditions on which Buyers acquire them, such as payment in Credits, the refund rules and the terms of use of the Marketplace, which are the same for every Item.

4.3 These Terms are not exclusive. You remain free to offer your Items through other channels, including at other prices. We may offer on the Marketplace templates similar to or competing with yours, including our own.

4.4 You act as an independent creator. Nothing in these Terms creates an employment, agency, partnership or joint venture relationship between you and us, and you have no authority to commit us.

5.1 Your Listing describes the Item accurately and completely: what it does, what it needs to work (integrations, accounts, credentials, paid third-party services and the Credits its use consumes), its known limits, and whether it works in the cloud Service, in the self-hosted edition, or both. Its images and examples show the Item as it is.

5.2 Each Item works as described in its Listing when it is delivered, in the Service as it is offered at that time. If you learn that an Item has a security flaw or no longer works as described, you correct it or withdraw it from sale without undue delay; Buyers can obtain the corrected version at no charge (clause 5.4).

5.3 An Item must not contain or do any of the following:

• (a) malicious code, such as viruses, malware, backdoors, hidden functions or crypto-mining, or anything that collects, sends or alters data without the Buyer's knowledge;
• (b) secrets: passwords, API keys, access tokens or other credentials, whether yours or anyone else's, or the confidential information or trade secrets of a third party;
• (c) personal data, other than fictitious sample data or data you are entitled to share for that purpose;
• (d) content that is unlawful, infringing, misleading, defamatory, hateful, violent or sexually explicit, or that targets minors;
• (e) anything designed to get around the security of the Service or of a third-party service, or to make Buyers break the terms of a third-party service.

5.4 You may update your Items and their Listings. A Buyer who already bought an Item can acquire it again, including a later version, without paying again, and no Royalty is due on that new acquisition.

5.5 You may change the Price of an Item at any time. The new Price applies to Sales made after the change.

5.6 You may withdraw an Item from sale at any time. Copies already delivered, and the licences granted with them, are not affected.

5.7 You must not acquire your own Items, or have them acquired by people acting for you, in order to generate Royalties, and you must not post, buy or solicit fake reviews or ratings.

6.1 You keep all your rights in your Items. These Terms transfer no ownership to us or to Buyers: they only grant the licences below.

6.2 In return for the Royalties of clause 7, you grant us, for each Item, a non-exclusive and worldwide licence to reproduce, host, display, offer, sell and deliver copies of the Item to Buyers, and to adapt it to the technical needs of the Service (formats, display, compatibility). This licence lasts as long as the Item is offered on the Marketplace, and afterwards for the purposes of clause 6.5.

6.3 You also allow us to use the Listing, the name and images of the Item, and your public name and profile, to present and promote the Item in the Service, on our websites, in our communications and on social networks, for as long as the Item is offered on the Marketplace.

6.4 For each Sale, you grant the Buyer a non-exclusive, worldwide and perpetual licence to use, copy and modify the copy delivered, for their own needs, including commercial ones, with the Service or a self-hosted LiveContext installation, for the members of the workspace for which it was acquired. The Buyer may not resell, sublicense, share, publish or redistribute the Item, modified or not, in particular on the Marketplace, except as part of their own work when that work does not substantially reproduce it. We show this licence to Buyers before each Sale. If a Sale is refunded, the licence for that copy ends.

6.5 Licences already granted to Buyers survive the withdrawal of the Item, the end of these Terms and the closing of your account. We may keep copies of your Items and Listings for as long as we need them to handle refunds, disputes and claims, and to meet our legal obligations.

6.6 If an Item includes content or components of third parties, such as open-source software, you make sure that their licences allow their inclusion in the Item and the licences of this clause, and you mention them in the Listing where their licence requires it.

7.1 You set the Price of each Item in Credits. It must be at least the minimum of Schedule 1 (currently 2,000 Credits).

7.2 For each Sale, we owe you a Royalty at the rate of Schedule 1 (currently USD 1.00 for 1,000 Credits), applied to the Price paid by the Buyer and rounded down to the cent. For example, a Sale at 2,500 Credits earns you USD 2.50. We keep the rest of the Price.

7.3 The Royalty is the same whatever the Buyer paid for the Credits used. Buyers acquire Credits at different prices depending on their plan or pack; that difference is ours to gain or to bear, and does not change your Royalty.

7.4 No Royalty is due on: an acquisition of your own Item by your own account, which the Service refuses; a new acquisition of an Item already bought for the same workspace (clause 5.4); and a Sale refunded or cancelled under clause 8 or 10.

7.5 Royalties are calculated and paid in US dollars, the currency of Schedule 1.

8.1 Buyers acquire Items as digital content supplied immediately: before a Sale, the Buyer agrees to the immediate supply and acknowledges that they lose their right of withdrawal. As the seller, we then refund a Buyer:

• (a) who asks for it within the period of Schedule 1 (currently 14 days) after the Sale, because the Item does not work as described in its Listing;
• (b) where the law requires it, in particular when a Buyer acting as a consumer invokes the legal guarantee of conformity of digital content;
• (c) when the copy could not be delivered.

8.2 We decide on refund requests. Before deciding under clause 8.1(a), we may ask you for information, which you give us within 5 business days. You may contest a refund decision under clause 15.

8.3 A Sale refunded under clause 8.1 earns no Royalty. If its Royalty has not been paid yet, it is cancelled; if it has, its amount is deducted from your next Royalties.

9.1 We pay Royalties through Stripe, our payment service provider. From your Earnings page, you open your Payout Account, a Stripe Connect Express account in your name or in your company's name, and accept Stripe's terms for it (the Stripe Connected Account Agreement). Stripe verifies your identity and your bank details and may ask you for documents. We receive from Stripe only what we need to pay you, such as the identifier, status and country of your Payout Account, and you allow us to share with Stripe the information about you and your Royalties that it needs.

9.2 Each Royalty is held for the period of Schedule 1 (currently 30 days) after the Sale, to cover refunds, payment disputes and fraud checks. It then becomes payable.

9.3 Once a month, we transfer your payable Royalties to your Payout Account, provided that their total reaches the minimum of Schedule 1 (currently USD 50); a lower total is carried forward to the following month. Subject to clauses 9.4, 9.5, 9.6 and 10, payable Royalties are transferred within 45 days after the end of the month in which they became payable. Stripe then pays the funds out to your bank account on its own schedule.

9.4 During the period of Schedule 1 that follows your first Sale (currently 3 months), the total of the Royalties we transfer to you in a calendar month, before the fees of clause 9.5, is capped at the amount of Schedule 1 (currently USD 500). Payable Royalties above the cap stay payable and are transferred in the following months, the oldest first as far as the cap allows; a single Royalty larger than the cap waits until the period of Schedule 1 ends. This cap limits the impact of fraud while a new creator's Sales build up a history.

9.5 Transfers are made in US dollars. The payout fees of Schedule 1, which pass on the fees Stripe charges for paying you out, are at your expense and are deducted from each transfer: the monthly account fee, charged at most once per calendar month in which we transfer Royalties to you; the fee per transfer, with its percentage of the Royalties transferred; and, when your Payout Account is in a country other than the United States, where our Stripe account is, the cross-border percentage. These fees change only under clause 17. Your Earnings page displays them, with an estimate of your next transfer and, for each transfer, the Royalties transferred and the fees deducted. A transfer whose fees would take all of it is not made: its Royalties are carried forward. The conversion of the funds into the currency of your bank account is made by Stripe or by your bank, at their rates and fees, which are also at your expense.

9.6 A transfer can only be made to a Payout Account in a country where Stripe can pay it from our account; your Earnings page shows these countries. Nothing is transferred while your Payout Account is not set up, while it is in another country, or while Stripe does not allow payouts to it: your Royalties are not lost, they stay owed and payable, and are transferred once a payout method exists for you. When a monthly transfer cannot be made because your Payout Account is not set up or Stripe does not allow payouts to it, and your payable Royalties reach the minimum of Schedule 1, we remind you by email, at most once every 7 days. If a transfer fails, the Royalties concerned become payable again and are transferred once the cause is fixed.

9.7 Your Earnings page shows each Sale (date, Item, Credits and Royalty), the status of each Royalty (held, payable, frozen, paid or cancelled) and your payouts. Royalties are calculated from our records, which we keep in good faith. You may contest any line under clause 15.

9.8 We may set off against your Royalties any amount you owe us under these Terms.

10.1 We may freeze a Royalty, which suspends its payment, when:

• (a) a payment made to us by the Buyer is refunded, disputed or charged back, since the Credits used for the Sale may then never have been paid for; or
• (b) we have serious grounds to suspect that the Sale is fraudulent or results from a breach of these Terms, for example a purchase made with a stolen means of payment, purchases organised to generate Royalties (clause 5.7), or the sale of an Item that breaches clause 5.3.

10.2 A freeze is limited to the Royalties of the Sales concerned. We give you its reasons, with the facts and the grounds on which we rely, at the latest when it takes effect, on your Earnings page or by email, unless the law prevents us from doing so.

10.3 You may contest a freeze under clause 15, with any explanation or evidence. We carry out our review diligently. At its end, we either release the Royalty, which is then paid under clause 9, or cancel it if the fraud or the breach is established or the payment dispute is lost, and we tell you which, with our reasons.

10.4 If the Royalty of a Sale was already paid when we have serious grounds to suspect fraud, we may, under the same conditions, freeze an equal amount of your other Royalties until our review ends. If the fraud is established, we set that amount off against them.

10.5 These measures do not limit our other rights, in particular under clauses 11 and 16.

11.1 Before a Listing appears on the Marketplace, and again after each change to it, our team reviews it and approves or refuses it. We may also review an Item or a Listing at any time afterwards, and ask you for corrections. This review checks compliance with these Terms; it is not a guarantee that the Item works or is lawful, which remains your responsibility.

11.2 We may refuse a Listing, restrict its visibility, suspend or remove an Item, or suspend your ability to sell, when:

• (a) the Item or the Listing breaches these Terms, our Terms of Service or the law, or infringes the rights of a third party;
• (b) we receive a notice that the Item is unlawful or infringes a right, for the time we need to examine it;
• (c) the Item does not work as described, or gives rise to frequent refund requests;
• (d) the Item puts at risk the security of Buyers, of the Service or of third parties;
• (e) a court or an authority requires it; or
• (f) we have serious grounds to suspect fraud (clause 10).

11.3 When we take one of these decisions, we give you a statement of reasons at the latest when it takes effect, with the facts and circumstances and the ground on which we rely, unless the law or an authority prevents it. You may clarify the facts and contest the decision under clause 15. If the decision was unfounded, we reverse it without delay.

11.4 Ranking. By default, the Marketplace ranks Items, like the other templates it presents, by popularity, which takes into account, from the most to the least weighty: the number of users who added the Item to their favourites, the number of times it was acquired or installed, and its ratings weighted by their number, so that a single rating weighs less than many. Among equals, the most recently published comes first. Visitors may instead sort Items by best rating, newest or most installed, filter them by category, type, price, rating or date, and search them: a search returns the Items whose title or description matches the words searched. An unlisted Item does not appear in these lists and is reached through its link only.

11.5 We may also select Items for highlighted sections, for example on our home page or on thematic pages, for their quality, their relevance to the theme and the variety of the selection. No payment to us influences ranking or selection, and the Price of an Item does not affect them. The templates we publish ourselves follow the same rules.

12.1 You alone are responsible for declaring and paying the taxes and social contributions due on your Royalties. Information on the tax and social obligations of people who earn income through online platforms is available on the websites of the French tax administration (https://www.impots.gouv.fr) and of the URSSAF (https://www.urssaf.fr).

12.2 As the seller, we account for the taxes due on the sales to Buyers. Royalties are the total amounts we pay you: any VAT for which you are liable on them is included in them.

12.3 If you sell as a professional, you comply with the invoicing obligations that apply to your Royalties, using the information shown on your Earnings page. Where we offer it, you may instead mandate us to issue these invoices in your name and on your behalf (self-billing).

12.4 We may be required to report information about you and your Royalties to the tax authorities, in which case we tell you what we report. We may withhold any tax the law requires us to withhold on your Royalties (for example under article 182 B of the French General Tax Code for creators established outside France), unless you provide in time the documents that allow a reduction or an exemption under a tax treaty.

13.1 You warrant that:

• (a) you are the author of each Item or hold all the rights needed to grant the licences of clause 6, and the Item, its Listing and their use under these Terms do not infringe any right of a third party, in particular copyright, trademark, database, trade secret, personality or privacy rights;
• (b) each Item complies with clause 5.3, and in particular contains no malicious code and no secret of a third party;
• (c) the information you give us, in particular about your identity and your status, is accurate.

13.2 We provide the Marketplace "as is". We do not guarantee any volume of Sales or Royalties, nor that the Marketplace will be available without interruption or error.

13.3 Neither party is liable for indirect damage, such as loss of profit, turnover, opportunity, data or image.

13.4 Our total liability under these Terms is limited to the Royalties paid or payable to you in the 12 months before the event giving rise to the claim.

13.5 These limits do not apply to our obligation to pay the Royalties due under these Terms, to fraud, to gross or wilful misconduct, to personal injury, or where the law prohibits them, in particular if you act as a consumer.

13.6 You will indemnify us and hold us harmless against any claim, sanction or cost (including reasonable legal fees) resulting from your Items or Listings, from a breach of your warranties under clause 13.1, or from your breach of these Terms or of the law.

14.1 Each party processes personal data as an independent controller and complies with the applicable data protection law, including the GDPR.

14.2 We keep the data of each Sale (Item, date, Price, Buyer's account) to operate the Marketplace, pay Royalties, handle refunds and prevent fraud, and we may use aggregated Marketplace data to improve the Service. Your Earnings page gives you the data of your Sales. We do not give you the identity or contact details of Buyers, apart from what they make public themselves, such as a review.

14.3 If your Item sends data to a service that you operate or choose, you say so in its Listing, and you are responsible for that data as a controller.

14.4 Our processing of your data (acceptance records, the identifier, status and country of your Payout Account, your Sales, Royalties and payouts) is described in our Privacy Policy. Stripe processes your identity and bank data as an independent controller, under its own privacy policy.

15.1 You may contest any decision we take about you under these Terms (refusal, restriction or removal of a Listing, refund, freeze or cancellation of a Royalty, suspension or termination), or any line of your Earnings page, by replying to our notice or by writing to [email protected], within 6 months of the decision or of the line appearing, with your explanations and any evidence.

15.2 Complaints are free of charge. A member of our team examines each one diligently and in good faith, and tells you the outcome and its reasons. If we were wrong, we correct our decision without delay.

15.3 This procedure does not prevent you from going to court or from using any other remedy the law gives you.

16.1 These Terms apply for an indefinite period from your acceptance.

16.2 You may stop selling at any time by withdrawing your Items from sale. You may end these Terms at any time by email to [email protected], or by deleting your account (clause 16.7).

16.3 We may end these Terms by written notice of at least 30 days stating the reasons.

16.4 We may suspend or end them with immediate effect, by written notice stating the reasons, if:

• (a) a legal or regulatory obligation, or a decision of a court or an authority, requires it;
• (b) you commit or attempt fraud, or offer an Item in serious breach of clause 5.3;
• (c) you have repeatedly breached these Terms; or
• (d) you gave false information about your identity or your status.

16.5 When these Terms end: your Items are withdrawn from sale; the licences granted to Buyers continue (clause 6.5); Royalties on Sales made before the end are paid when they become payable, under clauses 8, 9 and 10; and you keep access to your Earnings page for as long as your account exists. However, if we end these Terms under clause 16.4(b), the Royalties resulting from the fraud or the breach are cancelled.

16.6 Clauses 6.4, 6.5, 8.3, 9, 10, 12, 13, 14, 15, 16.5, 16.7 and 20 survive the end of these Terms.

16.7 Deleting your LiveContext account ends these Terms on the day the account is erased, at the end of the grace period that follows your deletion request. Royalties payable on that day are paid under clause 9, provided your Payout Account can receive them, in a final transfer made even below the minimum of Schedule 1, less the fees of clause 9.5; a balance those fees would take whole, or that refunds taken back exceed, is not paid, and your Payout Account is then closed. By exception to clause 16.5, Royalties still held or frozen on that day are cancelled.

17.1 We may change these Terms or Schedule 1. We inform you by email at least 30 days before a change takes effect, unless a shorter period is required by a legal or regulatory obligation, or the change is needed to address an unforeseen and imminent danger of fraud, malware, spam, data breach or other security risk.

17.2 Changes apply only to the future: they never affect the Royalties of Sales made before they take effect.

17.3 If you disagree with a change, you may end these Terms at no cost before it takes effect. If you keep an Item on sale after the change takes effect, you are deemed to accept it, and you must accept the new version to set or change a Price (clause 2.1).

17.4 We may close the Marketplace, or stop offering Items for a Price on it, with at least 90 days' notice. Clause 16.5 then applies.

You may not assign or transfer these Terms or your Royalties without our prior written consent. We may assign these Terms to a company of our group or to the acquirer of our business, after informing you.

Neither party is liable for a failure caused by force majeure within the meaning of article 1218 of the French Civil Code.

20.1 Entire agreement. These Terms, Schedule 1 and the documents of clause 2.3 are the entire agreement on the sale of your Items on the Marketplace and replace any prior discussion or arrangement about it. A specific written agreement between the parties prevails on the points it covers.

20.2 Severability. If a clause is held invalid, the other clauses remain in force, and the invalid clause is replaced by a valid one as close as possible to its purpose.

20.3 No waiver. Not enforcing a clause does not waive it.

20.4 Notices. We send notices to the email address of your account and, where relevant, on your Earnings page. You send yours to [email protected] or by post to our registered office.

20.5 Governing law. These Terms are governed by French law, excluding the United Nations Convention on Contracts for the International Sale of Goods. If you act as a consumer, you also keep the protection of the mandatory rules of the country where you live.

20.6 Disputes. The parties will first try to settle any dispute amicably for 30 days from a written notice. Failing that, the competent courts of Paris, France, have exclusive jurisdiction, including in case of multiple defendants or third-party claims, subject to mandatory rules, in particular those that protect consumers.

20.7 Language. These Terms are written in French and in English. The French version prevails in case of discrepancy or difference of interpretation.