Agency Edition Commercial License Agreement

1. License Grant

Subject to this Agreement and payment of applicable fees, ClawMagic grants the Agency Licensee a non-exclusive, non-transferable, limited license to install, operate, modify, and use the Software for commercial purposes on machines owned or controlled by Licensee, including installations for Licensee's clients and customers.

Each deployment of the Software requires its own valid License Key. One License Key per Instance — a single key may not be shared across multiple machines, containers, or environments simultaneously.

2. Agency-Specific Rights — Private Marketplace and Plugin Distribution

The Agency Edition includes the right to host, publish, and distribute Licensee's own original Plugins through a Private Marketplace. The Private Marketplace is a restricted distribution channel visible only to users explicitly invited by the Agency Licensee.

Agency Licensees may develop original Plugins and upload them into their Private Marketplace. Agency Licensees may invite users — including their own clients and customers — to view and purchase Plugins from the Private Marketplace. Agency Licensees may set pricing for their Plugins, subject to the applicable Marketplace fee structure and revenue share terms.

Agency Licensees may install their Plugins on any valid ClawMagic installation for their customers, including customers running ClawMagic Community Edition (CE) or Pro Edition. Each customer installation must hold a valid license for the plan they are using.

Revenue share on Private Marketplace plugin sales is up to 70%, as defined by the applicable Agency tier. The Company retains the platform fee as published in the Marketplace policies.

3. Right to Modify

Licensee may modify, adapt, alter, translate, or create derivative works from the Software source code without restriction, provided such modifications are used solely by the Licensee or Licensee's clients under a valid license.

Licensee may integrate the Software with proprietary systems, alter configurations, customize branding for internal or client use, and modify purchased Plugins. No prior approval is required, and Licensee is under no obligation to share modifications back to the Company.

4. Modification Responsibility and Upgrade Porting

Once Licensee modifies the Software's source code, it becomes the sole and exclusive responsibility of the Licensee's development team to maintain compatibility between those modifications and future Core Updates.

The Company develops and releases Core Updates based on the unmodified codebase. Licensee is responsible for reviewing, merging, porting, testing, and resolving conflicts when applying Core Updates to a modified codebase.

The Company shall not be liable for any failure, malfunction, or data loss arising from incompatibility between Core Updates and Licensee's modifications. The Company strongly recommends maintaining clear separation between modifications and core code, using version control, and allocating development resources for ongoing merge work.

5. Annual License Term and Core Updates

Each license is issued for a term of one (1) year. Licenses renew automatically unless either party provides thirty (30) days written notice of non-renewal. While the license is active, Licensee receives all Core Updates at no additional charge.

If the License Term expires and is not renewed, Licensee will no longer receive Core Updates (including security patches). Licensee may continue to use the last licensed version perpetually, subject to this Agreement's restrictions. The Company strongly advises against running expired, unpatched versions.

6. Per-Instance Licensing and Client Installations

Each physical or virtual machine running the Software must have a unique, active License Key. Client installations each constitute a separate Instance requiring their own License Key.

Agency Licensees may purchase License Keys on behalf of clients or direct clients to purchase their own. Agency Plugin installations on client machines are governed by the client's own ClawMagic license (CE or Pro Edition), plus a valid Agency Plugin license or grant.

7. Team Seats

The Agency Edition includes team seats for up to ten (10) users/emails as defined by the purchased tier. Team members may access Agency dashboard features, manage Private Marketplace Plugins, and support client installations under the Agency's license.

8. Permitted Commercial Use

Licensee may use the Software to provide paid services to clients, charge for installation, configuration, customization, training, and support, and build custom solutions on top of the Software. Licensee may install Plugins on client machines running any valid ClawMagic plan (CE or Pro Edition).

Licensee may sell original Plugins through the Private Marketplace to invited users. Licensee retains intellectual property rights over original Plugins published through the Private Marketplace, subject to Marketplace distribution terms.

9. Restrictions — No Resale as Own Product

Licensee shall NOT sell, rebrand, white-label, or present the Software itself as Licensee's own product. Licensee shall NOT offer the Software as a competing platform. Licensee shall NOT sell purchased Marketplace Plugins as original creations or remove copyright attributions.

For clarity: selling original Plugins you develop through the Private Marketplace IS permitted. Reselling ClawMagic the platform as your own product is NOT.

10. Intellectual Property

The Software remains the exclusive property of ClawMagic. Plugins published by Licensee through the Private Marketplace remain Licensee's intellectual property, subject to Marketplace distribution terms.

Licensee retains ownership of original code and customizations that do not incorporate the Software's proprietary source code. Modifications to the core codebase remain subject to this Agreement.

11. Fees, Payment, and Renewal

All fees are quoted in USD and are exclusive of applicable taxes. New licenses include a fourteen (14) day money-back guarantee; after that, fees are non-refundable. The Company may adjust renewal pricing with sixty (60) days advance notice.

Private Marketplace plugin sales are subject to the published platform fee and revenue share structure. Revenue share payments are disbursed according to the Marketplace payout schedule.

12. Warranties and Disclaimers

The Company warrants that for thirty (30) days from purchase, the Software will perform substantially in accordance with its published documentation when used in a supported, unmodified environment.

EXCEPT FOR THE ABOVE, THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. THE COMPANY MAKES NO WARRANTY THAT AI AGENTS WILL BEHAVE AS EXPECTED OR THAT THE SOFTWARE WILL BE ERROR-FREE.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES; ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL; ANY DAMAGE CAUSED BY AI AGENTS; ANY DATA LOSS; ANY SECURITY BREACHES; OR ANY DAMAGES FROM LICENSEE'S MODIFICATIONS, PLUGINS, OR FAILURE TO MAINTAIN BACKUPS.

THE COMPANY'S TOTAL CUMULATIVE LIABILITY SHALL NOT EXCEED THE AMOUNT PAID BY LICENSEE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT.

14. Indemnification

Licensee agrees to indemnify the Company from claims arising from: Licensee's use of the Software, violation of this Agreement, failure to maintain security or backups, third-party AI providers connected via BYOK, Plugins developed and distributed by Licensee through the Private Marketplace, services provided to clients, and Licensee's modifications.

15. Term and Termination

Either party may terminate for material breach with thirty (30) days written cure notice. The Company may terminate immediately for resale violations, illegal use, or license circumvention. Upon termination, all rights cease and Licensee must cease use and destroy copies within thirty (30) days.

16. General Provisions

This Agreement is governed by the laws of the State of Delaware. Disputes shall be resolved by binding arbitration under AAA Commercial Arbitration Rules. This Agreement, the Risk Agreement, and any applicable order forms constitute the entire agreement.