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Commercial License

Pro Edition Commercial License Agreement

Version 1.0 — Effective February 27, 2026

By purchasing, downloading, installing, or otherwise using the ClawMagic Pro Edition software, plugins, or associated components ("Software"), you agree to be bound by this Agreement. This Agreement must be read in conjunction with the Risk Disclosure & Assumption of Risk Agreement, which is incorporated by reference.

1. License Grant

Subject to this Agreement and payment of applicable fees, ClawMagic grants 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.

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. Right to Modify

Licensee may modify, adapt, alter, translate, or create derivative works from the Software source code without restriction on the nature or extent of modifications, provided such modifications are used solely by 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 from ClawMagic is required, and Licensee is under no obligation to share modifications back to the Company.

3. 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. When new updates are released, Licensee is responsible for reviewing changes, merging or porting updates into their modified codebase, testing thoroughly, and resolving any conflicts or regressions.

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.

4. Annual License Term and Core Updates

Each license is issued for a term of one (1) year, beginning on the date the License Key is activated. Licenses renew automatically for successive one-year periods unless either party provides written notice of non-renewal at least thirty (30) days prior to expiration.

While the license is active, Licensee receives all Core Updates — including new features, enhancements, bug fixes, security patches, and performance improvements — 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 given the agentic nature of the platform.

5. Per-Instance Licensing

Each physical or virtual machine running the Software must have a unique, active License Key. License Keys are bound to the Instance upon first activation. Transferring a key to a different machine requires deactivation and reactivation through the Company's license management portal.

Client installations each constitute a separate Instance requiring their own License Key. Licensee may purchase keys on behalf of clients or direct clients to purchase their own.

6. Permitted Commercial Use

Licensee may use the Software to provide paid services to clients (consulting, managed services, implementation, support), charge for installation, configuration, customization, and training, build custom solutions on top of the Software, and install and manage the Software on client machines with valid License Keys.

With an Agency Account, Licensee may additionally develop, publish, price, sell, and support original Plugins through the ClawMagic Marketplace.

7. Restrictions — No Resale as Own Product

Licensee shall NOT sell, resell, sublicense, rent, lease, or distribute the Software as if it were Licensee's own product. Licensee shall NOT rebrand, white-label, or present the Software as a product created or owned by Licensee for the purpose of competing with the ClawMagic platform.

Licensee shall NOT sell purchased Marketplace Plugins as original creations, remove copyright notices or attributions, or reverse engineer Plugins to create competing products for sale.

Access to source code does not grant ownership. Source code access is provided solely to enable modification and customization under this Agreement. Licensee shall take reasonable measures to prevent unauthorized disclosure.

8. Plugin Rights

Licensee may purchase, install, modify, and deploy Plugins from the ClawMagic Marketplace. Modifications to purchased Plugins are permitted for Licensee's own use and client deployments. Each Plugin installation must be covered by a valid license.

Agency Account holders may develop original Plugins and sell them through the Marketplace, subject to Marketplace fee policies. Plugins published by Licensee remain Licensee's intellectual property, subject to Marketplace distribution terms.

9. Intellectual Property

The Software — including source code, documentation, algorithms, architecture, and trademarks — remains the exclusive property of ClawMagic. This Agreement does not transfer ownership of any intellectual property. All rights not expressly granted are reserved.

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, and the underlying Software source code within such modifications remains Company property.

10. Fees, Payment, and Renewal

All fees are quoted in USD and are exclusive of applicable taxes. License fees are due upon purchase for new licenses and upon the renewal date for renewals. New licenses include a fourteen (14) day money-back guarantee; after that, fees are non-refundable.

The Company reserves the right to adjust pricing for renewal periods with at least sixty (60) days advance notice. Licensee's sole remedy for disagreement with a price change is to decline renewal and continue using the last licensed version.

The Company reserves the right to audit Licensee's use no more than once per twelve months to verify the number of active Instances relative to purchased License Keys.

11. Support and Maintenance

During an active License Term, Pro Edition Licensees receive priority support covering the unmodified Software. Support for issues arising from Licensee's modifications, third-party AI providers, or Licensee's environment is outside the scope of standard support.

Professional services (consulting, custom development, porting assistance) may be available at additional cost under a separate statement of work.

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. If it does not, the Company will repair, replace, or refund the license fee.

EXCEPT FOR THE ABOVE LIMITED WARRANTY, THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. 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 AGENT ACTIONS; ANY DATA LOSS FROM AGENT BEHAVIOR; ANY SECURITY BREACHES; OR ANY DAMAGES FROM LICENSEE'S MODIFICATIONS 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 GIVING RISE TO THE CLAIM.

14. Indemnification

Licensee agrees to indemnify and hold harmless 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 by Licensee, services provided to clients, and Licensee's modifications.

The Company will indemnify Licensee against third-party claims that the unmodified Software infringes a valid US patent or copyright, subject to prompt notice, sole defense control, and reasonable cooperation.

15. Term and Termination

Either party may terminate for material breach with thirty (30) days written cure notice. The Company may terminate immediately if Licensee violates resale restrictions, uses the Software illegally, or circumvents license validation.

Upon termination, all rights cease. Licensee must cease use and destroy all copies within thirty (30) days. Sections on restrictions, IP, risk, backup, confidentiality, warranties, liability, and indemnification survive termination.

16. Confidentiality

Each party agrees to hold the other's Confidential Information in strict confidence. The Software source code constitutes Confidential Information of the Company. Licensee shall restrict access to employees and contractors with a need to know.

17. 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. Either party may seek injunctive relief for IP or confidentiality violations.

This Agreement, the Risk Disclosure & Assumption of Risk Agreement, and any applicable order forms constitute the entire agreement. The Company may update terms with thirty (30) days notice; continued use constitutes acceptance. If any provision is held unenforceable, the remainder continues in full force.

Acceptance

By purchasing, installing, or using the ClawMagic Pro Edition Software, you acknowledge that you have read this Agreement, understand it, and agree to be bound by its terms. You also acknowledge and agree to the terms of the Risk Disclosure & Assumption of Risk Agreement.

Risk Agreement →← Pro Edition Overview

ClawMagic Pro Edition Commercial License Agreement v1.0 — Copyright © 2026 ClawMagic. All rights reserved.

The full legal text of this agreement is available in the docs/PRO-COMMERCIAL-LICENSE.md file included with the Software.