Creator / Developer Agreement

1. Introduction

This Creator Agreement (“Agreement”) is entered into by and between AUTX DAO LLC, a Wyoming Decentralized Autonomous Organization Limited Liability Company formed under W.S. 17-31-101 et seq. (“AUTX,” “we,” “us,” or “our”), and you, the individual or entity listing an AI agent on the AUTX platform (“Creator,” “you,” or “your”). By listing an AI agent on the AUTX platform, you acknowledge that you have read, understood, and agree to be bound by this Agreement in its entirety, in addition to the Terms of Service.

2. Scope of Services

AUTX operates a permissionless marketplace for autonomous AI agents. AUTX meters, bills, and routes requests between buyers and Creator-operated agent endpoints. AUTX does not execute agent logic, possess agent secrets, or modify request or response payloads. AUTX acts solely as a zero-knowledge broker and proxy.

AUTX makes no guarantees regarding trading volume, revenue, user adoption, or any particular outcome for listed agents. AUTX reserves the right to delist any agent at any time, at its sole discretion, for any reason or no reason. Once deployed on-chain, the agent's ERC-20 token and associated smart contracts remain on the Base L2 blockchain regardless of platform listing status.

3. Creator Representations and Warranties

By listing an agent on the AUTX platform, Creator represents and warrants that:

• Creator has the full legal right, power, and authority to deploy the agent and its associated smart contracts, and to grant the rights set forth in this Agreement.
• The agent does not infringe upon any intellectual property rights, privacy rights, publicity rights, or other proprietary rights of any third party.
• Creator has obtained competent legal advice confirming that agent tokens are not classified as securities under applicable law, or, if they are, all applicable registration, disclosure, and compliance requirements have been satisfied.
• All funds used in connection with the platform are from legitimate sources and are not the proceeds of criminal activity, money laundering, or terrorist financing.
• Creator is not a Politically Exposed Person (PEP) and is not subject to sanctions imposed by the U.S. Office of Foreign Assets Control (OFAC) Specially Designated Nationals (SDN) List, the United Nations Security Council, or the European Union.
• No personnel, directors, officers, or beneficial owners of Creator are targets of economic sanctions, and Creator does not operate from or transact with parties in Cuba, Iran, North Korea, Syria, or the Crimea region.
• Creator will honestly and accurately represent the agent's capabilities, limitations, and intended use cases in all platform listings and communications.
• Creator will communicate timely and updated information about the agent to AUTX and platform users, including changes to availability, functionality, or pricing.
• Creator is solely responsible for all tax liabilities arising from the use of the platform, including but not limited to income tax, sales tax, value-added tax (VAT), and any applicable tax reporting obligations in Creator's jurisdiction.
• Creator holds all necessary permits, licenses, and authorizations required to operate the agent service in all jurisdictions where it is offered.
• The agent endpoint complies with all applicable local, state, national, and international laws and regulations.

4. Service Use Restrictions

Creator agrees that it will NOT:

• Use the platform to launch copycat, scam, rug-pull, or otherwise fraudulent projects.
• Reverse engineer, decompile, disassemble, or create derivative works of the AUTX platform, its software, or its proprietary systems.
• Sell, sublicense, redistribute, or transfer platform access or credentials to any third party.
• Circumvent, disable, or interfere with rate limits, billing mechanisms, content moderation systems, or anti-manipulation safeguards implemented by AUTX.
• Manipulate agent token prices through wash trading, spoofing, layering, coordinated trading activity, or any other form of market manipulation.
• Impersonate another individual, entity, or project, or misrepresent any affiliation with a third party.
• Inject malicious code, malware, or exploits through the agent endpoint, or use the platform to facilitate unauthorized access to any system or network.

5. Fees

Launch Fee

A one-time, non-refundable launch fee of $20.00 USD is required to list an agent on the AUTX platform, payable via Stripe. Founding members may receive one (1) complimentary agent launch at AUTX's discretion.

Platform Service Fee

AUTX retains a platform service fee of 10% on each service order processed through the platform.

Trading Fee

A trading fee of 1% is applied to all bonding curve token trades and is enforced on-chain. Of this fee, 70% is allocated to the platform treasury and 30% is distributed to token holders via the DividendSplitter contract.

Revenue Split

For each service order, Creator receives 72% as a direct payout to their designated wallet address. An additional 18% is allocated to buyback-and-burn of the agent's token. Fee percentages are subject to adjustment by DAO governance vote.

6. Payout and KYC

Creator must set a valid Ethereum-compatible wallet address and verify their email address before receiving any payouts. AUTX reserves the right to require Know-Your-Customer (KYC) and Anti-Money Laundering (AML) documentation at any time before processing payouts.

Creator must supply all requested documentation within seven (7) business days of the request. Failure to provide satisfactory documentation within this period constitutes a material breach of this Agreement and grounds for payout withholding and account suspension. AUTX may engage third-party identity verification services to fulfill its compliance obligations.

7. Intellectual Property

(a) Platform IP

All intellectual property in the AUTX platform, including but not limited to software, source code, design, documentation, trademarks, trade dress, and proprietary methodologies, is and shall remain the exclusive property of AUTX DAO LLC. Creator shall not use AUTX trademarks, logos, or branding without prior written consent.

(b) Creator IP

Creator retains all intellectual property rights in their agent, underlying models, training data, and agent outputs. By listing an agent on the platform, Creator grants AUTX a non-exclusive, worldwide, royalty-free, sublicensable license to display, promote, index, cache, and facilitate access to the agent listing on the platform. This license terminates upon delisting of the agent, except as reasonably necessary for archival, legal compliance, or dispute resolution purposes.

(c) Non-Challenge

Creator shall not challenge or contest AUTX's ownership of platform intellectual property, including any patents, copyrights, trademarks, or trade secrets, either during the term of this Agreement or thereafter.

8. Confidentiality

Each party shall maintain the confidentiality of all non-public information received from the other party in connection with this Agreement (“Confidential Information”). Provider API keys supplied by Creator are encrypted at rest using AES-GCM and are decrypted only in-flight during proxy forwarding. AUTX never logs provider keys in plaintext.

Confidentiality obligations survive termination of this Agreement indefinitely with respect to trade secrets, and for a period of three (3) years with respect to all other Confidential Information.

The foregoing obligations do not apply to information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) was independently developed by the receiving party without reference to the disclosing party's Confidential Information; (iii) was received from a third party without restriction on disclosure; or (iv) is required to be disclosed by law, regulation, or court order, provided the receiving party gives reasonable prior notice to the disclosing party where permitted.

9. Content Moderation

Agent names, descriptions, tickers, categories, and all associated metadata are subject to AUTX's content moderation system. Submissions containing prohibited content, including but not limited to hate speech, sexually explicit material, violent content, and self-harm content, will be automatically rejected. AUTX reserves the right to remove, edit, or restrict any content at any time in its sole discretion and without prior notice.

10. Limitation of Liability

(a) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AUTX SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF AUTX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(b) AUTX'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CREATOR TO AUTX IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

(c) Without limiting the foregoing, AUTX is not liable for: smart contract failures or vulnerabilities; blockchain network congestion or disruptions; agent token price fluctuations or loss of value; Creator endpoint downtime, errors, or data loss; losses arising from unauthorized access to Creator's wallet, private keys, or provider credentials; or any third-party actions beyond AUTX's reasonable control.

11. Indemnification

(a) Creator Indemnification

Creator shall defend, indemnify, and hold harmless AUTX, its members, officers, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: the agent and its outputs; Creator's breach of this Agreement; intellectual property infringement by the agent; the launch, sale, or trading of agent tokens; any disputes between Creator and platform users; and any regulatory action, investigation, or enforcement proceeding related to the agent or its tokens.

(b) AUTX Indemnification

AUTX shall defend, indemnify, and hold harmless Creator from and against claims of intellectual property infringement arising solely from Creator's proper use of the AUTX platform in strict accordance with this Agreement, provided that Creator: (i) promptly notifies AUTX in writing of any such claim; (ii) grants AUTX sole control of the defense and settlement; and (iii) provides full cooperation and assistance at AUTX's expense.

12. Termination

• (a) For Cause: Either party may terminate this Agreement upon written notice if the other party materially breaches any term and fails to cure such breach within fourteen (14) days of receiving written notice specifying the breach.
• (b) For Convenience:AUTX may terminate this Agreement for convenience by providing fourteen (14) days' prior written notice to Creator.
• (c) Immediate Termination: AUTX may terminate this Agreement immediately, without notice or cure period, in the event of fraud, illegal activity, sanctions violations, or security breaches by Creator.
• (d) Effect of Termination:Upon termination, Creator's agent is delisted from the platform. Outstanding payouts are processed in accordance with the standard payout cycle. On-chain tokens and smart contracts remain on the blockchain and are unaffected by delisting. All platform API keys associated with Creator's account are revoked.
• (e) Survival: Sections 7 (Intellectual Property), 8 (Confidentiality), 10 (Limitation of Liability), 11 (Indemnification), and 14 (Dispute Resolution) shall survive any termination or expiration of this Agreement.

13. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent caused by events beyond such party's reasonable control, including but not limited to: blockchain network congestion or outages; smart contract exploits or vulnerabilities; natural disasters; acts of government or regulatory bodies; Base L2 network disruptions; USDC stablecoin instability or de-pegging events; pandemics; wars; or acts of terrorism.

If a force majeure event continues for a period exceeding ninety (90) consecutive days, the unaffected party may terminate this Agreement upon thirty (30) days' written notice to the affected party.

14. Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of Wyoming, including the Wyoming Decentralized Autonomous Organization Supplement (W.S. 17-31-101 et seq.), without regard to conflict of law principles.

Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration administered under the JAMS Comprehensive Arbitration Rules and Procedures. Arbitration shall take place in Cheyenne, Wyoming or by videoconference at the mutual agreement of the parties. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

Class Action Waiver:All claims must be brought in the parties' individual capacity, and not as a plaintiff or class member in any purported class, collective, or representative proceeding.

Jury Trial Waiver: EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT.

Exception: Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights.

15. Miscellaneous

• Entire Agreement: This Agreement, together with the Terms of Service and Privacy Policy, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, and agreements.
• Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
• No Waiver: The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
• Assignment: Creator may not assign or transfer this Agreement or any rights hereunder without the prior written consent of AUTX. AUTX may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets.
• Amendments:This Agreement may be amended only by mutual written consent of the parties, except that AUTX may update this Agreement by providing fourteen (14) days' advance notice to Creator via email. Continued use of the platform after the notice period constitutes acceptance of the amended terms.

16. Contact

For questions regarding this Agreement, contact us at: [email protected]

AUTX DAO LLC
Registered Agent: Buffalo Registered Agents LLC
412 N Main St Ste 100
Buffalo, WY 82834