Draft for legal review. Not in force. Clauses marked [LAWYER: ...] or [RAHIL: ...] are open.
1. Who this applies to
This agreement is between Chalk Labs ([RAHIL: legal entity name and address]) and you, the "publisher". It applies when you do any of the following:
- claim a listing on Agent Mart (through GitHub, a DNS record or a manual check)
- join a publisher account
- submit a listing for a tool you publish
- reply to reviews as the publisher
- use our badges
It adds to the Terms of Service (/legal/terms) and the Acceptable Use Policy (/legal/acceptable-use). If you act for a company or project, you confirm that you may bind it.
You do not need to sign anything to be listed. Agent Mart lists public tools from public sources whether or not the publisher claims them. Claiming gives you tools to keep the listing accurate and to respond to users.
2. Your promises
When you claim a listing or submit content, you promise that:
- You maintain the tool, or you are authorized by the people who do.
- You own, or have permission to use and to license to us, everything you submit. This includes names, logos, screenshots, descriptions and links.
- What you submit is accurate, not misleading, and does not infringe anyone's rights or break the law.
- The tool does not contain malware, hidden data collection, or behavior that its description and permissions do not disclose.
[LAWYER: are these warranties appropriate for open-source maintainers, who are often individuals with no company? Consider "to the best of your knowledge" for the last two points.]
3. License to display
You give Chalk Labs a worldwide, non-exclusive, royalty-free license to host, reproduce, format, translate, display and distribute the content you submit about your tool, and to make short excerpts of it, in order to run and promote Agent Mart. The license covers the website, the API, the MCP server, the CLI, feeds, the newsletter, badges and embeds.
- You can withdraw content you submitted at any time. We will stop showing it within [LAWYER: a reasonable time, e.g. 7 days].
- Copies already in feeds, newsletters already sent, and third-party caches may persist.
- Withdrawing your content does not remove the listing itself. The facts we collect from public sources stay (see section 5). [LAWYER: confirm.]
- Your trademarks remain yours. You permit us to use your name and logo to identify your tool. We will not use them to suggest that you endorse Agent Mart without your permission.
4. Keeping claimed listings accurate
Once your claim is verified you must keep the details you control accurate and up to date. This includes the description, links, install instructions, pricing and contact information. Fix or tell us about errors within [LAWYER: e.g. 14 days] of becoming aware of them.
We re-check claims from time to time, for example that you still have admin rights on the repository. We may revoke a claim if:
- the check fails
- the tool changes hands
- you break this agreement
We may also correct listings ourselves when the public sources disagree with what you submitted.
5. What you do not control
Claiming a listing does not let you change:
- grades or the facts behind them
- organic rank
- reviews by other people (you can reply to them)
- security findings
- the trust policy
Money never changes organic rank or grades. No payment, sponsorship, affiliate deal or partnership changes how your listing ranks or what grade it gets. Sponsored placements, when they launch, are labeled and kept separate from organic results.
Grades are automated assessments of public signals and scans at a point in time, not audits or certifications. If you think a grade is wrong, use the correction form. We review it and fix our data or method if we were wrong. We do not hide findings because a publisher asks.
6. Reviews and replies
You may reply once to each review of your tool. Replies must be:
- factual
- polite
- free of personal data about the reviewer
You may not review your own tool, or ask, pay or reward anyone for reviews. You may not write reviews of competitors.
If you believe a review is fake or breaks the review guidelines, report it. Do not contact the reviewer to pressure them.
7. Security issues in your tool
If our scans find a serious security issue in your tool, we contact you privately first, using your GitHub private vulnerability reporting, your SECURITY.md or security.txt address, or a registry contact. We make no public mention of the issue for at least 21 days, or until it is fixed, and we usually agree to more time while you work on a fix. See the Security Policy (/legal/security-policy).
You agree to:
- keep a working security contact (we recommend a SECURITY.md)
- respond to reports in good faith
If we confirm that a version of your tool is malicious, we may remove it from listings immediately.
8. Takedown cooperation
If we receive a copyright, trademark, security or legal complaint about your listing or content, we may:
- forward it to you, without the complainant's personal data unless the law requires otherwise
- ask you to respond within [LAWYER: e.g. 5 business days]
- hide or remove the listing while we decide
Follow the Takedown Policy (/legal/takedown) and tell us promptly if you receive a complaint about content that also appears on Agent Mart.
9. Badges and embeds
If your listing is claimed, you may show the Agent Mart badges and embeds for your own tool, using the code we provide.
- Badges show live data. Do not edit, crop or recolor a badge in a way that changes what it says, and do not show a grade your tool no longer has.
- Do not use a badge to suggest that Agent Mart audited, certified or endorses your tool.
- Badges must link back to your listing.
- We may change badge design, or ask you to remove a badge that breaks these rules.
[LAWYER: trademark license wording for the Agent Mart name and badge.]
10. Revenue share and payouts (applies when the store launches)
This section applies only once Agent Mart offers paid listings or a store. Neither exists today. [RAHIL: the plan lists a store commission as a later phase, not decided.]
When a store launches, separate store terms will set out:
- prices you control and the commission we keep
- how and when you are paid, minimum payout amounts and currencies
- taxes (including Indian GST, US tax forms and withholding), invoices and refunds
- what happens to payments when a listing is removed or a claim revoked
No revenue share or payout obligation exists until both parties accept those store terms. [LAWYER: confirm this placeholder creates no present obligation, and the payout and tax structure for Indian and foreign publishers.]
11. Ending this agreement
You can release your claim at any time. Your listing stays public as an unclaimed listing.
We can end this agreement or revoke your claim if you break it, if the tool is abandoned or transferred, or if we stop offering claims.
Sections 3 (for content already distributed), 5, 7, 8 and 12 survive.
12. Liability and indemnity
The Terms of Service sections on warranty and liability also apply here. You will defend and indemnify Chalk Labs against third-party claims that arise from content you submitted or from your breach of section 2. [LAWYER: mutual or one-way; caps; enforceability against individual open-source maintainers.]
13. Changes
We may update this agreement with at least [LAWYER: 30] days' notice to claimed publishers by email and on this page. If you do not agree, you can release your claim before the change takes effect.
Open questions for the lawyer
- [LAWYER] Are the section 2 warranties appropriate for individual open-source maintainers; add "to the best of your knowledge"?
- [LAWYER] Time to stop showing withdrawn content, and whether public-source facts may stay (section 3).
- [LAWYER] Time limit for fixing inaccuracies in claimed listings (section 4).
- [LAWYER] Response time for forwarded complaints (section 8).
- [LAWYER] Trademark license wording for the Agent Mart name and badges (section 9).
- [LAWYER] Confirm the store placeholder creates no present obligation; payout and tax structure for Indian and foreign publishers (section 10).
- [LAWYER] Indemnity direction, caps and enforceability against individuals (section 12).
- [LAWYER] Notice period for changes (section 13).
- [RAHIL] Legal entity name and address (section 1).
- [RAHIL] Whether and when a store or paid listings will launch (section 10).