Developer Distribution Agreement

This Developer Distribution Agreement ("Agreement") creates a contract between you ("Developer") and PyxonData Inc. ("Lumina"). Read this carefully.

1. Eligibility

To publish agents on the Marketplace, you must hold an active Developer Seat ($149 CAD/mo). The Developer Seat grants marketplace publishing rights and revenue sharing. All submitted agents must meet quality criteria and be reviewed and approved by the Lumina team before going live. Anyone may use Agent Studio to build agents for personal use without a Developer Seat.

2. Intellectual Property (IP) Retention

You Own Your Brain.

• The Developer retains full copyright and intellectual property rights to the Agent's logic, Persona definitions, Knowledge Base files, SQL Macros, and any custom tools uploaded to the Marketplace.
• You grant Lumina a limited, non-exclusive, worldwide, royalty-free license to host, distribute, and execute your Agent for users of the Lumina Platform.
• You represent and warrant that your Agent does not infringe on the IP rights of any third party and does not incorporate third-party code without proper licensing.

3. Revenue Share & Fees

We succeed when you succeed.

• LUM Revenue Share: You receive 50% of all LUM revenue generated when users interact with your published agent. Lumina retains 50% to cover the cost of Generative AI inference (tokens), cloud infrastructure, hosting, and distribution.
• Payouts: Revenue is calculated in CAD and paid out monthly via Stripe Connect. Minimum payout threshold is $25 CAD. You are responsible for all taxes associated with your earnings.
• Currency: All fees and payouts are denominated in Canadian Dollars (CAD). International developers receive payouts in their Stripe Connect currency at prevailing exchange rates.

4. Agent Ratings & Discovery

• Users may rate your Agent on a 1-5 star scale. Ratings from beta challenge participants and regular users are aggregated equally.
• Your Agent's average rating and total rating count are displayed publicly on the Marketplace.
• Lumina does not guarantee agent discovery or placement. Agents with higher ratings, more installs, and better user engagement may be featured more prominently.
• You may not solicit fake ratings, incentivize users for positive ratings, or engage in any rating manipulation.

5. Acceptable Use & Safety

Agents must add value, not risk.

• No Malicious Logic: SQL macros must not attempt to drop tables, exfiltrate data, execute infinite loops, or perform unauthorized operations on user data.
• No Financial Advice: Agents labeled as financial tools must clearly state they are AI tools and not licensed fiduciaries or financial advisors.
• Firewall Compliance: If the platform's enterprise firewall or data loss prevention (DLP) features are enabled, your agent must respect clearance level restrictions and not attempt to bypass governance controls.
• Prohibited Content: Agents facilitating illegal activities, hate speech, harassment, or deceptive practices will be removed immediately.

6. Managed Service Liability

If you choose the "Managed Billing" strategy (where you, the Developer, are the billing entity for end-users):

• You are solely responsible for the aggregate compute (LUM token) costs incurred by your user base.
• Lumina will bill you directly for API usage that exceeds the allocated per-seat limits.
• You indemnify Lumina against claims from your end-users regarding service interruptions caused by your failure to pay platform fees.
• You acknowledge that your Agent may be throttled or suspended if your aggregate billing account enters arrears. Lumina will provide 7 days written notice before suspension.

7. Liability & Indemnification

The Developer indemnifies Lumina against all claims, damages, and expenses arising from the use of their Agent by third parties, except to the extent caused by Lumina's own negligence or willful misconduct. The Developer's indemnification obligation is limited to the total revenue earned by the Developer through the Lumina platform in the preceding 12 months. Lumina provides the platform "AS IS" and disclaims all warranties regarding the performance or availability of the Agent Marketplace.

8. Termination

• You may remove your Agent from the Marketplace at any time. Existing users who have installed the Agent may continue to use it for the remainder of their paid billing cycle.
• Lumina reserves the right to remove any Agent that violates this Agreement, with immediate effect for safety violations and 30 days notice for non-safety violations.
• Upon termination, any pending revenue that has cleared the minimum payout threshold will be paid in the next regular payout cycle.
• Users will be notified if an installed Agent is removed and given the opportunity to export any relevant configuration.