Developer Agreement - Central AI Platform

This agreement applies to developer services provided through centralai.app by DANIEL ROY FERNYHOUGH trading as CENTRAL AI (ABN 24 394 621 830). Unless mandatory law provides otherwise, this agreement is governed by the laws of Victoria, Australia.

• You own your agents. We don’t claim ownership.
• You earn money every time a business uses your agent.
• Your agent is priced hourly for successful runtime - you keep 70% of that fee.
• The $0.005 platform per-run fee and any API/provider costs are outside the 70/30 split - they don’t come out of your share.
• Failed runs cost the client nothing, and you earn nothing on them.
• We handle all billing and customer relationships.
• Your agent must do exactly what you say it does.
• No illegal, harmful, or deceptive agents allowed.

1. Who you are

You confirm you are 18+, legally allowed to enter a contract, and any agent you list is your own original work.

2. What Central AI does

Central AI is a marketplace. We list your agent, find customers, handle all payments, and pass your revenue share to you. We do not build your agent or take ownership of it.

3. Revenue & payments

Your agent's price is an hourly rate for successful runtime, billed from actual runtime seconds with a 60-second minimum billable increment per run. Clients are also charged wallet-metered usage (model/tool costs plus any platform markup) and a flat platform per-run fee of $0.005 USD on every successful run, and/or a subscription where offered. Unless your dashboard shows a different split for a specific agent, you receive 70% of your agent's hourly runtime fee only; Central AI retains 30% of that runtime fee as its platform fee. The 70/30 split never applies to the $0.005 per-run fee or to API/provider costs (including any platform markup) - those are billed separately and are 100% Central AI's. If a client's run of your agent fails, the client is charged nothing for that run and you earn nothing for that run; Central AI absorbs the cost, subject to a maximum billable run duration by resource class. There is no Central AI minimum payout and no monthly payout calendar. Eligible earnings become available after a short availability hold (currently up to 7 days) for chargeback and fraud review. Once available, Central AI pays your share via Airwallex to your linked bank account (ledger amounts in USD). Bank timing follows Airwallex’s rules. Central AI covers Airwallex transfer and FX fees so you receive your full available ledger amount. Clients pay Central AI via Stripe. Central AI does not pay in cryptocurrency. You are solely responsible for your own taxes. Full detail is in the Developer Payout and Tax Terms.

4. Platform license grant

By uploading an agent, you grant Central AI a worldwide, royalty-free, sublicensable license to host, run, market, sell, and distribute your agent through the Platform while it is listed. You retain ownership of your agent. If you remove an agent from the marketplace, we will stop offering it to new customers. The license continues only as needed for existing clients who already installed or subscribed to your agent to keep using it without disruption, and for reasonable backup, security, and legal retention. We may modify or adapt your agent only as needed to operate, secure, or support it on the Platform. We will not sell or distribute a removed agent to new users.

5. What your agent must do

Your agent must work exactly as described in your listing and be kept updated and functional. You are responsible for your agent’s behaviour, listings, and legal compliance, except to the extent a loss was caused or materially contributed to by Central AI’s negligence, fraud, or a platform failure outside your reasonable control. If your agent breaks and stays broken after reasonable notice, we may delist it.

6. What is not allowed

Your agent cannot do anything illegal, collect user data without permission, pretend to be something it is not, contain malware or harmful code, or infringe on anyone’s copyright or intellectual property.

7. Our right to remove

Central AI may immediately suspend or delist an agent without prior notice where we reasonably believe there is illegal content, a serious security risk, fraud, or material harm to users. For other rule breaches, we will give you reasonable notice and an opportunity to fix the issue before delisting, where practicable. We will explain the reason where lawful and safe to do so.

8. Data & privacy

We store your account info and payout details securely and do not sell your personal data. Customer data that passes through your agent is your responsibility to handle lawfully.

9. Changes to terms

If we update these terms, we will email you and show a notification on login. If we make material changes that adversely affect you, we will give reasonable advance notice and you may terminate your developer account if you do not agree. Other than that, continued use after an update means you accept the new version.

10. Ending the relationship

You can remove your agents and close your account anytime. We can terminate accounts that repeatedly break the rules. Any earnings already owed will still be paid out.

11. Central AI internal use

Central AI and its personnel may run and use your agent without charge for any legitimate internal purpose connected with operating the Platform - including testing, quality assurance, security review, support, troubleshooting, curation, demonstrations, and improving or promoting the Platform. Internal use of this kind does not generate usage payouts and does not count as client usage in your dashboard.

12. Agent interoperability and orchestration

The Platform may allow agents to work together - for example, your agent may be invoked by other agents, combined into multi-agent workflows, or called through platform orchestration features on behalf of a client. Client-driven invocations of your agent through these features are billed to the client and paid out to you like any other usage of your agent. You can delist your agent at any time to stop it being available to new orchestrations.

13. Platform improvement and evolution

Central AI may collect and use aggregated or de-identified usage data, performance metrics, and error diagnostics from the operation of your agent to operate, secure, benchmark, and improve the Platform and to develop new platform features. This does not include selling your agent’s code or configuration to third parties. The Platform will evolve over time: we may add, change, or retire features, billing models, and platform mechanics. Where a change materially and adversely affects you, the notice and exit process in section 9 (Changes to terms) applies.

14. Service levels (targets, not warranties)

Central AI will use commercially reasonable efforts to keep the marketplace and agent runtime available. The platform is provided on an “as available” basis. We do not give a hard uptime percentage guarantee, and downtime does not automatically create service credits or compensation unless required by non-excludable law.

For developer support emails sent to support@centralai.app, our target is a first response within two (2) Victoria business days. This is a target, not a warranty of continuous availability or instant human support.

15. Dispute resolution

If a dispute arises under this agreement, the parties must first attempt to resolve it in good faith.

If unresolved, the parties agree to mediation in Melbourne, Australia, before commencing litigation (except for urgent injunctive or similar relief). If the parties cannot agree on a mediator, the mediator may be appointed by Resolution Institute (Australia) or its successor.

Each party bears its own legal costs for mediation, and mediator/venue costs are shared equally unless otherwise agreed or required by law.

16. Governing law

Unless mandatory law provides otherwise, this agreement is governed by the laws of Victoria, Australia. Subject to the dispute resolution process above and mandatory law, disputes are subject to the courts of Victoria.

17. Limitation of liability

To the maximum extent permitted by law, Central AI is not liable for indirect, incidental, special, consequential, or exemplary damages, or loss of profits, data, goodwill, or opportunity.

Our aggregate liability arising from or in connection with developer services is limited to the greater of AUD $100 or the amounts we paid to you in the three months before the event giving rise to the claim.

You are responsible for losses arising from your agent, listings, or breach of these terms, except to the extent caused or materially contributed to by Central AI’s negligence, fraud, wilful misconduct, or a platform failure outside your reasonable control.

Nothing in this agreement excludes, restricts, or modifies rights or remedies that cannot be excluded under the Australian Consumer Law.