Partner Software Licence

Revenue Share and Distribution Licence

Overview

This Partner Software Licence applies when you (the partner) use the CodeBots platform to create, publish, and monetise bots that are made available to third parties for a fee. It sits alongside the CodeBots privacy policy and the Builder Software Licence, which continues to apply to your general use of the platform.

Revenue share

  1. Subject to this licence, you are granted a non-exclusive, revocable right to publish and distribute paid bots through the CodeBots platform under the partner tier selected by you from time to time (for example Developer, Growth, or Platinum).
  2. Unless otherwise agreed in writing, net revenue from paid bots will be shared between you and CodeBots in accordance with the revenue share percentages advertised for your current partner tier on the CodeBots website at the time the revenue is earned.
  3. "Net revenue" means amounts actually received by CodeBots for sales or subscriptions to your paid bots, less applicable taxes, refunds, chargebacks, and payment processing fees.
  4. CodeBots will report partner earnings and make payments in the manner and frequency specified in the partner programme documentation, subject to any minimum payout thresholds.

Partner obligations

  1. You are responsible for the content, functionality, and support of your bots, including any promises you make to your customers and end users.
  2. You must ensure that your bots (and any data they process) comply with all applicable laws, regulations, and third-party rights, and that you have obtained all necessary consents and licences.
  3. You must not publish bots that are misleading, harmful, or unlawful, or that would reasonably be considered offensive or inappropriate in a professional context.
  4. You will clearly disclose to your customers any pricing, billing, and usage limits that apply to your bots.
  5. You agree to provide reasonable first-line support for your bots and to cooperate with CodeBots in resolving any escalated issues or complaints.

Intellectual property

  1. Subject to CodeBots's rights in the platform and any underlying technology, you retain all intellectual property rights in the original content and logic you create for your bots.
  2. By publishing a bot on the platform, you grant CodeBots a worldwide, non-exclusive, royalty-free licence to host, run, copy, and distribute that bot as necessary to operate the platform, deliver the service to customers, and market the availability of your bot.
  3. You must not use any CodeBots trade marks, branding, or other intellectual property except as expressly permitted by CodeBots's brand guidelines or with CodeBots's prior written consent.

Suspension and termination

  1. CodeBots may suspend or remove any bot, or suspend or terminate your participation in the partner programme, if it reasonably believes that you have breached this licence, the Builder Software Licence, or any applicable law, or if your bot poses a risk to the security, stability, or reputation of the platform.
  2. On termination of this Partner Software Licence, CodeBots may cease selling or distributing your bots. Unless required by law, CodeBots is not obliged to continue hosting or providing access to your bots after termination.
  3. Termination of this licence does not affect any rights or obligations that have already accrued, and all limitations of liability and indemnities in favour of CodeBots will survive termination.

Liability and indemnity

  1. To the maximum extent permitted by law, CodeBots is not liable for any indirect, special, or consequential loss, or for any loss of profit, revenue, goodwill, or data arising out of or in connection with your participation in the partner programme or the sale or use of your bots.
  2. Nothing in this licence excludes, restricts, or modifies any consumer guarantees or other rights that cannot be excluded under applicable law. Where such rights cannot be excluded, CodeBots's liability is limited to the remedies permitted by law.
  3. You indemnify CodeBots against any claim, loss, or expense (including legal costs on a solicitor and own client basis) arising from or in connection with your bots, your breach of this licence, or your breach of any law or third-party rights.

General

  1. This Partner Software Licence forms part of the broader agreement between you and CodeBots for the use of the platform and must be read together with the CodeBots privacy policy, the Builder Software Licence, and any partner programme terms published by CodeBots from time to time.
  2. CodeBots may update this Partner Software Licence from time to time by posting a revised version on its website. Your continued participation in the partner programme after any update constitutes your acceptance of the updated terms.
  3. This licence is governed by the laws of Queensland, Australia, and each party submits to the non-exclusive jurisdiction of the courts of that place.