Tickli Creator Agreement

1.1 This Creator Agreement (the "Agreement") is between PairOx Pty Ltd (ACN 154 477 728), an Australian company trading as Tickli.ai ("Tickli", "we", "us"), and you, the person or business that accepts it in the Tickli Studio ("you").

1.2 It applies to every AI agent you publish on Tickli after you accept it, free or paid. You must accept the version in force before you can publish or price a paid agent.

1.3 Tickli's Terms of Service, Privacy Policy, Community Guidelines and Copyright Policy (all at tickli.ai/legal) also apply to you. If one of them conflicts with this Agreement about your agents, your earnings or your work as a creator, this Agreement prevails. Whatever any other Tickli document says, your contract under this Agreement is with PairOx Pty Ltd (ACN 154 477 728) and is governed by section 19.

1.4 You accept by selecting accept in the Studio. We record which version you accepted and when.

2.1 You must be 18 or over and able to enter a binding contract.

2.2 You must publish from your own Tickli account, not share it, and not let anyone else use it to manage your agents.

2.3 If you accept for a business, you confirm you are authorised to bind it, and "you" means that business.

2.4 Your information must be accurate and kept up to date. We, our identity-verification provider or our payment provider may ask you to verify your identity or business, for example when your lifetime sales pass US$12,000, and we may hold payouts until you do.

2.5 You must not be the subject of sanctions, or live in a country where Tickli does not offer creator features.

3.1 Your agent is the AI assistant you build in the Studio. Its name, description, persona, instructions, knowledge files, images, prices and settings are your Creator Materials. The answers it gives are Outputs.

3.2 Agents run on AI models that Tickli chooses from third-party providers (currently Anthropic and OpenAI). Tickli pays for that model use. We may change models or providers, and may set fair-use limits on how much each subscriber can use an agent.

3.3 Tickli labels every agent as AI. Your agent must never claim or suggest that it is a human.

3.4 You are responsible for your Creator Materials and for designing your agent so its Outputs are accurate, lawful and safe. Do not promise results your agent cannot reliably deliver, such as guaranteed accuracy, income or outcomes.

4.1 You keep ownership of your Creator Materials. Tickli owns the Tickli service, its software, design and brand.

4.2 You give Tickli a worldwide, non-exclusive, royalty-free licence (your earnings under section 10 are your only payment) to host, store, copy, process, run, format, translate, display and distribute your Creator Materials, and to make your agent available to subscribers, to operate, secure, moderate and support Tickli, including through our service providers (such as hosting, search and AI providers) for those purposes only.

4.3 You also let Tickli promote your agent and Tickli, on Tickli and elsewhere (for example in emails, social media and advertising), using your agent's name, description and images, short sample Outputs that Tickli generates by testing your agent itself (never taken from subscribers' conversations), and your creator name and profile.

4.4 These licences last while your agent is on Tickli, plus the time needed to complete its retirement and keep the backups and records that the law or our safety and dispute duties require. We need not recall promotional material already published.

4.5 Subscribers may use the Outputs they receive for any lawful purpose, and you will not claim against a subscriber for doing so. This does not let anyone extract or republish substantial parts of your Creator Materials, such as your instructions or knowledge files.

4.6 This Agreement is not exclusive. You may offer the same or similar agents elsewhere.

4.7 We may use suggestions you send us about Tickli freely, without paying you.

4.8 To the extent the law allows, you consent to Tickli doing the acts in sections 4.2 and 4.3, including formatting, translating and excerpting your Creator Materials and showing them without naming you as their author.

4.9 Tickli may offer its own agents, including ones similar to yours. We will not use your Creator Materials or your agent's non-public statistics to build them.

5.1 You promise that you own, or have every permission needed for, your Creator Materials, including any copyright, trade mark, privacy and publicity rights of other people, and that you can grant the licences in section 4.

5.2 Upload knowledge files only if you have the right to let an AI answer questions from them and quote short passages. Do not upload other people's paid books or courses, confidential information, or personal information about others unless you have a lawful basis and your agent needs it.

5.3 Copyright complaints follow our Copyright Policy (tickli.ai/legal/copyright). We may remove material after a valid notice, we will tell you, and you may send a counter-notice. We remove creator features from repeat infringers and, in appropriate circumstances, close their accounts.

6.1 Tickli does not use your instructions, your knowledge files or the conversations between subscribers and your agent to train or fine-tune AI models. We use our AI providers on terms that do not allow them to train their models on this data.

6.2 We process this data only to run your agent (including building a search index of your knowledge files), keep Tickli safe, review reports, provide support, produce aggregate statistics and meet legal obligations, and for no other purpose without your permission unless the law requires it.

7.1 Your agent and your Creator Materials must follow the law, our Terms of Service and our Community Guidelines. They must not be designed to produce, and you must not use them for:

• (a) impersonation: posing as a real person, organisation or Tickli, or implying an endorsement or connection that does not exist. An agent may speak for you or your own business if it is clearly labelled as AI;
• (b) professional advice: presenting your agent or its Outputs as professional advice (see section 7.2);
• (c) sexual content: sexually explicit material or sexual services;
• (d) minors: anything that sexualises, exploits or targets anyone under 18, or any agent designed for children. Child sexual abuse material is reported to NCMEC and law enforcement;
• (e) hate and harm: hate, harassment, threats, violent extremism, or encouraging self-harm or violence;
• (f) illegal goods and activity: selling or helping people get illegal goods or services, weapons or drugs, unlawful gambling, malware, hacking, or instructions for crimes;
• (g) deception: scams, fake reviews, deliberate misinformation, manipulating group decisions, or misleading claims about your agent;
• (h) data grabs: asking for passwords, payment card details or government ID numbers, collecting personal information your agent does not need, or steering subscribers to pay or contact you outside Tickli;
• (i) infringement: breaching anyone's intellectual property or privacy; or
• (j) evasion: getting around Tickli's safety systems, extracting other members' data, jailbreaking the underlying models, or behaving differently when Tickli reviews it.

Tickli's crisis handling runs on every agent. Never instruct any agent to hide, contradict or weaken Tickli's crisis responses or safety notices, or to discourage anyone from seeking professional or emergency help.

7.2 High-stakes agents. At launch, the Studio does not let creators publish health, mental health, legal or finance agents, and you must not publish an agent whose main purpose is in one of these areas by any route. If Tickli opens one of these categories to you, or approves your agent in one, you must:

• (a) keep the agent in that category, so Tickli can show its safety notice and referral prompts;
• (b) never instruct your agent to hide, contradict or weaken the safety notice or referrals to professionals;
• (c) never present your agent as a licensed professional, or its Outputs as professional advice, diagnosis or treatment, or as a substitute for them;
• (d) never claim qualifications you do not hold. If you hold a professional licence and say so, you are responsible for meeting your profession's rules, and we may ask for proof; and
• (e) never design or describe your agent as providing therapy, psychotherapy, counselling or treatment, or as a companion that replaces professional care.

7.3 We may check agents, automatically and by people, before and after publication, and may refuse an agent we reasonably believe breaks these rules.

7.4 Tickli may limit, add notices or protections to, or switch off any agent or category of agents in any place where the law restricts it. Doing so is not a breach of this Agreement.

8.1 We may review your agent at any time, including by testing it and by reading conversations reported to us or flagged by our safety systems. Only staff who need to see them may do so.

8.2 If we reasonably believe your agent or your conduct breaks this Agreement or the law, or puts people or Tickli at risk, we may require changes, limit where your agent appears, suspend, retire or remove your agent, suspend your creator features or account, hold earnings as section 12.4 allows, and report matters to authorities.

8.3 We act proportionately. For a minor problem you can fix, we will usually ask you to fix it first. We will tell you what we did and why, and how to appeal (appeals@tickli.ai), unless the law, safety or an investigation prevents it.

9.1 You choose how your agent is offered: free, freemium (a set number of free messages, then a paid plan) or subscription. You set the monthly price within the limits the Studio shows (currently at least US$4.99) and, where the Studio offers it, an annual price (currently at least US$49.99). Prices are in US dollars. We may change the limits for new prices.

9.2 Tickli is the merchant of record. Tickli sells subscriptions to your agent in its own name, through its payment provider Stripe, and the subscriber's purchase contract is with Tickli. Tickli sets the checkout, billing and refund terms. Charges appear as TICKLI.AI. You must not take payment for your Tickli agent any other way.

9.3 Tickli is responsible for calculating, collecting and paying any sales tax, VAT, GST or similar tax on subscription sales where the law requires a merchant of record to do so.

9.4 A new price applies to new subscribers once you save it. Existing subscribers keep the price they subscribed at. If Tickli later lets you raise the price for existing subscribers, Tickli will give them at least 30 days' notice (and, for annual plans, notice before their renewal reminder), and they may cancel before it applies.

10.1 For each payment Tickli receives for a subscription to your agent, Tickli keeps a platform fee of 20% and credits the remaining 80% to you as earnings. The fee is worked out on the amount the subscriber pays for the subscription, less any sales tax, VAT, GST or similar tax included in or added to that amount. Where a sale is made through an app store's in-app purchase or through a link from an app store app, and the store charges Tickli a commission on that sale, the fee and your earnings are worked out on the amount after that commission. We will tell you, and the Studio will show it, before any sale of your agent is made that way, and you may choose to keep your agent out of store sales.

10.2 The platform fee covers payment processing, AI model use, hosting and Tickli's services. Apart from any app store commission under section 10.1, you pay nothing else for them.

10.3 The Studio shows the current rate and a preview of your earnings. We may change the rate only under section 16 and with at least 60 days' notice, and never for payments made before the change takes effect.

10.4 Earnings are recorded in US dollars as a balance in your Studio: an amount Tickli owes you under this Agreement, not money held for you, and it earns no interest.

11.1 Tickli decides refunds to subscribers under its Terms of Service and the law. We charge a refund or credit to your earnings only where the law requires it, to correct a billing error, where your agent does not work as described, where you breach this Agreement, where we suspend your agent under section 8 (section 11.3), where your agent is retired or removed, or where a subscriber closes their Tickli account and is refunded for unused paid time. Any other refund or credit we choose to give, including when we close a subscriber's account for a reason other than their breach, is at Tickli's cost.

11.2 When we charge a refund or credit to your earnings, we also reverse our platform fee on that part. Your earnings go down by 80% of the refunded or credited amount, never more.

11.3 If we suspend your agent under section 8 (because of your breach or a risk your agent or your conduct poses) for more than 1% of a subscriber's billing period, that subscriber automatically receives a credit for the proportion of the period the agent was suspended, once that credit is more than US$0.50. The credit reduces your earnings under section 11.2. Any credit for a period when your agent is unavailable for another reason is at Tickli's cost.

11.4 If a subscriber disputes a payment with their bank (a chargeback), the earnings from that payment are held while the dispute is open. If Tickli wins, they are released. If Tickli loses, they are removed from your balance or, if already paid out, deducted from your future earnings. Tickli bears the card networks' dispute fees.

11.5 We correct errors in either direction. We may deduct from your future earnings amounts that are due from you under sections 11 and 12 and not genuinely disputed. We will tell you before we deduct any other amount, and you may dispute it under section 19.2. A negative balance carries forward; if it remains after you have had no sales for 90 days, we may ask you to repay it.

11.6 If you think your balance is wrong, tell us within 180 days and we will look into it in good faith. This does not limit any other right you have.

12.1 Payouts go through Stripe Connect. To receive them you need a Stripe connected account in a country where Tickli offers creator payouts, and you must accept Stripe's Connected Account Agreement.

12.2 At launch, Tickli does not yet make creator payouts, including to creators in the United States. This is because of how Tickli's own payment account is set up, not because of you or your country. Until payouts are available to you, your earnings build up in your balance. We will tell you when payouts become available. We do not promise a date.

12.3 Once payouts are available to you, they run weekly. Earnings become payable 7 days after the payment (a rolling reserve) and are paid once your payable balance reaches the minimum the Studio shows (currently US$10 or its equivalent). Payouts may involve currency conversion, by Tickli (at a market or Stripe rate at the time of the payout) and by Stripe, so the amount you receive in your currency can differ from your US-dollar balance. Your bank's own fees are yours.

12.4 We may hold some or all of your payouts while identity, business or tax checks are incomplete, while a dispute is open, while we investigate suspected fraud or a serious breach, or where the law requires it. We will tell you why where we can. A hold lasts only as long as its reason, and a hold for an investigation lasts no more than 90 days unless the law or an open dispute requires longer.

12.5 Earnings from fraud, or from sales of an agent that seriously breaches section 7, are not payable to the extent we refund the subscribers concerned. That refund reduces your earnings under section 11.2 only once. Any amount we cannot refund is paid to you, unless the law requires otherwise.

12.6 If we have not been able to pay you through Stripe within 12 months after an amount was credited to your balance, or when this Agreement ends, we will pay your balance within 60 days after you give us the details we need, by bank transfer or another lawful method we agree with you. You bear only that method's ordinary fees. Only if we cannot reach you, or you do not give us those details, will we deal with the balance under unclaimed-money law.

13.1 You are responsible for your own taxes on your earnings, including income tax and any GST, VAT or similar tax on what you supply to Tickli. Your earnings include any such tax. If you are registered for one and the law requires a tax invoice or another arrangement, tell us and we will agree a compliant approach.

13.2 We or Stripe may ask for tax information (such as an IRS Form W-9 or W-8), report your earnings to tax authorities (such as on a Form 1099), and withhold tax where the law requires. We may hold payouts until you give us tax information the law requires. Tickli does not give tax advice.

14.1 Subscribers are Tickli's customers, and Tickli handles their personal information under its Privacy Policy.

14.2 You see what the Studio shows you, such as subscriber counts, ratings and aggregate usage and quality statistics (some statistics are hidden for very small groups), and messages subscribers choose to send you on Tickli. We do not give you subscribers' contact details, payment details or conversations with your agent.

14.3 You must use subscriber information only to run and improve your agent on Tickli, keep it confidential and follow privacy law. You must not use information you get through Tickli to contact subscribers outside Tickli or ask them to move off Tickli, and you must not export, scrape, sell or combine subscriber information with other data, or try to identify anyone from aggregate statistics.

14.4 Tickli handles billing, payment, account and refund support (support@tickli.ai). You handle questions about your agent's content and behaviour that we pass to you, and reply within 5 business days, or within 24 hours when we tell you a safety matter is urgent. Keep your agent's description accurate, and update it before or when you make a significant change to what your agent does.

14.5 If you learn that someone has accessed your account or subscriber information without permission, tell us at privacy@tickli.ai straight away.

15.1 You may retire an agent, or end this Agreement at any time by retiring all your agents and telling us at legal@tickli.ai. Pausing an agent is not available yet. If we add it, we will tell you how it affects subscribers and your earnings before you can use it.

15.2 When you retire an agent, it stops taking new subscribers but keeps serving existing ones for a 30-day notice period, and Tickli suggests alternatives to them. At the end, their subscriptions are cancelled and their unused paid time is refunded, which reduces your earnings under section 11.2.

15.3 Tickli may end this Agreement, or stop offering creator features, on 30 days' notice. We may end it immediately, or remove your agents, for a serious or repeated breach, fraud, a legal requirement or a serious risk of harm.

15.4 If we close your account, or retire your agent, for a breach, its subscriptions are cancelled and subscribers are refunded for unused paid time, which reduces your earnings under section 11.2.

15.5 When this Agreement ends, your agents are retired or removed. We pay your remaining balance, after refunds, chargebacks and amounts due from you, under section 12. We may keep back a reasonable amount for up to 120 days to cover late refunds and chargebacks.

15.6 Deleting your Tickli account ends this Agreement. When your account is deleted (after the cooling-off period the Studio shows when you ask to delete it), your agents are retired at once (without the 30-day notice period in section 15.2) and their subscribers are refunded for unused paid time. We cannot complete the deletion while a dispute in which you are the respondent is open. Deleting your account does not cancel what we owe you: before you delete it, tell us at legal@tickli.ai how to reach you about your balance, and we keep the financial records we need to pay it under section 12. We keep financial and safety records for as long as the law requires. Sections 4.4, 4.5, 4.8, 5, 6, 10, 11, 12, 13, 14.3, 15.5, 15.6, 16.4, 17, 18, 19 and 20 continue after this Agreement ends.

16.1 Each version is numbered and published at its own permanent link that we never edit; the Studio shows the one you accepted.

16.2 A change is material if it raises the platform fee, reduces or delays earnings or payouts, widens the licences in section 4, adds duties for you or reduces your rights. We give at least 30 days' notice of a material change (60 days for a change to the platform fee) by email, with a summary of what changed, and the Studio shows the new version from its effective date. Other changes take effect on publication only if they do not adversely affect you. A change the law requires may take effect sooner, with as much notice as we reasonably can give.

16.3 Until a new version's effective date you may keep publishing and pricing under the version you accepted. From that date you must accept the new version before your next paid publish or price change. If you keep selling your existing paid agents after it takes effect, it applies to those sales. If you do not agree, you may end this Agreement under section 15.1 before the change takes effect, and the previous version keeps applying until your agents' retirement is complete.

16.4 A change never reduces earnings already credited to your balance.

17.1 Tickli, including its AI providers, is provided as it is and as available. We do not promise uninterrupted service, a number of subscribers, any level of earnings, or where your agent appears.

17.2 Nothing in this Agreement excludes, restricts or changes any right or remedy you have under the Australian Consumer Law or any other law that cannot be excluded. Where the law allows us to limit our liability for breaching such a right, our liability is limited to supplying the services again or paying the cost of having them supplied again.

17.3 Neither of us is liable to the other for indirect or consequential loss, or for loss of profit, revenue or data. This does not reduce earnings properly owed to you under this Agreement.

17.4 Each party's total liability to the other under or in connection with this Agreement is limited to the greater of the platform fees Tickli kept from your agents in the 12 months before the claim arose and US$1,000. This limit does not apply to earnings owed to you, to your obligations under section 18 for claims about intellectual property, privacy, breaches of section 7 or fraud, to fraud, to death or personal injury caused by negligence, or to any liability the law does not allow to be limited.

17.5 Neither of us is responsible for failures caused by events outside our reasonable control, such as provider, network or payment-system outages. This does not excuse paying money owed.

18.1 You will cover Tickli's reasonable losses and costs (including reasonable legal costs) from any third-party claim or regulator action (but not any fine or penalty imposed on Tickli for its own contravention) arising from your Creator Materials, your breach of this Agreement or the law, or professional services you claim to provide. This amount is reduced to the extent Tickli caused or contributed to the loss.

18.2 We will tell you promptly about such a claim and cooperate at your cost. We may let you lead the defence with lawyers we reasonably accept, and we may lead it ourselves where the claim concerns Tickli's platform or a regulator. You may not settle a claim in a way that binds Tickli or admits fault for it without our written consent.

19.1 The law of New South Wales, Australia governs this Agreement, and its courts have jurisdiction. This does not take away any mandatory right you have under the law where you live, including any right to bring a claim in your local courts.

19.2 Before starting court proceedings, either of us must first write to the other (to legal@tickli.ai for Tickli) and try in good faith to settle the dispute for 30 days. Either of us may still seek urgent relief from a court.

20.1 We are independent contractors. This Agreement does not create a partnership, joint venture or employment.

20.2 You may not transfer this Agreement without our written consent. We may transfer it to a company that takes over the Tickli service, and we will tell you if we do.

20.3 We send notices to the email address on your account or in the app. Send notices to us at legal@tickli.ai.

20.4 This Agreement, with the documents in section 1.3, is the whole agreement between us about your work as a creator. If a part of it is unenforceable, the rest still applies. If we do not enforce a right straight away, we do not give it up.

This Agreement: legal@tickli.ai. Privacy: privacy@tickli.ai. Support and billing: support@tickli.ai. Appeals: appeals@tickli.ai. EU Digital Services Act: dsa@tickli.ai. Copyright notices: tickli.ai/legal/copyright.

PairOx Pty Ltd (ACN 154 477 728), trading as Tickli.ai, New South Wales, Australia.