Terms of Service.

We're a marketplace for software. Authors publish, and buyers license, three kinds of product, which these Terms call Tools:

• Skills — a SKILL.md prompt bundle.
• Agents — an AGENT.md subagent package that can be configured to use tools (run commands, read/write files, make network requests, invoke external servers).
• Prompt libraries — a curated set of prompts (a PROMPT.md manifest plus prompt files).

Except where a provision is specifically about one product type, “Tool” means any of these three and everything in these Terms applies to all of them; we use the word “skill”only where we mean the skill product specifically. Every transaction here is a software-license sale. Nothing we do is the practice of law, accountancy, financial advising, HR consulting, or any other regulated professional service, and using Counsel Commons™ doesn't make us your lawyer, accountant, advisor, or consultant.

Our job is to run the marketplace: host the Tool files, process payments, run a very light-touch moderation layer that takes a cursory automated and human pass at each submission as a good-faith effort (no guarantees that issues will be detected), and issue refunds when our policy says they apply. We don't write the Tools and we don't check them for accuracy.

Tools are starting points, not finished products. Before you run any Tool, read through every file in the bundle — the SKILL.md, AGENT.md, or PROMPT.md manifest, plus any reference files, prompts, and sample data — to confirm the instructions suit your workflow and don't include anything you wouldn't want performed. Adapt each Tool to your firm's data sources, conventions, and specific use case. Organizations should also assess whether a Tool fits their industry's regulatory requirements before deploying it.

Agents can take actions in your environment.An agent is configured to use the tools its author declares in its AGENT.md frontmatter — which may include running shell commands, reading or writing files, making network requests, or invoking external (MCP) servers. Each agent listing shows those declared tools before purchase, with privileged ones flagged. Counsel Commons™ does not run agents; they run in your own environment, on your own API keys and credentials. You are responsible for reviewing an agent's declared tools and its AGENT.md before running it, for the environment and permissions you grant it, and for everything it does once you run it. Run agents only from authors you trust, and prefer an isolated or least-privilege environment.

Outputs vary run-to-run.Generative AI is inherently non-deterministic — the same Tool applied to the same input can produce different outputs across runs, and outputs can vary across sessions, model versions, and provider load conditions. Output variance is a normal property of AI tools, not a defect of any specific Tool, author, or platform. Authors test on the specific models they list on each Tool's page; if a tested model is later retired or substantively updated by its provider, performance on successor or remaining models is not guaranteed by the author.

Tool outputs need professional review before they shape a firm-affecting decision — by your CFO, COO, legal-ops lead, managing partner, HR director, or whichever professional the Tool is designed to support. Counsel Commons™ is not a law firm or a consultancy and doesn't give legal, financial, HR, or other professional advice; using us doesn't create any professional-client relationship.

This holds even on the Licensed Attorneys channel where the buyer is a licensed attorney using the Tool in client-substantive practice. The transaction is still a software license — Counsel Commons™ is not your lawyer, not your co-counsel, not party to your client engagement. The Tool is a drafting / analytical aid the attorney reviews and adapts under their own professional judgment; the attorney is solely responsible for any use of the outputs in a client matter.

Every Tool on Counsel Commons™ — skill, agent, or prompt library — is sold under the same license, the Counsel Commons™ Standard Tool License. We standardize so buyers know what they're getting without reading separate terms per Tool, and authors don't have to draft their own. There's no off-the-shelf open-source license that fits a paid marketplace with leak-tracing watermarks (the popular ones — MIT, Apache, GPL — all permit redistribution, which we don't), so this is a marketplace EULA in the same tradition as the App Store, Etsy, Substack, and Gumroad terms.

What you get as a buyer:

• Non-exclusive and non-transferable. Other buyers can also license the same Tool (that's the marketplace model); your license is tied to your account and can't be passed to someone else.
• Perpetual within your library. Good for as long as the Tool remains in your library.
• Permits installing the Tool, running it, using its outputs in your firm's workflow, and adapting it for your firm's internal use.
• Prohibits redistribution, resale, or republication of the Tool — including substantially similar derivatives — without the author's written permission.

What the author keeps:

• Ownership of the Tool. Authors retain all intellectual-property rights in their Tool. We don't take ownership.
• The right to sell elsewhere. The license authors grant Counsel Commons™ to host and distribute their Tool is non-exclusive. Authors can sell the same Tool on other marketplaces, on their own websites, or directly to clients.

Every bundle you download has a per-purchase identifier tied to your account — that's how one can identify unauthorized redistribution if a copy surfaces outside the license (see our Privacy Policy). The same license text is also embedded in a LICENSE.txt file inside every downloaded bundle, so the terms travel with the file even if it ends up offline.

One practical note on prompt libraries: a prompt is plain text you can copy out of the bundle, so the per-purchase identifier and leak-tracing are weaker for prompt libraries than for multi-file skills and agents. The license terms above still apply in full regardless — the weaker technical watermark doesn't expand what you're permitted to do.

All sales are final by default. Tools are digital goods you can use the moment you buy them, so we don't offer refunds for change of mind. Every Tool page has a free preview — example input and output — so you can decide before you buy. The platform is built with example inputs and outputs and publicly-posted buyer feedback to allow buyers to help prospective buyers evaluate Tools before buying.

If an author offers you a refund

Authors can choose to refund you — partially or in full — to resolve a feedback thread. Two things happen together when you take that refund:

• You keep access to the version of the Tool that was live when the refund landed, for as long as you want.
• You stop getting future versions of that Tool at no charge. Your library entry freezes at that version; auto-update, version pinning, and the version picker disable for that purchase. If a future version matters to your work, you can repurchase at the then-current price.

This rule applies to every author-issued refund regardless of amount or reason. The refund is meant to make you whole on the version you have, not to be an ongoing credit on future work.

Have a problem with a Tool you purchased? Submit feedback through the channel on the Tool detail page or in your library. The author has a chance to respond. If you're not satisfied, you can escalate the thread to Counsel Commons™ moderators, who'll review and decide on next steps.

Reviews are how buyers help each other. We'll generally leave them alone, but we may remove a review that:

• Personally attacks someone, or contains harassment, slurs, or threats.
• Grades the Tool against a use case the author never claimed. The Tool's description and tagging define the scope it's designed for; reviews outside that scope don't help other buyers.
• Contains firm-confidential, client-confidential, or privileged information, real party identifiers, or other content that shouldn't be public.
• Was submitted to manipulate ratings (sock-puppets, quid-pro-quo with the author, coordinated campaigns).
• Violates applicable law or these Terms.

We don't edit reviews — we either leave them as written or take them down. Authors can publicly respond to a review they disagree with, which is the preferred path. If a review you wrote was removed and you think we got it wrong, send us a message.

Your library is where you find the Tools you've purchased — convenient, but not a vault. Download every Tool when you buy it and save it somewhere your firm controls (a Git repo, a shared drive, your knowledge-management system). We don't guarantee how long bundles stay available for re-download.

Reasons a bundle might not be downloadable later include: Tool removal for cause (you've already been refunded in that case — see §04), voluntary author withdrawal, storage outages, format changes, or platform shutdown. Your license is for the version you downloaded — the file you saved is the durable artifact, not our re-download link.

When you publish a Tool, the seller terms you accept at upload (we retain a timestamped record of each submission) become part of these Terms. By publishing, you confirm that:

• The Tool is software you wrote or have the rights to license.
• You're being paid for licensing software — not a legal fee, a referral fee, or a cut of anyone's professional fees.
• Selling the Tool isn't the practice of law and doesn't make you anyone's lawyer.
• The Tool is built to produce drafting aids for the relevant professional's review, not personalized legal advice.

Your professional rules are your responsibility

ABA Model Rule 5.4 and its state analogues prohibit lawyers from sharing legal fees with non-lawyers. Our position: the Stripe destination-charge split is a software-distribution commission, not a fee-share — there are no legal fees in the transaction stream because buyers are licensing software that each seller attests is not the practice of law. This marketplace is intended to serve business professionals, not to deliver legal services. The same logic may or may not apply to your specific professional credential. That's your call to make, not ours. A few common cases:

• CPAs / accounting professionals— AICPA Code Rule 1.510 prohibits accepting commissions for recommending products to attest clients (audit, review, examination engagements). If you are publishing Tools and any current or prospective buyer firm is also an attest client of yours or your firm, you are responsible for assessing whether accepting commission income from that buyer's purchase is consistent with your independence obligations. Counsel Commons™ does not screen for these relationships.
• Registered patent agents and trademark agents (USPTO practitioners under 37 CFR § 11) — USPTO Rule 11.504 mirrors ABA 5.4 with respect to fee-sharing with non-practitioners. The same software-vs-services distinction the platform takes for lawyers applies, but you are responsible for assessing fit with your own USPTO obligations.
• Other professionally licensed sellers — if you hold a license, registration, or credential (foreign legal consultant, mediator under state-specific ethics rules, financial adviser under SEC/state rules, etc.) that imposes commission, fee-share, conflict, or independence restrictions, those obligations are yours to interpret and comply with. Counsel Commons™ takes no position on whether your professional rules permit your participation.

Standard channel — revenue split

We keep 30% of each sale as a software-distribution commission. Stripe's processing fees come out of your 70%, consistent with how App Store, Etsy, Gumroad, and similar marketplaces work. Stripe pays you on the schedule you set in your Stripe dashboard.

Licensed Attorneys channel — listing fee

Tools published on the Licensed Attorneys channel use a different revenue model: a non-refundable listing fee paid at submission ($35 for the Attorney-Authored tier, $25 for the Paralegal-Authored tier), and no platform commission on sales. Sellers set any price, keep 100% of the sale price net of Stripe's processing fees, and the platform's only revenue from this channel is the listing fee.

The listing fee covers bar license verification (for attorneys), limited automated quality scanning, and hosting infrastructure. It does not constitute advertising, placement, or referral services. Counsel Commons™ is a work productivity enhancement software licensing marketplace and does not facilitate attorney-client relationships or legal service referrals.

Licensed Attorneys channel — buyer eligibility

Tools published on the Licensed Attorneys channel are purchasable by verified attorneys only. Paralegals — including paralegals who themselves sell on the channel — cannot purchase Licensed Attorneys channel Tools, even other paralegal-authored Tools. The supervisory chain that makes paralegal-authored work product legally usable runs through the buying attorney, not through the platform.

Every Paralegal-Authored listing carries a permanently-visible “Paralegal-Authored” tag and the buyer-facing disclosure: “This Tool was created by a paralegal and is licensed for use under attorney supervision. As the purchasing attorney, you are responsible for independently reviewing all outputs before use in any client matter.” That disclosure is non-removable and appears on every listing card and detail page; the seller cannot opt out.

Bar verification — Attorney-Authored tier

For Attorney-Authored listings, Counsel Commons™ verifies the seller's bar number against the public bar lookup for the declared jurisdiction at submission. The verification is a point-in-time KYC snapshot — bar number, jurisdiction, date, result, and provider used — tied permanently to the listing. Bar numbers are stored as internal records only and are not displayed to buyers; the buyer-facing seller-of-record name remains the verified Stripe Connect entity name. If a seller's license is later found to be suspended or revoked, the listing is flagged for moderator review (no auto-delist — human review required).

Keeping your attorney-channel listing current

Every 90 days we send a courtesy check-in to attorney-channel sellers (both tiers). Confirming the underlying law / regulation / practice is still current — or pushing any update to the Tool — resets the clock for another 90 days. Listings that go silent through repeated check-ins are automatically delistedto keep buyers from relying on stale legal content. Delisted sellers may relist by paying the channel's standard listing fee again ($35 Attorney-Authored, $25 Paralegal-Authored), going through a fresh prompt-injection scan, and — for the Attorney-Authored tier — a fresh bar verification snapshot. Buyers retain perpetual access to any version they've already downloaded; the delisting only removes the listing from the catalog for new buyers.

Author indemnification

If a third-party claim comes at us because of something in your Tool, you agree to defend, indemnify, and hold harmless Legal InnovAI LLC and Counsel Commons™ — including our officers, employees, agents, and affiliates — from any claim, demand, action, loss, damage, liability, cost, or expense (including reasonable attorneys' fees) arising out of or related to:

• An IP, publicity, or privacy infringement claim against your Tool or its outputs. (Copyright takedowns specifically follow the procedure at /dmca.)
• An unauthorized-practice-of-law claim or any analogous regulated-profession claim about your Tool's substance, regardless of how a buyer uses it.
• Anything you misrepresented in your seller affirmations, author bio, Tool description, or tested-providers claim.
• Your breach of these Terms or the affirmations you accepted at upload.
• Firm- or client-confidential or otherwise non-public information you included in the bundle, preview I/O, or examples — even if our cursory moderation pass missed it.

This obligation continues after your Tool is removed, your account closes, or these Terms end. We can decide to take over the defense and settlement of a covered claim; if we do, please cooperate in good faith.

By listing a Tool on Counsel Commons™, you acknowledge and agree that authorized Counsel Commons™ personnel, including moderators and administrators, may access and review your Tool content without purchase for the following purposes:

• Evaluating compliance with Counsel Commons' content standards and Terms of Service.
• Investigating buyer complaints or disputes related to your Tool.
• Verifying that the Tool delivers what is represented in its listing.
• Ensuring platform quality and integrity.

Such access is limited to legitimate platform-administration purposes, and every access by authorized personnel is logged for accountability. The audit trail captures the moderator's identity, time, IP, and the specific Tool or bundle accessed. Authors may request a copy of the access log for their own content at any time via the contact form.

Counsel Commons™ personnel are prohibited from accessing Tool content for personal use, competitive intelligence, or any purpose outside of their administrative role. Misuse is grounds for immediate revocation of moderator access and may be the basis of a claim by the affected author against the individual involved.

Access for the purposes above does notconstitute a waiver of your intellectual-property rights, and Counsel Commons™ does not acquire any ownership interest in your Tool through such review. Your Tool remains your work; we're looking at it the way a marketplace looks at a listing, not the way a buyer looks at a product.

Counsel Commons' liability to any buyer is limited solely to a refund of the platform commission retained from that transaction, and only where the buyer was unable to access or receive the purchased Tool due to a failure of the Counsel Commons platform itself. Counsel Commons bears no liability for the content, quality, accuracy, or fitness of any Tool sold by an author, and any such claims are solely between the buyer and the author. No indirect, incidental, consequential, special, or punitive damages. To the maximum extent permitted by applicable law.

The reason for the cap: we run the marketplace, but the author wrote the Tool and stands behind its substance. If a Tool caused you a problem, the §05 feedback flow is the first stop, and any claim about what the Tool actually does belongs with the author.

Buyer indemnification

If a third-party claim comes at us because of how you used a Tool or what you did with its outputs, you agree to defend, indemnify, and hold harmless Legal InnovAI LLC and Counsel Commons™ — including our officers, employees, agents, and affiliates — from any claim, demand, action, loss, damage, liability, cost, or expense (including reasonable attorneys' fees) arising out of or related to:

• Your use of a Tool — or any output you generated with it — in your firm's work or any matter you handle.
• Redistributing, reselling, republishing, or sharing a Tool outside the license in §03, including circumventing the watermark or license-identifier.
• Your violation of any applicable law (consumer protection, attorney advertising, data protection, etc.) in how you used the Tool or its outputs.
• Any other breach of these Terms by you.

When you run a Tool, it is through whichever LLM you choose to run it through. We do not provide any platforms through which you can run a Tool. Therefore, your inputs go to whichever LLM provider you chose to run it on. How that provider handles your inputs — retention, training, routing — depends on your plan and configuration with them, not on us. Free and consumer plans often allow training on inputs by default; enterprise, team, and API plans typically don't. Check your provider's data-use policy and your plan settings before sending anything firm-confidential or privileged.

What we collect on our side is described in our Privacy Policy — account info via Clerk, purchase records via Stripe, download logs (the per-purchase identifiers tied to your account), cookie consent, and audit metadata for moderation actions.

We'll update these Terms from time to time. The version in force when you made a purchase governs that purchase — we won't apply material changes retroactively to settled transactions. If a change materially affects future use, you'll see a re-acceptance prompt the next time you sign in.

These Terms are governed by Colorado law (without its conflict-of-laws rules). Counsel Commons™ is operated by Legal InnovAI LLC, a Colorado limited liability company. The marketplace is currently intended for US-based legal-business-management professionals only.

Dispute resolution

If you have a dispute with us, please start by reaching out directly. Most issues can be resolved informally. If we can't resolve the issue that way within 30 days, either party may request non-binding mediation before a mutually agreed mediator in Denver, Colorado (or by video if you're not local). If mediation doesn't resolve it, either party may then pursue its claims in the state or federal courts located in Denver, Colorado, and both parties consent to the personal jurisdiction of those courts.

For general questions, send us a message.