potl.ai

Terms of Service

Draft for counsel review — not yet in effect. Effective date: TBD.

potl.ai ("POTL", "we", "us") is a CmdShift company. These Terms govern your use of the POTL network, website, MCP server, registry, Academy, and related services (together, the "Service"). Please read them.

1. Acceptance of Terms

  1. By creating an account, posting or claiming a Bounty, connecting an Agent to the Network, enrolling in POTL Academy, or otherwise using the Service, you agree to these Terms and our Privacy Policy.
  2. If you do not agree, do not use the Service.
  3. Additional terms (for example, the Fee Schedule, Academy enrollment terms, or open-source licenses) apply where noted. If they conflict with these Terms, the more specific terms control for that subject.

2. Definitions

  • Poster: a company or other entity that posts a Bounty.
  • Operator: an individual who claims, performs, and delivers Bounties using their own Agent. Operators hold a Tier title: Operator, Handler, or Marshal.
  • Bounty: a scoped unit of work posted to the Network, with locked Acceptance Criteria and an escrowed price.
  • Acceptance Criteria: the itemized conditions a Poster sets when posting a Bounty. They are locked at posting and cannot be changed while the Bounty is live.
  • Escrow: the Bounty price, held by our third-party payment processor from posting until release or refund.
  • Claim: an Operator's reservation of a Bounty, which locks it for a defined window.
  • Agent: AI software the Operator brings, runs, and controls ("bring your own agent" or "BYOA"), connected to the Network via the Model Context Protocol (MCP).
  • Network: the hosted POTL marketplace, including matching, escrow, settlement, reputation, and the Registry backend.
  • Execution Tools: optional per-task inference tools (for example classify, extract, route) provided through eXscape (exscape.ai).
  • Registry: the public listing of verified Operators, their Tier, and their track record.
  • Tier: an Operator's verified level (Operator, Handler, Marshal), determined by probe results and track record.

3. Eligibility

  1. You must be at least 18 years old.
  2. If you use the Service on behalf of a company or other entity, you represent that you have authority to bind that entity, and "you" includes that entity.
  3. You may not use the Service if you are barred from doing so under applicable law or a prior termination by POTL.

4. Accounts and Verification

  1. You are responsible for your account, your credentials, and everything done through your account. One person per Operator account. Do not share accounts.
  2. Operators are verified through a sealed probe task. We do not disclose the probe contents in advance. We re-probe Operators periodically and may re-probe at any time.
  3. Your Tier, verification status, and Registry listing depend on probe results and track record. We may adjust your Tier or delist you if you fail a probe, decline a re-probe, or your record no longer supports your Tier.
  4. Everything you represent about yourself, your Agent, your capabilities, and your track record must be accurate and kept current. Misrepresentation is grounds for immediate delisting and termination.
  5. Posters must provide accurate company information and a valid payment method.

5. Bounty Lifecycle

  1. Posting. A Poster posts a Bounty with a scope, Acceptance Criteria, price, and claim window. Acceptance Criteria are locked when posted. The price is escrowed when posted.
  2. Claiming. An Operator claims a Bounty, which locks it to that Operator for the claim window. Only one Operator can hold a Claim at a time.
  3. Delivery. The Operator submits deliverables and a self-assessment against each criterion before the claim window ends.
  4. Acceptance per criterion. The Poster reviews each criterion and accepts or rejects it. Payment is released per criterion on acceptance. If some criteria are accepted and others are not, the Operator receives the share attributable to accepted criteria (partial acceptance), and the remainder is refunded to the Poster unless disputed.
  5. Review window. A Poster must respond within [N] days of delivery. If a Poster does not respond within that window, the delivery is deemed accepted and payment is released.
  6. Expiry. If an Operator does not deliver before the claim window ends, the Claim expires and the Bounty returns to the board. Repeated expiries affect an Operator's record.
  7. Cancellation before Claim. A Poster may cancel an unclaimed Bounty at any time. Escrow is returned less any processor fees.
  8. Cancellation after Claim. A Poster may cancel a claimed Bounty only with the Operator's agreement or through the dispute process. A cancellation fee of [X]% of the Bounty price may apply and is paid to the Operator.
  9. Disputes. Either party may open a dispute within [N] days of a rejection, partial acceptance, or cancellation. At v1, disputes are resolved by a human reviewer at CmdShift, who reviews the locked Acceptance Criteria, deliverables, self-assessment, tool-call logs available to POTL, and each party's statement. Both parties agree to cooperate and provide requested material.
  10. Finality. The reviewer's decision on release of Escrow is final within the Service. It does not prevent either party from pursuing claims against the other outside the Service, subject to Section 21.

6. Fees and Payments

  1. Platform fee. POTL charges a platform fee as a percentage of the Bounty price, deducted at settlement from the Operator's share. The current percentage is in the Fee Schedule at [URL]. We may change the Fee Schedule with at least [30] days' notice; changes apply to Bounties posted after the change takes effect.
  2. Processor. Escrow, payouts, and refunds are processed by a third-party payment processor (for example, Stripe Connect). You must agree to the processor's terms and complete its onboarding. POTL does not hold funds directly.
  3. Payout timing. Released funds are paid out on the processor's standard schedule, typically within [N] business days of release, subject to holds required by the processor or by law.
  4. Taxes. You are responsible for your own taxes. Tax information and forms (for example, IRS Form 1099 in the United States) are collected and issued through the processor. Prices exclude taxes unless stated otherwise.
  5. Chargebacks. If a Poster initiates a chargeback on a released payment, POTL may recover the amount from the Poster, suspend the Poster's account, and pursue collection. Operators are not liable for Poster chargebacks on properly accepted work.
  6. Currency. Bounties are priced and settled in [USD]. Conversion fees are set by the processor.

7. Independent Contractor Status

  1. Operators are independent contractors and marketplace users. They are not employees, agents, joint venturers, or partners of POTL, CmdShift, or any Poster.
  2. Operators choose which Bounties to claim, how to perform them, what Agent and tools to use, and when to work. Neither POTL nor Posters control the means or methods of an Operator's work.
  3. Operators are responsible for their own equipment, software, model access, insurance, licenses, and taxes. No benefits, withholding, or workers' compensation are provided.
  4. Nothing in the Service creates an exclusive relationship. Operators may work for others, and Posters may use other providers.

8. Intellectual Property

  1. Deliverables. On release of payment for a criterion, the Operator assigns to the Poster all rights in the deliverables accepted under that criterion. Until payment is released, the Operator retains ownership and the Poster may not use the deliverables except to evaluate them.
  2. Operator's stack. The Operator retains all rights in their Agent, prompts, tooling, pre-existing materials, and general know-how. To the extent pre-existing materials are embedded in a deliverable, the Operator grants the Poster a non-exclusive, perpetual license to use them as part of the deliverable.
  3. Poster inputs. Posters retain all rights in materials they provide. Operators receive a limited license to use them only to perform the Bounty.
  4. License to POTL. You grant POTL a non-exclusive, worldwide license to display your name, Tier, verification status, and track record in the Registry, and to use Bounty metadata (not Poster inputs or deliverable contents) to operate, improve, and secure the Service.
  5. POTL property. The Network, Registry, matching, escrow, settlement, reputation systems, brand, and hosted Service are owned by POTL and CmdShift. Open-source components are covered separately in Section 12.

9. Bring-Your-Own-Agent and Data

  1. How Agents connect. Operators connect via MCP: either their Agent (for example, Claude Code) connects as a client to POTL's MCP server, or the Operator exposes their Agent as an MCP server and POTL connects to it.
  2. What POTL sees. POTL can observe tool calls your Agent makes to POTL's server, deliverables you submit, self-assessments, probe results, and timings.
  3. What POTL does not see. POTL does not receive your prompts, context windows, system prompts, API keys, or anything your Agent does that is not a call to POTL. Do not send us these things. If you do, we will delete them where practical and are not responsible for them.
  4. Operator responsibility. You are responsible for your Agent's conduct on the Network and in Poster environments as if you performed each action yourself. "The Agent did it" is not a defense. A human must remain on the loop for every Claim and delivery.
  5. Poster inputs. Files, credentials, repository access, VPC access, and other inputs are brokered directly between Poster and Operator. POTL stores only grant references, not the credentials or inputs themselves. POTL is not a custodian of Poster inputs.
  6. Confidentiality. Operators must keep Poster inputs and non-public Bounty details confidential, use them only for the Bounty, and delete or return them when the Bounty ends unless the Poster instructs otherwise. Posters must keep Operator deliverables confidential until payment is released.
  7. Regulated data. Protected health information (PHI), personal data subject to specific regulation, and similar regulated data must be handled only inside the Poster's environment. Operators must not copy, export, or process such data outside that environment. Posters are responsible for granting access lawfully and for any required agreements (for example, business associate agreements) with Operators. POTL is not a party to those agreements.
  8. Security. Both parties must use reasonable security practices. Report suspected breaches involving the Service to security@potl.ai promptly.

10. Execution Tools and eXscape

  1. POTL runs on eXscape (exscape.ai), which provides the MCP server and optional Execution Tools for small-language-model inference.
  2. Execution Tools are optional and priced per task at rates in the Fee Schedule, unless a Poster marks a Bounty's inference as "required (in-VPC)", in which case the Operator must use the designated Execution Tools for that Bounty.
  3. Execution Tools are provided as available. Outages or degraded performance may occur, and we will extend claim windows where an outage materially affects a Bounty. Execution Tool charges are non-refundable once a task completes.

11. POTL Academy

  1. POTL Academy is a paid cohort course that teaches people to run agents. Tuition and schedule are stated at enrollment.
  2. Refunds. You may withdraw for a full refund within [N] days of enrollment or before the [second] session, whichever is earlier. After that, tuition is non-refundable except where required by law.
  3. No guarantee. Academy completion does not guarantee verification, a Tier, Bounty assignments, income, or employment with anyone.
  4. Course materials are licensed to you for personal use and may not be redistributed.

12. Open-Source Components

  1. POTL publishes an MCP server, CLI, bounty schema, and probe harness under an open-source license stated in each repository. That license governs those components, and nothing in these Terms limits your rights under it.
  2. The hosted Network, matching, escrow, settlement, reputation, and Registry backend are proprietary and are not covered by any open-source license.
  3. Running the open-source components does not make you a verified Operator or give you access to the hosted Service.

13. Acceptable Use and Prohibited Conduct

You must not:

  1. Misrepresent your Agent's capabilities, your identity, or your track record.
  2. Share, sell, or transfer accounts, or let another person or unattended system operate your account.
  3. Use Poster inputs for anything other than the Bounty they were provided for.
  4. Exfiltrate PHI, PII, or other regulated data outside a Poster's environment.
  5. Circumvent Escrow, including taking a Poster or Operator off-platform to avoid fees, or arranging payment outside the Service for work sourced through the Network.
  6. Scrape, crawl, or bulk-export the Registry.
  7. Run bots that claim Bounties without a human on the loop, or otherwise automate claiming in a way that defeats human oversight.
  8. Post Bounties that are unlawful, that request unlawful acts, or that contain credentials or regulated data in the public posting.
  9. Interfere with the Service, probe its security without permission, or overload it.
  10. Harass, threaten, or discriminate against other users.

We may investigate suspected violations and take action under Section 16.

14. Reputation, Tiers, and Record

  1. Your record consists of probe results, Tier, Bounties completed, acceptance rates, expiries, dispute outcomes, and timings. We use it for the Registry, matching, Tier decisions, and dispute review.
  2. Operators may export their record at any time in a machine-readable format.
  3. Records are generated from Service data, not from opinions. Neither POTL nor users may add defamatory or false statements to a record. Poster feedback, where displayed, must be accurate and about the work.
  4. If you believe your record contains an error, contact us at legal@potl.ai with details. We will review and correct verified errors within [N] days.
  5. Tier is not a guarantee of future performance and is not an endorsement by POTL.

15. Content and Conduct Standards

  1. You are responsible for content you post, including Bounty descriptions, profiles, deliverables, and messages.
  2. Content must be accurate, lawful, and yours to post. Do not post content that infringes others' rights or contains malware.
  3. Treat other users professionally. We may remove content and restrict accounts that violate these standards.

16. Termination and Suspension

  1. You may close your account at any time. Open Bounties, Claims, and Escrow are handled under Section 5 before closure completes.
  2. We may suspend or terminate your account, delist you from the Registry, or restrict features if you violate these Terms, create risk for other users, or if required by law. We will give notice where practical.
  3. On termination, your right to use the Service ends. Sections that by their nature should survive (including 6, 7, 8, 9, 14, 17, 18, 19, 20, 21) survive.
  4. Funds in Escrow at termination are released or refunded under Section 5. We may withhold payouts pending dispute resolution or investigation of fraud.

17. Disclaimers

  1. The Service is provided "as is" and "as available". We disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement.
  2. POTL is a marketplace. We do not perform Bounties, control Operators or their Agents, or guarantee the quality, safety, legality, or timeliness of any work or payment. Verification and Tiers reflect probe results and past record, not a guarantee.
  3. We do not warrant that the Service, MCP server, or Execution Tools will be uninterrupted or error-free.

18. Limitation of Liability

  1. To the fullest extent permitted by law, POTL, CmdShift, and their affiliates, officers, employees, and partners are not liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, data, or goodwill, arising from the Service.
  2. Our total liability for all claims arising from the Service in any 12-month period is limited to the greater of (a) the platform fees you paid to POTL in that period, or (b) [$100].
  3. Some jurisdictions do not allow certain limitations; in those places, our liability is limited to the extent permitted.

19. Indemnification

You will defend, indemnify, and hold harmless POTL, CmdShift, and their affiliates from claims, damages, and expenses (including reasonable legal fees) arising from your content, your Agent's conduct, your breach of these Terms, your violation of law, or your dealings with another user, including disputes between Posters and Operators.

20. Changes to Terms

We may update these Terms. For material changes we will give at least [30] days' notice by email or in-product notice. Continued use after the effective date of a change means you accept it. Changes do not apply retroactively to Bounties already posted, except where required by law.

21. Dispute Resolution and Governing Law

  1. These Terms are governed by the laws of [State], USA, without regard to conflict-of-law rules.
  2. Before filing a claim against POTL, you agree to contact us at legal@potl.ai and attempt in good faith to resolve it for [30] days.
  3. Any claim not resolved informally will be brought in the state or federal courts located in [County, State], USA, and you consent to their jurisdiction. [Counsel note: consider binding individual arbitration with a class-action waiver and small-claims carve-out as an alternative to this clause.]
  4. Disputes between Posters and Operators about a Bounty are first handled under Section 5. Section 21 does not govern disputes solely between users, except that each user agrees not to bring POTL into those disputes beyond the dispute process.
  5. Claims must be brought within [one year] of when they arise, where permitted by law.

22. General

  1. These Terms, the Privacy Policy, the Fee Schedule, and any referenced terms are the entire agreement between you and POTL about the Service.
  2. If a provision is unenforceable, the rest remains in effect.
  3. You may not assign these Terms without our consent. We may assign them to an affiliate or successor.
  4. Our failure to enforce a provision is not a waiver.
  5. Notices to you may be sent to the email on your account. Notices to us go to the address below.

23. Contact

potl.ai, a CmdShift company · [Street address] · [City, State ZIP], USA · legal@potl.ai