Terms of Service.

We're a marketplace for software — specifically, prompt-based tools (“skills”) that authors publish and buyers license. 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 skill files, process payments, run moderation, and issue refunds when our policy says they apply. We don't write the skills and we don't check them for accuracy.

Skills are starting points, not finished products. Before you run a skill, read through every file in the bundle — the SKILL.md, 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 skill to your firm's data sources, conventions, and specific use case. Organizations should also assess whether a skill fits their industry's regulatory requirements before deploying it.

Outputs vary run-to-run.Generative AI is inherently non-deterministic — the same skill 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 skill, author, or platform. Authors test on the specific models they list on each skill'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.

Skill 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 skill 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.

Every skill on Counsel Commons™ is sold under the same license — the Counsel Commons™ Standard Skill License. We standardize so buyers know what they're getting without reading separate terms per skill, 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 skill (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 skill remains in your library.
• Permitsinstalling the skill, running it, using its outputs in your firm's workflow, and adapting it for your firm's internal use.
• Prohibitsredistribution, resale, or republication of the skill — including substantially similar derivatives — without the author's written permission.

What the author keeps:

• Ownership of the skill.Authors retain all intellectual-property rights in their skill. We don't take ownership.
• The right to sell elsewhere. The license authors grant Counsel Commons™ to host and distribute their skill is non-exclusive. Authors can sell the same skill 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 we 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.

All sales are final by default.Skills are digital goods you can use the moment you buy them, so we don't offer refunds for change of mind. Every skill page has a free preview — example input and output — so you can decide before you buy.

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 skill that was live when the refund landed, for as long as you want.
• You stop getting future versions of that skill 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 skill you purchased? Submit feedback through the channel on the skill 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 skill against a use case the author never claimed. The skill'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 skills you've purchased — convenient, but not a vault. Download every skill 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: skill 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 skill, 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 skill 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 skill isn't the practice of law and doesn't make you anyone's lawyer.
• The skill 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. Furthermore, this marketplace is intended to serve business professionals not legal professionals. The same logic applies to other professional licensures, but it's your job to confirm that your specific credential permits accepting royalty income from this platform. 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 skills and any current or prospective buyer firm is also an attest client of yours or your firm, you are responsible for assessing whether accepting royalty 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.

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

Author indemnification

If a third-party claim comes at us because of something in your skill, 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 skill 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 skill's substance, regardless of how a buyer uses it.
• Anything you misrepresented in your seller affirmations, author bio, skill 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 moderation review missed it.

This obligation continues after your skill 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.

Counsel Commons™'s total liability to any buyer arising out of any skill purchase is limited to the price the buyer paid for that skill — regardless of theory of liability (contract, tort, statute, or otherwise). No indirect, incidental, consequential, special, or punitive damages. No lost profits, lost data, business interruption, malpractice exposure, or third-party harm. To the maximum extent permitted by applicable law.

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

Buyer indemnification

If a third-party claim comes at us because of how you used a skill 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 skill — or any output you generated with it — in your firm's work or any matter you handle.
• Redistributing, reselling, republishing, or sharing a skill 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 skill or its outputs.
• Any other breach of these Terms by you.

When you run a skill, it is through whichever LLM you choose to run it through. We do not provide any platforms through which you can run a skill. 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.