Terms of Service

Article 1 (Scope and Agreement)

These Terms of Service ("Terms") govern your access to and use of all services provided by Lovai (the "Service"), including our website, applications, APIs, the marketplace for GitHub repository subscriptions, MCP access, and any related features. By accessing or using the Service, you agree to be bound by these Terms, our Privacy Policy, Community Guidelines, and AI Content Policy. If you do not agree to these Terms, you may not use the Service.

Article 2 (Definitions)

The terms used in these Terms are defined as follows.

1. "Repository Content" means the approved snapshot, source code, specifications, design documents, prompts, and accompanying documentation made available through the Service.
2. "Listing" means a repository subscription page posted by a Provider on the marketplace, together with its metadata (title, description, preview, license type, monthly price).
3. "Provider" means a user who offers one or more repository subscriptions on the Service.
4. "Subscriber" means a user who subscribes to a Listing from a Provider via the Service.
5. "License" means the usage terms a Provider attaches to a Listing. Lovai supports four license types: personal, commercial, free_for_all, and custom (where the Provider specifies additional terms in the Listing).
6. "Platform Fee" means the 15% commission Lovai deducts from subscription revenue at the time of allocation or payout.
7. "Stripe Connect" means the payment processing service operated by Stripe, Inc. under which Subscriber payments are collected and settled to the Provider's connected Stripe account.
8. "AI Training" means the use of content to develop, train, or improve artificial intelligence or machine learning models.

Article 3 (Account Registration)

1. To use the Service, you must register an account by the method specified by the Service and agree to these Terms.
2. You must provide accurate and up-to-date information when registering.
3. You must promptly update your information if there are any changes.
4. The Service may refuse registration in the following cases:
   • If false information is provided
   • If the user previously violated these Terms
   • Any other case deemed inappropriate by the Service

Article 4 (Account Management)

1. Users are responsible for managing their account information at their own risk.
2. Users are responsible for any damages caused by insufficient management, misuse, or use by third parties.
3. If you discover unauthorized use of your account, you must promptly notify the Service.

Article 5 (Service Definition and Marketplace Role)

1. Lovai operates a marketplace that connects Providers of GitHub repository subscriptions with Subscribers. Lovai itself does not produce, own, or warrant the Repository Content listed on the Service.
2. The subscription contract for each Listing is concluded directly between the Provider and the Subscriber. Lovai is not a party to that contract; Lovai's role is limited to providing the marketplace infrastructure, discovery, MCP access infrastructure, and payment orchestration via Stripe Connect.
3. Lovai provides no warranty as to the quality, accuracy, fitness for a particular purpose, merchantability, legality, or non-infringement of any Repository Content listed by Providers. Subscribers are expected to evaluate each Listing on its own merits before subscribing.

Article 6 (Provider Obligations)

1. Intellectual Property Ownership: By publishing a Listing, the Provider represents and warrants that the Provider either (a) owns all intellectual property rights in the Repository Content, or (b) has the lawful right to license the Repository Content under the License selected. Publishing Repository Content that infringes the rights of third parties is strictly prohibited.
2. License Disclosure: Providers must clearly specify the License type (personal / commercial / free_for_all / custom) on each Listing. Where the License is custom, the Provider must state the applicable terms in the Listing description. Subscribers access the Repository Content subject to that License.
3. Secrets and Credentials Removal: Providers are solely responsible for removing all secrets, credentials, API keys, access tokens, personal data, and any other confidential information from Repository Content (including repository files, dependencies, and history) before making it available. Lovai applies automated screening as an additional safeguard, but the primary duty rests with the Provider. Leakage resulting from a Provider's failure to remove such information is the Provider's responsibility.
4. Accurate Description: Providers must provide an accurate description of the Repository Content's scope, limitations, dependencies, and state (working prototype, proof-of-concept, production-grade, etc.).
5. Stripe Connect Onboarding: To receive payouts, Providers must complete Stripe Connect Express onboarding and comply with all Stripe terms.

Article 7 (Subscriber Obligations)

1. License Compliance: Subscribers may use Repository Content only within the scope of the License attached to the Listing at the time subscription access begins. Use outside that scope requires separate written permission from the Provider.
2. Redistribution and Sublicensing: Any redistribution, sublicensing, or publishing of Repository Content to third parties is permitted only to the extent expressly allowed by the License (for example, free_for_all may permit redistribution; personal does not). When permitted, the Subscriber must comply with all conditions stated in the License.
3. No Reverse Engineering of the Service: Subscribers must not use the Service to scrape, bulk-download, or reconstruct Listings in a manner that circumvents the License or Platform Fee.
4. Non-transferability of Subscription Access: Subscription access is tied to the Subscriber's Lovai account and may not be transferred separately from it.

Article 8 (Platform Fee)

1. Lovai charges a Platform Fee equal to 15% of subscription revenue. This fee is automatically deducted at the time of allocation or payout via Stripe Connect; the remaining amount (less Stripe's own payment processing fees) is allocated to the Provider's Stripe account.
2. Stripe's payment processing fees (approximately 3.6% depending on card brand and region) are additionally borne by the Provider in accordance with Stripe's policies.
3. The Platform Fee rate may be changed with reasonable advance notice posted on the Service.

Article 9 (Refund Policy)

1. Principle: No Refunds. Due to the nature of digital subscriptions (immediate access and non-returnability), subscriptions on Lovai are, in principle, non-refundable once the Subscriber has obtained access to the Repository Content.
2. Exception: Materially Defective Listings. If MCP access is wholly unavailable, or the Repository Content materially differs from the description on the Listing, a Subscriber may, within 48 hours of subscription start, contact the Provider and request a refund. The Provider and Subscriber shall discuss the matter in good faith.
3. Lovai's Role: Lovai may, at its sole discretion, facilitate communication between Provider and Subscriber regarding refund requests, but Lovai itself does not adjudicate refund requests and the final decision rests with the Provider. Lovai may, however, reverse a payout or withhold funds where required by law, by Stripe's policies, or where fraud is suspected.
4. Statutory Rights: Nothing in this Article limits statutory consumer rights that apply under mandatory local law, including the withdrawal right described in Article 21.

Article 10 (Dispute Resolution Between Provider and Subscriber)

1. Between the Parties: Any dispute between a Provider and a Subscriber regarding a Listing, subscription, refund, license scope, or Repository Content quality is, in principle, to be resolved directly between the Provider and the Subscriber. Lovai does not arbitrate or adjudicate such disputes.
2. No Mediation Duty: Lovai has no obligation to mediate, investigate, or take sides in Provider–Subscriber disputes. Lovai may, as a courtesy and at its sole discretion, provide information (such as transaction records) to assist the parties.
3. Payment Reversal: Notwithstanding the foregoing, Lovai may reverse a payment, withhold a payout, or suspend a Listing where required by law, by Stripe's policies, or where there is reasonable evidence of fraud, infringement, or serious violation of these Terms.

Article 11 (Payments via Stripe Connect)

1. All payments between Subscribers and Providers are processed by Stripe, Inc. ("Stripe") through Stripe Connect Express. By using the Service, Providers and Subscribers also agree to the applicable Stripe terms (including the Stripe Services Agreement and Stripe Connected Account Agreement).
2. Subscription revenue (less the Platform Fee and Stripe's payment processing fee) is allocated to the Provider's connected Stripe account. Lovai does not hold customer funds beyond what is incidental to payment orchestration.
3. Responsibility for the payment process — including authorization, settlement, dispute handling (chargebacks), and payout scheduling — rests with Stripe under its agreements with the Provider and the Subscriber.
4. Lovai is not a payment institution and does not act as the money transmitter, escrow, or merchant of record for Listings.

Article 12 (Content License and AI Training)

1. License Grant (Service Operation Only): By posting a Listing, you grant Lovai a worldwide, non-exclusive, royalty-free license to host, store, display, transmit, and process the Listing solely to the extent necessary to operate, promote, and secure the Service (including caching, backup, search indexing, preview generation, and anti-abuse scanning).
2. No AI Training on Paid Repository Content: Lovai does not use the substantive content of paid Repository Content (source code, specifications, design documents, repository contents, or MCP response bodies) for AI Training, and does not share such content with third parties for AI Training purposes.
3. Limited Use of Public Metadata: Publicly displayed metadata of a Listing — such as the title, short description, public preview, tags, and aggregated anonymized statistics — may be used to operate, improve, and describe the Service (for example, search ranking, recommendations, and public discovery). Providers may opt out of such metadata use for AI-model training by contacting support@lovai.app.
4. User-Generated Content Outside the Marketplace: For content posted outside of paid Listings (such as public posts, comments, and profile content), the license and AI Training rules described in our AI Content Policy apply.

Article 13 (Prohibited Conduct)

Users must not engage in the following conduct.

1. Violating laws or public order and morals
2. Conduct related to criminal acts
3. Interfering with operation of the Service
4. Causing nuisance or harm to other users
5. Publishing Repository Content that infringes intellectual property, privacy, publicity, or reputation rights of others
6. Publishing Repository Content that contains malware, backdoors, cryptojackers, ransomware, or other malicious code
7. Publishing Repository Content that contains illegal content (including child sexual abuse material, content inciting violence, or content violating export control laws)
8. Publishing Repository Content from which the Provider failed to remove third-party secrets, credentials, or personal data
9. Posting false information in Listings, including false claims about ownership, authorship, or functionality
10. Spam, phishing, or fraudulent listings
11. Charging for, lending, or transferring Lovai accounts
12. Technical attacks such as unauthorized access, cracking, or automated scraping of Listings
13. Unauthorized reproduction or redistribution of subscribed Repository Content outside the License scope
14. Any other conduct deemed inappropriate by the Service

Article 14 (Suspension or Changes to the Service)

1. The Service may suspend all or part of the Service in the following cases:
   • System maintenance
   • Force majeure such as natural disasters or accidents
   • Any other case deemed necessary by the Service
2. The Service may change its contents without prior notice to users. Lovai will, to the extent reasonable, notify affected Providers and Subscribers of changes that materially affect active Listings or subscriptions.

Article 15 (Warnings, Suspension, and Termination)

1. If a user violates these Terms, the Service may, depending on the severity of the violation, issue a warning, remove individual Listings, suspend the account temporarily, or terminate the account. Lovai may act without prior notice where the violation is serious (for example, infringement claims, fraud, or malware).
2. The Service may retain account and transaction data for a certain period after account deletion as required for legal compliance, tax reporting, and dispute resolution.

Article 16 (Disclaimer and Limitation of Liability)

1. The Service is provided "AS IS" and "AS AVAILABLE" without warranties of any kind, either express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
2. Lovai does not guarantee the quality, accuracy, completeness, fitness for a particular purpose, legality, or non-infringement of any Repository Content listed by a Provider.
3. Lovai is not responsible for any intellectual property infringement committed by a Provider, any leakage of secrets caused by a Provider's failure to remove them, or any disputes between Providers and Subscribers.
4. Lovai is not liable for damages caused by interruption, suspension, or termination of the Service, or by Stripe's payment processing.
5. Liability Cap: TO THE MAXIMUM EXTENT PERMITTED BY LAW, LOVAI'S TOTAL LIABILITY FOR ANY CLAIMS UNDER THESE TERMS SHALL NOT EXCEED THE GREATER OF: (A) $100 USD; OR (B) THE AMOUNT OF PLATFORM FEES YOU PAID TO LOVAI IN THE PAST 12 MONTHS.
6. Exclusion: IN NO EVENT SHALL LOVAI BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Article 17 (Intellectual Property Rights)

1. Intellectual property rights in the Service website, logos, and designs belong to the Service.
2. Intellectual property rights in Repository Content belong to the Provider (or the underlying rights holders the Provider represents). Through subscription access, the Subscriber receives the usage rights set by the attached License; no further transfer of ownership occurs unless the Provider expressly grants it.
3. Reporting Copyright Infringement (DMCA): If you believe content on the Service infringes your copyright, please submit a notice via our DMCA Copyright Infringement Notice page. Lovai complies with the US Digital Millennium Copyright Act (17 U.S.C. §512) and Japan's Copyright Act, and enforces a repeat infringer policy.

Article 18 (Changes to the Terms)

1. The Service may change these Terms when deemed necessary.
2. Important changes will be announced on the Service in advance.
3. Continued use of the Service after changes constitutes agreement to the updated Terms.

Article 19 (Disputes Between a User and Lovai; Arbitration)

This Article governs disputes between a user and Lovai. Disputes between Providers and Subscribers are governed by Article 10.

1. Informal Resolution: Before filing any formal dispute, you agree to contact us at support@lovai.app and attempt to resolve the dispute informally for at least 30 days.
2. Binding Arbitration: If informal resolution fails, any dispute between the user and Lovai shall be resolved through binding arbitration administered by the Japan Commercial Arbitration Association (JCAA) in accordance with its rules.
3. CLASS ACTION WAIVER: YOU AND LOVAI AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. This waiver applies solely to claims between the user and Lovai, and does not limit any claim the user may have directly against another Provider or Subscriber.
4. Exceptions: Either party may seek injunctive relief in any court of competent jurisdiction to protect intellectual property rights.

Article 20 (Governing Law)

1. These Terms are governed by the laws of Japan, without regard to conflict of law principles.
2. For users outside Japan, these Terms shall be governed by the laws of your country of residence to the extent required by mandatory local law.
3. The Tokyo District Court shall be the exclusive court of first instance for disputes that cannot be resolved through arbitration.

Article 21 (Regional Provisions)

For Users in the European Union, European Economic Area, UK, and Switzerland:

1. Nothing in these Terms affects your statutory rights under applicable consumer protection laws. Where these Terms conflict with mandatory local law, mandatory local law prevails.
2. The limitation of liability in Article 16 does not apply to damages caused by intentional misconduct or gross negligence.
3. The class action waiver in Article 19 does not prevent you from participating in collective redress actions available under EU law.
4. You have the right to withdraw from a digital-content subscription within 14 days, except where you have expressly consented to immediate access and acknowledged waiver of this right. The 48-hour refund window described in Article 9 is a platform-wide service in addition to (and does not limit) this statutory right.
5. For AI Training or metadata opt-out under GDPR Article 21, contact support@lovai.app.

For Users in Japan:

1. These Terms comply with the Act on Specified Commercial Transactions. See our Commercial Transaction Act Notice for details.
2. For consumer contract disputes, the Consumer Contract Act applies.

Article 22 (Contact)

For inquiries about these Terms, please contact us at the email address below. Business entity details are published on the Commercial Transaction Act Notice page.

End