# Target Revenue Source License

**Version 1.0, Candidate 1 (V1C1)**

---

> **PRELIMINARY CANDIDATE — SUBJECT TO CHANGE — NOT FINAL**
>
> This repository is governed by the Target Revenue Source License
> (TRSL), Version 1, Candidate 1. This is the framework's first working
> candidate, adopted as the org's preliminary operating license across
> all repos (maintainer decision, 2026-07-29) during the build/alpha
> stage — see `SCOPE.md` §1 and Appendix A of the canonical text (link
> below) for the alpha/beta risk-acceptance decision this reflects and
> what it does and does not mean. Full specialist legal review is
> explicitly deferred until the framework moves out of beta.
>
> **Canonical source, full candidate-status banner, and Appendix A
> (non-normative candidate notes tracking every open item):** the
> `coulomb` org's `target-revenue` repository,
> `specs/TargetRevenueSourceLicense-V1C1.md` — this file is the operative
> legal text (Preamble through Section 11) only; the canonical document
> is authoritative if this copy and that document ever diverge.

---

## Preamble

This Target Revenue Source License ("**License**") governs the Software identified in the applicable Phase Manifest. It implements the Target Revenue Framework: a defined development Phase accumulates Development Credit and Remission Credit against an immutable Initial Target until the Milestone Release automatically and irrevocably converts to a declared permissive Future License.

Commercial beneficiaries fund the creation and early availability of a software improvement; once the declared target is satisfied, the governed release becomes permissively open source.

## 1. Definitions

Capitalized terms used in this License have the meanings given below. Where a term is also defined in the Phase Manifest or Target Ledger for a specific Phase, the Phase Manifest and Target Ledger govern the *values* (amounts, dates, identifiers) and this License governs the *legal effect* of those values — the two must not be read as conflicting definitions of the same concept.

**"Commercial Entitlement"** means a right, purchased or otherwise granted under a Commercial Use Agreement, to make Commercial Use of the Software during a Phase.

**"Commercial Use"** means billing, invoicing, or otherwise charging any customer a fee, subscription, license fee, or other consideration for or in connection with use of the Software, at any time before the Conversion Event for the applicable Phase, regardless of whether the person or organization billed would otherwise qualify for Noncommercial Use. Commercial Use occurs by virtue of such billing alone, whether or not the resulting payment is registered with the Trust Service; in particular, billing a customer for pre-conversion use of the Software without recording the corresponding payment in the applicable Phase's Target Ledger is Commercial Use without a valid Commercial Entitlement — a violation of Section 3, addressed under Section 7 and, where applicable, the Enforcement Network described in the canonical repository's `specs/EnforcementNetworkConcept.md`.

**"Commercial Use Agreement"** means the separate agreement, referenced by the applicable Phase Manifest, under which a Commercial Entitlement is purchased or granted. This License does not itself set pricing, metering, or payment terms — those are governed by the Commercial Use Agreement.

**"Conversion Event"** means the moment the Outstanding Target for a Phase reaches zero, as computed from the Phase Manifest and Target Ledger per the Target Ledger Specification. The Conversion Event occurs automatically and is not conditioned on any declaration, attestation, or other act by the Licensor or any Trust Service.

**"Development Credit"** means the portion of a collected and settled payment explicitly allocated toward satisfying the Initial Target of a specific Phase, as recorded in that Phase's Target Ledger.

**"Future License"** means the permissive license identified in the applicable Phase Manifest, being either the MIT License or the Apache License, Version 2.0, which applies to the Milestone Release upon the Conversion Event.

**"Initial Target"** means the immutable monetary target declared for a Phase in its Phase Manifest.

**"Licensor"** means **Binky Hedgehog GmbH**, the party that publishes the Phase Manifest and holds the rights necessary to grant this License and the Future License for the Milestone Release.

**"Milestone Release"** means the precisely identified software release designated in the applicable Phase Manifest, identified by an immutable source revision, release artifact, or cryptographic digest.

**"Noncommercial Use"** means use of the Software for personal purposes, private study, hobby or amateur projects; use by any charitable organization, educational institution, public research organization, or government institution acting in a non-revenue-generating capacity; or other use of a materially similar character.

**"Outstanding Target"** means, at any time, `max(0, Initial Target − cumulative Development Credit − cumulative Remission Credit)` for a Phase, as computed from that Phase's Target Ledger.

**"Phase"** means a bounded development undertaking governed by one Initial Target, one Milestone Release, one degeneration policy, and one Future License declaration, as declared in a Phase Manifest.

**"Phase Manifest"** means the published, immutable declaration identifying a Phase, its Milestone Release, Initial Target, Future License, degeneration policy, and Target Ledger location, as specified in the Phase Manifest Specification.

**"Remission Credit"** means a transparent, non-revenue reduction of a Phase's Outstanding Target, generated under that Phase's published degeneration policy and recorded in the Target Ledger.

**"Settled Payment"** means a payment that has cleared through its payment processor and is no longer subject to reversal in the ordinary course (chargeback, dispute, or equivalent), as further specified by the applicable Commercial Use Agreement or monetization extension.

**"Software"** means the source code, object code, and associated documentation of the Milestone Release identified in the applicable Phase Manifest.

**"Target Ledger"** means the append-only record of Development Credit, Remission Credit, and correction entries for a Phase, as specified in the Target Ledger Specification.

**"You"** or **"Licensee"** means the individual or entity exercising rights under this License.

## 2. Grant of Rights for Noncommercial Use

Subject to the terms of this License, the Licensor grants You a worldwide, royalty-free, non-exclusive license, during the applicable Phase, to:

(a) use, reproduce, and study the Software for any Noncommercial Use;

(b) modify the Software and create derivative works of it for any Noncommercial Use; and

(c) redistribute the Software and Your modifications, in source or object form, for any Noncommercial Use, provided that You include this License, unmodified, with any such redistribution, and that You do not remove or alter any copyright, patent, trademark, or attribution notices contained in the Software.

This grant does not extend to Commercial Use. Commercial Use requires a Commercial Entitlement under Section 3.

## 3. Commercial Use

You may not make Commercial Use of the Software during the applicable Phase unless You hold a valid, current Commercial Entitlement under a Commercial Use Agreement with the Licensor covering the applicable Phase. A Commercial Entitlement granted under one Phase's Commercial Use Agreement does not extend to a later Phase's Milestone Release unless the Commercial Use Agreement expressly says so.

This Section 3 states the existence and boundary of the commercial-use restriction. It does not itself set pricing, invoicing, metering, audit rights, or payment terms — those are governed exclusively by the applicable Commercial Use Agreement.

## 4. Patent License

Subject to the terms of this License, each contributor to the Software grants You, during the applicable Phase and solely to the extent of rights granted under Sections 2 and 3, a perpetual (subject to the termination below), worldwide, non-exclusive, no-charge, royalty-free patent license to make, have made, use, offer to sell, sell, import, and otherwise transfer the Software, limited to those patent claims licensable by that contributor that are necessarily infringed by their contribution(s) alone or by combination of their contribution(s) with the Software.

If You institute patent litigation against any entity (including a cross-claim or counterclaim in a lawsuit) alleging that the Software or a contribution incorporated within it constitutes direct or contributory patent infringement, then any patent licenses granted to You under this Section 4 for the Software shall terminate as of the date such litigation is filed.

## 5. Automatic Conversion to the Future License

**5.1 Automatic effect.** Upon the Conversion Event for a Phase, the rights and restrictions in Sections 3 (Commercial Use) of this License, as they apply to that Phase's Milestone Release, terminate automatically. In their place, the Milestone Release is licensed under the Future License identified in that Phase's Phase Manifest, effective as of the Conversion Event, without any further act, declaration, or attestation required by the Licensor, any Trust Service, or any other party.

**5.2 Irrevocability.** Once a valid Conversion Event has occurred for a Phase, no subsequent refund, chargeback, accounting correction, dispute, or termination of this License for an unrelated breach shall revoke, suspend, or otherwise impair the Future License grant for that Phase's Milestone Release. Any shortfall or dispute arising after a Conversion Event is a commercial or accounting matter between the relevant parties and does not reinstate a commercial-use restriction over already-converted Software.

**5.3 Prior freedom preserved.** A later Phase covering subsequent improvements to the Software does not restrict, withdraw, or otherwise affect the rights granted under the Future License for an earlier Phase's already-converted Milestone Release.

**5.4 Evidence, not cause.** A Trust Service may publish a Conversion Attestation documenting a Conversion Event. Such an attestation is evidence that the Conversion Event occurred; it is not a condition of, and its absence or delay does not postpone, the automatic effect described in Section 5.1. Any person may independently verify whether a Conversion Event has occurred directly from the Phase Manifest and Target Ledger.

## 6. Successive Phases

The Licensor may declare a new Phase covering subsequent improvements to the Software following a Milestone Release's Conversion Event. Each Phase is independently governed by its own Phase Manifest, Initial Target, degeneration policy, and Target Ledger. Nothing in a later Phase's Phase Manifest may be construed to reduce or withdraw rights already granted under Section 5 for an earlier Phase's Milestone Release.

## 7. Term and Termination

**7.1 Term.** This License applies to the Software for the duration of the applicable Phase, and, for the Milestone Release, indefinitely following that Phase's Conversion Event under the Future License.

**7.2 Termination for breach.** If You breach Section 3 (Commercial Use) or Section 2(c) (redistribution notice requirement), the Licensor may terminate this License as to You. Before such termination becomes effective, the Licensor shall provide You written notice of the breach; if You cure the breach within thirty (30) days of that notice, this License continues in effect. A second breach of the same provision within twelve (12) months may be terminated immediately without a further cure opportunity.

**7.3 Effect of termination.** Termination under this Section 7 affects only Your rights under Sections 2 and 3 for the Phase in which the breach occurred. It does not affect any rights already vested under Section 5 (Automatic Conversion) for a Milestone Release whose Conversion Event has already occurred, per Section 5.2.

**7.4 Public record of breach and resolution.** The Licensor shall cause the Trust Service to publish, as part of the public record for the affected Phase, notice of: (a) any breach notice issued under Section 7.2, stating the general nature of the breach and the date of notice; (b) whether the breach was cured within the applicable cure period, and the date of cure; and (c) any termination determination made under this Section 7, including its effective date and scope. This public record exists to give the ecosystem a transparent, verifiable conformity signal for the Phase, distinct from and in addition to the Development Credit and Remission Credit facts already published under Section 5.4 and the Target Ledger Specification.

A breach that You dispute, and that has not been finally determined, shall be recorded as **alleged**; it shall be recorded as **determined** only once the cure period has run without cure, or the dispute has been resolved against You under the applicable Commercial Use Agreement's dispute process, if any. The Trust Service shall update the record promptly upon resolution in either direction. Recording an alleged or determined breach under this Section 7.4 is a ministerial act of publishing the Licensor's determination (or a dispute process's outcome); it does not give the Trust Service discretionary authority to decide whether a breach occurred, consistent with Section 5.4's evidence-not-cause principle.

Whether, and under what conditions, the public record identifies a Commercial Entitlement holder by name is governed exclusively by the applicable Commercial Use Agreement, which the Licensor and that Commercial Entitlement holder negotiate and agree to directly. This License does not itself set a naming default. Where no Commercial Use Agreement addresses the question, or where the affected party has no Commercial Use Agreement at all (for example, a Section 2(c) breach by a Noncommercial Use licensee), the public record states the Phase and breach category only, without naming the party.

## 8. Disclaimer of Warranty

THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. THE LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE OR THAT ANY PHASE WILL REACH ITS CONVERSION EVENT.

## 9. Limitation of Liability

IN NO EVENT SHALL THE LICENSOR OR ANY CONTRIBUTOR BE LIABLE FOR ANY CLAIM, DAMAGES, OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT, OR OTHERWISE, ARISING FROM, OUT OF, OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE, EXCEPT TO THE EXTENT SUCH LIMITATION IS PROHIBITED BY APPLICABLE LAW.

## 10. Trademarks

This License does not grant permission to use the trade names, trademarks, service marks, or product names of the Licensor, except as required for reasonable and customary attribution.

## 11. General Provisions

**11.1 Governing law and venue.** Adopted for alpha/beta 2026-07-29: disputes arising under this License shall be resolved by binding arbitration, seated at a neutral, arbitration-mature venue (Singapore or London are the two candidates concretely supported by current research), rather than by litigation in a national court. The specific arbitral institution and substantive governing law remain a per-deployment blank pending final selection; they are not fixed by this candidate. See the canonical repository's `history/260729-TRSL-Jurisdiction-Synthesis.md` §2.

**11.2 Severability.** If any provision of this License is held unenforceable, the remaining provisions remain in full force, and the unenforceable provision shall be reformed to the minimum extent necessary to make it enforceable.

**11.3 No waiver.** Failure to enforce any provision of this License is not a waiver of future enforcement of that or any other provision.

**11.4 Entire agreement (as to licensing).** This License, together with the applicable Phase Manifest and, where applicable, the Commercial Use Agreement, constitutes the entire agreement between You and the Licensor regarding the Software's licensing terms. Operations, service, and consulting arrangements are governed by separate agreements, if any, and are not part of this License.

**11.5 Definitions control.** Marketing materials, documentation, or other non-normative communications about the Software must not describe pre-Conversion-Event Software as "Open Source," "free software," or "open core." Pre-conversion Noncommercial Use is **source-available**; pre-conversion Commercial Use requires a **Commercial Entitlement**; only post-conversion Software may be described as Open Source, under the Future License.

---

**No Phase is currently declared for this repository under this License.** Until a Phase Manifest is published and registered with the Trust Service for a Milestone Release in this repository, Sections 2–7 above have no operative subject matter here — this License establishes the governing framework in advance of that declaration, consistent with the org-wide rollout decision recorded in `target-revenue`'s `workplans/TREV-WP-0008-governance-and-pilot-rollout.md`.
