target-revenue/specs/TargetRevenueSourceLicense-V1C1.md

Target Revenue Source License

Version 1.0, Candidate 1 (V1C1)

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PRELIMINARY CANDIDATE — SUBJECT TO CHANGE — NOT FINAL — DO NOT USE FOR PRODUCTION SOFTWARE OR REAL COMMERCIAL TRANSACTIONS

This is the first working candidate of the Target Revenue Source License, written as operative license text rather than a research outline. It is offered so that the license can be read, tested against real scenarios, and reviewed as a whole — not as a final, legally binding, or production-ready document.

Before any candidate of this license can become the official Version 1.0 release:

1. it must pass specialist legal review in every jurisdiction where it will be used (see history/260729-TRSL-Jurisdiction-StandardTerms.md for known exposure, particularly German AGB/Transparenzgebot clarity requirements); not yet done — explicitly deferred until the framework moves out of beta (maintainer decision, 2026-07-29: legal/commercial exposure during build/alpha is limited and the License will be revised on stakeholder/customer feedback before this review is warranted; see history/260729-TRSL-Jurisdiction-Synthesis.md §3 for what this deferral does and does not mean);
2. every item listed in Appendix A — Candidate Notes below must be resolved or explicitly and knowingly accepted by the Licensor; partially done — item 1 (Commercial Use definition) resolved 2026-07-29, item 6 (governing law) has an alpha/beta working default adopted 2026-07-29, remaining items open;
3. a human maintainer must explicitly accept it, per workplans/TREV-WP-0001-license-prior-art-research.md T06 and CONTRIBUTING.md's human-decision-gate policy. Done — accepted by the maintainer (Bernd) on 2026-07-29, on the condition reflected in the Commercial Use definition refinement below.

Acceptance under condition 3 means this candidate is adequate briefing material for counsel and the reference text for further framework work — it does not mean conditions 1 or 2 are satisfied. It remains a drafting candidate, not a license anyone should rely on for a real Phase, until specialist legal review (condition 1) and full Appendix A resolution (condition 2) are also complete. Bracketed placeholders (e.g. [Licensor Legal Name]) must be filled in per deployment; they are normal template blanks, not indicators of incompleteness — the substantive incompleteness is tracked separately in Appendix A.

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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 specs/EnforcementNetworkConcept.md. [Candidate note: adopted 2026-07-29 per maintainer review ("minimal objective refinement"), replacing the prior circular "use other than Noncommercial Use" definition with an objective, billing-based trigger. The reviewer's "Target Revenue Trust Registry" corresponds to the Trust Service's Target Ledger (specs/TargetLedgerSpecification.md); the established term is used here for consistency. A residual edge case this refinement narrows but does not fully resolve — whether consumer-protection law in a given jurisdiction overrides this classification for an individual/sole-proprietor customer (working default Q2, specs/OpenQuestions-WorkingDefaults.md) — remains tracked in Appendix A item 1.]

"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 [Licensor Legal Name], 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. [Candidate note: modeled on PolyForm Noncommercial 1.0.0's use-case taxonomy per history/260729-TRSL-PriorArt-Survey.md §3.3; exact scope flagged in Appendix A.]

"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. [Candidate note: exact settlement mechanics flagged in Appendix A as the highest-priority definition needing objective refinement.]

"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.

[Candidate note: modeled on Apache License 2.0 §3, adapted to this License's Phase structure, per history/260729-TRSL-FutureLicense-PatentPrecedent.md §4. Flagged in Appendix A pending legal review.]

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. [Candidate note: routing the naming policy through the bilaterally-negotiated Commercial Use Agreement, rather than setting a License-wide default, was a deliberate 2026-07-29 revision — see Appendix A item 10. It moves the mechanism's legal exposure (defamation, data-protection, confidentiality) into a contract where informed consent can actually be obtained from the affected party, instead of a unilateral term in a public license that also binds parties who never negotiated anything.]

[Candidate note: cure-period length and structure modeled on the norm observed across BSL 1.1, FSL, and Elastic License 2.0 in history/260729-TRSL-PriorArt-Survey.md §2; whether a cured violation should also generate a Target Ledger entry is flagged [OPEN] in Appendix A.]

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. This choice is made specifically to inherit the New York Convention's ~172-state enforceability reach, including in jurisdictions researched here that lack a workable foreign-judgment regime (see Appendix A item 6). The specific arbitral institution and substantive governing law remain a per-deployment blank pending the Licensor entity's own jurisdiction; they are not fixed by this candidate. See 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.

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Appendix A — Candidate Notes (Non-Normative)

This appendix is not part of the operative license text. It tracks what must be resolved before this candidate can become official Version 1.0, and links each item to its research basis. Removing this appendix without resolving its items would not make the license more final — it would just make the gaps invisible.

#	Section	Item	Status	Research basis
1	§1, §3	Objective definition of "Commercial Use"	[RESOLVED 2026-07-29 — core definition]; narrower residual item remains [LEGAL, OPEN]	Maintainer adopted a billing-based objective trigger (billing a customer for pre-conversion Software use, regardless of registration) — this substantially resolves the affiliate/contractor/mixed-purpose/public-sector ambiguity, since the trigger no longer depends on classifying the customer, only on whether they are billed. Still open: whether consumer-protection law overrides this classification for an individual/sole-proprietor customer in a given jurisdiction — see specs/OpenQuestions-WorkingDefaults.md Q2 and history/260729-TRSL-Jurisdiction-StandardTerms.md §4 item 2.
2	§1	Exact mechanics of "Settled Payment" (processor clearance, chargeback window, business-day count)	[LEGAL, OPEN] — highest priority	history/260729-TRSL-Jurisdiction-StandardTerms.md §4 item 1
3	§1, §2	Exact scope of "Noncommercial Use"	[LEGAL]	history/260729-TRSL-PriorArt-Survey.md §3.3
4	§4	Patent license clause text, review against local patent law	[LEGAL]	history/260729-TRSL-FutureLicense-PatentPrecedent.md §4
5	§7	Whether a cured breach should generate a compensating Target Ledger entry	[OPEN]	—
6	§11.1	Governing law and venue selection	[ADOPTED FOR ALPHA/BETA 2026-07-29] — arbitration at a neutral seat; institution/substantive law still [LEGAL, OPEN]	workplans/TREV-WP-0004-global-jurisdiction-research.md finished (T01–T10). T09 revises the China finding: China has enforced the New York Convention since 1986 (arbitral awards travel via a ~172-state regime) but ratified no foreign-judgment convention — arbitration, not the litigation-focused China rider T06 first recommended, is the more promising path for Chinese enforceability, and this generalizes globally. T10 synthesis adopts arbitration (Singapore or London seat candidates) as the alpha/beta default per §11.1 above; this is a bounded operating decision for pilot-stage Phases, not a substitute for full specialist review before the license is finalized. See history/260729-TRSL-Jurisdiction-Synthesis.md §2.
7	(all)	Full review under German AGB law (Transparenzgebot) and, where applicable, EU consumer-protection law	[LEGAL]	history/260729-TRSL-Jurisdiction-StandardTerms.md §1–§2
8	(all)	Contributor rights sufficient to grant this License and the Future License (CLA)	[LEGAL], separate deliverable	history/260729-TRSL-ContributorRights-Research.md §4
9	(all)	Full specialist legal review in every jurisdiction of intended use	[LEGAL]	specs/TargetRevenueLicenseConcept.md §21.5
10	§7.4	Commercial Use Agreement template must include a naming/disclosure clause governing whether a breach record identifies the Commercial Entitlement holder, with appropriate consent, confidentiality-carve-out, and data-protection handling — this License defers the policy but does not itself draft it.	[LEGAL], separate deliverable	This document §7.4; no Commercial Use Agreement template yet exists in this repository

On item 10: §7.4 intentionally does not set a naming default in the License itself — naming policy is routed to the Commercial Use Agreement, a bilaterally negotiated contract where the affected party can give informed consent (or negotiate confidentiality) rather than being bound by a unilateral public-license term. This meaningfully reduces the License text's own legal exposure, but it does not eliminate the underlying question: a Commercial Use Agreement template still needs a clause addressing (a) whether Commercial Use Agreements may lawfully make named disclosure a condition of the Commercial Entitlement; (b) whether a "determined" breach (cure period lapsed, or dispute resolved) provides sufficient factual basis to avoid defamation exposure across the jurisdictions in scope; (c) data-protection obligations (e.g., GDPR) where the Commercial Entitlement holder is an individual. Recommend a dedicated TargetRevenueCommercialUseAgreement-V1C1.md deliverable, analogous to the CLA research recommendation in history/260729-TRSL-ContributorRights-Research.md §6, when a Commercial Use Agreement template becomes an active near-term need.

Promotion path: per SCOPE.md §4 and workplans/TREV-WP-0001-license-prior-art-research.md T06, this candidate required explicit human acceptance before being treated as adequate briefing material for counsel — received 2026-07-29 — and still requires specialist legal sign-off on every remaining item above before any candidate may be published as official Version 1.0.