The Institute for Applied Ontological Mathematics

IAOM Commercial License Addendum v1 — Full Text

Royalty, Arbitration, Blockchain & Artificial Intelligence Exclusions. This Addendum supplements and modifies the IAOM License Stack v1. In the event of conflict between this Addendum and any of the base licenses (e.g., CPGL, CSBL, CECL), this Addendum strictly governs.

1. Royalty on Commercial Use of Public-Tier Covered Software

1.1 Royalty Trigger. Any Licensee whose use of Covered Software directly or indirectly generates Gross Revenue in excess of one million United States dollars (USD $1,000,000) in aggregate lifetime Gross Revenue, measured per Product and measured cumulatively from the date of first Distribution, shall pay IAOM a royalty of five percent (5%) of Gross Revenue in excess of the first $1,000,000, OR twenty-five thousand United States dollars (USD $25,000) per calendar month, whichever is greater. Monthly amounts are indexed annually to the Consumer Price Index for All Urban Consumers (CPI-U, Series CUUR0000SA0) using calendar year 2025 as the base.

1.2 Gross Revenue Definition. "Gross Revenue" means all worldwide revenue attributable to any Product that incorporates, links to, depends on, compiles through, or produces artifacts derived from Covered Software, including direct sales, subscription fees, licensing fees, advertising revenue, in-product purchases, service fees, and any revenue share received from third-party distribution platforms. Gross Revenue is calculated before taxes, platform fees, and cost of goods sold. No deductions are permitted other than those expressly enumerated in this Addendum.

1.3 Royalty Reporting. Licensees who trigger the royalty obligation under Section 1.1 shall: (a) submit a Release Notification to IAOM within thirty (30) days of first commercial Distribution; (b) submit quarterly Royalty Reports within thirty (30) days of the close of each calendar quarter, with payment; (c) maintain books and records sufficient to verify Gross Revenue for seven (7) years; and (d) permit IAOM, on thirty (30) days' written notice and not more than twice per calendar year, to audit such records through an independent auditor. Audits finding under-reporting in excess of five percent (5%) shall be paid for by the Licensee.

1.4 Custom Enterprise Terms. Licensees may negotiate custom enterprise licensing terms in lieu of Section 1.1 royalty obligations. Custom enterprise terms must be documented in a signed written agreement executed by an authorized representative of IAOM. The IAOM Enterprise Commercial License (CECL) tier, including the IAOM-Certified trademark and attestation bundle, remains available and unaffected.

2. Blockchain Exclusion

2.1 Prohibited Use. Notwithstanding any other provision of the IAOM License Stack or this Addendum, no license is granted, under any tier, to use, incorporate, link to, compile into, deploy as, or otherwise integrate Covered Software with any Blockchain System without express prior written permission from IAOM.

2.2 Blockchain System Definition. "Blockchain System" means any distributed ledger technology, cryptocurrency network, smart contract platform, or decentralized computation network, including without limitation: public permissionless blockchains; permissioned or consortium blockchains; layer-two scaling networks, rollups, and state channels; any network whose consensus mechanism relies on cryptographic proofs; any smart contract execution environment; and any network, protocol, or service that issues, transfers, or settles tokenized assets or digital instruments representing economic value.

2.3 Clarifying Exclusions. The following do not constitute prohibited integration: (a) use to produce verified artifacts for academic study, formal-methods research, or offline analysis, provided not deployed to any live Blockchain System; (b) use to verify, audit, or analyze properties of existing Blockchain System implementations where Covered Software is not deployed to or executed by the Blockchain System; (c) use under an active CECL where blockchain rights have been expressly granted in writing.

3. Artificial Intelligence and Machine Learning Exclusion

3.1 Prohibited Training Use. Notwithstanding any other provision of the base licenses or this Addendum, no license is granted, under any tier, to use, ingest, scrape, or process Covered Software — including but not limited to source code, formal proofs, Lean theorem scripts, Boundary IR, and theorem-level provenance metadata — as training data, fine-tuning material, reinforcement learning inputs, or validation datasets for any artificial intelligence, machine learning model, large language model (LLM), or automated reasoning system without express prior written permission from IAOM.

3.2 Prohibition on Synthetic Data Generation. Licensees are strictly prohibited from utilizing Covered Software, or the logical outputs of Covered Software, to programmatically generate synthetic datasets intended for the purpose of training or optimizing artificial-intelligence models.

3.3 Enterprise AI Licensing. Entities wishing to utilize Covered Software for AI training or machine-learning purposes must negotiate a custom Enterprise Commercial License (CECL) that explicitly grants machine-learning ingestion rights.

4. Downstream Distribution and Strict Liability

4.1 Mandatory Notice Requirement. Any Licensee who distributes, shares, or otherwise makes Covered Software available to any third party — whether in source, object, or modified form — must include a prominent, unaltered copy of this Addendum, the applicable base license, and all original provenance metadata.

4.2 Strict Liability for Downstream Breach. If a Licensee provides Covered Software to a third party without fulfilling the mandatory notice requirements of Section 4.1, and that third party utilizes the Covered Software in a manner that violates this Addendum, the original distributing Licensee shall be held strictly liable for the breach as if they had committed the violating acts themselves.

4.3 Downstream Indemnification. The distributing Licensee agrees to defend, indemnify, and hold harmless IAOM from and against any claims, damages, legal actions, or enforcement costs arising from the Licensee's failure to provide proper licensing notice. This indemnification survives termination.

5. Dispute Resolution: Tiered Online International Arbitration

5.1 Governing Law. This Addendum and any Dispute arising out of or relating to it is governed by the laws of the State of Michigan, United States of America, excluding its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

5.2 Mandatory Pre-Arbitration Notice. Before commencing arbitration, the party asserting the Dispute ("Claimant") shall deliver written notice to the other party ("Respondent") identifying the Dispute with reasonable specificity and proposing a resolution. The parties shall negotiate in good faith for thirty (30) days following such notice.

5.3 Arbitration Forum Selection. All Disputes shall be resolved by final and binding arbitration conducted online or by hybrid remote proceeding before one of the following institutions, selected by the Claimant at filing: (i) JAMS — seated in London, UK or Oakland County, Michigan; (ii) the International Centre for Dispute Resolution (ICDR) — seated in New York, NY; or (iii) the ICC International Court of Arbitration — seated in Paris, France. All hearings shall be conducted by video conference unless both parties agree otherwise.

5.4 Arbitration Provisions. Disputes of USD $500,000 or less shall be heard by a single arbitrator; disputes exceeding that amount require a panel of three. All proceedings shall be in English. The existence, content, and outcome of the arbitration shall remain strictly confidential. The arbitrator(s) shall have no authority to consolidate claims or preside over class actions. The prevailing party shall be awarded its reasonable attorneys' fees and costs.

5.5 Exceptions. IAOM reserves the right to seek immediate injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights, trademarks, or trade secrets, including emergency relief to halt violations of Section 2 (Blockchain) or Section 3 (AI/ML).

6. Remedies for Violation

6.1 Material Breach. Violation of any of the following constitutes a material breach: (a) failure to pay royalties due within sixty (60) days; (b) under-reporting of Gross Revenue by more than ten percent (10%); (c) any blockchain integration in violation of Section 2; (d) any AI/ML use in violation of Section 3; (e) distribution without the mandatory notices of Section 4 resulting in unauthorized downstream use; (f) unauthorized use of the IAOM-Certified mark; (g) removal, modification, or concealment of any copyright notice, license notice, attribution, or provenance metadata; (h) reverse engineering, decompiling, or disassembling any Covered Software distributed solely in compiled or object form under CECL terms.

6.2 Immediate Termination. Upon material breach, all licenses granted to the breaching Licensee terminate immediately. The Licensee shall cease all use, destroy all copies of Covered Software, and certify destruction in writing within thirty (30) days.

6.4 Additional Remedies. Nothing limits IAOM's right to seek injunctive relief, disgorgement of profits, statutory damages, or criminal referral where willful infringement meets applicable thresholds under 17 U.S.C. § 506 or analogous foreign statutes.

7. Certificate-Based Commercial Strategy (Informational)

IAOM's commercial strategy utilizes a separable public code layer (extracted Rust artifacts, toolchains, reference implementations) and a proprietary proof layer (underlying Lean theorem source, proof scripts, private modules, and the formal verification apparatus used to produce the IAOM-Certified attestation bundle). The proprietary proof layer is not distributed publicly and is licensed only under CECL. The presence of publicly available Covered Software under this Addendum does not constitute a grant of the IAOM-Certified mark, the attestation bundle, or any rights with respect to the proprietary proof layer.

8. General Provisions

8.1 Entire Agreement & Amendment. This Addendum constitutes the entire agreement regarding its subject matter. IAOM may amend this Addendum by publishing an updated version at iaom.org/license. Amendments become effective thirty (30) days after publication and apply prospectively.

8.2 Severability & Waiver. If any provision is held invalid, it shall be modified to the minimum extent necessary to render it enforceable. No failure by IAOM to exercise any right operates as a waiver.

Enterprise Licensing & CECL Inquiries

Entities seeking any of the following must negotiate a custom IAOM Enterprise Commercial License (CECL) with the Foundation:

• Use of Covered Software for artificial-intelligence or machine-learning training, fine-tuning, reinforcement learning, validation, or synthetic-data generation;
• Integration of Covered Software with any Blockchain System, smart-contract platform, or tokenized-asset network;
• Right to display the "IAOM-Certified" trademark and receive the formal attestation bundle;
• Access to the proprietary proof layer (private Lean theorem source and verification apparatus);
• Custom royalty caps, fixed annual fees, equity consideration, or strategic partnership arrangements in lieu of the §1.1 royalty.

IAOM Commercial License Addendum v1 — published by The Institute for Applied Ontological Mathematics, hosted via the Apoth3osis portal under a Zero-Cost Master Sublicense and IP Hosting Agreement with Equation Capital LLC dba Apoth3osis Labs. All rights reserved.

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