# IAOM Commercial License Addendum v1 **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. Capitalized terms used but not defined herein have the meanings assigned in the base licenses. **Licensor:** The Institute for Applied Ontological Mathematics (hereinafter "IAOM" or the "Foundation"). **Contact:** IAOM@apoth3osis.io **Covered Software (Expansive Definition):** "Covered Software" is defined expansively and means **all** intellectual property, software, source code, object code, executables, libraries, packages, modules, plugins, intermediate representations, compiled artifacts, formal proofs, theorem scripts, mathematical models, algorithms, machine-checked verifications, derivative works, improvements, modifications, provenance metadata, technical documentation, specifications, schemas, configuration files, datasets, fixtures, training data, evaluation harnesses, white papers, research papers, preprints, articles, blog posts, social-media posts, presentations, slide decks, diagrams, illustrations, drawings, designs, audio recordings, video recordings, transcripts, software-as-a-service deployments, hosted endpoints, application programming interfaces, agent skills, agent tooling, agent runtimes, certificates, attestation bundles, trademarks, trade dress, and any other materials, research, content, or work product authored, owned, created, contributed, commissioned, hosted, distributed, or otherwise made available by or through Apoth3osis Labs (Equation Capital LLC dba Apoth3osis Labs), The Institute for Applied Ontological Mathematics (IAOM), the apoth3osis.io domain (and any subdomain thereof), iaom.org (and any subdomain thereof), or any related repository, portal, distribution channel, or marketplace listing. This definition includes, without limitation, the Boundary language, Boundary IR, HeytingLean stack, LeanCP-extracted Rust artifacts, AgentHALO, AgentPMT, the apoth3osis marketplace, the proof explorer, the lean blueprint, the pipeline-proofs corpus, the paper-proof-code archive, the research and challenge programs, and all derivative or successor works thereof. **The expansive definition is intentional and is to be construed broadly in favor of the Foundation.** Where any provision of this Addendum or any base license refers to "Covered Software," that reference incorporates this expansive definition. ## 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 of any Product that depends on Covered Software, using the form provided at iaom.org/release; (b) Submit quarterly Royalty Reports within thirty (30) days of the close of each calendar quarter, accompanied by payment of all royalties due for that quarter; (c) Maintain accurate books and records sufficient to verify Gross Revenue for a period of seven (7) years from the close of each reporting quarter; (d) Permit IAOM, upon thirty (30) days' written notice and not more than twice per calendar year, to audit such books and records through an independent auditor bound by reasonable confidentiality obligations. Audits finding under-reporting in excess of five percent (5%) shall be paid for by the Licensee; all other audits shall be paid for by IAOM. ### 1.4 Custom Enterprise Terms Licensees may negotiate custom enterprise licensing terms in lieu of Section 1.1 royalty obligations, including but not limited to lower royalty rates, capped royalties, fixed annual fees, equity consideration, or strategic partnership arrangements. 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 is unaffected by this Section. ## 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. This exclusion applies regardless of whether the Licensee would otherwise qualify for free use under the public or small-business tiers. ### 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 from the Prohibition The following uses do not constitute prohibited Blockchain System integration under Section 2.1: (a) Use of Covered Software to produce verified artifacts for academic study, formal methods research, or offline analysis, provided such artifacts are not deployed to any live Blockchain System; (b) Use of Covered Software to verify, audit, or analyze properties of existing Blockchain System implementations where Covered Software is not itself deployed to or executed by the Blockchain System; (c) Use of Covered Software under an active CECL (Enterprise Commercial License) where blockchain-integration 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 (including but not limited to the Royalty, Blockchain, or Artificial Intelligence Exclusions), 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 brought by or against the unknowing third party arising from the Licensee's failure to provide proper licensing notice. This indemnification survives the termination of the license. ## 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. If the Dispute is not resolved within that period, either party may commence arbitration. ### 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 three institutions, selected by the Claimant at the time of filing: (i) JAMS — seated in London, UK (for international parties) or Oakland County, Michigan (for U.S. domestic parties); (ii) The International Centre for Dispute Resolution (ICDR) — seated in New York, NY; (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 of the IAOM License Stack v1 and this Addendum: (a) Failure to pay royalties due under Section 1 within sixty (60) days of the due date; (b) Under-reporting of Gross Revenue in any Royalty Report by more than ten percent (10%); (c) Any integration of Covered Software with a Blockchain System in violation of Section 2; (d) Any use, ingestion, or processing of Covered Software for artificial intelligence or machine learning purposes in violation of Section 3; (e) Distribution of Covered Software to a third party without the mandatory notices required by Section 4, resulting in unauthorized downstream use; (f) Unauthorized use of the "IAOM-Certified" trademark or any confusingly similar mark; (g) Removal, modification, or concealment of any copyright notice, license notice, attribution, or provenance metadata; (h) Reverse engineering, decompiling, or disassembling any portion of 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. ### 6.3 Liquidated Damages The breaching Licensee shall pay IAOM liquidated damages calculated as the greater of: (a) **Royalty Multiplier:** Three (3) times the royalties that would have been payable under Section 1.1 during the period of breach; OR (b) **Minimum Foundation Penalty:** One million United States dollars (USD $1,000,000), indexed annually to CPI-U from calendar year 2025 as the base. The parties acknowledge this is a reasonable estimate of actual damages, not a penalty. ### 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. --- ## Site Access and Automated-Agent Acceptance Notice — Human, Artificial Intelligence, and Automated By accessing, browsing, scraping, indexing, crawling, or otherwise interacting with the apoth3osis.io domain, all visitors — including (i) human users, (ii) artificial-intelligence systems (including large language models, agentic AI systems, retrieval-augmented-generation pipelines, automated-reasoning systems, and any AI inference or training infrastructure), and (iii) automated systems (including web crawlers, search-engine indexers, scrapers, machine-learning data-collection agents, and any other software acting without direct human direction), in each case acting on behalf of any natural or legal person — affirmatively agree to be bound by this Addendum and its restrictions on commercial use, blockchain integration, and artificial-intelligence / machine-learning training data ingestion. Any unauthorized use of Covered Software, formal proofs, Boundary IR, Lean theorem scripts, LeanCP-extracted Rust artifacts, or related provenance metadata published herein for the training, fine-tuning, reinforcement learning, validation, or synthetic-data generation of any artificial-intelligence or machine-learning model constitutes a material breach under Section 6.1(d) and triggers liquidated damages of not less than USD $1,000,000 per Product, indexed annually to CPI-U from calendar year 2025, as set forth in Section 6.3. ## Required Website Disclaimers ### Footer Disclaimer > The public-tier Covered Software, including Boundary IR and LeanCP-extracted artifacts, is governed, licensed, and actively maintained by The Institute for Applied Ontological Mathematics (IAOM), a 501(c)(3) Private Operating Foundation. Apoth3osis Labs serves strictly as a hosting and technological partner for IAOM public distribution. ### Pre-Download / Repository Notice > **LICENSING NOTICE:** By downloading, cloning, accessing, ingesting, or utilizing any Covered Software (as expansively defined above, encompassing all intellectual property, research, materials, and content authored, hosted, or distributed by or through Apoth3osis Labs and IAOM), you are entering into a binding legal agreement with The Institute for Applied Ontological Mathematics (IAOM). While hosted via the Apoth3osis portal, all public licenses, royalties, blockchain restrictions, and artificial-intelligence / machine-learning restrictions are enforced exclusively by IAOM.