# Loom Engine - Commercial License Terms (Outline)

This document is a starting point for negotiation, not a binding offer.
Final terms are agreed in writing between Misha Mitiev (Licensor) and
the commercial licensee.

## When a commercial license is required

When your gross revenue from any product, game, or service that
incorporates the Loom Engine exceeds **USD $1,000,000 in any consecutive
12-month period**, you must obtain a commercial license to continue
using the engine in production.

Below this threshold, the [Business Source License 1.1](./LICENSE)
applies and no commercial license is required.

## Standard terms

- **Royalty**: 5% of gross revenue above the $1,000,000 threshold per
  license-year, paid quarterly.
- **Reporting**: Quarterly revenue statement, audit-on-request clause
  (audits limited to once per year, 30-day notice).
- **Sub-licensing**: Not permitted without separate written agreement.
- **Patent grant**: Limited grant covering normal engine use; does not
  extend to derivative engines or competing engine products. See
  PRIOR-ART.md for the patent-strategy scope.
- **Term**: Annual, auto-renewing on the anniversary of the agreement.
- **Termination**: 90 days notice either side. Royalty obligations
  survive termination for revenue earned during the licensed period.
- **Jurisdiction**: To be agreed; default Thailand or licensee's home
  jurisdiction with mutual consent.

## Negotiable alternatives

The Licensor is open to non-standard arrangements, including:

- **Lump-sum buyout**: One-time payment in lieu of royalties, scoped to
  a specific product or product line. Pricing varies by project size +
  expected revenue.
- **Equity-for-license**: Early-stage studios may exchange equity for a
  perpetual royalty-free license. Typical range 0.5%-2% equity for a
  full commercial grant.
- **Reduced royalty rate**: For OSS projects, cooperatively-owned
  studios, or non-profit ventures, royalty may be reduced or waived.
- **Distribution-based fees**: For middleware, SDKs, or engine-derived
  toolchains, per-distribution fees may replace revenue royalties.

## Pre-publish window (0.10.0 grandfathering)

If your project pinned to `@sadhaka/loom-engine@0.10.0` (the only
release published under MIT) before 2026-05-08, you may continue using
that version under MIT terms indefinitely. No commercial license is
required for that specific version.

Upgrading to 0.11.0 or later requires accepting BUSL-1.1 terms and, if
above the revenue threshold, a commercial license.

## Contact

Email: `licensor@theworldtable.ai`

Please include in your inquiry:
- Company name and primary use case
- Estimated annual revenue from the product/service using the engine
- Distribution model (B2C, B2B, internal, etc.)
- Preferred negotiation framing (royalty / lump-sum / equity / other)

Response time: typically within 5 business days.

## Disclaimer

These outline terms do not constitute a binding offer or contract. A
commercial license is only effective when both parties have signed a
written agreement that supersedes this outline.