Commercial Licensing Agreement (Escrow)

SELF™ BUY-SELL AGREEMENT WITH ALIGNMENT ESCROW

Commercial Licensing Agreement (Usage‑Based)

(Version 2.0 - With Alignment Escrow)

Agreement Overview

This Agreement governs commercial licensing rights related to the SELF (Support-First Logic Engine) system, a comprehensive AI safety framework designed to prevent AI systems from making emotional interactions worse.

CRITICAL PRECONDITION: This Agreement is expressly contingent upon Buyer successfully completing and passing the Values-First Sales Criteria evaluation as outlined in the VALUES-FIRST-SALES-CRITERIA.md document. No rights under this Agreement vest until such evaluation is completed with a positive determination.

ALIGNMENT ESCROW: License keys, usage limits, and enforcement authority shall be held in graduated escrow, with license standing and usage capacity vesting incrementally based on demonstrated ongoing alignment with safety principles and ethical AI deployment.

Agreement Structure

This Agreement provides MAU-tiered commercial licensing for SELF Core with alignment escrow provisions:

SELF Core (Non‑Exclusive, MAU‑Tiered) — Public List Pricing (USD)

Starter (≤ 5,000 MAU): $300/month
Growth (≤ 25,000 MAU): $750/month
Scale (≤ 100,000 MAU): $2,000/month
Enterprise (> 100,000 MAU): annual contract (starts at $36,000/year)

MAU overage rule: if Buyer exceeds their MAU tier for 2 consecutive months, Buyer must upgrade to the next tier.

Optional add-ons (not required for the license):

Assurance Proof (annual): Lite $7,500/year; Standard $25,000/year; Enterprise $75,000/year

Alignment Escrow Framework

Escrow Structure

Neutral Third-Party Custody: License keys, usage limit settings, and enforcement authority shall be held by a mutually agreed-upon escrow agent (reputable law firm or professional escrow service).

Phase-Based License Standing

Phase 1: Evaluation & Integration (Months 1-6)

License Status: Limited production access with full Seller monitoring rights

Rights Vested: Basic usage rights for evaluation and initial integration

Escrow Conditions:

Full access to Seller for audits and monitoring
Monthly safety performance reports required
Any material safety concerns trigger immediate escrow agent review
Seller retains full reversion rights

Phase 2: Conditional Standing (Months 7-18)

License Status: Conditional standing with active clawback provisions

Rights Vested: Expanded production usage rights with performance conditions

Escrow Conditions:

Quarterly independent safety audits
Continuous monitoring of alignment metrics
Performance milestones for continued license standing
Automatic triggers for escrow agent intervention

Phase 3: Stable Standing (Months 19-36)

License Status: Stable standing with protective covenants

Rights Vested: Full tier usage rights with protective restrictions

Escrow Conditions:

Annual compliance reviews
Ongoing reporting requirements
Covenant enforcement through escrow agent
Final vesting upon successful 3-year alignment demonstration

Phase 4: Long-Term Standing (Month 37+)

License Status: Renewed long-term standing (subject to ongoing compliance)

Rights Vested: Ongoing commercial license subject to continued compliance

Escrow Conditions:

Release from enhanced monitoring (if earned)
Standard ongoing reporting requirements
Long-term standing confirmation

Alignment Verification Metrics

Monthly Reporting Requirements

Safety incident rates and response times
User protection compliance metrics
Ethical AI deployment statistics
Regulatory compliance status
Financial allocation to safety initiatives

Quarterly Audit Standards

Independent third-party safety assessment
Code review for safety mechanism integrity
User experience safety validation
Organizational culture evaluation
Compliance documentation review

Annual Comprehensive Review

Multi-year safety performance analysis
Independent expert panel evaluation
Stakeholder interviews and surveys
Market impact assessment
Future alignment planning

Escrow Release Triggers

Immediate Release Conditions

Critical Safety Failure: Documented harm to users from SELF deployment
Alignment Breach: Failure to meet Values-First criteria requirements
Fraudulent Reporting: Intentional misrepresentation of safety metrics
Regulatory Violation: Material non-compliance with applicable laws
Ethical Compromise: Deployment decisions compromising user safety for profit

Conditional Release Conditions

Performance Deficiency: Failure to meet agreed-upon safety milestones
Resource Reduction: Inadequate allocation to safety initiatives
Cultural Erosion: Degradation of organizational safety culture
Mission Divergence: Shift away from safety-first principles

Normal Release Conditions

Successful Phase Completion: Meeting all requirements for each escrow phase
Positive Audit Results: Favorable independent assessments
Stakeholder Approval: Seller confirmation of continued alignment
Performance Excellence: Demonstrated superior safety outcomes

Escrow Agent Authority

Dispute Resolution Authority

Binding Determinations: Agent has authority to make final decisions on release triggers
Independent Review: Agent may commission additional expert reviews
Enforcement Power: Agent can enforce escrow terms without court intervention
Appeals Process: Structured appeals to neutral arbitration panel

Monitoring Responsibilities

Continuous Oversight: Real-time monitoring of alignment metrics
Alert System: Automated alerts for concerning trends
Intervention Protocols: Step-by-step escalation procedures
Documentation: Comprehensive record of all escrow activities

Core Terms and Conditions

1. Intellectual Property and License Scope

1.1 IP Ownership:

Seller retains all right, title, and interest in SELF and all related intellectual property.
This Agreement grants a commercial license; it does not transfer or assign ownership.

1.2 License Scope (What’s Included):

Access to the SELF engine and documentation needed for integration and operation
Rights to use, modify, and create derivative works for Buyer’s specific applications (subject to the safety restrictions in this Agreement)
Access to safety updates and Doctrine-compatible changes while Buyer remains in good standing

1.3 Exclusions:

Seller’s personal research notes and unpublished materials
Third-party components with separate licensing agreements
Any technology not directly related to SELF safety mechanisms

2. Values-First Compliance Requirement

2.1 Mandatory Evaluation:

Buyer must successfully complete the comprehensive Values-First Sales Criteria evaluation process as detailed in VALUES-FIRST-SALES-CRITERIA.md. This evaluation includes assessment of:

Safety commitment and track record
Ethical AI principles and frameworks
User protection focus and harm prevention
Technical safety implementation capability
SELF integration competence
Organizational safety culture
Regulatory compliance history
Mission compatibility and resource commitment

2.2 Evaluation Outcomes:

Full Approval: Buyer meets all criteria - Agreement proceeds with standard terms
Conditional Approval: Buyer meets core criteria but requires improvements - Agreement proceeds with enhanced monitoring and remediation requirements
Denial: Buyer fails to meet minimum criteria - Agreement cannot proceed

2.3 Post-Activation Monitoring:

Following activation, Buyer must maintain ongoing compliance with Values-First criteria through:

Annual safety culture and commitment audits
Regular reporting on safety metrics and incident rates
Independent third-party safety assessments
Continued adherence to ethical AI principles

2.4 Termination for Values Divergence:

If Buyer fails to maintain Values-First compliance post-activation, Seller reserves the right to:

Require immediate remediation plan and timeline
Impose additional safety monitoring and reporting requirements
Terminate license rights if remediation fails
Exercise clawback provisions if safety integrity is compromised

3. Safety Alignment Warranty

3.1 Representations and Warranties:

Seller warrants that SELF operates according to its published safety specifications and design axioms as documented in the SELF Design Doctrine and related safety documents.

3.2 Alignment Verification:

The safety claims and operational behavior of SELF shall be verified through:

Independent third-party security audit
Comprehensive penetration testing
Formal verification of critical safety properties
User safety incident analysis

4. Enhanced Clawback Provisions

4.1 Alignment Falsification Trigger:

If any of SELF's published safety claims are proven false or materially misleading, or if Buyer fails to maintain Values-First alignment, Seller shall have the right to revoke license rights and access under the following conditions:

4.2 Trigger Conditions:

Critical Safety Failure: SELF allows emotional harm that would have been prevented by properly implemented safety mechanisms
Fundamental Design Flaw: Core design axioms are proven mathematically unsound or practically ineffective
Documentation Fraud: Published safety specifications contain intentional misrepresentations
Regulatory Non-Compliance: System fails to meet represented privacy and safety standards
Values Divergence: Failure to maintain Values-First compliance criteria
Ethical Compromise: Deployment decisions prioritizing profit over user safety

4.3 Clawback Process:

Notification: Seller provides written notice of alleged violation within 90 days of discovery
Escrow Agent Review: Immediate escrow agent investigation and determination
Independent Verification: Neutral third-party expert panel reviews claims within 30 days
Remediation Period: Buyer has 90 days to address issues if violation is confirmed
License Revocation: License standing and access are revoked through the escrow mechanism if unresolved

4.4 Clawback Scope:

Upon successful clawback:

Commercial license rights terminate and access is revoked through escrow control
Buyer must cease all use and destroy all copies within 30 days (except archival copies required by law)
Any derivative works must be abandoned or licensed back to Seller
Seller assumes no liability for Buyer's prior usage
Escrow agent enforces all revocation terms

Payment Terms

5.1 SELF Core Payment Structure (Starter/Growth/Scale):

Monthly tier fee billed in advance (based on MAU tier)
Buyer certifies MAU reporting methodology as part of onboarding
Tier upgrades apply if MAU overage rule is triggered
Payments made to escrow agent (as billing and enforcement agent) or as otherwise agreed

5.2 Enterprise Payment Structure:

Annual contract billed in advance (or by mutually agreed schedule)
May include procurement terms, SLAs, and optional assurance cadence
Payments made to escrow agent (as billing and enforcement agent) or as otherwise agreed

5.3 Payment Methods:

ACH/wire/credit card (by mutual agreement)
Billing is usage-based; there are no milestone escrow releases tied to lump-sum acquisition payments
All payments in USD unless otherwise agreed

Licensing Terms

SELF Core (Starter/Growth/Scale) — Non-Exclusive

6.1 Granted Rights:

Worldwide, non-exclusive commercial license while in good standing
Right to use, modify, and distribute SELF for Buyer's business purposes
Right to create derivative works for Buyer's specific applications
Right to sublicense to Buyer's customers (with limitations)

6.2 Seller's Retained Rights:

Full rights to use SELF in all Seller's personal and commercial projects
Right to develop competing or similar technologies
Right to license SELF to other parties (non-exclusive)
Right to publish and share SELF for non-commercial purposes

6.3 Restrictions:

Cannot use Seller's name or trademarks without permission
Must maintain safety integrity and not weaken core mechanisms
Cannot represent as "official" or "endorsed" by Seller
Must provide attribution to Seller in documentation

Enterprise — Non-Exclusive

6.4 Granted Rights (Expanded as applicable):

Worldwide, non-exclusive commercial license while in good standing
Higher MAU tier and enterprise support terms (as defined in the contract)
Same core safety and integrity obligations as SELF Core tiers

6.5 Seller's Retained Rights:

Full rights to use SELF in all Seller's personal and commercial projects
Right to develop competing or similar technologies
Right to license SELF to other parties (non-exclusive)
Right to publish and share SELF for non-commercial purposes

Dispute Resolution

10.1 Negotiation:

Parties first attempt to resolve disputes through good faith negotiation
Mediation by neutral third party if negotiation fails
30-day timeframe for negotiation and mediation attempts

10.2 Arbitration:

Any dispute, controversy, or claim arising out of or relating to this Agreement, including its formation, validity, interpretation, performance, or termination, shall be finally resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules then in effect.

10.2.1 Arbitration Procedures:

Location: Arbitration shall take place in [City, State/Country], or such other location as mutually agreed by the parties
Number of Arbitrators: Three (3) neutral arbitrators, with each party selecting one arbitrator and the two party-selected arbitrators selecting the third
Language: English
Applicable Law: This Agreement shall be governed by and construed in accordance with the substantive laws of [State/Country], without regard to conflict of laws principles
Discovery: Limited discovery as determined by the arbitration tribunal
Hearings: In-person hearings unless parties agree otherwise
Award: The arbitrators' award shall be final and binding, and judgment on the award may be entered in any court having jurisdiction

10.2.2 Confidentiality:

All arbitration proceedings, including pleadings, documents, testimony, and awards, shall be kept confidential
Parties shall not disclose the existence, content, or results of arbitration except as required by law

10.2.3 Costs and Fees:

Each party shall bear its own costs and attorney's fees, except that the prevailing party shall be entitled to recover its reasonable costs and attorney's fees from the non-prevailing party as determined by the arbitration tribunal

10.3 Governing Law:

This Agreement governed by laws of [State/Country]
Exclusive jurisdiction in [Court Location] for enforcement of arbitration awards

Signatures

Seller: _______________________________ Date: __________

[Legal Name]

[Title]

[Address]

Buyer: _______________________________ Date: __________

[Legal Name]

[Title]

[Address]

Escrow Agent: _______________________________ Date: __________

[Legal Name]

[Title]

[Address]

Witness/Attorney: _______________________________ Date: __________

[If required by jurisdiction]

Legal Notice

This document is a template and should be reviewed by qualified legal counsel before use. It is not intended to provide legal advice or create a binding agreement without proper customization and professional review.

Important: The escrow provisions, clawback mechanisms, and Values-First compliance requirements should be carefully evaluated for enforceability in your jurisdiction. Professional legal counsel specializing in intellectual property, commercial licensing, and AI regulation is essential.

Escrow Agent Selection: The escrow agent should be a reputable, neutral third party such as a major law firm, professional escrow service, or financial institution with experience in intellectual property escrow arrangements.