ULTIMA Software Licence Agreement
Version 1.0 — business terms settled 2026-09-16.
Status. Every business decision this agreement depends on has been taken by the Licensor and is recorded in Appendix A. There are no unresolved terms left in the body: it can be signed as it stands. It has not been reviewed by a lawyer, and it is not legal advice. The Licensor drafted it without counsel deliberately, and Appendix B lists the questions a lawyer would still be the right person to answer, together with the circumstances in which one should be engaged before signing. Read Appendix B before using this agreement for anything larger than an ordinary single-customer sale. Its reasoning is recorded inTERM-SHEET.md; it should be read withAUTHORSHIP.md(which bears on §11) andSPEC-COVERAGE.md(incorporated by §10). The order form that accompanies it isORDER-FORM.md.
1. The parties and the agreement
This Software Licence Agreement (the "Agreement") is entered into as of the date the Licensee first installs or uses the Software or signs an Order, whichever is earlier (the "Effective Date"), between:
- Lead Rescue LLC, a Colorado limited liability company (Colorado entity
identification number 20261715398) ("Licensor"); and
- the individual or entity that accepts this Agreement or installs or uses the
Software ("Licensee").
Licensor and Licensee are each a "Party" and together the "Parties".
If the person accepting this Agreement does so on behalf of an organisation, they represent that they are authorised to bind that organisation, and "Licensee" refers to that organisation and to any entity it controls by majority ownership, provided every use by such an entity counts against the Authorised Scope and the Licensee remains responsible for it.
Acceptance. This Agreement is accepted by signing an Order that references it. An Evaluation Licence under §3.3 may instead be accepted by installing the Software. Where an Order is signed, the Licensee separately acknowledges §8 (autonomous operation) by initialling the acknowledgement in that Order.
2. Definitions
- "Software" means the ULTIMA kernel supplied by Licensor, delivered as a
built software package, together with the documentation and release artefacts Licensor makes available with it. It does not include any language model, model weights, third-party service, or credential, none of which Licensor supplies (see §7). The specification, the test suite, and the development history are not licensed unless an Order says so.
- "Documentation" means the materials Licensor provides describing the
Software, including the coverage ledger referenced in §10.
- "Host" means one operating-system instance — physical, virtual, or
containerised — on which an instance of the Software is installed. Two instances sharing one operating system are one Host; two virtual machines on one physical server are two Hosts.
- "Authorised Scope" means the number of production Hosts stated in an
Order, together with the non-production Host permitted by §3.2 for each of them.
- "Order" means an ordering document, quote, or online purchase flow
executed by the Parties that references this Agreement and states the Authorised Scope, fees, and Maintenance Term.
- "Maintenance Term" means the period stated in an Order during which the
Licensee is entitled to the support and updates described in §9.
- "Operator" means a natural person who configures, authorises, or
supervises the Software on the Licensee's behalf.
- "Model Provider" means any local or hosted provider of a language model
that the Licensee configures the Software to use.
- "Documentation Scope" means the capabilities the Documentation states are
implemented for the licensed version (see §10.5).
3. Licence grant
3.1 Grant. Subject to the Licensee's compliance with this Agreement and payment of all fees, Licensor grants the Licensee a perpetual, non-exclusive, non-transferable, non-sublicensable licence to install and run the Software within the Authorised Scope, solely for the Licensee's own internal business purposes. The licence is perpetual for each version delivered to the Licensee and is terminable only as provided in §17.2.
3.2 Non-production Host. For each production Host in the Authorised Scope, the Licensee may install the Software on one additional non-production Host for evaluation, staging, development, or standby, provided that no more than one of the two is in productive use at any time.
3.3 Evaluation Licence. Licensor may make the Software available for evaluation. An Evaluation Licence permits installation on one non-production Host for thirty (30) days, carries no fee, is not subject to §9, does not carry the warranty in §13.2, and may be terminated by either Party at any time on notice. Licensor's liability in respect of an Evaluation Licence is limited as §14.2 provides. All other terms of this Agreement apply to it.
3.4 Copies. The Licensee may make a reasonable number of copies of the Software solely for backup and archival purposes, each of which remains subject to this Agreement.
3.5 Reservation. No rights are granted except those expressly stated here. As between the Parties, Licensor retains all right, title, and interest in the Software.
4. Permitted use, inspection, and restrictions
4.1 Inspection and internal modification are permitted. The Software is delivered as readable source. The Licensee may read, inspect, audit, and analyse it, and may modify it for use on its own Hosts within the Authorised Scope. This is a deliberate term: pretending a readable artefact is opaque would be a fiction, and a customer running an autonomous kernel on its own infrastructure is entitled to see what it does.
Three consequences follow, and they are conditions of the permission:
1. The Software remains Licensor's Confidential Information under §12, including the parts the Licensee reads or modifies. 2. §9 (support) and §13 (warranties) do not apply to a modified copy, and §10 is measured against the Software as delivered. 3. Modifications may not be distributed, published, or disclosed to any third party, and create no rights in the underlying Software.
4.2 Restrictions. The Licensee shall not, and shall not permit any third party to:
1. distribute, resell, rent, lease, lend, sublicense, publish, or otherwise make the Software, or any modification or derivative of it, available to any third party; 2. host or operate the Software as a service on behalf of, or to provide processing for, any third party (a "service bureau" use); 3. use the Software outside the Authorised Scope; 4. disclose the Software, or its source, structure, or design, except as §12 permits; 5. remove, alter, or obscure any copyright, licence, signature, or proprietary notice in or on the Software, including in a modified copy; 6. use Licensor's name, trademarks, or logos without Licensor's prior written consent; or 7. use the Software in violation of any applicable law or any Model Provider's or other third party's terms of service.
4.3 Benchmarking. Nothing in this §4 prohibits the Licensee from conducting, or publishing the results of, benchmarks or evaluations of the Software.
5. Delivery, verification, and reproducibility
Licensor delivers each release of the Software as a package accompanied by a checksum file, a detached cryptographic signature, and Licensor's public signing key. The verification procedure is described in the Documentation (docs/VERIFYING.md).
The Licensee is responsible for verifying the signature of any release before installing it. Licensor is not responsible for any software the Licensee obtains other than through a channel authorised by Licensor, or that fails signature verification.
Each release is reproducible from its source revision, so a disputed artefact can be rebuilt and compared byte for byte.
6. Fees and payment
6.1 Fees. The Licensee shall pay the fees stated in the applicable Order. Fees are a one-time licence fee per production Host, plus any maintenance fee stated for a Maintenance Term. All amounts are in United States dollars.
6.2 Payment. The first Order between the Parties is payable in full before delivery. Subsequent Orders, including maintenance renewals, are due within thirty (30) days of invoice unless the Order states otherwise. Amounts unpaid when due bear interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law.
6.3 Non-refundable. Fees are non-refundable except under §15.2.
6.4 Taxes. Fees are exclusive of taxes. The Licensee is responsible for all sales, use, and similar taxes arising from an Order, excluding taxes on Licensor's net income. Licensor will collect and remit such taxes where it is required to do so.
7. Language models, credentials, and other third-party services
The Software does not include, and cannot function without, a language model. The Licensee supplies its own. This is a material term.
7.1 Local models. Where the Licensee runs the Software against locally hosted model weights, the Licensee obtains those weights itself and is solely responsible for complying with the licences and acceptable-use terms under which they are distributed. Open-weight models are released under materially different terms, some carrying acceptable-use policies, field-of-use restrictions, or user-count thresholds. Licensor distributes no model weights and takes no position on, and bears no responsibility for, the Licensee's compliance with any model's licence.
7.2 Hosted providers. Where the Licensee configures the Software to use a hosted Model Provider, the Licensee supplies its own account, credentials, or subscription. The Licensee is solely responsible for: selecting Model Providers and other third-party services; obtaining, securing, and paying for the associated accounts and credentials; all fees, usage charges, and rate limits; and compliance with each provider's terms of service and acceptable-use policy. A hosted provider necessarily receives the content the Software sends to it as a result of authority the Licensee grants; the Software classifies every such call as an outward action requiring explicit human authorisation.
7.3 No provider warranty. Licensor is not a party to, and makes no representation or warranty regarding, any Model Provider or third-party service, including its availability, output, accuracy, cost, or continued existence. Model-generated content is labelled as such by the Software and is not represented by Licensor to be accurate or fit for any purpose.
7.4 Other endpoints. The Documentation identifies the third-party endpoints the Software may contact through its optional adapters. The allocation of responsibility in §7.2 applies equally to those services and the Licensee's accounts with them.
8. Autonomous operation and Operator responsibilities
This section governs the Software's defining characteristic and is not qualified by any general "as is" language elsewhere in this Agreement.
8.1 Nature of the Software. The Software is an autonomous kernel. Once configured and authorised, it initiates and performs actions without a person present, including reading and writing files, making network requests, running scheduled work, and invoking language models. It can be granted standing authority to perform certain actions repeatedly without seeking further approval.
8.2 Design controls. The Software is designed so that outward, irreversible, high-risk, and paid actions require human authorisation; so that authority is granted by a human, scoped, and revocable; so that filesystem access is confined to a configured workspace; so that monetary spend defaults to zero; and so that a kill switch and daily ceilings bound its activity. Licensor's responsibility under §13 is that these controls behave as described in the Documentation.
8.3 Operator responsibility. The Licensee determines what authority to grant the Software, in what environment, with what credentials, and for what purpose. The Licensee is responsible for the authority it grants and for the consequences of actions the Software takes within that authority. Licensor is not responsible for the consequences of authority the Licensee chose to grant, for the environment in which the Licensee runs the Software, or for the Licensee's configuration.
8.4 Operator obligations. As a condition of the licence, the Licensee shall: run the Software under a dedicated operating-system account; grant only the capabilities required for its intended use; keep monetary spend at zero until deliberately enabled; and monitor the Software's health and decision queue.
8.5 Prohibited uses. The Licensee shall not use the Software: to control medical, life-support, aviation, nuclear, weapons, or other safety-critical or life-critical systems; for the operation of critical infrastructure; or to make fully automated decisions producing legal or similarly significant effects on individuals, in each case except with independent human review and safeguards appropriate to that context and to the extent permitted by applicable law.
8.6 Acknowledgement. The Licensee acknowledges that it has read this §8, that it understands the Software acts on its own initiative within the authority the Licensee grants, and that it has evaluated that behaviour against its own environment and obligations before deploying it. Where an Order is signed, this acknowledgement is initialled separately in that Order.
9. Support and maintenance
9.1 What is offered. During a Maintenance Term, Licensor will provide: email support on a commercially reasonable, best-effort basis during Licensor's normal business hours (Mountain Time); and access to updates Licensor makes generally available. Updates are delivered as new signed releases under §5, and each is licensed on the perpetual terms of §3.
9.2 What is not offered. Licensor does not commit to any response time, uptime, or availability level; does not warrant that any defect will be corrected; and is not obligated to produce updates or to develop any specific feature. Because the Software runs on the Licensee's own hardware, availability of the running system is the Licensee's responsibility. Licensor is not obligated to maintain compatibility with undocumented or unreleased behaviour.
9.3 Continuity. The licence in §3 is perpetual and the Software is delivered as readable source that runs entirely on the Licensee's own infrastructure with no licence check-in or activation of any kind. If Licensor ceases to offer maintenance, or ceases to operate, the Licensee may continue to run and to maintain the versions already delivered to it within the Authorised Scope, subject to §4 and §12. No source-code escrow is offered, and none is necessary for that purpose.
10. Scope of the Software
10.1 The Documentation includes a coverage ledger (docs/SPEC-COVERAGE.md) that states, for the licensed version and for each described capability, whether it is implemented, partial, or absent.
10.2 The coverage ledger for the licensed version is incorporated into this Agreement by reference and defines the Documentation Scope.
10.3 The Licensee acknowledges that a feature adjacent to an implemented capability does not imply that an unimplemented capability exists.
10.4 The coverage ledger for the licensed version governs over any marketing material, demonstration, statement, or communication that is inconsistent with it.
10.5 Licensor does not warrant, and the Licensee shall not rely on, any capability outside the Documentation Scope.
11. Intellectual property
11.1 As between the Parties, Licensor owns all right, title, and interest in and to the Software, subject only to the licence granted in §3. The Licensee's rights arise solely from this Agreement.
11.2 Basis of protection. The Parties' rights and obligations in respect of the Software rest on this Agreement and on the confidentiality obligations in §12, and on copyright to the extent copyright subsists in the Software. The Licensee's obligations under §4 and §12 are independent of the existence or scope of any copyright, and remain binding regardless of it. Licensor makes no representation as to the scope of copyright subsisting in the Software, and the Licensee is not relying on any.
11.3 The Licensee owns its own data, configurations, and the outputs the Software produces for it, subject to any rights of a Model Provider in model-generated content.
11.4 If the Licensee provides Licensor with feedback, suggestions, or bug reports, Licensor may use them for any purpose without obligation or compensation to the Licensee.
12. Confidentiality
12.1 "Confidential Information" means non-public information disclosed by one Party to the other that is marked or reasonably understood to be confidential. The Software, including its source code, structure, design, and Documentation, is Licensor's Confidential Information, whether or not marked, and the Licensee's permission to read and modify it under §4.1 is granted on that footing.
12.2 Each Party shall protect the other's Confidential Information with at least reasonable care, use it only to exercise its rights or perform its obligations under this Agreement, and not disclose it except to those with a need to know who are bound by confidentiality obligations no less protective than these. The Licensee shall limit access to the Software to its own personnel and contractors who need it to operate the Software and who are so bound.
12.3 The obligations do not apply to information that is or becomes public through no fault of the receiving Party, was rightfully known to it without obligation, is rightfully received from a third party without obligation, or is independently developed. A Party may disclose Confidential Information as required by law, provided it gives reasonable prior notice where permitted.
12.4 The obligations in respect of the Software continue for as long as the Licensee possesses a copy of it, and survive termination.
13. Warranties and disclaimers
13.1 Each Party represents that it has the authority to enter into this Agreement, and Licensor represents that it is a Colorado limited liability company in good standing.
13.2 Limited controls warranty. For ninety (90) days from delivery of a release, Licensor warrants to the Licensee that the safety controls described in §8.2 will operate substantially as the Documentation for that release describes. The Licensee's exclusive remedy, and Licensor's entire liability, for breach of this warranty is that Licensor will, at its option and within a reasonable time, correct the affected control or refund the licence fee paid for the affected Host. This warranty does not apply to a modified copy (§4.1), to use outside the Documentation Scope, or to any Model Provider's behaviour.
13.3 EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE. This §13.3 does not exclude any warranty that cannot be excluded under applicable law.
14. Limitation of liability
14.1 EXCEPT FOR THE EXCLUDED CLAIMS IN §14.3, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY.
14.2 EXCEPT FOR THE EXCLUDED CLAIMS IN §14.3, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY THE LICENSEE TO LICENSOR UNDER THE ORDER GIVING RISE TO THE CLAIM. The cap is measured against fees paid under that Order rather than fees paid in any preceding period, because the licence is perpetual and a period-based cap would fall towards zero while the Software was still running. For an Evaluation Licence, for which no fee is paid, Licensor's aggregate liability is one hundred United States dollars (US$100).
14.3 Excluded claims. The limitations in §14.1 and §14.2 do not apply to: the Licensee's breach of §4 (Permitted use and restrictions) or §7 (third-party terms and credentials); either Party's breach of §12 (Confidentiality); the Licensee's payment obligations; the Licensee's indemnification obligation under §15.1; or a Party's gross negligence, wilful misconduct, or fraud.
14.4 The Parties agree that the limitations in this §14 are a fundamental basis of the bargain, are reflected in the fees, and apply notwithstanding the failure of any limited remedy.
15. Indemnification and infringement remedy
15.1 By the Licensee. The Licensee shall defend, indemnify, and hold harmless Licensor from any third-party claim arising out of the Licensee's use of the Software in breach of this Agreement, including breach of §4, §7, or §8, and from any claim arising out of actions the Software took within authority the Licensee granted it.
15.2 By Licensor — no defence obligation, limited remedy. Licensor does not defend or indemnify the Licensee against any claim that the Software infringes a third party's intellectual property. This is a deliberate term and is reflected in the fees. Instead, if the Software becomes, or in Licensor's reasonable judgement is likely to become, the subject of such a claim, Licensor will at its option and at its own expense either procure the right for the Licensee to continue using it, modify or replace it so that it is non-infringing, or terminate the affected licence and refund the licence fee paid for each affected Host, less straight-line amortisation over thirty-six (36) months from delivery. That refund is the Licensee's sole and exclusive remedy in respect of any such claim.
15.3 The Licensee is not relying on any indemnity from Licensor and has priced its own risk accordingly.
16. Data and privacy
16.1 No telemetry. The Software runs on the Licensee's own systems. Its state, audit trail, and workspace are stored locally on the Licensee's machine. The Software does not transmit usage data, telemetry, or licence check-in information to Licensor, and contains no activation or phone-home mechanism. Licensor accordingly does not receive, store, or process the Licensee's data.
16.2 Where the Licensee configures the Software to send content to a Model Provider or other third-party service, the relationship regarding that content is between the Licensee and that provider, and the Licensee is the party responsible for it.
16.3 Because Licensor does not process the Licensee's personal data, no data processing addendum is required or offered under this Agreement. If the Licensee's own obligations require one, that is a matter for a separate written agreement between the Parties.
17. Term and termination
17.1 Term. This Agreement begins on the Effective Date and continues for as long as the Licensee holds a licence under §3, unless terminated earlier under §17.2. The licence granted for each delivered version is perpetual.
17.2 Termination for breach. Either Party may terminate this Agreement if the other Party materially breaches it and fails to cure the breach within thirty (30) days after written notice. Licensor may terminate immediately on written notice for the Licensee's breach of §4 (Permitted use and restrictions) or §12 (Confidentiality). An Evaluation Licence may be terminated by either Party at any time under §3.3.
17.3 Maintenance is separate from the licence. A Maintenance Term expires at the end of the period stated in the Order. Expiry or termination of a Maintenance Term does not terminate, suspend, or limit the licence granted in §3, and the Licensee may continue to run every version delivered to it. There is no automatic renewal and no recurring charge: a Maintenance Term renews only if the Parties execute a further Order for it.
17.4 Effect of termination of the Agreement. On termination under §17.2 the licence in §3 ends and the Licensee shall cease using the Software and destroy or return all copies, except archival copies retained solely for legal-compliance purposes and subject to §12. Fees already paid are not refunded.
17.5 Survival. §2, §4, §6 (for amounts accrued), §7, §8.3, §11, §12, §13.3, §14, §15, §16, this §17.5, and §18 survive termination.
18. General
18.1 Governing law. This Agreement is governed by the laws of the State of Colorado, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
18.2 Dispute resolution and venue. The state and federal courts located in Denver County, Colorado have exclusive jurisdiction over any dispute arising out of or relating to this Agreement, and each Party submits to that jurisdiction and waives any objection to that venue. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL. Nothing in this §18.2 prevents either Party from bringing a claim in a court of small claims having jurisdiction, or from seeking injunctive or other equitable relief in any court of competent jurisdiction to protect its rights under §4 or §12.
18.3 Notices. Notices under this Agreement must be in writing. Notices to the Licensee are sent to the email address and any postal address stated in the applicable Order. Notices to Licensor are sent to the Licensor notice email address stated in the applicable Order and, where a Party requires service by post, to Licensor's registered agent at the address then on file for Licensor in the business database of the Colorado Secretary of State. Notice by email is effective on transmission in the absence of a delivery failure; notice by post is effective on receipt. Either Party may change its notice address by written notice to the other.
18.4 Assignment. Neither Party may assign this Agreement without the other's prior written consent, except that either Party may assign it in connection with a merger, acquisition, or sale of substantially all of its assets on written notice. Any other attempted assignment is void.
18.5 Export and sanctions compliance. The Licensee shall comply with all applicable export-control and sanctions laws, and represents that it is not located in, and will not use or export the Software in violation of the laws of, any embargoed or restricted jurisdiction, and that it is not a restricted or denied party.
18.6 Entire agreement. This Agreement, together with any Orders, is the entire agreement between the Parties regarding the Software and supersedes all prior or contemporaneous understandings. In a conflict between this Agreement and an Order, the Order governs for that transaction. Terms in a Licensee purchase order or other business form that conflict with or add to this Agreement have no effect.
18.7 Amendment and waiver. No amendment is effective unless in writing and signed by both Parties. No waiver is effective unless in writing, and no failure to enforce is a waiver.
18.8 Severability. If any provision is held unenforceable, it is modified to the minimum extent necessary to make it enforceable, or if it cannot be, severed, and the remainder stays in effect.
18.9 Force majeure. Neither Party is liable for a failure or delay caused by events beyond its reasonable control. This does not excuse a payment obligation.
18.10 Independent contractors. The Parties are independent contractors, and this Agreement creates no partnership, joint venture, agency, or employment relationship.
18.11 Publicity. Neither Party may use the other's name, marks, or logos, or identify the other as a customer or supplier, without that Party's prior written consent. Consent may be given for a specific use by initialling the publicity election in an Order, and may be withdrawn on thirty (30) days' written notice.
18.12 Relationship to the LICENSE notice. The file named LICENSE distributed with the Software is a notice of reserved rights, not a grant of rights. This Agreement is the agreement under which the Software is licensed. In a conflict between the two regarding the Licensee's rights, this Agreement governs.
Appendix A — decisions taken
Not part of the agreement to be signed. This records the choices the body of the agreement now reflects, and why, so that a later reader — or a lawyer reviewing it — can see what was decided deliberately rather than by default.
| # | Decision | Resolution | Where |
|---|---|---|---|
| 1 | Licensing unit | Per Host, one operating-system instance, plus one non-production Host per production Host | §2, §3.1, §3.2 |
| 2 | Source-available or binary-only | Source-available under confidentiality. Inspection and internal modification permitted; distribution prohibited; the Software is Confidential Information | §4.1, §12.1 |
| 3 | Commercial model | Perpetual licence per Host, plus a separate Maintenance Term. USD; first Order paid in advance, later Orders net 30; 30-day evaluation | §3.1, §3.3, §6 |
| 4 | Support offered | Best-effort email, Mountain Time business hours, no SLA, no obligation to fix or to build | §9.1, §9.2 |
| 5 | Prohibited uses | Confirmed as drafted, with independent human review made explicit | §8.5 |
| 6 | Term and renewal | Perpetual for delivered versions; maintenance expiry never disables the Software; no auto-renewal | §17.1, §17.3 |
| 7 | Publicity | Not permitted without written consent, opt-in per Order, withdrawable | §18.11 |
| 8 | Licensor notice address | Email stated in the Order, plus the registered agent by reference to the state record. The principal office address is never printed | §18.3 |
| 9 | Liability cap | Fees paid under the Order giving rise to the claim, not a rolling twelve months; US$100 for an evaluation | §14.2 |
| 10 | IP indemnity | None. Replaced by a procure/modify/refund remedy with 36-month straight-line amortisation | §15.2 |
| 11 | Express warranty | A 90-day warranty that the §8.2 safety controls behave as documented, with repair-or-refund as the exclusive remedy | §13.2 |
| 12 | Data processing addendum | Not required; Licensor processes no Licensee personal data and the Software has no telemetry | §16.1, §16.3 |
| 13 | Dispute resolution | Colorado courts, Denver County, exclusive venue, jury waiver, small-claims and injunctive carve-outs | §18.2 |
| 14 | Acceptance mechanism | Signed Order for sales; install-acceptance for evaluation; §8 acknowledged separately | §1, §8.6 |
Two of these deserve their reasoning stated rather than tabulated.
Why perpetual rather than subscription (#3, #6). A subscription is the cleaner termination story and the smoother revenue, but it asks a customer to run unattended infrastructure on a licence that can switch off. For a licensor that is a single-member LLC, it also creates the objection it least wants to invite: what happens to the customer if the licensor stops operating. A perpetual licence answers that in the customer's favour, and §9.3 says so plainly. Maintenance, not the right to run, is what recurs.
Why no IP indemnity (#10). AUTHORSHIP.md records that every commit in the repository names an AI author and no human, which leaves the scope of copyright in the work genuinely unsettled. An indemnity is a promise to defend someone else's use of rights whose extent the licensor cannot presently state. Offering one would be selling a promise that could not be honoured; the refund remedy in §15.2 is bounded, definite, and can be. §11.2 is drafted to match — the Licensee's obligations do not depend on the copyright question either way.
Appendix B — when to involve a lawyer, and what to ask
This agreement was drafted without counsel. That is a reasonable decision for a first commercial release by a single-member LLC, and an unreasonable one past a certain size of deal. This appendix exists so the line is drawn deliberately.
Engage counsel before signing if any of these is true
1. The contract value is material to the business relative to what it can absorb losing — the owner should fix that figure in advance rather than judging it deal by deal. 2. The customer returns redlines, or asks for an IP indemnity, an SLA, an uncapped liability carve-out, or a data processing addendum. 3. The customer is outside the United States, or is a government, healthcare, financial-services, or critical-infrastructure entity. 4. The customer intends a use that touches §8.5.
Questions for counsel when one is engaged
1. Copyright scope and §11 — read AUTHORSHIP.md first, and complete its §5 before that meeting. Whether to register, what to disclaim in an application, and whether a written assignment from the member to the LLC is warranted. 2. The liability cap and its carve-outs (§14), with attention to damages arising from autonomous operation (§8) and to enforceability in each jurisdiction where the Software is sold. 3. The limited controls warranty (§13.2) — whether a 90-day express warranty on the safety controls is the right scope, given that it is the one promise the product most needs to make and the one most likely to be tested. 4. The infringement remedy (§15.2) — whether a refund-only remedy is commercially survivable in the segments being sold to. 5. Modification and reverse engineering (§4.1) — whether the permission granted is drafted tightly enough to keep the confidentiality protection in §12 intact. 6. Acceptance and the §8.6 acknowledgement — whether it holds up in a click-through as well as in a signed Order.
Operational items the owner owns, not counsel
1. The Colorado Periodic Report is due every June. An entity that lapses to Delinquent is a defective party to every agreement it has signed. This is the cheapest item on this page to get wrong. 2. Colorado sales tax. Confirm whether the licence fee is taxable and whether registration is required, before the first sale into Colorado. §6.4 puts the liability on the Licensee, which does not relieve the Licensor of collecting where it must. 3. The notice address for §18.3 is legal@leadrescue.us. It is on the licensor's own domain, so a licensee reading a contract from Lead Rescue LLC sees a matching address rather than another brand's.
Two addresses were rejected for concrete reasons, not preference. The one on the release signing key is on a different brand's domain and that domain is read by automated mail handling. The domain used by the mail relay is watched by an IMAP trigger on its INBOX. Legal notice must not arrive in a mailbox something else is processing: an automated reader can mark a message read, file it, or act on it, and a notice provision that depends on a person noticing then quietly stops working.
Mail for the licensor's domain is hosted separately from either of those and nothing on the operator's machine polls it.
Verified end to end on 2026-09-16: a message sent from outside the network arrived. That test was the condition for using the address at all, because an address that resolves is not an address that delivers, and this one appears in a contract that says notice is effective on transmission. Re-check it if anything about the domain's mail changes.
It is implemented as an alias delivering into the licensor's existing mailbox on that domain rather than as a separate account. That satisfies the requirement above — no automated process reads it — but it means a notice arrives alongside ordinary administrative mail, so it should be filed to its own folder by a rule. Replies leave as the underlying mailbox's address unless sending-as is enabled, which does not affect §18.3: that clause governs notice sent TO the licensor. 4. Registered agent. §18.3 points at the state record rather than printing an address, which keeps the principal office out of every shipped copy. If the agent of record is the owner's own address, appointing a commercial registered agent is a small annual cost that moves service of process off it.