OMLA Model License & Royalty Terms Version 1.2

0. Acceptance & binding clickwrap

1. This is an operative, binding agreement — not a draft. This is Version 1.2 of the OMLA Model License & Royalty Terms (the "License"), effective 2026-07-15. The version label identifies the operative text; it does not make the License provisional.
2. Creator acceptance (clickwrap). A creator accepts this License as a binding clickwrap agreement at model registration by checking the "I agree" box and signing the canonical registration message with their key (see §9). The version 4 registration-message format binds the accepting account, exact License version, SHA-256 digest of the English License artifact, model-weight digest, and exact timestamp. OMLA stores those fields in an append-only acceptance record linked to the registered Model.
3. Commercial-user acceptance. A commercial user (the "Licensee" or "payer") accepts this License by making any Commercial Use of a registered Model. Continued Commercial Use constitutes ongoing acceptance of the version in force at the time of that use.
4. Relationship to other OMLA terms. This License governs registered Models and the royalty obligation. It operates alongside, and is incorporated into, the OMLA Terms of Service and Privacy Policy. The platform source code is separately licensed under Apache-2.0 (see the project NOTICE); this License does not govern that source code.

1. Definitions

1. Model: the AI model (weights/parameters) licensed here. Derivative Model: any model that incorporates, fine-tunes, distills, or is otherwise based on the Model.
2. Creator / Payee: a party entitled to a share of the royalty under a Model's declared split, identified by a self-provided wallet or payment method.
3. Licensee / Commercial user / Payer: any party making Commercial Use of the Model and therefore owing the royalty.
4. Commercial Use: any use for monetary gain or advantage — hosted APIs, products, internal operations yielding benefit, selling outputs, advertising-supported services, fundraising, sponsorships, or enhancing another product or service.
5. Non-Commercial Use: personal, educational, academic, and internal research/R&D use, including internal development of new models intended for future OMLA licensing, where no externalized product or service is offered or sold.
6. Total model run cost: the reasonable accounting cost to run and serve the Model (pro-rated cloud/compute, storage, bandwidth, depreciation of dedicated hardware, and direct IT support). If hardware is fully depreciated, there is no support cost, and there is no attributable revenue, the base can be US$0.
7. Lineage / Upstream: the directed acyclic graph (DAG) of Models a registered Model is built upon, as declared at registration. Lineage records provenance; it does not itself create a payment share or cause recursive allocation.
8. Declared Creator-Pool Split: the single, explicit table attached to a Model that totals 30 percentage points and allocates 100% of that Model's 30% creator pool among verified payee wallets. It is the sole authoritative payment allocation for that Model.
9. Royalty Statement ("Statement"): a computed notice OMLA publishes that lists, for a reporting period, the amount owed to each Payee and that Payee's self-provided wallet or method. A Statement is informational; it is not an invoice OMLA collects and creates no "OMLA balance."
10. Hoster: a party that hosts or serves a Model. Version 1.2 records hoster information but activates no non-zero hoster payment allocation (see §6).
11. Non-payable wallet: an address or account that cannot accept funds — invalid, frozen, sanctioned, an unsupported rail, under an AML hold, under a Creator-requested hold, or technically impossible to pay.

2. Grant & scope of license

1. Non-Commercial grant. Subject to this License, each Creator grants a perpetual, worldwide, royalty-free, non-exclusive right to use, modify, and distribute the Model and Derivative Models for Non-Commercial Use.
2. Non-commercial research. Research is free where results are not offered or sold and no externalized product or service is created from them.
3. Commercial grant. Commercial Use of the Model and its Derivative Models is permitted only on the condition that the Licensee complies with §§3–8 — chiefly the 30% royalty (§4), the statement-and-direct-settlement mechanism (§5), and the quarterly reporting duty (§7). The commercial grant is conditioned on, and automatically suspended by, material non-compliance until cured.
4. Scope limits. This License governs only the royalty obligation for Commercial Use of registered Models. It conveys no trademark, patent, or publicity rights beyond those strictly necessary to exercise the grant, and it does not transfer ownership of the Model, your code, your fine-tunes, or your business.

3. Declared creator-pool split & lineage

1. Each registered Model's public page displays the License version, model identity and signature status, declared upstream lineage, compliance state, and complaint contact. Payee wallets and the Declared Creator-Pool Split are private registry data and are disclosed to the responsible payer in the current version of a Royalty Statement when a payable report is published. Corrections create a new version; prior versions remain in append-only history.
2. One-pass explicit allocation. The Declared Creator-Pool Split attached to the reported Model is the only table used to allocate that Model's creator pool. Processing makes one pass over that table and does not recursively traverse the lineage DAG. A derivative Creator who promises a share to an upstream Creator must include that upstream Creator's verified wallet explicitly in the derivative Model's split.
3. Accuracy is the Creator's representation. Lineage and splits are declared by, and are the responsibility of, the registering Creator (see §9). OMLA records these declarations; it does not adjudicate or guarantee them.

4. Part A — the 30% commercial royalty

1. The rule. Any Commercial Use of the Model requires payment of a royalty equal to the greater of (i) 30% of attributable revenue or (ii) 30% of total model run cost. This 30% is the "creator pool" and is distributed under the reported Model's Declared Creator-Pool Split (§3) and Statement mechanism (§5).
2. Pipelines & splits. In composite or pipeline systems, the royalty base is split across the Models used by their declared contribution percentages. Free or non-royalty components reduce the base accordingly. Avoid de minimis attribution where this Model is gating or determinative of the system's output.
3. Cost basis. Where revenue cannot be directly attributed (for example, a local or offline service with no tickets), compute the base from accounting cost (such as hardware depreciation and direct support). If hardware is fully depreciated, there is no support cost, and there is no attributable revenue, the base can be US$0.
4. No OMLA fee on the royalty. OMLA charges no commission, spread, or fee on the royalty and skims nothing from it. Routing, conversion, or transfer costs of an actual payment are the settling parties' own and are borne between payer and payee; OMLA caps nothing it does not operate.

5. Part B — royalty statements & direct peer-to-peer settlement (no custody)

1. OMLA publishes; OMLA does not pay. For each reporting period, OMLA computes each Payee's share of the 30% creator pool from the reported Model's Declared Creator-Pool Split and publishes a Royalty Statement listing the amount owed and that Payee's self-provided wallet or payment method. The Licensee pays each Payee directly. OMLA never receives, holds, escrows, routes, converts, refunds, or transmits any of these funds, is not a party to the settlement, and has no claim to or beneficial interest in it. See the No custody block above.
2. Payee-specified method. Each Payee must provide the exact payment method used for direct settlement. OMLA keeps those coordinates private from the general registry and snapshots them into the payer-visible Statement. The Licensee must use the stated method where able. Payment-rail choice and any routing or conversion fees belong entirely to the settling parties — not to OMLA.
3. Cadence & minimum. Statements and settlement run quarterly. A complete statement set is published only if every positive payee line is at least US$0.10. Version 1.2 implements no cross-quarter accrual or carry-forward ledger: if any declared positive share is below that threshold, OMLA publishes no statement for the report and requires manual correction or resolution rather than silently dropping the share.
4. Non-payable wallets. A Payee must keep its published payment details accurate and usable. If a method cannot receive direct settlement, the parties should document the issue and the Payee should provide corrected information. OMLA does not hold the amount or automatically rewrite an existing Statement.
5. No OMLA balance; no OMLA refunds. Because OMLA never receives funds, there is no "OMLA balance," OMLA issues no refunds, and a Statement is a computed notice of an amount owed — never an invoice OMLA collects or a debt owed to OMLA.

6. Hoster configuration status

1. Version 1.2 does not activate a non-zero hoster allocation or represent that a hoster will receive a Statement line. The registry may retain hoster metadata and a reserved 0–20% configuration field for future versions.
2. If a Model has a non-zero hoster setting, processing fails closed and publishes no creator or hoster Statement. A hoster allocation becomes operative only after a later License version and matching backend add a verified hoster payee destination and end-to-end statement path. OMLA never custodies or routes a hoster payment.

7. Quarterly usage reporting duty

1. Duty to report. Each commercial Licensee must file a truthful quarterly usage report for its Commercial Use of the Model, sufficient for OMLA to compute the royalty base (attributable revenue and/or run cost) and the resulting Statement.
2. From report to statement. A submitted usage report is processed through OMLA's admin-gated, idempotent statement pipeline, which publishes the Royalty Statement (amount owed + payee wallets) and advances the Licensee's compliance state (§8). The Statement is a computation of amounts owed; it is not a charge by OMLA.
3. Records. Licensees must keep reasonable records supporting their reports and make them available to substantiate a Statement in the event of a complaint or audit (§8).

8. Complaints, enforcement & compliance states

1. Who may complain. Anyone may file a complaint (for example, about a wallet, a split, lineage accuracy, or non-payment). OMLA does not host or remove Model files and does not adjudicate IP ownership. Private data is retained as described in the Privacy Policy and released only under lawful process.
2. Notice & response. Complaints are reviewed manually. OMLA may notify affected parties and request documentation, but does not currently promise a fixed response time. Any registry action is recorded separately.
3. No automatic suspension. Filing a complaint does not automatically change a published Statement or registry state. Any correction requires a separate implemented and audited reviewer action. OMLA does not hold, refund, or redistribute funds at any stage because OMLA never receives them.
4. Compliance state machine. A Model registration moves through states: REGISTERED → COMPLIANT or DELINQUENT → BLACKLISTED. Timely reporting and Statement resolution keep a party COMPLIANT; missed reporting or willful non-payment may mark it DELINQUENT; sustained misuse, abuse, or willful non-payment may lead to a BLACKLISTED registry status. No funds are seized, held, or held back by OMLA at any state — consequences are limited to registry status and listing.
5. Public status only. BLACKLISTED is a registry compliance state. The separate public blacklist feed is disabled and must not be used for enforcement or reputation decisions.
6. Review and appeal. A directly affected party may request human review of a complaint or compliance decision by emailing legal@omla-ai.org within 30 days after notice of the decision. Where practicable, a reviewer who did not make the original decision will consider the supplied evidence and provide a written outcome. Filing an appeal does not itself change registry status or statement publication; any correction or state change is a separate, audited action. The operational steps are described on the Compliance page.

9. Creator representations & warranties

1. Right to license. By registering a Model, the Creator represents and warrants that it owns or is authorized to license the Model under these terms, and that doing so does not violate any law or third-party right.
2. Lineage & splits are accurate. The Creator represents that the declared lineage DAG is accurate provenance and that the separate Declared Creator-Pool Split is accurate, complete, totals 30 points, and explicitly names every Payee promised a share. The Creator understands that lineage is not recursively converted into payment shares.
3. Key & signature. The Creator signs the registration with a supported signature scheme and represents that every signing key used is theirs and under their sole control. OMLA currently verifies Ed25519 (classical), ML-DSA and SLH-DSA post-quantum schemes, and the recommended hybrid Ed25519 + ML-DSA-65 scheme. Ed25519 alone is not post-quantum. The Creator is solely responsible for the secrecy and custody of every private key. A signature_verified flag records only that the submitted signature set was valid for the declared public key set; it is not an OMLA guarantee of rights or lineage.
4. Payee details. The Creator represents that the wallet or payment method it provides is its own and is correct, and that publishing it for direct settlement is authorized. OMLA publishes these details as provided and does not verify their commercial fitness.
5. Indemnity. The Creator will indemnify and hold harmless OMLA and its directors, officers, volunteers, and contributors against claims arising from the Creator's breach of these representations, including false lineage or split declarations and unauthorized licensing.

10. Outputs

1. Monetizing outputs generated with the Model constitutes Commercial Use and triggers Part A (the 30% royalty). This License does not apply or transfer to the outputs themselves; it governs only the royalty obligation arising from the commercial use that produced or monetized them.

11. Disclaimers & no financial services

1. As-is. THE MODEL AND THIS LICENSE ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND. OMLA AND CREATORS DISCLAIM ALL WARRANTIES TO THE MAXIMUM EXTENT PERMITTED BY LAW, INCLUDING ANY WARRANTY THAT SPLITS, SIGNATURES, LINEAGE, STATEMENTS, OR THIRD-PARTY SOLVENCY ARE ACCURATE, AND ANY GUARANTEE THAT ANY PAYEE WILL BE PAID OR WILL PAY.
2. No financial services. Consistent with the No custody block above, OMLA is not a money transmitter, money-services business, payment processor, bank, exchange, custodian, escrow agent, broker-dealer, or investment vehicle or adviser; it never holds, moves, routes, converts, refunds, or escrows funds; it is not a party to or beneficiary of any settlement; there is no "OMLA balance"; and wallet identifiers are routing identifiers, not accounts that hold value on OMLA's behalf. Nothing here is financial, investment, tax, or legal advice, or an offer of securities.
3. Limitation of liability. To the maximum extent permitted by law, OMLA is not liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost royalties, or unpaid or misdirected settlements between the parties. OMLA's total aggregate liability arising out of or relating to this License will not exceed the greater of (a) the fees, if any, actually paid by the claimant to OMLA in the prior twelve months or (b) US$100. Nothing in this clause excludes or limits liability that applicable law does not permit OMLA to exclude or limit, and mandatory consumer rights remain unaffected.

12. Term & termination

1. Term. This License applies from acceptance (§0) until terminated.
2. Termination by a Creator. A Creator may withdraw a Model from future commercial licensing prospectively; withdrawal does not retroactively excuse royalties already accrued from prior Commercial Use and does not delete registry/audit records needed to preserve declared payee obligations.
3. Termination / suspension by OMLA. OMLA may suspend a registration's COMPLIANT status, mark it DELINQUENT, or BLACKLIST it under §8 for misuse, abuse, false declarations, or willful non-payment. These are registry consequences only; OMLA seizes or withholds no funds.
4. Survival. Sections 4–5 (accrued royalty and settlement obligations between parties), 8 (compliance records and blacklist), 9 (representations/indemnity), 11 (disclaimers), 13 (governing law/disputes), and 14 (general terms) survive termination. Registry and audit records may be retained to preserve lineage integrity and declared payee obligations.

13. Governing law & dispute resolution

1. Governing law. This License is governed by the laws of the State of Washington, USA, without regard to its conflict-of-laws rules, except that the Federal Arbitration Act governs the interpretation and enforcement of the arbitration provisions below. This choice of law does not deprive a consumer of the protection of mandatory provisions of the law of the country in which the consumer is habitually resident.
2. Informal resolution first. Before starting an arbitration or court proceeding, a party must first contact legal@omla-ai.org, describe the dispute, and allow 30 days for the parties to attempt to resolve it informally.
3. Binding arbitration. Except as provided below, a dispute arising out of or relating to this License that is not resolved informally will be resolved by binding individual arbitration administered by the American Arbitration Association (AAA). The AAA Consumer Arbitration Rules then in effect apply only if the dispute qualifies as a consumer dispute under those rules; otherwise, the AAA Commercial Arbitration Rules then in effect apply. The seat (legal place) of arbitration is the State of Washington, USA. Judgment on the award may be entered in any court of competent jurisdiction.
4. Class-action and jury waiver. To the maximum extent permitted by law, disputes will be resolved only on an individual basis. The parties waive any right to bring or participate in a class, collective, consolidated, or representative action, and waive any right to a jury trial. An arbitrator may award relief only in favor of the individual party seeking relief and only to the extent necessary to resolve that party's individual claim.
5. Small-claims carve-out. Either party may bring an individual claim in a small-claims court of competent jurisdiction instead of arbitration, so long as the claim stays in that court and proceeds only on an individual basis.
6. Consumer carve-out (EU / EEA / UK and other non-waivable rights). If a party is a consumer, nothing in this Section deprives that party of any mandatory consumer-protection law or non-waivable right to bring proceedings in, or be sued only in, the courts of that party's country of residence. In particular, for consumers in the EU, EEA, or UK, the arbitration agreement, class-action waiver, and jury waiver above do not apply to the extent they are unenforceable or prohibited under the mandatory law that applies; local law and courts may apply, and statutory rights are preserved.

14. Versions, changes & general terms

1. Operative version. This text is Version 1.2, effective 2026-07-15. It is operative and binding, not a draft. Versions 1.0 and 1.1 remain historical texts for Models that validly accepted them; OMLA does not infer or backfill acceptance where no versioned evidence exists. The exact English Version 1.1 artifact remains available for verification of its SHA-256-bound acceptance records.
2. Changes are not retroactive. OMLA may publish later versions. A Creator may adopt a later version for its Model, but version changes are not retroactive to Commercial Use already governed by an accepted version, and do not apply to a Creator who has not adopted them.
3. Severability & international scope. This License is intended to operate internationally only to the extent permitted by applicable law; OMLA does not represent that every provision is enforceable in every jurisdiction. If a clause is unenforceable in a jurisdiction, it is interpreted as closely as permitted to its intent, and the remainder survives.
4. Entire agreement; assignment; waiver; notices. This License, together with the OMLA Terms of Service and Privacy Policy, is the entire agreement on its subject matter. A Licensee or Creator may not assign it without consent except by operation of law; OMLA may assign it to a successor of its mission. No waiver is implied from a failure to enforce. Notices to OMLA go to the contacts in §15.
5. English controls. Translations of this License are provided for convenience only. In the event of any conflict or ambiguity between the English version and a translation, the English version governs, except where applicable mandatory local law requires otherwise.

15. Contact

General: hello@omla-ai.org · Legal & DMCA: legal@omla-ai.org · IP/DMCA notices: dmca@omla-ai.org · Privacy & data protection: privacy@omla-ai.org.

OMLA is the Open Model Licensing Association, an open, community-governed initiative organizing as a nonprofit in the State of Washington, USA; 501(c)(3) status has not yet been filed. OMLA is not an incorporated bank or money-services business.