OMLA Model License & Royalty Terms Version 2.0

0. Acceptance & binding clickwrap

1. This is an operative, binding agreement — not a draft. This is Version 2.0 of the OMLA Model License & Royalty Terms (the "License"), also called the "Direct Settlement" version, effective 2026-07-16. 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 5 registration-message format binds the accepting account, exact License version, SHA-256 digest of the English License artifact, model-weight digest, the SHA-256 hash of the Model's canonical Manifest (§1.8), 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. No registration with, identification to, or account at OMLA is required of a Licensee, and OMLA maintains none.
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.
5. Plain-English asides. The shaded "In plain English" asides interleaved with these terms are informational summaries only. They are not part of the operative terms and do not modify, expand, or limit the numbered sections.

1. Definitions

1. Model: the AI model (weights/parameters) licensed here. Derivative Model: any model that incorporates, fine-tunes, quantizes, distills, merges, or is otherwise based on the Model. The registry records the relationship of each derivation as one of fine-tune, quantize, distill, or merge.
2. Creator / Payee: a party entitled to a share of the royalty under a Model's Published Split or Payee Shares, identified by a registered wallet with public Payment Pointers.
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. In this version, lineage is payment-bearing: every declared lineage edge carries a published upstream share (§3).
8. Manifest: the public, creator-signed record attached to a registered Model comprising its identity, declared lineage, Published Split, Payee Shares, wallets, and Payment Pointers, together with a manifest version number and the SHA-256 hash of its canonical form (the "manifest hash").
9. Published Split: the Manifest's allocation of money attributed to the Model, expressed in basis points (one basis point = 1/10,000): a retained share for the Model's own Payees plus an upstream share for each declared lineage edge, together summing to exactly 10,000 basis points (100%).
10. Payee Shares: the Manifest's allocation of the retained share among the Model's creator-signed and format-validated public payee addresses, summing to exactly 10,000 basis points of the retained share. Signature and format validation do not prove control of any external payment destination.
11. Payment Pointer: a public payment coordinate attached to a wallet — a Lightning address or BOLT12 offer, an on-chain BTC, ETH/ERC-20, or Solana address, a Stripe Payment Link, a PayPal.Me link, or the Creator's own invoicing URL or email. Payment Pointers are public information, published to anyone, by design.
12. Registry Snapshot ("Snapshot"): a signed, sequenced publication of registry Manifests, identified by a sequence number and a root hash over the included manifest hashes, verifiable against OMLA's published signing key.
13. Resolver: the deterministic omla-resolve/2.0 algorithm incorporated by reference in §5.2. Resolved Settlement Sheet ("Sheet"): the Resolver's output for a Licensee's usage in a Settlement Period — for each payee wallet, a percentage, an amount, and that wallet's Payment Pointers, embedding the Snapshot reference it was computed from.
14. Settlement Period ("quarter"): exactly one calendar quarter, identified as YYYY-Q1, YYYY-Q2, YYYY-Q3, or YYYY-Q4. Q1 is January–March, Q2 April–June, Q3 July–September, and Q4 October–December. No monthly, rolling, annual, or other substitute period is permitted.
15. Registry Status: the public integrity state of a Model's registration — ACTIVE, REVOKED, or DELISTED (§8).

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 self-assessed 30% royalty (§4), resolution and direct settlement through the Resolver (§5), and the record-keeping 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. Published split, retention caps & recursive lineage

1. Manifests are public. Each registered Model's Manifest — License version, model identity and signature status, declared lineage, Published Split, Payee Shares, wallets, Payment Pointers, manifest version and hash, and Registry Status — is public registry data, published to anyone without an account. Corrections create a new manifest version; prior versions remain in append-only history.
2. Recursive distribution. Money attributed to a Model under §4 is distributed through that Model's Published Split: the retained share flows to the Model's own Payees per its Payee Shares, and each upstream share flows to the corresponding parent Model, where it is distributed again through that Model's Published Split, and so on through the lineage, exactly as specified by the Resolver (§5.2), which also fixes the treatment of depth limits, cycles, missing manifests, and rounding.
3. Retention caps. A Model with at least one declared lineage edge may retain at most the highest applicable cap among its declared relationships:

   Relationship	Maximum retained share
   fine-tune	500 basis points (5%)
   quantize	200 basis points (2%)
   distill	1,000 basis points (10%)
   merge	1,000 basis points (10%)

   A Model with no declared lineage edges retains exactly 10,000 basis points (100%) and declares no upstream shares.
4. Upstream-share rule. Every declared lineage edge must carry an upstream share of at least 1 basis point (0.01%). The retained share plus the sum of all upstream shares must equal exactly 10,000 basis points. The registry enforces these rules, and the retention caps in §3.3, at write time and rejects a non-conforming Manifest (fail-closed).
5. Good-faith shares. An upstream share that is unreasonably low in light of the Derivative Model's actual dependence on the parent may constitute a breach of the Creator's representations in §9, independent of the numeric minimum in §3.4.
6. Waivers reserved. An upstream Creator may waive or reduce an upstream share only through a waiver mechanism published in a later License version. Until then, the Published Split governs as published.
7. Accuracy is the Creator's representation. Lineage, splits, shares, wallets, and pointers are declared by, and are the responsibility of, the registering Creator (see §9). OMLA records and publishes these declarations; it does not adjudicate or guarantee them.

4. Part A — the 30% commercial royalty (self-assessed)

1. The rule. Any Commercial Use of the Model requires payment once per calendar quarter of a royalty equal to the greater of (i) 30% of attributable revenue or (ii) 30% of total model run cost for that Settlement Period. The Licensee self-assesses this amount from its own records; nothing is reported or submitted to OMLA or anyone else, and OMLA computes nothing on the Licensee's behalf.
2. Pipelines & attribution. In composite or pipeline systems, the royalty base is attributed across the Models used by a reasonable, consistent measure — such as normalized compute cost, token counts, or explicit revenue attribution — applied consistently within the calendar quarter. 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 — direct settlement through the Resolver (no custody, no knowledge)

1. Resolve. Once for each calendar-quarter Settlement Period, the Licensee resolves its royalty (§4) across the Manifests of the Models it used by running the Resolver against a signed Registry Snapshot. A settlement run that supplies an amount must identify the quarter exactly as YYYY-Q1 through YYYY-Q4. The output is the Licensee's Resolved Settlement Sheet: for each payee wallet, a percentage, an amount, and that wallet's Payment Pointers, together with the Snapshot reference it was computed from.
2. Resolver specification incorporated by reference. The normative Resolver specification, version omla-resolve/2.0 (SHA-256 digest 6b7f8b035b9c79af3d42c19eb02ed4342647c775f1a4630c942a32496e10047a), together with its published test vectors, is incorporated into this License by reference. It fixes the recursive flattening of Published Splits, exact calendar-quarter input contract, depth limits, cycle handling, treatment of missing or non-ACTIVE manifests, the dust rule, tie-breaking, rounding, and the signed Snapshot format consumed by the reference implementations. The Resolver is deterministic and uses only integer arithmetic (basis points, fixed-point units, and integer cents with largest-remainder rounding): the same Snapshot and the same usage ledger produce the same Sheet, byte for byte, for any party — including a court or auditor — who runs it.
3. Pay directly. No later than 60 days after the end of each calendar-quarter Settlement Period, the Licensee pays each wallet the amount on its Sheet, using any of that wallet's published Payment Pointers. 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. There are no royalty statements, no usage reports, and no settlement records at OMLA: nothing is reported or submitted to OMLA, and OMLA neither collects nor retains any information about the Licensee's usage, identity, Sheets, or payments. See the No custody block above.
4. Snapshot safe harbor (90 days). A Licensee that resolves a calendar quarter against a validly signed Registry Snapshot that is no more than 90 days old at that quarter's end, and settles per the resulting Sheet, fully discharges its allocation obligation for that quarter — even if Manifests changed after the Snapshot was taken. The Sheet's embedded Snapshot reference, kept in the Licensee's own records (§7), is the safe-harbor evidence; it is never sent to OMLA.
5. Settlement floor (dust). A resolved wallet line of less than US$0.10 for a calendar quarter is non-payable by rule. The Resolver excludes such lines and folds their amounts back into the remaining lines deterministically; no separate carry-forward ledger exists, at OMLA or anywhere else.
6. Payment memo (optional). Where a payment rail supports a memo or reference field, the Licensee is encouraged — but not required — to use the convention OMLA:<model-id-prefix>:<quarter> (for example, OMLA:a1b2c3d4:2026-Q3, using a prefix of the Model's registry id), so Payees can recognize royalty receipts without any intermediary. Omitting the memo does not affect discharge.
7. Unusable pointers. A Payee must keep its published Payment Pointers accurate and usable. If, after reasonable attempts, none of a wallet's published Pointers can technically receive payment, the Licensee's obligation for that line is suspended until a usable Pointer is published; the Licensee should document its attempts in its §7 records. OMLA does not hold the amount, is not notified, and does not rewrite any Sheet.
8. Settlement compliance is the parties' own. Each settling party is solely responsible for its own tax, sanctions, anti-money-laundering, and reporting obligations in connection with a direct payment. OMLA performs no screening of payers or payees because it is not in the payment path.

6. Hoster allocation — removed

1. Removed entirely. Version 2.0 provides no hoster allocation, no reserved hoster configuration field, and no hoster payment path. Earlier versions' reserved (and never operative) hoster configuration does not exist in this version and creates no entitlement or expectation under it.
2. Reserved for future versions. Any future hoster allocation would require a later License version, prospectively accepted under §14; nothing in this version promises one. Hosting providers may participate today as Creators (registering Models they own the rights to license) or by integrating the public registry and Resolver as platforms.

7. Records & creator-initiated audit

1. Keep your own records. Each commercial Licensee must keep records sufficient to reconstruct its self-assessment and settlement for each calendar quarter — its usage ledger and attribution basis (§4.2), its Resolved Settlement Sheets with their embedded Snapshot references, and evidence of the payments made — for 7 years from quarter end. These records are the Licensee's own; nothing is reported or submitted to OMLA.
2. Creator-initiated audit. A Creator entitled to a resolved share for a calendar quarter — including an upstream Creator (§8.2) — that has a good-faith, articulable basis to believe it was materially underpaid may, on at least 30 days' written notice and no more than once per 12 months, require the Licensee to produce the §7.1 records reasonably necessary to verify the assessment and settlement of that Creator's share. The Licensee may make reasonable redactions (for example, customer identities), and the requesting Creator may use the records only to verify and enforce its share and must keep them confidential.
3. No OMLA involvement. OMLA is not a party to, arbiter of, or repository for any audit under this section, and receives none of its materials.

8. Enforcement, complaints & registry integrity

1. Creators enforce. This License is an agreement between Creators and Licensees. Non-payment or underpayment of the royalty is a breach of this License, enforceable by the affected Creators; the commercial grant is automatically suspended by material non-compliance until cured (§2.3). OMLA is not an enforcement agent, collection agent, or party to these claims.
2. Upstream Creators are express third-party beneficiaries. Each upstream Creator whose Model appears in the declared lineage of a Model the Licensee used is an express intended third-party beneficiary of this License with respect to its resolved share, and may enforce the royalty obligation for that share directly against the Licensee, including through §7.2 audit and §13 dispute resolution. This License creates no other third-party beneficiaries.
3. Registry integrity states. A Model's registration carries a public Registry Status: ACTIVE (in good standing), REVOKED (the Creator has prospectively revoked registration under §12.2), or DELISTED (OMLA has removed the listing under §8.4). A non-ACTIVE status is shown in the Manifest. A DELISTED Model no longer appears in registry listings, but its Manifest remains resolvable so that lineage distribution through it continues to reach upstream Creators.
4. Delisting is limited. OMLA may set a Model to DELISTED only for demonstrated fraud (such as false identity, lineage, split, or wallet declarations), legal compulsion, or a valid intellectual-property complaint under the DMCA / IP Dispute Policy. OMLA does not track payment compliance and maintains no payment-compliance states — it could not, since it never sees usage or payments. Registry Status is an integrity signal about the registration, not a statement about any party's payment behavior.
5. Complaints. Anyone may file a complaint (for example, about a wallet, a split, lineage accuracy, or a suspected fraudulent registration) by emailing legal@omla-ai.org. Complaints are reviewed manually; OMLA may notify affected parties and request documentation. OMLA does not host or remove Model files and does not adjudicate IP ownership. Filing a complaint does not automatically change any Registry Status; any status change is a separate, audited action recorded in the registry's tamper-evident log.
6. Review and appeal. A directly affected party may request human review of a registry-integrity 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. The operational steps are described on the Registry Integrity 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. The Manifest is accurate. The Creator represents that the declared lineage DAG is accurate and complete provenance; that the Published Split complies with §3 (retention caps, upstream-share rule, and sums) and allocates each upstream share in good faith relative to the Derivative Model's actual dependence on that parent; and that the Payee Shares accurately allocate the retained share among the entitled parties.
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. The normal browser flow uses Ed25519 only. Advanced API/CLI clients may use supported hybrid Ed25519 + ML-DSA-65 or other accepted post-quantum schemes; Ed25519 alone is not post-quantum. The Creator is solely responsible for 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. Wallets & pointers. The Creator represents that each registered wallet is its own or under the control of the Payee it names, and that each Payment Pointer is accurate, authorized for public display, and kept usable and current. The Creator understands and agrees that Payment Pointers are published publicly to anyone. 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, split, share, wallet, or pointer 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 MANIFESTS, SPLITS, SHARES, SIGNATURES, LINEAGE, SNAPSHOTS, RESOLVER OUTPUT AS APPLIED TO ANY PARTY'S INPUTS, OR THIRD-PARTY SOLVENCY ARE ACCURATE, AND ANY GUARANTEE THAT ANY PAYEE WILL BE PAID OR WILL PAY.
2. No financial services; no knowledge. 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. OMLA additionally keeps no records of usage, payers, or payments — because it never receives them. 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 (revocation). A Creator may prospectively revoke its Model's registration, moving its Registry Status to REVOKED. Revocation withdraws the Model from future commercial licensing; it does not retroactively excuse royalties already accrued from prior Commercial Use, and it does not delete registry, manifest, or audit records. A revoked Model's Manifest remains resolvable so that upstream shares flowing through it continue to reach the entitled Creators.
3. Delisting by OMLA. OMLA may set a Model to DELISTED only as provided in §8.4. Registry Status changes are registry consequences only; OMLA seizes or withholds no funds, because it holds none.
4. Survival. Sections 4–5 (accrued royalty and settlement obligations between the parties), 7 (records and audit), 8 (enforcement, third-party beneficiaries, and registry integrity), 9 (representations/indemnity), 11 (disclaimers), 13 (governing law/disputes), and 14 (general terms) survive termination. Registry, manifest, and audit records may be retained to preserve lineage integrity and declared payee entitlements.

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 2.0 (Direct Settlement), effective 2026-07-16. It is operative and binding, not a draft. Versions 1.0, 1.1, and 1.2 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 and Version 1.2 artifact remain available for verification of their 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 — under this version, by registering or publishing a conforming Manifest under it — 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.