Helpthread · zaridan · Jul 20, 2026 · Jul 20, 2026 · Jul 20, 2026 · Jul 20, 2026
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+# Helpthread Commercial Module License v1.0 (DRAFT for counsel review)
+
+> **Status: DRAFT for counsel review (TJ).** Drafted 2026-07-19. This is a faithful
+> first draft encoding already-made product decisions; it is not legal advice and has
+> not been reviewed by outside counsel — TJ is the reviewing counsel.
+>
+> **Gate:** must clear review **before public launch** — specifically before Stripe is
+> switched to live mode and the marketplace takes real money. It does **not** gate the
+> HT-82 test-mode dogfood, where a placeholder license suffices (`specs/modules/
+> marketplace-v1.md` §8). On adoption, this text **replaces the `All rights reserved`
+> placeholder `LICENSE`** in each paid-module repository.
+
+---
+
+## 1. Parties and subject
+
+This Helpthread Commercial Module License (the **"License"**) is a legal agreement
+between **Resonant IQ, Inc.**, a Delaware corporation (**"Resonant IQ,"** **"we,"** or
+**"us,"** the licensor), and the individual or entity that purchases a subscription to a
+Helpthread commercial module (**"you,"** the **"Licensee"**).
+
+A **"Module"** is a first-party Helpthread extension that Resonant IQ distributes for a
+fee through the official Helpthread marketplace, delivered to you as **Source** — a
+source-code tarball, not a compiled binary. The **"Source"** is the complete tarball
+contents of a Module release as published. This License governs your use of the Module
+and its Source. It does **not** govern the Helpthread core, which is separately licensed
+under the GNU Affero General Public License, version 3.0 (**"AGPL-3.0"**), nor any
+third-party dependency, which each carry their own licenses. Your rights in the Module are
+exercised through the documented module interfaces and out-of-process integration; nothing
+in this License restricts, modifies, or replaces any right you have in the AGPL-licensed
+core under the AGPL-3.0.
+
+Your rights under this License begin when your subscription is active and are subject to
+the survival and termination terms in sections 7 and 8.
+
+## 2. Subscription
+
+The Module is licensed, not sold, on an **annual subscription** basis. A subscription
+grants the rights in section 4 for the paid term and entitles you to Module updates as
+described in section 6 for as long as the subscription remains in good standing.
+
+## 3. Licensing unit — one license, one domain
+
+The unit of licensing is the **domain**. One license authorizes the use of one Module in
+**one helpdesk deployment serving one domain** (the **"Licensed Domain"**). Operating
+the Module for more than one domain requires a separate license — and therefore a
+separate subscription — for each additional domain.
+
+This is a **contractual term**, and it is enforced solely by this License. Consistent
+with section 5, Resonant IQ does **not** and will not verify, meter, or technically
+constrain the number of domains on which the Module runs; the Module contains nothing
+that records, reports, or checks the Licensed Domain. Honoring the one-license-per-domain
+term is your contractual obligation, not a gate the software imposes.
+
+## 4. What you may do
+
+Subject to sections 3 and 5, while your subscription is active you may:
+
+1. **Run** the Module in your helpdesk deployment for the Licensed Domain, whether you
+   self-host it on your own infrastructure or run it through Resonant IQ managed hosting.
+2. **Read** the Source in full.
+3. **Modify** the Source **for your own internal use** — to adapt, configure, fix, or
+   extend the Module for your own Licensed Domain deployment.
+
+Modifications you make for internal use are yours to run under the same terms as the
+unmodified Module, on the Licensed Domain, subject to the same prohibitions in section 5.
+
+**Authorized Users.** The rights in this section are for your **Authorized Users**: your
+employees, contractors, and outsourced support agents acting for you in operating the
+Licensed Domain helpdesk; and your own end-customers, to the extent they interact with
+that helpdesk. Your **affiliates** may exercise these rights as well, but only for the one
+deployment serving the Licensed Domain — not to stand up separate deployments of their
+own, each of which would require its own license under section 3.
+
+## 5. What you may not do
+
+You may **not**, whether with the original Source or any modification of it:
+
+1. **Redistribute** the Source or any Module artifact to any third party.
+2. **Sublicense**, **resell**, rent, lease, or otherwise transfer your rights in the
+   Module to any third party.
+3. **Publish** or publicly disclose the Source, or any modified version of it, in any
+   form or by any means.
+4. **Offer the Module to third parties as a service.** Operate the Module, in original or
+   modified form, to provide hosted, managed, outsourced, white-label, or service-bureau
+   helpdesk services to third-party businesses — that is, make its functionality available
+   to anyone other than your Authorized Users (section 4). Ordinary support of your own
+   customers through your own Licensed Domain helpdesk is expressly permitted and is not a
+   service-bureau use; operating a helpdesk on behalf of other businesses is what this
+   prohibits.
+
+The rights in section 4 exist for **your own** helpdesk. They do not extend to
+distributing, publishing, or commercializing the Module or your modifications of it.
+
+## 6. Updates and their relationship to the subscription
+
+An **active** subscription entitles you to Module updates — new versions as they are
+published — through the Helpthread marketplace's distribution and update channel.
+
+If your subscription **lapses** (payment missed, or the subscription is not renewed),
+you lose access to versions published **after** the lapse only. Every version you were
+entitled to at the moment of lapse remains available to you to download, redeploy, and
+run indefinitely, per section 7. Resuming payment restores access to current versions.
+A lapse is an ordinary non-payment event; it is not a finding of wrongdoing and carries
+no penalty beyond pausing access to **new** releases.
+
+**A lapse does not stop a Resonant IQ-hosted instance.** If Resonant IQ hosts your
+Module instance, that instance **keeps running, indefinitely, at the version you were
+entitled to at the moment of lapse**; it is **not** decommissioned, and it continues to
+serve your deployment until you cancel it or this License terminates under section 8.
+What stops is updates, nothing else. Decommissioning of a hosted instance follows only
+from a **full refund** or a **revocation** (section 8), never from non-payment alone.
+
+## 7. Your held copies keep working — the Surviving Held-Copies License
+
+This is a deliberate and permanent commitment, stated affirmatively because it is part
+of what you are buying. What continues is a **license that survives** — the **"Surviving
+Held-Copies License"** — **not** a transfer of ownership: the Module itself and all of
+Resonant IQ's underlying intellectual property remain Resonant IQ's, and what survives is
+your right to keep and run, under this License, the copies already in your hands.
+
+**Every version of the Module you have already downloaded — and every modification of it
+you have made for internal use — is yours to keep and to run, on the Licensed Domain,
+forever, under this Surviving Held-Copies License, regardless of the state of your
+subscription.** This surviving right includes the right to **create new internal
+modifications of versions you already hold** — to keep adapting, configuring, fixing, and
+extending those copies for your own Licensed Domain deployment — and that right survives
+lapse, full refund, and revocation alike. You own your own original modification
+contributions; the Module itself and Resonant IQ's underlying IP remain Resonant IQ's, and
+every prohibition in section 5 continues to apply to the held copies and to any
+modification of them.
+
+The Module ships with **no digital rights management, no license key check at runtime, no
+activation, no expiry, and no "phone home"** of any kind. Nothing in the Module reaches
+back to Resonant IQ, and nothing in it will stop working because a subscription has lapsed,
+been refunded, or been revoked — because there is nothing in the held bits to switch off.
+
+What a change in subscription state affects is **access to the marketplace's download and
+update channel**, never software already in your hands:
+
+- A **lapse** ends access to versions published after the lapse (section 6). It never
+  reaches versions you already hold, and you keep marketplace access to re-download the
+  versions you were entitled to at the moment of lapse.
+- A **termination** — whether by full refund or by revocation for fraud (section 8) —
+  ends **all** future marketplace download access, including to versions you were
+  previously entitled to, and any instance Resonant IQ hosts on your behalf is
+  decommissioned in accordance with the published managed-hosting policy (a
+  configuration-export grace window applies; section 8). Termination never reaches any
+  copy of the Module, original or modified, that you already hold and run on your own
+  infrastructure: those copies continue under the Surviving Held-Copies License above,
+  because there is nothing in them to switch off.
+
+This guarantee is why the licensing unit in section 3 can rest on contract alone: we
+would rather state the terms plainly and trust you to honor them than degrade the
+product with enforcement machinery that would make it hostile to the people who own it.
+
+## 8. Termination
+
+Termination under this section ends the **forward entitlement** this License grants — your
+right to new downloads and updates, all future marketplace download access (including to
+versions you were previously entitled to), and any Resonant IQ-hosted service. It does
+**not** disturb the **Surviving Held-Copies License** in section 7, which is a separate,
+defined right that continues for the copies already in your hands and your internal
+modifications of them. "Terminated" and "survives" therefore refer to two different things:
+the forward entitlement terminates; the Surviving Held-Copies License survives.
+
+**Full refund.** If your purchase is refunded in full within the refund window stated in
+the marketplace **terms of sale** (fourteen (14) days from purchase; only a refund of the
+full purchase price terminates — partial or goodwill refunds do not affect this License),
+the forward entitlement under this License terminates: your entitlement to new downloads
+and updates ends, and all future marketplace download access ends, including to versions
+you were previously entitled to. A Resonant IQ-hosted instance is decommissioned after the
+configuration-export grace period stated in those terms (seven (7) days), during which you
+may export the instance's configuration. Section 7 governs what the termination does
+**not** reach.
+
+**Revocation for fraud.** Resonant IQ may revoke this License for confirmed fraud — for
+example a stolen payment method, a fraudulent chargeback, or redistribution or resale of
+the Source in knowing breach of section 5 — following an actual investigation.
+Revocation ends the forward entitlement and all future marketplace download access
+(including to previously entitled versions) and, for a hosted instance, results in
+immediate decommissioning. Revocation is never triggered automatically by a payment
+dispute merely being filed. Section 7 again governs what revocation does **not** reach.
+
+**Ordinary breach is not fraud.** A non-fraudulent breach of the terms of sale — running
+a second deployment on a single-domain License, say — is **not** grounds for revocation
+under this section. Revocation is reserved for confirmed fraud, because its consequences
+(immediate loss of download access and decommissioning of a hosted instance) are the
+harshest this License provides. Ordinary breach is a commercial matter, handled under the
+terms of sale.
+
+The full mechanics and exact time windows of refunds, disputes, and hosted-instance
+decommissioning are set out in the marketplace **terms of sale** and **managed-hosting
+terms**, and are not restated in full here; this section states only their effect on
+this License.
+
+Sections 5, 7, 9, 10, 11, 12, and 13 survive termination of this License.
+
+## 9. Warranty disclaimer
+
+The Module and its Source are provided **"as is"** and **"as available,"** without
+warranty of any kind. To the maximum extent permitted by applicable law, Resonant IQ
+disclaims all warranties, whether express, implied, or statutory, including any implied
+warranties of merchantability, fitness for a particular purpose, title, and
+non-infringement, and any warranty arising from course of dealing or usage of trade.
+Resonant IQ does not warrant that the Module will be uninterrupted, error-free, or free
+of harmful components, or that it will meet your requirements.
+
+## 10. Limitation of liability
+
+To the maximum extent permitted by applicable law, Resonant IQ will not be liable for any
+indirect, incidental, special, consequential, exemplary, or punitive damages, or for any
+loss of profits, revenue, data, or goodwill, arising out of or relating to the Module or
+this License, whether in contract, tort, or otherwise, even if advised of the possibility
+of such damages.
+
+Resonant IQ's **total aggregate liability** arising out of or relating to the Module or
+this License will not exceed the **fees you actually paid to Resonant IQ for the Module
+in the twelve (12) months** immediately preceding the event giving rise to the claim.
+
+**No indemnity based on upstream contributor representations.** Resonant IQ offers no
+indemnification obligation predicated on representations, warranties, or covenants of
+third-party or community contributors to the Helpthread project. Consistent with the
+Helpthread charter's licensing structure (CHARTER.md §3), the project accepts
+contributions under the Developer Certificate of Origin without a contributor license
+agreement, and therefore without the warranties or indemnities a CLA would collect; any
+indemnity Resonant IQ may separately agree to is priced and scoped without reliance on
+upstream contributor representations.
+
+## 11. Governing law
+
+This License is governed by the laws of the **State of Delaware**, United States,
+without regard to its conflict-of-laws rules. *(Verified: Certificate of
+Incorporation of Resonant IQ, Inc., a Delaware corporation, filed with the Delaware
+Secretary of State May 19, 2026, file no. 10629316 — corporate records on file.)*
+
+## 12. Entire agreement and order of precedence
+
+This License, together with the marketplace terms of sale and — where you use managed
+hosting — the managed-hosting terms and data-handling disclosure, constitutes the entire
+agreement between you and Resonant IQ regarding the Module, and supersedes any prior or
+contemporaneous understandings on that subject.
+
+Each of these documents governs its own domain, and on any conflict each controls within
+that domain:
+
+- **This License** controls the **code-use mechanics** — what you may and may not do with
+  the Module and its Source (sections 4, 5, and 7).
+- The marketplace **terms of sale** control the **commerce** — pricing, refunds, lapse,
+  disputes, and the domain-count economics of purchasing.
+- The **managed-hosting terms** (and data-handling disclosure) control **hosted
+  operations** — how a Resonant IQ-hosted instance is run, decommissioned, and its data
+  handled.
+
+Where the documents appear to conflict, the one whose domain the matter falls into
+controls for that matter; no document is read to override another outside its own domain.
+
+## 13. General provisions
+
+- **Severability.** If any provision of this License is held unenforceable, that provision
+  is enforced to the maximum extent permissible and the remaining provisions stay in full
+  effect.
+- **Waiver.** No failure or delay by Resonant IQ in exercising any right under this License
+  waives that right, and no single or partial exercise forecloses any further exercise. A
+  waiver is effective only if in writing and signed by Resonant IQ.
+- **Notices.** Notices under this License are given in writing through the contact channels
+  stated in the marketplace terms of sale (to Resonant IQ) and to the account and billing
+  contact on your marketplace account (to you).
+- **Assignment; change of control.** You may not assign or transfer this License, in whole
+  or in part, without Resonant IQ's prior written consent, except that this License
+  transfers with a sale of all or substantially all of the licensee's business or assets to
+  which the Licensed Domain belongs, for continued use on that same Licensed Domain, on
+  written notice to Resonant IQ. Any other purported assignment is void. Resonant IQ may
+  assign this License in connection with a merger, acquisition, or sale of its business.
+
+---
+
+### Notes to counsel (not part of the License)
+
+- **Governing law / incorporation — VERIFIED 2026-07-19.** Delaware confirmed against the
+  filed Certificate of Incorporation (Delaware SoS, filed May 19, 2026, file no. 10629316)
+  in the company's corporate records. Venue/forum-selection remains undrafted (outside the
+  decided scope) — add if desired.
+- **Cross-references left as pointers, by instruction.** The refund window (14 days),
+  full-refund-only termination, and the config-export grace window (7 days) — all
+  CONFIRMED by TJ 2026-07-19 (spec §10 resolution block) — are referenced with their
+  decided values but their full mechanics live in the terms of sale / managed-hosting
+  terms rather than being restated here.
+- **Scope held to the decided space.** Multi-domain / bulk licensing is deliberately not
+  drafted (decision: "may exist later; do not draft it"). Severability, waiver, notices,
+  and assignment/change-of-control were added per the adjudicated Codex-review fixes
+  (2026-07-19, HT-5); no arbitration clause and no venue/forum-selection clause beyond the
+  Delaware governing law in section 11 is included. Export-control remains undrafted.