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Tengu Dual Licensing Agreement – Commercial License Terms

Version 1.6 – Effective March 1, 2025

This document outlines the terms for the Commercial License of Tengu. The free version remains available under the GNU Affero General Public License v3.0 (AGPLv3) as detailed in LICENSE. By purchasing a commercial license via SOL payment, Tengu Token (TENGU), or holding a Tengu NFT, you agree to be bound by the terms below. NFT holders receive Tier 2 rights and may earn TENGU rewards, including potential airdrops. For inquiries or to purchase a license or NFT, contact us at [[email protected]].

Tengu Dual Licensing Agreement – Commercial License Terms​

Version 1.6 – Effective March 1, 2025

1. Definitions​

1.1. “Software” Refers to Tengu, including all source code, binaries, modules, documentation, and other related materials provided by the authors.

1.2. “AGPL License” Refers to the GNU Affero General Public License version 3.0 (AGPL-3.0), under which the free version of Tengu is distributed.

1.3. “Commercial License” Refers to this agreement, which grants additional rights for commercial use beyond the AGPL-3.0 upon payment of the applicable fee, TENGU, or ownership of a Tengu NFT.

1.4. “Licensee” Refers to any individual or entity obtaining a Commercial License by paying the applicable fee, TENGU, or holding a valid Tengu NFT.

1.5. “Tier” Refers to the level of commercial rights purchased or granted, as detailed in Section 2.

1.6. “Sol” Refers to the cryptocurrency Solana (SOL), used as a payment option for commercial licensing fees. Fees are denominated in SOL, with conversions based on CoinMarketCap rates on the payment date (or the previous trading day if unavailable).

1.7. “Tengu Token (TENGU)” Refers to the SPL Token issued by the authors on the Solana blockchain, used for payments, rewards, and ecosystem incentives.

1.8. “Commercial Use” Refers to any use of Tengu for profit-generating purposes, including but not limited to integrating into proprietary products, providing services (e.g., SaaS), or distributing for revenue.

1.9. “Derivative Works” Refers to any modifications, adaptations, translations, or other derivative forms of Tengu, as defined under the AGPL-3.0.

1.10. “License Key” Refers to the unique identifier provided by the authors upon payment or NFT verification, used to activate the specific tier of commercial rights.

1.11. “NFT Holder” Refers to an individual or entity holding a valid Tengu NFT, issued or recognized by the authors, verifiable on the Solana blockchain. Each NFT entitles the holder to Tier 2 rights as specified in Section 3.2.

2. License Options and Payment Structure​

2.1. Tier 1 – Free (AGPL):

  • Tengu is available free of charge solely under the AGPL-3.0. Non-paying users do not receive the commercial rights granted in this agreement.

2.2. **Tier 2 – 1 SOL or NFT Ownership:**INITIAL-DRAFT

  • The Licensee may obtain Tier 2 rights by:
    • Paying 1 SOL; or
    • Holding a valid Tengu NFT (1 NFT = 1 Tier 2 license).
  • Rights are described in Section 3.2. NFT Holders may earn TENGU rewards, including potential airdrops, per Section 2.7.
  • Only 1,000 NFT.

2.3. Tier 3 – 5 SOL or Equivalent TENGU:

  • Upon payment of 5 SOL or equivalent TENGU (market rate), the Licensee is granted the rights in Section 3.3. NFT Holders upgrading pay 4 SOL or equivalent TENGU.
  • Only 100 NFT.

2.4. Tier 4 – 50 SOL or Equivalent TENGU:

  • Upon payment of 50 SOL or equivalent TENGU (market rate), the Licensee is granted the rights in Section 3.4. NFT Holders upgrading pay 29 SOL or equivalent TENGU.
  • Only 10 NFT.

2.5. Tier Adjustments:

  • Upgrades: The Licensee may upgrade by paying the difference between tiers in SOL or TENGU (1 SOL/TENGU credit for NFT Holders). Upgrades take effect upon payment.
  • Downgrades: Not permitted; fees are non-refundable unless agreed in writing.
  • Proof: Each adjustment requires an updated License Key.

2.6. NFT Verification and Transferability:

  • Tier 2 rights via NFT require proof of ownership via a Solana wallet address. The license is tied to the NFT and transfers with it, unless revoked under Section 5. Lost or stolen NFTs do not entitle replacement licenses.

2.7. TENGU Rewards and Airdrops:

  • NFT Holders and Tier 2+ users may earn TENGU rewards based on usage or holding duration (e.g., 100 TENGU/NFT/year, 500 TENGU/Tier 3/year, 1000 TENGU/Tier 4/year), subject to availability.
  • Random airdrops of TENGU may occur at the authors’ discretion, with no guaranteed timing or amount.

3. Grant of License Rights​

3.1. Tier 1 (AGPL License):

  • Non-paying users are bound by AGPL-3.0, including source code disclosure obligations.

3.2. Tier 2 Rights (1 SOL or NFT Ownership):

  • (a) Non-exclusive, worldwide, perpetual license to use, modify, and distribute Tengu for Commercial Use.
  • (b) Modifications exempt from AGPL-3.0 disclosure if used internally or distributed under this Commercial License.
  • (c) Redistribution requires modification notice and retention of copyright notices.

3.3. Tier 3 Rights (5 SOL or Equivalent TENGU):

  • In addition to Tier 2:
  • (a) Right to sublicense Tengu or modifications, subject to Section 5.
  • (b) Integration into proprietary products without source code disclosure.

3.4. Tier 4 Rights (50 SOL or Equivalent TENGU):

  • In addition to Tier 3:
  • (a) Priority technical support (48-hour response, business days) and premium updates.
  • (b) Binary-only distribution without source code disclosure.
  • (c) Custom feature requests, per Appendix A SLA.
  • (d) Exclusive access to advanced modules (if available).

4. Payment Terms​

4.1. Payment Timing and Method:

  • Fees must be paid in full via SOL or TENGU on the Solana blockchain at activation. NFT ownership substitutes for Tier 2 payment.

4.2. Exchange Rate Determination:

  • SOL/TENGU rates are based on CoinMarketCap data on the payment date (or previous trading day if unavailable).

4.3. Transaction Confirmation:

  • Payments require two (2) confirmations within 24 hours on the Solana blockchain. Keys are issued within 48 hours of confirmation or NFT verification.

4.4. Proof of Payment or Ownership:

  • The License Key is proof of rights. No key, no Commercial License rights.

4.5. Consequences of Payment Failure:

  • If payment fails (excluding NFT ownership), only AGPL-3.0 rights apply until corrected.

4.6. Non-Refundable Fees:

  • Payments and NFT purchases are non-refundable, except as required by law or agreed in writing.

5. Term and Termination​

5.1. Effective Date and Duration:

  • Effective upon payment or NFT verification and key issuance, perpetual unless terminated.

5.2. Termination Conditions:

  • Termination if the Licensee:
  • (a) Fails to pay (excluding NFT Holders);
  • (b) Exceeds tier scope;
  • (c) Distributes without authorization or infringes IP;
  • (d) Violates sublicensing/export terms.

5.3. Termination Procedure:

  • 30-day cure period after written notice, unless breach is irreparable.

5.4. Post-Termination Obligations:

  • Cease Commercial Use, destroy/return copies, revert to AGPL-3.0. Fees retained or NFT rights revoked.

6. Disclaimer of Warranty​

6.1. “As Is” Provision:

  • Tengu is “AS IS,” no warranties, to the maximum extent permitted by law.

6.2. No Specific Warranties:

  • No merchantability, fitness, or non-infringement warranties.

6.3. Third-Party Risks:

  • Licensee assumes third-party IP claim risks.

7. Limitation of Liability​

7.1. Exclusion of Liability:

  • No liability for indirect or consequential damages, to the maximum extent permitted by law.

7.2. Licensee’s Risk:

  • All risks (e.g., vulnerabilities, claims) borne by Licensee.

7.3. Liability Cap:

  • Liability capped at fees paid or NFT market value at purchase.

8. Governing Law and Dispute Resolution​

8.1. Governing Law:

  • Governed by Delaware, USA law, excluding conflict principles.

8.2. Dispute Resolution:

  • Binding arbitration in Wilmington, Delaware, under AAA rules.

8.3. International Applicability:

  • English arbitration, enforceable globally; ICC rules optional for non-US Licensees.

9. Miscellaneous​

9.1. Entire Agreement:

  • Supersedes prior agreements.

9.2. Amendments:

  • Written and signed by both parties.

9.3. Severability:

  • Unenforceable provisions do not affect others.

9.4. Intellectual Property Ownership:

  • Tengu and Derivatives owned by authors, except as licensed.

9.5. Data Privacy:

  • Licensee complies with data protection laws (e.g., GDPR, CCPA).

9.6. Export Control:

  • Compliance with US and applicable export laws.

9.7. Force Majeure:

  • No liability for delays due to force majeure, with notice.

Appendix A: Service Level Agreement (SLA)​

  • Support Response Time: 48 hours (business days).
  • Custom Feature Requests: Written submission; 14-day response on feasibility and fees.
  • Advanced Module Access: Granted via License Key, if available.

By paying for a Commercial License at Tier 2, Tier 3, or Tier 4, or holding a Tengu NFT, the Licensee agrees to these terms.

Appendix B: Governing Law, Dispute Resolution & Legal Disclaimer​

B.1 Acceptance by Use​

By accessing or using this software, protocol, NFT, or token, you acknowledge that you have read, understood, and agreed to all provisions of this appendix. If you do not agree with any part of these terms, you must not use, access, or interact with the protocol or any of its components.

B.2 Governing Law​

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, United States, excluding its conflict of law principles.

Where required by mandatory rules of the user's jurisdiction, the following local laws may apply as supplementary:

  • EU Users: Dutch Law
  • UK Users: Law of England and Wales
  • Singapore Users: Singapore Law
  • Hong Kong Users: Law of the Hong Kong SAR
  • Japan Users: Japanese Law
  • Mainland China Users: PRC Law (where applicable)
  • Middle East Users: UAE DIFC Law
  • Israel Users: Israeli Law
  • Turkey Users: Turkish Law
  • Iran Users: Iranian Law (user assumes all compliance risks)

In case of any conflict in interpretation, the English version of this Agreement shall prevail.

B.3 Dispute Resolution​

Unless otherwise agreed in writing, any disputes arising out of or in connection with this Agreement shall be finally resolved through binding arbitration in Wilmington, Delaware, administered under the Commercial Arbitration Rules of the American Arbitration Association (AAA). The arbitration shall be conducted in English. The award shall be final and enforceable worldwide.

Optional Regional Arbitration (if the primary venue is unenforceable):​

  • EU: The Hague under NAI Rules
  • UK: London under LCIA Rules
  • Asia: Singapore (SIAC) or Hong Kong (HKIAC)
  • International: Paris under ICC Rules
  • Middle East: Dubai (DIAC), Istanbul (ISTAC), Tel Aviv (Israeli Arbitration Law), Tehran (only if foreign arbitration is legally recognized)

Users expressly waive the right to participate in class actions, joint litigation, or jury trials.

B.4 Protocol Nature Statement​

This protocol is open-source, decentralized, and experimental. It is intended solely as a technical system for permissioned interaction and tooling. It does not constitute a security, financial product, commodity, fundraising mechanism, or investment advice. Acquisition, holding, or transfer of NFTs or tokens does not establish any investor relationship or legal dependency on the developers.

B.5 Functional Limitations​

NFTs and tokens may only be used in the following lawful scenarios:

  • Protocol interaction and access validation
  • DAO governance and identity attestation
  • Invocation of APIs, AI models, and behavior-based proof systems

They must not be used for unlawful activity, speculation, regulatory avoidance, or any criminal purpose.

B.6 Liability Disclaimer​

The developers and contributors assume no liability for:

  • Loss of digital assets or protocol malfunctions
  • Transaction errors, data inaccuracies, or unrealized expectations
  • Failures arising from third-party APIs, AI models, or oracles
  • Service interruptions due to legal or regulatory changes

This protocol does not constitute a service agreement and provides no warranty of availability, support, or performance.

B.7 User Risk Acknowledgment​

By using the protocol, users confirm that:

  • They assume full responsibility for all actions and outcomes
  • They understand that tokens and NFTs are not securities or investment products
  • They have conducted all necessary legal and regulatory due diligence
  • They waive any right to punitive, indirect, or consequential damages

B.8 Anti-Abuse and Litigation Clause​

  • Users must provide written notice to the developers at least 30 days before initiating any legal claim
  • Frivolous or malicious litigation will lead to access termination, public disclosure, and countersuit
  • The developers reserve the right to recover all damages, including legal fees and reputational harm
  • Disputes must be handled on an individual basis; class actions and joint arbitrations are strictly prohibited

B.9 Decentralization and Non-Custodial Disclaimer​

The protocol and its developers:

  • Do not hold or custody user assets or private keys
  • Do not intermediate, execute, or match on-chain transactions
  • Do not offer token redemption, buyback, or destruction mechanisms
  • All on-chain interactions are user-initiated and user-signed only