Cooperative Endorsement Commercial License. Published 2026-09-17 by Liana Banyan Corporation. Not legal advice. Not an offer. Has no effect until signed by both parties.

COOPERATIVE ENDORSEMENT COMMERCIAL LICENSE

Between Liana Banyan Corporation (Wyoming) (“Licensor”), which holds a license from Upekrithen LLC (Wyoming), owner of the copyrights in the Software and of the Patent Portfolio, and grants the rights in this Commercial License to Licensee as a sublicense under that license (Section 2C), and the Licensee named in the Order Form.

This agreement (the “Commercial License”) grants the rights that the Mnemosyne Cooperative Source License 2.0 (the “Source License”, LICENSE.md) withholds from Commercial Use. Capitalized terms not defined here have the meaning given in the Source License. “Commercial Use” has the meaning in Source License 4.1.

ORDER FORM

Signed for Licensor: ______________________ Name / Title / Date

Signed for Licensee: ______________________ Name / Title / Date

1. DEFINITIONS

“License Year” means each successive twelve-month period from the Effective Date.

“Measured Annual Savings” has the meaning in Exhibit A.

“Initial Term” has the meaning in Section 6(a).

“Substrate Network” has the meaning in Source License 4.5.

“Substrate Claims” means the applications and claims designated as such in the Portfolio Schedule (Source License 4.4).

“Affiliate” and “Gross Revenue” have the meaning in Source License 4.1.

“Network Material” has the meaning in the Substrate Network Terms.

“Government Body”, “Federal Government”, “State Government”, and “Local Government” have the meaning in Source License 4.1.

“Cooperative Member” means a natural person who is a Liana Banyan member in good standing.

“Employ the World” means the Liana Banyan cooperative’s labor and bounty board, through which work is posted, claimed, verified, and paid on its published terms.

“Harper Guild” means the Liana Banyan cooperative’s Initiative #12, the Harper Guild, which holds the cooperative’s standards for fair employment, HR, and ethics.

“Initiatives” means the sixteen Liana Banyan cooperative Initiatives listed in Schedule 4A-1.

“Verified Net Savings” means, for any period, the adjusted Baseline cost of the work done in that period, minus the Actual Eligible Cost of that work, minus the cache and implementation cost of that work, each as defined and computed in Exhibit A. “Measured Annual Savings” means the Verified Net Savings for a License Year, and every reference in this Commercial License to Measured Annual Savings is to Verified Net Savings.

“Annual AI Spend”, “Band”, “Offer Date”, “Offer Expiry Date”, “Founding Cohort”, “Speed Rate”, “Scoped Pilot”, and “Guaranteed Yearly Minimum” have the meaning in Exhibit C.

“Prepaid Fee Credit” has the meaning in Section 3C. A Prepaid Fee Credit is a billing credit against license fees under this Commercial License only. It is not a Liana Banyan member Credit, Mark, or Joule, and none of those is ever a Prepaid Fee Credit.

“Tribal Government”, “Territorial Government”, “District of Columbia Government”, “Foreign National Government”, and “Foreign Subnational Government” have the meaning in Source License 4.1.

2. GRANT

For the term of this Commercial License and within the Scope stated in the Order Form only, Licensor grants Licensee:

(i) a non-exclusive, non-transferable license under the copyright in the Software for Commercial Use;

(ii) a non-exclusive, non-transferable license under the Patent Portfolio as it applies to the Substrate Claims, for Licensee’s licensed Commercial Use only;

(iii) access to the Substrate Network under Section 9 and the Substrate Network Terms (NETWORK_TERMS.md); and

(iv) a license of the Marks and the Cooperative Endorsement certification under Section 10.

It grants nothing else. It does not license, and is not required for, code Licensor releases under the Apache License 2.0, which is governed by that license alone. Rights not expressly granted are reserved.

Commercial Use outside the Scope stated in the Order Form is unlicensed. For any such use Licensee owes, as the agreed measure of Licensor’s loss and not as a penalty, the fee that would have been payable under Section 3 at the undiscounted rate for that use, plus the cost of any audit that found it.

2A. PROVIDER LICENSE AND DIRECT DEPLOYMENT: COVERAGE FOLLOWS WHERE THE SUBSTRATE RUNS

“Operate the Substrate” has the meaning in Source License 4.1. Every Commercial License is one of two types, stated on the Order Form.

(a) Provider License. A Licensee that Operates the Substrate inside a model, AI, or other service it offers to customers holds a Provider License for that service as described on the Order Form (the “Covered Service”). Licensee pays the fee under Section 3 or 3B on its own Measured Annual Savings, valued under Exhibit A A5.2, may elect Tier 2 under Section 4, and, on Track 2, funds Mirror Roles under Section 3A for its own installation and operation of the Substrate. A deployment dedicated to one customer, or run in a customer’s own cloud account, is part of the Covered Service only if the Order Form lists it.

(b) Customers of a Covered Service are covered. Each customer’s use of the Covered Service, through the service, is licensed under Licensee’s Provider License, including use by businesses and by Government Bodies, the Federal Government included. That customer needs no separate Commercial License and pays Licensor no fee for that use. Coverage reaches only use inside the Covered Service and ends for any period in which the Provider License is not in effect.

(c) Direct Deployment. A Licensee that Operates the Substrate for its own use holds a Direct Deployment license. Licensee pays the fee under Section 3 or 3B on its own Measured Annual Savings and, on Track 2, funds its own Mirror Roles under Section 3A. The Federal Government, a Foreign National Government, a business, or any other Licensee pays on Direct Deployment on the same terms. A State Government, Local Government, Tribal Government, Territorial Government, or the District of Columbia Government may elect the Program in Section 4A. A Foreign Subnational Government may elect it only on the conditions in Section 4A(h).

(d) No double charge. Each dollar of savings is measured and billed once, under the Commercial License of whoever Operates the Substrate that produced it (Exhibit A A5.3). A Licensee that Operates the Substrate itself cannot claim a provider’s coverage for its own deployment: using a Covered Service covers only use inside that service, and never licenses a deployment the user runs.

2B. TWO TRACKS

Every Commercial License is on one of two tracks, stated on the Order Form. Either track may be a Provider License or a Direct Deployment under Section 2A.

(a) Track 1, Starter. Self-serve, month-to-month, under Section 3B, and open only to a Licensee whose Annual AI Spend is under USD 1,000,000 (Section 3B(f)): thirty percent (30%) of Verified Net Savings, no fee for a month with no Verified Net Savings, no signing payment, no yearly minimum, ended by either party on thirty (30) days’ notice. At or above USD 1,000,000 of Annual AI Spend, Track 2 applies (Section 3B(g)).

(b) Track 2, Enterprise or Provider. A committed Initial Term of three (3), five (5), or ten (10) License Years under Sections 3 and 6 and Exhibit C: a tiered share of Verified Net Savings, a Scoped Pilot, a Signing Payment, and a Guaranteed Yearly Minimum set by Band.

(c) Common terms. On both tracks the fee is computed only on Verified Net Savings under Exhibit A, never on revenue and never on total infrastructure spend; Sections 2A, 4, 4A, 5, 7, and 9 to 16 apply; Section 3A (Mirror Clause) applies to Track 2 only and does not apply to Track 1, except as a condition of the Program in Section 4A; and a Licensee may move from Track 1 to Track 2 by signing a Track 2 Order Form, which ends its Track 1 terms on the Track 2 Effective Date.

2C. SUBLICENSE CHAIN AND CONDITIONS BEFORE SIGNING

(a) Chain. Upekrithen LLC licenses the copyrights in the Software, the Patent Portfolio, and the other rights granted in Section 2 to Liana Banyan Corporation. Liana Banyan Corporation grants every right in this Commercial License to Licensee as a sublicense and receives every fee under it. Upekrithen LLC is not a party to this Commercial License and receives no payment from Licensee under it [COUNSEL].

(b) Conditions before signing. Licensor does not send any Order Form for signature or offer any Track 1 click-through acceptance, and no Order Form takes effect, until counsel has confirmed in writing that the license from Upekrithen LLC to Liana Banyan Corporation permits sublicensing on these terms and that every amendment to that license these terms require has been signed [COUNSEL].

3. FEE (TRACK 2, ENTERPRISE OR PROVIDER)

This Section applies to Track 2. Track 1 is governed by Section 3B.

(a) Tiered share of Verified Net Savings. For each License Year, the fee is the sum of three marginal slices of that License Year’s Verified Net Savings, determined under Exhibit A:

(i) on the first five million US dollars (USD 5,000,000), the Term Rate for the Initial Term under Section 6(a): twenty-five percent (25%) for a three-year term, twenty percent (20%) for a five-year term, or fifteen percent (15%) for a ten-year term, or, for the License Years it covers, the Speed Rate under Exhibit C C2;

(ii) on the part above USD 5,000,000 and up to USD 25,000,000, fifteen percent (15%); and

(iii) on the part above USD 25,000,000, ten percent (10%).

Each rate applies only to the savings inside its slice, so that a dollar of savings above a threshold never changes the rate on any dollar below it. The thresholds are per License Year. Each quarterly invoice under Section 5(a-1) is the fee under this subsection computed on year-to-date Verified Net Savings for the License Year, at the rates for that License Year, minus the fees already invoiced under this subsection for that License Year; a quarter for which that result is zero or less invoices no fee under this subsection. No rate applied to any slice in any billing period is below ten percent (10%), after every discount, Speed Rate, and member discount. The exact rate for each slice and each License Year is written on the Order Form; no rate is stated as “points off” another. Each renewal License Year after the Initial Term is charged at Licensor’s published rates in effect at the start of that renewal (Section 6(a)); Founding Cohort rates and other Speed Rates do not carry into any renewal.

(a-1) Signing Payment. Licensee pays the Signing Payment for its Band (Exhibit C, Table C-3) in cleared funds. For the USD 1M+ Band the Signing Payment is an activation fee of USD 2,500. The Signing Payment is non-refundable, including on exit under Section 6(d), except under Section 3D, and is credited at one US dollar (USD 1.00) per dollar against fees under this Section as they fall due until it is used up. The USD 1M+ Band activation fee is credited the same way, against License Year 1 fees. The Scoped Pilot fee is credited against the Signing Payment under Exhibit C C4. The Signing Payment is not a Prepaid Fee Credit.

(a-2) Guaranteed Yearly Minimum. For every License Year of the Initial Term, Licensee pays the greater of (i) the Guaranteed Yearly Minimum for its Band stated on the Order Form and (ii) its fee under (a). The minimum is credited against the fee: Licensee pays the higher amount, never both. The Guaranteed Yearly Minimum is owed for every License Year of the full Initial Term, including License Years after Licensee ceases use under Section 6(d), subject to Licensee’s election of the early-exit fee under Section 6(d), and except that no Guaranteed Yearly Minimum accrues after Licensee ends this Commercial License under Section 3D(a) [COUNSEL]. Prepaid Fee Credit may satisfy at most fifty percent (50%) of each License Year’s Guaranteed Yearly Minimum; at least half of it is paid other than by Prepaid Fee Credit (Section 3C(e)).

(b) Minimum Annual Fee. In no License Year is the fee less than the Minimum Annual Fee stated on the Order Form, fixed for the Initial Term. Licensor sets that figure at its published annual cost of administering a Commercial License plus twenty percent (20%), published at mnemosynec.ai/license, and resets it at each renewal to that then-published cost plus twenty percent (20%) [counsel to confirm]. During the Initial Term the Order Form figure is the operative amount; neither party may reopen it by reference to Licensor’s costs. Until first published, the figure is USD 497 (placeholder). The Guaranteed Yearly Minimum is never lower than the Minimum Annual Fee.

(c) Basis. The fee is computed on Verified Net Savings, never on revenue and never on total infrastructure spend. A License Year with zero or negative Verified Net Savings carries only the Guaranteed Yearly Minimum.

(d) Member discount. A Licensee that is a Liana Banyan member in good standing receives a twenty percent (20%) discount on the rate applied to each slice under (a), applied after any Speed Rate. The member discount never takes the rate on any slice below ten percent (10%): it cannot stack with any Speed Rate or other discount below that floor, and a slice already charged at ten percent (10%) receives no member discount. It never reduces the amount due below the Guaranteed Yearly Minimum or the Minimum Annual Fee. Membership is only this discount: it never makes any Commercial Use free and never substitutes for this Commercial License. Membership is never required.

(e) Government Bodies. A Government Body pays the fee under this Section on the same terms as any other Licensee. Government use is Commercial Use (Source License 4.1(h)), and there is no public-service exception: an agency that saves money pays like a company. A Government Body’s use of a Covered Service is covered under Section 2A(b) and needs no Commercial License. The Federal Government pays the full fee under (a) and (b) in every License Year of a Direct Deployment and is never eligible for the Program in Section 4A. A State Government, Local Government, Tribal Government, Territorial Government, or the District of Columbia Government pays the full fee except for any License Year, or part of one, in which its fee is waived under Section 4A. A Foreign National Government pays the fee on the same terms as any company in every License Year, is never eligible for the Program in Section 4A, and may be a Licensee only while it meets the sanctions and export conditions in Section 4A(h)(i) to (iii), applied to it in the same way, with the same right of Licensor to suspend or end its Commercial License [COUNSEL]. A Foreign Subnational Government may be a Licensee, and may elect the Program in Section 4A, only while it meets the conditions in Section 4A(h), and while it pays, it pays the fee on the same terms as any company [COUNSEL]. This subsection (e) applies on both tracks.

3A. MIRROR CLAUSE (REQUIRED; A FUNDED SERVICE COMMITMENT)

(a) Requirement. For every Substrate Role that Licensee fills, Licensee funds one Mirror Role, held by a Cooperative Member, for the same period. This Section is a condition of this Commercial License. It applies to every Track 2 Licensee, including every Government Body, and, as a condition of the Program in Section 4A, to every Eligible Government in that Program on either track; it does not otherwise apply to a Track 1 Licensee (Section 2B(c)). It is not waived by the member discount, by any discount under Section 6(e), or by the Program in Section 4A.

(b) Counting. “Substrate Role” means each position that Licensee fills, in whole or in part, to install, integrate, configure, operate, maintain, or support the Software or Licensee’s connection to the Substrate Network for its Commercial Use, whether the position is held by an employee, an individual contractor, or personnel of a service provider acting for Licensee. Substrate Roles are counted in full-time equivalents on the last day of each calendar quarter [counsel to confirm], so a position that spends half its working time on that work counts as one half. Each Mirror Role is funded at the same full-time equivalent, and for the same quarter, as the Substrate Role it mirrors. The count depends on the work, not on the technology, tools, or vendors Licensee uses to do it. Licensee reports its count within thirty (30) days after each quarter end, and the count is subject to audit under Section 7.

(c) Mirror Rate. Licensee funds each Mirror Role at the Mirror Rate stated on the Order Form: the amount Licensee pays through Employ the World for a full-time Mirror Role for a year, prorated for the full-time equivalent and the period. The Mirror Rate may not be less than the total cash compensation Licensee pays, or pays a provider for, the Substrate Role it mirrors, for the same full-time equivalent and period [counsel to confirm the parity floor and the treatment of benefits]. It is reviewed at each anniversary and never falls below that floor.

(d) Funded whether or not Licensee assigns work; the funding always buys real work. Licensee funds each Mirror Role for its full period whether or not Licensee assigns the Cooperative Member who holds it (the “Mirror Member”) any installation or operating work, and the Mirror Funding always pays for work actually performed:

(i) Licensee may assign the Mirror Member work installing, integrating, operating, maintaining, or supporting the Software, or other work Licensee needs done that is reasonably within the Mirror Member’s skills;

(ii) for any time for which Licensee assigns no work, the Mirror Member performs other work posted through Employ the World: work for Licensee’s other needs, where Licensee posts it, and otherwise work for the cooperative’s Initiatives; and

(iii) the Mirror Member’s work and time are recorded through Employ the World, and Licensee may examine that record.

The Mirror Funding is payment for those services. It is not a fee to Licensor, not liquidated damages, and not a penalty, and it is payable in full because the services are performed and directed to real work under (i) or (ii).

(e) Selection. Mirror Members are selected through Employ the World by open posting to Cooperative Members, under the Harper Guild’s fair-employment standards. Licensee may set reasonable, job-related qualifications for work it assigns under (d)(i), and may ask for a replacement Mirror Member on a legitimate, non-discriminatory ground, which the Harper Guild decides. A person who already holds a Substrate Role for Licensee may not hold the Mirror Role that mirrors it.

(f) Pay goes to the member; Licensor never holds it. Licensee pays the Mirror Funding through Employ the World on its published Cost+20% terms, under which the Mirror Member keeps eighty-three point three percent (83.3%) of what the work pays. The Mirror Member’s pay goes to the Mirror Member. Licensor never holds, escrows, or distributes any Mirror Member’s pay.

(g) Failure to fund. Mirror Funding not paid when due is an amount unpaid under Section 5(b), with the same notice, suspension, and ending. A Licensee that ceases all Commercial Use under Section 6(d) owes Mirror Funding only through the cessation date.

(h) Relation to the fee. Mirror Funding is in addition to the fee under Section 3 and never reduces it, except that it counts toward the floor in Section 4A(b)(iii).

3B. TRACK 1: STARTER PLAN

(a) Rate. A Track 1 Licensee pays thirty percent (30%) of its Verified Net Savings for each calendar month, determined under Exhibit A from its savings meter and receipts, billed monthly in arrears and due as Section 5 provides. There is no Signing Payment, no Scoped Pilot fee, and no Guaranteed Yearly Minimum on Track 1, and the Minimum Annual Fee does not apply to Track 1. A month with zero or negative Verified Net Savings carries no fee: a Track 1 Licensee with no savings owes nothing.

(b) Month-to-month; thirty days’ notice. Track 1 runs month to month from its Effective Date. Either party may end it by thirty (30) days’ written notice, which may be given by email or in the account [COUNSEL]. Fees accrue through the end date. Licensee ends Commercial Use by that date or signs a new Order Form. Section 6(d)’s certification applies.

(c) Optional prepayment. Prepayment is optional. A Track 1 Licensee may prepay any amount of at least five hundred US dollars (USD 500), in cleared funds, and receives Prepaid Fee Credit at one US dollar (USD 1.00) per dollar prepaid, with no bonus (the rate lock under (d) is Track 1’s prepayment incentive), applied to its monthly bills under Section 3C and kept on its account under Section 3C(d).

(d) Rate lock for the first twenty-five prepayers. The first twenty-five (25) Track 1 Licensees whose first prepayment under (c) clears, counting a Licensee and its Affiliates as one, keep the thirty percent (30%) Starter Rate for twelve (12) months from the date that prepayment clears, even if Licensor changes the published Starter Rate. For every other Track 1 Licensee, Licensor may change the Starter Rate by thirty (30) days’ written notice, effective for months beginning after the notice period [COUNSEL]. A rate lock ends when Track 1 ends, including under (g).

(e) Measurement. Exhibit A applies to Track 1, with monthly statements under Section 5. Where Licensee has fewer than six (6) months of provider billing history for the work, its Baseline is its token volume (or other Units of Work) for the Baseline workloads, measured over the first thirty (30) days after the Effective Date and including the work the Substrate served in that period, multiplied by the prices Licensee actually pays its providers for that work, including any negotiated discount, and annualized. The effect of the Substrate is excluded under Exhibit A A5.1(b).

(f) Eligibility: Annual AI Spend under USD 1,000,000. Track 1 is open only to a Licensee whose Annual AI Spend is under (strictly below) one million US dollars (USD 1,000,000). For Track 1, Annual AI Spend means the spend of Licensee and its Affiliates on AI inference, API, and compute for the trailing twelve (12) months, measured from the same provider billing exports and invoices that Exhibit A uses for the Baseline, annualized where fewer than twelve (12) months of exports exist. Licensee attests it at sign-up and reports it with each monthly statement, and it is subject to audit under Section 7. A company whose Annual AI Spend is USD 1,000,000 or more may not sign a Track 1 Order Form, and Enterprise terms (Track 2) apply to its Commercial Use.

(g) Crossing USD 1,000,000. If a Track 1 Licensee’s Annual AI Spend, as reported on a monthly statement or found on audit, is USD 1,000,000 or more, Licensor gives written notice, and Track 1 continues for sixty (60) days after that notice. By the end of that period Licensee either signs a Track 2 Order Form, whose Effective Date is the day after the period ends, or ceases Commercial Use and certifies it under Section 6(d). Commercial Use after that period without a Track 2 Order Form is outside the Scope of this Commercial License (Section 2). Prepaid Fee Credit on the Track 1 account carries over to the Track 2 Order Form under Section 3C(d).

(h) Click-through acceptance. A Track 1 Order Form is accepted online. The person accepting it clicks “I agree” and must first check the required box “I have authority to bind this company.” Licensor keeps a record of each acceptance, including the person’s name and email address, the company, the date and time, and the version of this Commercial License accepted, and emails the accepted terms to that address. That record is the signature of both parties on the Track 1 Order Form for Source License 4.2 and Section 14 [COUNSEL].

3C. PREPAID FEE CREDIT

(a) What it is. “Prepaid Fee Credit” means a billing credit that Licensor issues when Licensee prepays license fees under this Commercial License in cleared funds, at the credit rate stated on the Order Form (Exhibit C C3 for Track 2; Section 3B(c) for Track 1). It is applied only against fees invoiced under this Commercial License.

(b) What it is not. Prepaid Fee Credit is not a Liana Banyan member Credit, Mark, or Joule. Marks, Credits, and Joules are never converted to fiat money, ever, and nothing in this Commercial License buys, sells, issues, redeems, or pays out any Mark, Credit, or Joule. Prepaid Fee Credit is never converted into any Mark, Credit, or Joule, and no Mark, Credit, or Joule is ever applied as Prepaid Fee Credit. A Mark may only be spent in the Liana Banyan platform or given to another member. Any exchange of a Mark for money or anything else of value, inside or outside the platform, is prohibited and voids that Mark, and a Mark has no cash value. Anyone may earn Marks; spending Marks requires a Liana Banyan membership (USD 5 a year) [COUNSEL].

(c) Cleared funds only. Credit is issued only when the prepayment is received as cleared funds.

(d) Non-refundable; no cash value; non-transferable; expiry on Track 2 only. Prepaid Fee Credit is non-refundable except under Section 3D, including on exit, non-renewal, termination, or suspension; has no cash value; is not transferable to any other person, entity, or Affiliate; and bears no interest. On Track 2 it expires, to the extent unused, at the end of the Initial Term, except that unused credit is refunded where Section 3D provides [COUNSEL]. On Track 1 it never expires: it stays on Licensee’s account and is applied against Licensee’s future fees under this Commercial License, including under a Track 2 Order Form that replaces Track 1 (where credit issued on Track 1 still never expires) and after Licensee resumes Commercial Use under Section 6(f), and it is never refunded or paid out in cash except under Section 3D [COUNSEL: escheat and unclaimed-property law].

(e) Application limits. Prepaid Fee Credit may pay any fee under this Commercial License, except that it may satisfy at most fifty percent (50%) of any License Year’s Guaranteed Yearly Minimum: in each License Year at least half of the Guaranteed Yearly Minimum is paid other than by Prepaid Fee Credit, and Prepaid Fee Credit may pay every other fee, including any fee above the minimum. It does not pay Mirror Funding under Section 3A, and it is never paid to any Tier 2 fund under Section 4.

(f) Cap. Total Track 2 prepayment that earns Prepaid Fee Credit is capped at the lower of (i) two (2) times the Year-1 Guaranteed Yearly Minimum and (ii) the fixed amount stated on the Order Form. A payment above the cap is not accepted as prepayment.

(g) No securities; no deposit. A prepayment is a prepaid license fee. It is not an investment, a loan, a deposit, or stored value; it earns no interest and carries no right to any return, share, or distribution [COUNSEL]. Licensor records each prepayment, and the Signing Payment, as deferred license revenue until it is applied against fees; neither is a deposit or a security [COUNSEL/CPA].

3D. REFUND EXCEPTIONS

The Scoped Pilot fee, the Signing Payment (including the USD 1M+ Band activation fee), and Prepaid Fee Credit are non-refundable, except as follows.

(a) Licensor’s uncured material breach. If Licensor materially breaches this Commercial License and does not cure the breach within thirty (30) days after Licensee’s written notice describing it, Licensee may end this Commercial License by written notice, and Licensor refunds the Scoped Pilot fee and the Signing Payment to the extent not yet applied against fees, and the cash paid for any unused Prepaid Fee Credit (the unused credit divided by the credit rate at which it was issued). No Guaranteed Yearly Minimum or early-exit fee accrues after that end date [COUNSEL].

(b) Licensor ends for convenience. If Licensor ends this Commercial License, or Track 1 under Section 3B(b), for its own convenience, Licensor refunds the cash paid for any unused Prepaid Fee Credit, computed as in (a). Ending for Licensee’s breach or non-payment, under Section 15, on a crossing under Section 3B(g), or under Section 4A(h) is not ending for convenience.

(c) No other refund. No other event, including exit under Section 6(d), non-renewal, suspension, or termination for Licensee’s breach, gives any refund.

3E. WHAT THE FEES PAY FOR; PATENT STEP-DOWN

(a) Basis of the fees. Every fee under Sections 3 and 3B is paid for the license of the Software under copyright, updates to the Software, service and support, access to the Substrate Network, and the savings meter and receipts under Exhibit A, which rest on copyright and trade secret. No fee is paid for, or measured by, the license under the Patent Portfolio in Section 2(ii) [COUNSEL].

(b) Automatic step-down. If any part of any fee is ever held to be consideration for a license under a patent claim, that part steps down to zero automatically, with no action by either party, from the date that claim expires or from the date it is finally determined that the application will not issue as a patent. The rest of the fee is unaffected [COUNSEL].

4. TIER 2 ELECTION (OPTIONAL PUBLIC CONTRIBUTION, PAID DIRECTLY; NOT OPERATIVE UNTIL A PUBLIC FUND IS DESIGNATED)

Tier 2 is offered only under this Commercial License and Exhibit B. The Source License does not offer it.

Licensee may elect, in writing before a License Year begins, to pay for that year, in addition to the fee under Section 3, a contribution equal to THIRTY PERCENT (30%) of Measured Annual Savings to the public sovereign fund designated under Exhibit B, so that Licensee pays its fee under Section 3 or 3B plus thirty percent (30%) of Measured Annual Savings in all. Licensee pays the contribution directly to that fund, on the fund’s own terms. The contribution is never paid to, through, or at the direction of Licensor; Licensor never receives, holds, escrows, routes, or distributes any part of it; and no part of it is paid to any Liana Banyan member or cooperative member. Licensor’s only role is to verify Measured Annual Savings under Exhibit A and Section 7 and, if the fund asks, to confirm the amount so computed. The election may be changed at each anniversary. A Tier 2 year never reduces the fee under Section 3 or 3B, which is computed on Measured Annual Savings in every case.

No share, unit, note, or other interest in Licensor, in the fund, or in any other entity is issued or promised in exchange for any contribution, and no contribution is an investment.

Until a public sovereign fund exists and has been designated under Exhibit B, this Section is not operative: no Tier 2 election may be accepted, and a Tier 2 election marked on an Order Form has no effect.

4A. STATE, LOCAL, TRIBAL, TERRITORIAL, AND DISTRICT OF COLUMBIA GOVERNMENT MIRROR PROGRAM

(a) Who is eligible. A State Government, a Local Government, a Tribal Government, a Territorial Government, or the District of Columbia Government (each an “Eligible Government”) may elect this Program on its Order Form. The Federal Government is never eligible and pays the fee under Section 3 or 3B in every License Year. A Foreign National Government is never eligible and pays the fee under Section 3 or 3B like any company. A Foreign Subnational Government is eligible only on the conditions in (h). [COUNSEL]

(b) The fee is waived while three conditions are met. For each License Year, or part of one, in which an Eligible Government meets all of (i) to (iii), the fee under Section 3 or 3B, including any Signing Payment, Guaranteed Yearly Minimum, and Minimum Annual Fee falling due in that period, is waived:

(i) Mirror Clause. It complies with Section 3A.

(ii) Initiatives. It adopts the Initiatives as the way it delivers the corresponding public services, each as it applies to a function the Eligible Government performs; for example, The Kitchen Table (Initiative #5) for household meal planning and food-security support.

(iii) Member Contracts floor. It holds contracts with Cooperative Members for work performed through Employ the World (“Member Contracts”) whose total value paid for that License Year is at least the fee that Section 3 or 3B would require for that License Year without any discount, Speed Rate, or Prepaid Fee Credit: the standard rates on its track applied to Measured Annual Savings, and, on Track 2, not less than its Guaranteed Yearly Minimum and the Minimum Annual Fee. Mirror Funding under Section 3A counts toward this floor.

Measured Annual Savings continue to be measured and reconciled under Exhibit A in every Program year, because the floor depends on them.

(c) How the work is paid. The Eligible Government contracts for work its public services need, and Cooperative Members do it, paid through Employ the World on its published terms. The pay goes to the members. Licensor never holds, escrows, or distributes it.

(d) No cronyism: open posting and Harper Guild adjudication.

(i) Every Member Contract and every Mirror Role under this Program is posted openly on Employ the World to all Cooperative Members, with its qualifications, pay, and selection criteria, for at least fourteen (14) days [counsel to confirm] before anyone is selected.

(ii) Selection is made on the published criteria and adjudicated by the Harper Guild. The Eligible Government may set job-related qualifications but may not appoint, name, or direct the selection of any person.

(iii) Every applicant, and every person who takes part in a selection, discloses in writing any family, household, business, financial, employment, or political-campaign relationship with an official, employee, or contractor of the Eligible Government who has any say over this Program. Anyone with such a conflict is excluded: an official or selector with a conflict takes no part in that selection, and an applicant with a conflict is not selected for that Member Contract or Mirror Role.

(iv) The Harper Guild determines, for each License Year, whether (b) and this (d) are met, and records its determination, the postings, the selections, and the disclosures on the IP Ledger, at a granularity that protects members’ personal information.

(e) Falling below the floor: notice, cure, and the fee returns prospectively. If the Harper Guild determines that an Eligible Government does not meet (b) or (d), Licensor gives written notice stating what is not met. The Eligible Government has ninety (90) days [counsel to confirm] from that notice to cure. If it cures within that time, the waiver continues without interruption. If it does not, the fee under Section 3 or 3B applies from the day after the cure period ends, prorated for the rest of that License Year, and in each later License Year until the Harper Guild determines that (b) and (d) are met again, from which date the waiver resumes. No fee is charged for any period before the cure period ends. A dispute about a determination proceeds under Source License Part VIII, after the notice step in 8.2(c).

(f) What this Program does not do. It does not waive Section 3A, Section 7, or Exhibit A. It does not make any Government Body a Cooperative-Class User. It never applies to the Federal Government, or to work done for the Federal Government. It gives no person a right to be selected for any Member Contract or Mirror Role.

(g) Tribal, Territorial, and District of Columbia Governments: free, under a minimal license. A Tribal Government, a Territorial Government, or the District of Columbia Government uses the Software free under this Program, and its Commercial License is a minimal license: (i) it gives no indemnity of any kind; (ii) any term it cannot legally accept under the law that governs it, including any waiver of sovereign immunity, any governing-law, venue, or dispute term, any audit or records term, any payment or interest term, and any term requiring an appropriation, does not bind it, and the rest of this Commercial License continues without that term; (iii) a free license under this Program is not a procurement contract, and no procurement process is required to accept it (any Member Contract it enters is a separate agreement under its own procurement law); and (iv) the Program’s conditions still apply to it: the Mirror Clause under (b)(i) and Section 3A, adoption of the sixteen Initiatives under (b)(ii), the Member Contracts floor under (b)(iii), and Harper Guild adjudication under (d) and (e). Because a payment term it legally cannot accept does not bind it, the fee applying again under (e) may be unenforceable against it [COUNSEL].

(h) Foreign Subnational Governments: conditions. A Foreign Subnational Government may hold a Commercial License, and may elect this Program, only while all of the following are true: (i) its country is not subject to comprehensive United States sanctions; (ii) neither it nor any agency or official acting for it under this Commercial License is on the Specially Designated Nationals and Blocked Persons List of the U.S. Treasury Department’s Office of Foreign Assets Control or on the Entity List of the U.S. Department of Commerce; and (iii) it has signed Licensor’s export-compliance statement. A Foreign Subnational Government that meets (i) to (iii) is admitted to this Program, free, on the same Program conditions as a government under (g)(iv). If any of (i) to (iii) stops being true, Licensor may suspend or end its Commercial License by written notice [COUNSEL: whether the Software qualifies for the EAR mass-market encryption exemption].

SCHEDULE 4A-1. THE INITIATIVES

1. Let’s Make Dinner
2. Let’s Get Groceries
3. Let’s Go Shopping
4. Household Concierge
5. The Kitchen Table
6. Tatiana Schlossberg Health Accords
7. MSA (Medical Savings Accounts)
8. Defense Klaus
9. Rally Group
10. VSL (Voucher Short Loans)
11. Let’s Make Bread
12. Harper Guild
13. JukeBox
14. Didasko
15. Power to the People
16. Brass Tacks

5. PAYMENT AND LAPSE

(a) Fees are due thirty (30) days from invoice. Mirror Funding under Section 3A is due as Employ the World’s published terms provide. Licensor invoices no Tier 2 contribution; a contribution is paid by Licensee directly to the designated public fund under Exhibit B.

(a-1) Statements and invoices. Licensee delivers its usage and billing data to Licensor each month, and Licensor issues a monthly statement of Verified Net Savings and fees accrued. On Track 2, Licensor invoices quarterly in arrears, net thirty (30) days, and invoices any shortfall to the Guaranteed Yearly Minimum after the end of each License Year. On Track 1, Licensor bills monthly in arrears on the monthly statement, and may charge the payment method on file on the due date [COUNSEL]. Prepaid Fee Credit and any Signing Payment balance are applied to each invoice before cash is due, within the limits of Section 3C(e).

(a-2) Dispute window. Licensee may dispute a monthly statement or an invoice in writing, with its reasons, within thirty (30) days after receiving it. Undisputed amounts remain due. A dispute not settled by good-faith negotiation within a further thirty (30) days is resolved under Exhibit A A5.

(a-3) Late interest. Undisputed amounts not paid when due bear interest from the due date at one percent (1%) per month or the maximum rate allowed by applicable state law, whichever is lower, shown as a separate line on Licensee’s next invoice.

(b) If any amount not disputed in good faith under (a-2) and Exhibit A A5 remains unpaid thirty (30) days after invoice, Licensor gives written notice. If it remains unpaid fifteen (15) days after that notice, this Commercial License is suspended: Substrate Network access is disconnected and the Marks license and certification are suspended. If it remains unpaid thirty (30) days after suspension, Licensor may end this Commercial License by written notice, and any Commercial Use after that date is outside the scope of the Source License (1.4). Suspension lifts on payment in full with interest under (a-3).

6. TERM: THE ELECTED INITIAL TERM, DISCOUNT, AND RENEWAL

This Section applies to Track 2, except that (c), (f), and (g) also apply to Track 1. Track 1’s term is in Section 3B(b).

(a) Term Election. Licensee elects on the Order Form an Initial Term of three (3), five (5), or ten (10) License Years from the Effective Date. Three years is the shortest and ten years the longest Initial Term. A ten-year Initial Term is available only if Licensee prepays, in cleared funds, at least one License Year’s Guaranteed Yearly Minimum (Exhibit C C1(c)), and carries the reopeners and technology-refresh clause in (h). No Initial Term extends beyond the end of Liana Banyan Corporation’s fifty-year charter [date, counsel to confirm]; an elected Initial Term that would do so ends on that date. After the Initial Term, this Commercial License renews automatically for successive one-year License Years, each at Licensor’s published rates in effect at the start of that renewal (Section 3(a)), unless either party gives sixty (60) days’ written notice of non-renewal before an anniversary. The Initial Term binds Licensor to 6(b) for the whole elected term, and binds Licensee to the Guaranteed Yearly Minimum for every License Year of it (Section 3(a-2)).

(b) Rate Commitment. During the Initial Term, the rates under Section 3(a) as written on the Order Form, the Tier 2 percentages under Section 4, and Exhibit A’s method shall not be changed to Licensee’s detriment, except by a reopener under (h) to the extent (h) allows, and no later version of the Source License or of any order form applies to Licensee without its written agreement.

(c) Pay While You Use. The fee under Section 3 or 3B is due for every License Year or month, whether within or after any Initial Term, in which Licensee makes any Commercial Use. There is no period of Commercial Use without a fee.

(d) Exit by Ceasing Use. Licensee may end this Commercial License at any anniversary, or during the Initial Term on ninety (90) days’ written notice, only by ceasing all Commercial Use before the end date and certifying in writing, by an officer, that it has done so. The fee for the License Year in which use ceases is computed under Section 3(a) on Verified Net Savings for the work actually performed through the Substrate up to the cessation date. Exit during the Initial Term does not end the Guaranteed Yearly Minimum, except that nothing under this subsection accrues after Licensee ends this Commercial License under Section 3D(a). In its notice of exit Licensee elects one of: (i) paying the Guaranteed Yearly Minimum for the License Year in which use ceases, less any fee already paid for that License Year, and for every remaining License Year of the Initial Term, each due as that License Year would have ended; or (ii) paying a one-time early-exit fee equal to fifty percent (50%) of those remaining Guaranteed Yearly Minimums, computed the same way, due thirty (30) days after the cessation date. If Licensee makes no election, (i) applies [COUNSEL]. No percentage fee accrues for a period in which no Commercial Use is made. Nothing survives non-renewal or exit except as stated in Section 16 and, for code released by Licensor under the Apache License 2.0, what that license already granted.

(e) Term, Speed, and Prepay Incentives. The longer the Initial Term, the lower the Term Rate on the first USD 5,000,000 slice (Exhibit C Table C-1); the faster Licensee signs and pays, counted from the Offer Date, the lower its rate on the first USD 5,000,000 slice in License Years 1 to 3 on every Initial Term (Speed Rates, Exhibit C C2) or the more Prepaid Fee Credit it receives (Exhibit C C3). These apply only to the fee under Section 3(a) and to Prepaid Fee Credit, and to nothing else: not to Mirror Funding under Section 3A and not to any Tier 2 contribution. A rate or credit that depends on a payment applies only if that payment is received as cleared funds within the stated time. No rate applied to any slice is below ten percent (10%) in any billing period, and no rate or credit reduces the fee below the Guaranteed Yearly Minimum (subject to Section 3C(e)) or the Minimum Annual Fee. Licensor offers Tables C-1 and C-3 and the 30-day Speed Rate to every Licensee on the same terms; Founding Cohort terms under Exhibit C C5 are a public, time-limited offer, published in Exhibit C, open to any company on the same terms, limited to the first ten (10) companies, and closed as Exhibit C C5 provides. Every rate is written on the Order Form as an exact rate, never as “points off”. Any other introductory discount stated in an Order Form applies only for the License Years stated; on its expiry the fee is the amount under Sections 3 and 4.

(f) Resumption. A Licensee that resumes Commercial Use within twenty-four (24) months [counsel] after exit resumes under its prior Order Form, Baseline, and Savings Per Unit, for the remainder of its Initial Term if any.

(g) Successor Licensor at Dissolution. When Liana Banyan Corporation dissolves at the end of its fifty-year charter, its role as licensor under this Commercial License, together with this Commercial License and every renewal of it, passes to the daughter companies Liana Banyan Corporation formed (the Liana that have by then become Banyans), under the same agreement with Upekrithen LLC that governs Liana Banyan Corporation’s licensing [counsel to confirm the mechanics]. Upekrithen LLC remains the owner of the copyrights and the Patent Portfolio. No dissolution ends Licensee’s rights for any License Year for which Licensee is in good standing.

(h) Ten-year term: reopeners and technology refresh. On a ten-year Initial Term:

(i) Reopeners. At the third, fifth, and seventh anniversaries of the Effective Date, either party may, by written notice given within ninety (90) days before or after the anniversary, reopen the Baseline, the Savings Per Unit, the Unit of Work, and the channels in Exhibit A, which are then re-determined by written agreement or, failing agreement within sixty (60) days, by the Independent Expert under Exhibit A A5.1(g), prospectively only. A reopener reopens measurement only. The rates in Section 3(a), as written on the Order Form, are not reopened: they change only by written agreement of both parties, and never below ten percent (10%) on any slice.

(ii) Technology refresh. If a material change in AI technology or pricing unrelated to the Substrate (for example, a new model generation, or a published change in the Baseline Provider’s list price for the Unit of Work) makes the Baseline or Unit of Work no longer a fair measure of the work avoided, either party may request a refresh at any time, handled as a reopener under (i) [COUNSEL]. A change is material only when the Baseline Providers’ published list prices for Licensee’s main models, as named on the Order Form, fall more than fifty percent (50%) below the prices used in the Baseline. A refresh resets measurement only and never changes any rate. No effect of the Substrate itself is a ground for a refresh (Exhibit A A5.1(b)).

7. RECORDS AND AUDIT

Licensee shall maintain complete records sufficient to verify Measured Annual Savings and amounts due, including the receipts generated under Exhibit A, and shall permit Licensor, on thirty (30) days’ notice and not more than once per License Year, to examine those records through an independent auditor bound to confidentiality. Audits take place during ordinary business hours, are limited to the records reasonably necessary to test the computation under Exhibit A, and exclude unrelated source code, trade secrets, personal data, and privileged material. Each party bears its own cost of keeping and producing its records. Licensee may object to an audit finding within thirty (30) days; an objection proceeds under Exhibit A A5. Cost-shifting under this Section applies only after the objection period has run or the objection has been resolved. If an audit shows an underpayment exceeding five percent (5%) for the period examined, Licensee bears the cost of the audit and pays the shortfall with interest under Section 5(a-3) within thirty (30) days.

The auditor must be an independent accounting firm or other independent professional reasonably acceptable to Licensee, must sign Licensee’s reasonable confidentiality and security undertaking before access, and may report to Licensor only the calculation inputs, the methodology, the amount of any underpayment or overpayment, and the factual basis needed to support that conclusion; the auditor may not retain, disclose, or use Licensee’s information for any other purpose. Where direct access to records would create a material security, regulatory, privacy, or third-party confidentiality risk, Licensee may instead deliver a certification of the Exhibit A computation signed by its chief financial officer or its independent auditor, with the supporting records reasonably necessary to test it, and Licensor’s auditor may verify that certification on the same terms.

8. PORTFOLIO SCHEDULE

The Patent Portfolio and the Substrate Claims are as listed in the Portfolio Schedule (Source License 4.4) on the Effective Date and as later added by written notice, each addition enlarging Licensee’s rights and adding no obligation or fee. Removals from the Schedule do not reduce the fee under an Order Form signed before the removal.

9. SUBSTRATE NETWORK

While this Commercial License is in effect and not suspended, Licensee may connect to the Substrate Network within its Scope under the Substrate Network Terms. On suspension, non-renewal, or exit, Licensor may disconnect Licensee’s nodes.

10. MARKS AND CERTIFICATION

Licensee may use the Cooperative Endorsement mark and the phrase “Cooperative Endorsed” only while this Commercial License is in effect and only as the Order Form permits. All other use of the marks in Source License Part V requires separate written permission.

11. NO PERFORMANCE REPRESENTATION

Licensor makes no representation or warranty about the performance, speed, cost, accuracy, context capacity, durability, or savings of the Software. Measured Annual Savings are determined only under Exhibit A, from Licensee’s own receipts, and not from any figure Licensor publishes.

12. WARRANTY AND LIABILITY

Source License Part VI applies to this Commercial License.

13. GOVERNING LAW AND DISPUTES

Source License Part VIII applies to this Commercial License.

14. PRECEDENCE AND ENTIRE AGREEMENT

This Commercial License, its Order Form, and Exhibits A, B, and C are the entire agreement on Licensee’s Commercial Use. For the scope of Licensee’s Commercial Use, the Order Form controls over this text, this text controls over the Exhibits except as to measurement method, and this Commercial License controls over the Source License. For all other matters the Source License controls.

15. PATENT ASSERTION

If Licensee, or an Affiliate acting at Licensee’s direction or under its control, initiates or joins a proceeding alleging that the Software or any claim of the Patent Portfolio infringes or contributes to infringement of any patent, Licensor may end this Commercial License on written notice, with no refund of fees paid and with all accrued fees due. This Section does not apply to (i) a counterclaim or crossclaim brought only in response to a proceeding Licensor first brought against Licensee; (ii) an action for a declaratory judgment filed after Licensor has made a specific written allegation of infringement against Licensee; (iii) a notice to an insurer, a due-diligence statement, a settlement communication, or any other writing that does not initiate or join a proceeding; or (iv) a proceeding unrelated to the Software and the Patent Portfolio.

16. SURVIVAL

Sections 3 (for accrued fees), 3A (for accrued Mirror Funding), 7 (three years), 11, 12, 13, 14, 15, and 16, and the confidentiality of records exchanged under Exhibit A, survive exit, non-renewal, or termination.

EXHIBIT A. SAVINGS MEASUREMENT PROTOCOL

This Exhibit defines how Measured Annual Savings are computed for each License Year, so that the fee under Section 3 and any Tier 2 contribution under Section 4 rest on a verifiable, auditable number rather than an estimate.

A0. DEFINED TERMS

“Baseline” means Licensee’s spend over a baseline period of six (6) to twelve (12) months, as the Order Form states, immediately before the Effective Date, taken from provider billing exports and invoices as the source of truth, annualized, on the workloads Licensee moves to the Substrate: flagship API spend, data-center compute lease and capital expenditure attributable to inference, and energy, broken out by the channels defined in A2. The Baseline is determined once and is held fixed for the term of the Commercial License, subject only to adjustment under A5.1 and, on a ten-year term, to a reopener under Section 6(h).

“Adjusted Baseline” means, for a period, the Baseline Rate applied to the Units of Work actually done in that period, normalized for traffic, token volume, and model mix under A5, as adjusted under A5.1.

“Actual Eligible Cost” means the Actual Cost of doing the work in the period through the Substrate, on the workloads within the Baseline.

“Cache and Implementation Cost” means Licensee’s documented cost in the period of the cache infrastructure the Substrate uses and of implementing it, counting only costs invoiced to Licensee by third parties, including third-party services and hardware under the energy-and-hardware convention in A2. Licensee’s internal labor is never included.

“Verified Net Savings” means, for a period, the Adjusted Baseline minus the Actual Eligible Cost minus the Cache and Implementation Cost, computed under A5 and A5.1. Fees are charged only on net savings after cache infrastructure costs. Licensee’s internal labor is excluded from both sides: no saving of internal labor or staff time counts as savings in any channel, and no internal labor is deducted as a cost.

“Measured Annual Savings” means the Verified Net Savings computed for a License Year under A5 and A5.1.

“Receipt” means a hash-chained savings receipt generated by the Substrate for a routed query, recording the actual cost and the Counterfactual Cost of that query, per A3.

“Counterfactual Cost” means the cost Licensee would have incurred to perform the same work at the Baseline provider’s then-published rate, captured and hashed under A4.

“Baseline Provider” means, for each channel, the provider or in-house facility that performed the Baseline workload during the Baseline period, as named on the Order Form.

“Baseline Rate” means the Baseline Provider’s published list price for the Unit of Work on the date of the query (A4), reduced by any discount the Order Form records as actually received by Licensee during the Baseline period.

“Actual Cost” means every cost Licensee incurs to do the work through the Substrate, including provider charges, metered energy and amortized hardware under A2, and third-party service charges; it excludes fees and Mirror Funding under this Commercial License (so that the fee never reduces its own base), any Tier 2 contribution, the Cache and Implementation Cost (deducted separately), Licensee’s own labor, and any credit, refund, or discount Licensee receives after the query unless the Order Form says otherwise.

“Unit of Work” has the meaning in Schedule A-1.

A1. BASELINE

Before the first License Year, Licensee attests, and Licensor’s auditor (Section 7) may verify, the Baseline: Licensee’s spend over the baseline period of six (6) to twelve (12) months stated on the Order Form, from its provider billing exports and invoices, on the workloads to be moved to the Substrate, broken out by the five channels in A2. The Baseline attestation is a condition precedent to invoicing any fee under Section 3 that is not the Minimum Annual Fee.

A2. CHANNELS

Savings are measured per channel. Each channel names the instrument that measures it and the unit in which it is measured, before the License Year begins:

Channels (ii) through (v) require a measurement methodology agreed by the parties in the Order Form or an amendment to this Exhibit before they are included in a given License Year’s Measured Annual Savings. A channel with no agreed methodology for a License Year is measured as zero for that year, not omitted from the sum.

Energy and hardware, both sides. Wherever energy or hardware cost enters either side of the subtraction in A5, it is measured by the same convention on both sides: hardware purchase price amortized over expected service life, plus metered energy at the same tariff basis. A convention applied to the Baseline side is applied identically to the Substrate side.

A3. INSTRUMENT (CHANNEL (i))

Channel (i) is measured by the Substrate’s hash-chained savings Receipt system and its dated price table, which record for every routed query the actual cost and the Counterfactual Cost at the Baseline provider’s published rate.

Receipts are anchored externally: a daily root is published to the IP Ledger, so that a regenerated receipts file is detectable by comparing the locally stored chain against the published root for that day.

Where a query is answered by a local model, the Receipt records the actual cost together with its hardware-and-power basis in the Receipt itself, so that local-model cost is never recorded as a bare, unqualified zero.

A4. PRICES

Counterfactual prices come from the relevant provider’s published price page as of the date of the query, captured and hashed contemporaneously with the Receipt. A price never comes from a self-attested internal table alone. Where an internal table is used for convenience, each entry cites the vendor page it was captured from and the capture date, and an entry more than ninety (90) days old relative to the query date may not be used to compute a billed figure without re-verification against the vendor’s current page.

A5. RECONCILIATION

For the first License Year, and for each month and quarter within it:

Verified Net Savings = sum over channels (A2) of
    (Adjusted Baseline: Baseline Rate multiplied by the Units of Work actually done in the period, per channel, normalized for traffic, token volume, and model mix)
    minus (Actual Eligible Cost of doing that work via the Substrate, per channel)
    minus (Cache and Implementation Cost for the period, per channel)

For every later License Year, Verified Net Savings is computed under A5.1(e).

For a Provider License, the Baseline Rate and the Actual Cost in this formula are valued under A5.2.

Licensee delivers its billing exports and Substrate receipts monthly; Licensor issues monthly statements of Verified Net Savings; fees are invoiced under Section 5. Either party may dispute a monthly statement or invoice within thirty (30) days after it is delivered (Section 5(a-2)). Verified Net Savings for each License Year is reconciled by both parties within sixty (60) days of the end of that License Year, with the same thirty-day dispute window. Disputes not resolved by good-faith negotiation within a further thirty (30) days are resolved by the Independent Expert under A5.1(g) where they concern the computation of Verified Net Savings [COUNSEL], and otherwise under Source License Part VIII.

A5.1 THE BASELINE IS HELD

(a) Held. The Baseline is determined once, before the first License Year, and does not reset, re-establish, decline, or otherwise change in any later License Year. Measured Annual Savings in every License Year is computed against that same Baseline.

(b) Not adjusted for the Substrate’s own effect. No reduction in Licensee’s costs arising from Licensee’s use of the Substrate is a ground for adjusting the Baseline, including reductions arising from improved accuracy, reduced rework, cache efficiency, model substitution, or any other benefit delivered under this Commercial License.

(c) Adjusted only for causes unrelated to the Substrate. The Baseline shall be adjusted, prospectively and by written agreement of the parties or, failing agreement, by the Independent Expert under (g), only where a cause unrelated to the Substrate occurs, namely: a shift of more than twenty percent (20%) in the volume of the Baseline workloads; a switch of model or provider for the Baseline workloads made for a reason unrelated to the Substrate [COUNSEL]; a merger, acquisition, or divestiture by Licensee; a published change of at least fifteen percent (15%) [counsel to confirm] in a third-party provider’s list pricing; or a change in applicable law or tax. A party seeking adjustment gives written notice with supporting evidence within sixty (60) days [counsel to confirm] of the cause. An adjustment under this subsection operates prospectively only.

(c-1) Re-baseline method. Whenever the Baseline is adjusted or re-determined, whether under (c), at a reopener or technology refresh under Section 6(h), or on any other re-baseline this Commercial License allows, the re-determined Baseline is Licensee’s current volume of work for the Baseline workloads, in tokens or other Units of Work and including the work the Substrate served, multiplied by the prices Licensee currently actually pays each Baseline Provider for that work, including negotiated discounts, and not list prices, at the model mix Licensee used in the Baseline period before it adopted the Software. The effect of the Software is excluded: no reduction in volume, cost, or model mix caused by the Substrate lowers the Baseline (b). A cut in the price Licensee pays a provider lowers the re-determined Baseline [COUNSEL]. A model in the Baseline-period mix that Licensee no longer buys, and so has no current price actually paid, is priced at the last price Licensee actually paid for it, adjusted by the change in that Baseline Provider’s published list price for that model since the date of that last payment: the last price actually paid, multiplied by the current list price, divided by the list price on that date.

(d) Purpose. The parties acknowledge that the savings measured under this Exhibit are created by the Substrate, that re-establishing the Baseline against Licensee’s improved costs would reduce the fee in direct proportion to the benefit delivered, and that a held Baseline is the ordinary structure of a shared-savings arrangement. This subsection is a material term of this Commercial License.

(e) The held quantity is savings per unit of work. The parties determine from the first License Year the Savings Per Unit: the Measured Annual Savings for that year divided by the units of work performed through the Substrate in that year, the unit of work being as identified in Schedule A-1. In each later License Year, Measured Annual Savings equals the Savings Per Unit multiplied by the units of work performed through the Substrate in that License Year. The Savings Per Unit is locked for the Initial Term, subject only to A5.1(c) and, on a ten-year term, to the reopeners and technology refresh in Section 6(h), and remains in effect until re-determined under (f).

(f) Revisit. Neither party shall request re-determination of the Savings Per Unit during the Initial Term except under A5.1(c) or, on a ten-year term, at a reopener under Section 6(h) (the third, fifth, and seventh anniversaries of the Effective Date). Track 1 is re-determined only under A5.1(c). After the Initial Term, either party may request re-determination not more than once in any thirty-six (36) month period. Any re-determination is by written agreement or, failing agreement, by the Independent Expert under (g), and operates prospectively only; until the parties agree or the Independent Expert’s determination takes effect, the locked Savings Per Unit continues to apply.

(g) Independent Expert. If the parties have not agreed in writing within sixty (60) days after a notice under (c) or a request under (f), either party may refer the question to an Independent Expert: an independent certified public accountant or cost-accounting firm with no engagement for either party or its Affiliates in the preceding three (3) years, chosen by the parties jointly within a further thirty (30) days or, failing that, appointed on either party’s request by the American Arbitration Association [counsel to confirm the appointing body]. The Independent Expert (i) decides only whether the Baseline is adjusted under (c) and by how much, or the re-determined Savings Per Unit under (f), applying the method of this Exhibit A to Licensee’s receipts and records; (ii) may not change any rate in Section 3, Section 3B, or Exhibit C, the Guaranteed Yearly Minimum, the Minimum Annual Fee formula, or the measurement method of this Exhibit A, may not treat any effect of the Substrate as a ground for adjustment (b), and may not re-determine the Savings Per Unit except on a request that (f) permits or by an adjustment that (c) itself permits; (iii) acts as an expert and not as an arbitrator; and (iv) delivers a written determination within sixty (60) days after appointment. The determination is final and binding on the question referred, absent manifest error or fraud, and operates prospectively only, from the start of the License Year after the determination and never for any earlier License Year. Each party bears its own costs, and the parties share the Independent Expert’s fees equally [counsel to confirm]. Source License 8.2 does not apply to a question referred under this subsection, except to enforce the determination.

A5.2 PROVIDER LICENSE: SAVINGS VALUED AT THE PRICE OF THE WORK AVOIDED

For a Provider License, the savings on each Unit of Work are valued at the price of the inference, compute, or other work the Substrate avoided: the provider’s own published list price per unit for that work or, where Licensee would have bought that work from another provider, the list or contract price per unit Licensee would have paid, in each case as captured under A4 [counsel to confirm which price controls where a list price and a contract price differ]. They are never valued at Licensee’s internal marginal cost of that work. Savings Licensee passes on to its customers as lower prices, credits, or larger allowances are still counted, once, at that full value, and no reduction in what customers pay reduces Measured Annual Savings.

A5.3 ONE MEASUREMENT PER DOLLAR OF SAVINGS

Measured Annual Savings under a Commercial License include only savings produced by the Substrate that Licensee Operates. A Licensee holding a Direct Deployment license does not count savings produced inside a Covered Service it uses, and a Licensee holding a Provider License does not count savings produced by a customer’s own Direct Deployment. Where work passes through both, each Licensee counts only the part its own Substrate produced, and no dollar of savings is counted under two Commercial Licenses.

A6. PUBLICATION

Licensee’s Measured Annual Savings and the resulting fee are published on the cooperative’s proofs tracker at a granularity the parties agree in the Order Form that does not disclose Licensee’s confidential query volumes, workload composition, or vendor pricing terms beyond what is necessary to state the annual savings figure and fee. The Founding Cohort rates and the Prepaid Fee Credit rates are published in Exhibit C as a public offer (C5).

A7. NO PUBLISHED FIGURE

No figure published by Licensor about any other user, benchmark, or workload is evidence of Licensee’s Measured Annual Savings.

A8. WHAT THIS EXHIBIT DOES NOT DO

• It does not set the fee percentage, the Minimum Annual Fee, or the Tier 2 split; those are Sections 3 and 4.
• It does not certify that the Receipt instrument in A3 is complete and defect-free.
• It does not assume any substrate-absorption rate from Licensor’s internal benchmarks; every figure is computed fresh for Licensee under A2 to A5.1.

SCHEDULE A-1. UNIT OF WORK

The unit of work for A5.1(e) is: ______________________ (for example, one routed query of a named workload class, as agreed in the Order Form).

EXHIBIT B. PUBLIC SOVEREIGN FUND (CONTRIBUTION PAID DIRECTLY BY LICENSEE; NOT OPERATIVE UNTIL A PUBLIC FUND IS DESIGNATED)

Status. Published 2026-09-17; operative when an Order Form is signed by both parties. The fee under Section 3 or 3B, computed on Measured Annual Savings, is what Licensor requires in every case. Tier 2 is an optional additional thirty percent (30%) that Licensor proposes an AI company contribute to the public, paid by Licensee straight to a public sovereign fund established by government. Licensor is a conduit that never holds anyone’s money: nothing under this Exhibit passes to, through, or from Licensor, and no Liana Banyan member is paid from it. Until a public fund exists and is designated under B1, this Exhibit has no effect and no Tier 2 election may be accepted.

No securities. A Tier 2 contribution buys no share, unit, note, membership interest, profit interest, or other interest in anything, carries no right to any return, and is not an investment, whether in Licensor or in the fund.

B0. WHAT A CONTRIBUTION IS, AND IS NOT

(a) A Tier 2 contribution is a voluntary payment Licensee elects to make, in addition to the fee under Section 3, to a public sovereign fund. It is not a fee, not a charge by Licensor, and not consideration for any license.

(b) No share, unit, note, membership interest, profit interest, or other interest in Licensor, in the fund, or in any other entity is issued or promised in exchange for any contribution. No contribution is an investment. Licensee acquires no right to any return, distribution, or repayment of any contribution.

(c) Licensor never receives, holds, escrows, routes, or distributes any contribution, and no contribution is paid to any Liana Banyan member or cooperative member. Licensor’s members receive nothing under this Exhibit.

(d) A Tier 2 contribution is not a compliance with, or a substitute for, any present or future statutory obligation. How the fund uses it is for the fund and for government to determine; Licensor has no say and expresses no view.

B1. FUND DESIGNATION

The public sovereign fund is the fund established by act of the United States Congress or other competent government authority to receive contributions from artificial-intelligence savings for public benefit, as identified in a written designation notice from Licensor to Licensee naming the fund, the authority that created it, and its payment instructions. Until such a fund exists and a designation notice has been given, no fund is designated and Section 4 is not operative. Licensor designates the fund; it does not create, govern, administer, hold, or control it.

B2. PAYMENT

Licensee pays each contribution directly to the designated fund, on the fund’s own payment terms, within sixty (60) days after Measured Annual Savings for the License Year are reconciled under Exhibit A A5, and gives Licensor a copy of the fund’s receipt. No part of any contribution is invoiced by, paid to, or passed through Licensor.

B3. VERIFICATION AND RECORD

Licensor’s role is to verify Measured Annual Savings under Exhibit A and Section 7 and, on request, to confirm to the fund the amount so computed. Licensor records on the IP Ledger, for public attribution and nothing else, Licensee’s name, the License Year, the amount Licensee reports as paid, and the date of the fund’s receipt, at the granularity agreed under Exhibit A A6. The record creates no right in anyone.

B4. CHANGE OF DESIGNATION

If the designated fund ceases to exist or government replaces it, Licensor gives Licensee written notice naming the successor at least sixty (60) days before the next contribution falls due. Licensee may end its Tier 2 election, effective at the change, by written notice before that date; the fee under Section 3 continues unchanged. No change of designation may route any contribution to or through Licensor, to any Liana Banyan member, or make any contribution an investment.

B5. WHAT THIS EXHIBIT DOES NOT DO

It does not create, fund, hold, govern, or administer any fund. It never changes the fee under Section 3 or 3B, which is computed on Measured Annual Savings whether or not Tier 2 is elected. It gives no Licensee any right against Licensor in respect of any contribution.

EXHIBIT C. TRACK 2 RATES, BANDS, SPEED RATES, PREPAID FEE CREDIT, AND GUARDRAILS

Status. Published 2026-09-17. Every rate below is an exact rate, written on the Order Form; none is stated as “points off”.

C0. DEFINITIONS FOR THIS EXHIBIT

“Annual AI Spend” means Licensee’s and its Affiliates’ spend on AI inference, API, and compute for the twelve (12) months before the Offer Date, from provider billing exports and invoices, as attested on the Order Form. For Track 1, Annual AI Spend is measured under Section 3B(f).

“Band” means the band in Table C-3 for Licensee’s Annual AI Spend. A Licensee below USD 1,000,000 of Annual AI Spend may choose Track 2 on the terms of the USD 1M+ Band.

“Offer Date” means the date Licensor first sends Licensee, for signature, an Order Form with every rate, amount, and date completed. A re-sent or replacement Order Form sent to Licensee or any of its Affiliates keeps the first Offer Date. Every Speed Rate window under C2 and every credit-rate window under C3 runs from the Offer Date.

“Offer Expiry Date” means the date thirty (30) days after the Offer Date, stated on the Order Form. An Order Form that Licensee has not signed stays open until the end of its Offer Expiry Date, then expires and has no effect, and no rate, credit, or other term in it may then be accepted. Re-sending an Order Form, or sending a replacement Order Form, does not restart the Offer Date, the Offer Expiry Date, or any Speed Rate or credit-rate window. After an Offer Expiry Date passes, Licensor may at any time send that company, counting Licensee and its Affiliates as one, a new Order Form at the standard rates in Table C-1. That Order Form may be signed within thirty (30) days after it is sent, and otherwise expires as above; for every other purpose the first Offer Date still applies. No Speed Rate under C2, and no Founding Cohort place, rate, or credit rate under C2, C3, or C5, is ever again available to that company.

“Business day” means a day other than a Saturday, Sunday, or United States federal holiday.

“Cleared funds” means funds received in Licensor’s account and no longer subject to reversal by the paying bank or processor in the ordinary course.

“Founding Cohort” means the first ten (10) companies, counting a Licensee and its Affiliates as one, that sign a Track 2 Order Form and pay their Signing Payment in cleared funds within ten (10) business days after their Offer Date, taken in the order of the timestamp at which each Signing Payment became cleared funds, while the offer is open under C5.

“Speed Rate” means a rate under C2.

“Scoped Pilot” means a pilot under C4.

“Guaranteed Yearly Minimum” means the amount for Licensee’s Band in Table C-3 column 4, stated on the Order Form (Section 3(a-2)).

C1. TABLE C-1: TERM RATES AND SLICES

(a) Rates on Verified Net Savings for each License Year, applied marginally (Section 3(a)):

(b) Floor. No rate applied to any slice in any billing period is below ten percent (10%).

(c) Ten-year term conditions. A ten-year Initial Term is available only if (i) Licensee prepays, in cleared funds, at least one License Year’s Guaranteed Yearly Minimum, which is issued as Prepaid Fee Credit under C3 and Section 3C; (ii) the reopeners at the third, fifth, and seventh anniversaries apply (Section 6(h)(i)); and (iii) the technology-refresh clause applies (Section 6(h)(ii)).

C2. TABLE C-2: SPEED RATES (LICENSE YEARS 1 TO 3, FIRST USD 5,000,000 SLICE ONLY)

The faster Licensee signs and pays, the lower its rate. A Speed Rate replaces the Term Rate on the first USD 5,000,000 slice of Verified Net Savings in each License Year only, for the License Years shown; the slices above USD 5,000,000 are charged under Table C-1 in every License Year. A Speed Rate applies only if Licensee has signed the Order Form and Licensor has received the Signing Payment in cleared funds within the stated time after the Offer Date, and only if the Order Form is signed before its Offer Expiry Date.

Exact rate on the first USD 5,000,000 slice of Verified Net Savings, by License Year:

Every rate in this table is an exact rate and is written on the Order Form as such. No rate in this table is below ten percent (10%), a Speed Rate never raises any rate above the Term Rate for the elected term, and a member discount under Section 3(d) never takes any rate below ten percent (10%). After the Initial Term, renewal License Years are charged as Section 3(a) provides, never at a Speed Rate.

A Licensee that qualifies for the Founding Cohort within 10 business days and does not take the Founding Cohort rate does not thereby lose its place in the Founding Cohort. Any Licensee may decline a Speed Rate in writing on the Order Form, in which case standard rates apply and the prepay credit rate is not capped under C3(b).

C3. PREPAID FEE CREDIT RATES AND ANTI-STACKING

(a) Credit per dollar prepaid. Licensee may prepay fees in cleared funds, up to the cap in Section 3C(f), and receives Prepaid Fee Credit at the following rate per USD 1.00 prepaid, measured from the Offer Date to the date the prepayment clears:

(b) Anti-stacking. A Licensee that takes any Speed Rate under C2, whether the Founding Cohort rate or the 30-day rate, receives Prepaid Fee Credit at no more than USD 1.05 per USD 1.00 prepaid, whenever its prepayment clears. The USD 1.15 rate is available only to a Founding Cohort Licensee that takes standard rates under Table C-1.

(c) Guardrails (Section 3C). Cleared funds only. Prepaid Fee Credit is non-refundable except under Section 3D, has no cash value, is non-transferable, and, on Track 2, expires, to the extent unused, at the end of the Initial Term, subject to the refund under Section 3D (Track 1 credit never expires and stays on the account under Section 3C(d), including after it carries over to Track 2). Prepaid Fee Credit may satisfy at most fifty percent (50%) of any License Year’s Guaranteed Yearly Minimum (Section 3C(e)). Total prepayment earning credit is capped at the lower of two (2) times the Year-1 Guaranteed Yearly Minimum and the fixed amount on the Order Form. The exact credit rate, amount, cap, and expiry are written on the Order Form.

(d) Not member Credits. Prepaid Fee Credit is a billing credit against license fees only. It is not a Liana Banyan member Credit, Mark, or Joule. Marks, Credits, and Joules are NEVER converted to fiat money. Ever. (Section 3C(b).)

C4. TABLE C-3: BANDS (SCOPED PILOT, SIGNING PAYMENT, GUARANTEED YEARLY MINIMUM)

(a) Scoped Pilot. Before signing a Track 2 Order Form, a company may take a Scoped Pilot: a written pilot order stating its scope, workloads, success measures, and length [COUNSEL: the pilot order also serves as the time-limited Commercial License for the pilot’s scope]. The pilot fee is set by Band and tied to the stated scope. If the company signs a Track 2 Order Form, the pilot fee paid is credited against its Signing Payment; any part of the pilot fee greater than the Signing Payment (for the USD 1M+ Band, USD 2,500) is credited against License Year 1 fees. If it does not sign, the pilot fee is not refunded, except under Section 3D(a) [COUNSEL].

(b) Band fixed at signing. The Band is fixed on the Order Form for the Initial Term; a later change in Annual AI Spend does not change the Signing Payment or Guaranteed Yearly Minimum during the Initial Term, except by written agreement or a reopener under Section 6(h). The Band is re-checked at each renewal against Licensee’s Annual AI Spend for the twelve (12) months before the renewal.

C5. FOUNDING COHORT TERMS: A PUBLIC, TIME-LIMITED OFFER

The Founding Cohort rates in C2 and credit rates in C3 are a public offer, published in this Exhibit and open to any company on the same terms. The offer is limited in number and time: it is available only to the first ten (10) companies under C0, and only to a company that signs and pays within ten (10) business days after its own Offer Date. The offer closes when ten (10) companies have qualified or ninety (90) days after public launch, whichever comes first; public launch is the date Licensor first publishes this offer, stated with it [COUNSEL]. Once closed, the offer gives no most-favored-licensee right to any later Licensee or for any renewal.

C6. WORKED EXAMPLES (ILLUSTRATION ONLY; NOT A PREDICTION OF ANY LICENSEE’S SAVINGS)

Hypothetical Verified Net Savings figures, chosen only to show the arithmetic.

Speed, USD 10M+ Band, USD 1,000,000 Verified Net Savings in every License Year of the Initial Term:

On the 10-year term, a USD 100,000 fee year equals the USD 100,000 Guaranteed Yearly Minimum for the USD 10M+ Band, so that minimum is what is due.

First USD 5,000,000 only: USD 1B+ Band, USD 100,000,000 Verified Net Savings in License Year 1. A Founding Cohort Speed Rate lowers the fee by USD 250,000 on every term (3-year USD 11,750,000 to USD 11,500,000; 5-year USD 11,500,000 to USD 11,250,000; 10-year USD 11,250,000 to USD 11,000,000), because it applies to the first USD 5,000,000 slice only.

Member discount: License Year 1 rate on the first slice for a member in good standing: 3-year standard 20%; 3-year Founding Cohort 16%; 5-year standard 16%; 5-year Founding Cohort 12%; 10-year standard 12%; 10-year Founding Cohort 10% (the floor, so no member discount applies); every slice above USD 25,000,000 stays at 10%.

Minimum, USD 10M+ Band, 3-year term, a License Year with USD 200,000 Verified Net Savings: fee USD 50,000 is below the USD 100,000 Guaranteed Yearly Minimum, so USD 100,000 is due; at most USD 50,000 of it may be paid with Prepaid Fee Credit. A Licensee on that term that ceases use after License Year 1 still owes the USD 100,000 minimum for License Years 2 and 3, USD 200,000 in all.

Prepaid Fee Credit, USD 100,000 prepaid: within 10 business days USD 110,000 credit; within 30 days USD 105,000; after 30 days USD 100,000; Founding Cohort taking no Speed Rate USD 115,000; any Licensee taking a Speed Rate, Founding Cohort or 30-day, at most USD 105,000. Prepay cap for the USD 10M+ Band: the lower of USD 200,000 and the Order Form amount.

Track 1 Starter: a month with zero or negative Verified Net Savings, USD 0; a month with USD 20,000, USD 6,000. A USD 500 prepayment that has paid three USD 150 monthly bills leaves USD 50 of Prepaid Fee Credit on the account against future fees, with no cash value. Trailing-twelve-month Annual AI Spend of USD 840,000 is eligible for Track 1; USD 1,020,000, or exactly USD 1,000,000, is not, and Section 3B(g) applies.

Early exit: USD 10M+ Band, 3-year term, use ceases at the end of License Year 1 with that year paid: paying the remaining minimums, USD 100,000 + USD 100,000 = USD 200,000, as each License Year would have ended; or the one-time early-exit fee, 50% of USD 200,000 = USD 100,000, due thirty days after cessation.

Refund exception: USD 100,000 prepaid within 10 business days and issued as USD 110,000 of Prepaid Fee Credit, of which USD 44,000 has been applied; on a Section 3D refund, the unused USD 66,000 of credit is refunded as USD 66,000 / 1.10 = USD 60,000 cash.

Quarterly invoices: USD 10M+ Band, 3-year standard term, USD 2,000,000 of Verified Net Savings in each License Quarter: invoices of USD 500,000, USD 500,000, USD 400,000, and USD 300,000, each the year-to-date fee less fees already invoiced, USD 1,700,000 for the License Year.

Activation fee and pilot: USD 1M+ Band, USD 5,000 pilot fee paid, 3-year standard term, USD 100,000 Verified Net Savings in License Year 1: no Signing Payment cash is due; USD 2,500 of Signing Payment and USD 2,500 of pilot excess are credited against the USD 25,000 License Year 1 fee, leaving USD 20,000.

Track 2 credit expiry: USD 220,000 of Prepaid Fee Credit on a 3-year term whose fee equals the USD 100,000 minimum every License Year: USD 50,000 is used each year, and USD 70,000 unused expires at the end of the Initial Term. If the fee is USD 250,000 every year, all USD 220,000 is used by License Year 2.

Crossing USD 1,000,000 on Track 1: notice on 1 October 2026; Track 1 continues through 30 November 2026; a Track 2 Effective Date of 1 December 2026, or cessation. Unused Track 1 credit carries over with no expiry date.

Re-baseline: 1,000 million tokens at a pre-adoption mix of 60% model A (list USD 10 per million, actually paid USD 8) and 40% model B (USD 2 per million, list and paid): USD 5,600, not the USD 6,800 list-price figure.

Renewal: a 3-year Founding Cohort Licensee with USD 1,000,000 of Verified Net Savings pays USD 200,000 in License Year 3 and, if Table C-1 is still the published rate, USD 250,000 in its first renewal License Year.

C7. NOT YET SET

Every [FOUNDER] and [COUNSEL] item above is not operative until set. Until then, none of them may be stated on an Order Form.