Unclassified

32 — Licensing Strategy

Status: CANONICAL · Commercial OS
Owner: Founder (legal counsel review pending — flag, not blocker)
Last verified: 2026-07-21

Purpose

The commercial-legal frame: what a seat legally is, contract structures, term mechanics, and the licensing positions that protect both revenue and doctrine ("truth you own" must be true in the contract, not just the copy).

Target audience: Founder, future sales/finance hires, buyers' procurement and legal (43 Procurement FAQ is the buyer-facing rendering).

1. License Model

Unit: the named-user seat — one human + their Twin. Not concurrent, not floating; a seat is a person's working identity (their Twin's memory scope and approval authority are personal — floating seats would break governance attribution, which is a product reason procurement understands).

Term	Position
Seat reassignment	Free, immediate, when a person leaves/changes role; Twin scope re-provisions; history remains in tenant audit
Seat true-up	Quarterly, automatic report, net-new billed at contract rate (no retroactive penalties — trust posture)
Seat reduction	At renewal; mid-term reductions only in Enterprise agreements with negotiated flex band (±10%)
Minimums	Starter/Growth: none · Command sales-assisted: 10 · Enterprise: 15 seats / ~$25K ACV floor
Affiliates	Included within a single controlled group under one MSA; separate tenants per legal entity when data isolation demands

2. Contract Architecture

Paper stack: Order Form → MSA → DPA → (Enterprise) SLA + Security Addendum. Self-serve tiers ride click-through ToS; sales-assisted uses our paper by default (fallback: customer paper for 100+ seat deals only, with non-negotiables preserved).

Non-negotiables (the doctrine, contractualized):

Customer owns customer data and derived Spine content. Our license to process is limited to providing the service. On termination: export in open formats, 60-day retrieval window, then deletion with certification. "Truth you own" is a contract clause, not a slogan.
No training on customer data for foundation models; no cross-tenant data use. Aggregated, de-identified telemetry for service improvement only, opt-out available in Enterprise.
Approval attribution is immutable. Audit records of proposals/approvals/executions are tamper-evident and survive user deletion (compliance need + our governance story made legal).
Provider-agnostic AI clause: we may swap underlying model providers with notice; customer memory and truth are unaffected (this is a feature in legal clothing — name it in the contract).

Standard terms: 12-month default; auto-renew with 30-day notice; payment Net-30 annual upfront (monthly billing +20% self-serve only); price-increase cap at renewal: max(7%, CPI) with 60-day notice; uptime SLA 99.9% Enterprise (credits schedule), best-efforts published status otherwise.

3. Positions on Common Redlines

Buyer ask	Our position	Rationale
Unlimited liability	Cap at 12-month fees; carve-outs: confidentiality breach, data-protection breach, IP infringement (industry standard)	Insurable, fundable, fair
IP indemnity	Yes, standard defense obligations	Table stakes
On-prem / self-host	No. Cloud multi-tenant with isolation; Enterprise data-region selection roadmap	Edge architecture is the margin moat (FINANCIAL_MODEL §2); don't sell it away
Source-code escrow	Decline at our stage; revisit at scale	Cost/benefit honesty
Custom SLAs above 99.9%	Decline until infra history proves it	Never contract what we haven't measured
MFN / benchmarking clauses	Decline	Price-book integrity (30 §3)
Audit rights	Annual, notice-based, SOC-report-first (report satisfies most asks)	Standard

4. Design-Partner & POV Paper

Design Partner Agreement (2026 cohort): −50% year 1 pricing per 30 §3 in exchange for: named-logo rights, case-study participation with approval rights, monthly feedback sessions, metric instrumentation consent (28 §4). Converts automatically to standard paper at −20% year 2 unless either party exits.

POV Agreement: 30 days, ≤10 seats, full Command, mutual NDA, success criteria + decision date attached as exhibit, data deleted-or-converted at end. No auto-conversion to paid without an order form (no gotcha renewals — trust posture from first paper).

KPIs: contract cycle time (target < 3 weeks sales-assisted); redline frequency per clause (top-3 redlines reviewed quarterly — recurring redlines become standard positions); % deals on our paper; zero doctrine-clause concessions.