# Ledgerful Small-Entity Commercial Exception (v1.0)

> This file is the additional permission referenced by the `Required Notice:` line in `LICENSE`. 
> Keep the PolyForm base text verbatim; this Exception only *adds* permissions.

Licensor: **Ledgerful, LLC**. "Software" refers to the software identified by the repository's
PolyForm `Required Notice:` (Ledgerful, as distributed under the PolyForm Noncommercial License).

## Grant

In addition to the rights granted by the PolyForm Noncommercial License 1.0.0, the Licensor grants a
**Qualified Small Entity** a royalty-free, worldwide, non-exclusive license to make **Internal
Business Use** of the Software, subject to all other terms of the PolyForm Noncommercial License and
the definitions and conditions below.

> **Core constraint: others may not commercialize the new-license Ledgerful.** This Exception grants
> Internal Business Use only and grants no right to (a) offer the Software itself, (b) offer modified
> versions or derivative works, (c) provide hosted access to the Software to third parties, or (d)
> distribute products incorporating substantial portions of it. Commercializing the Software requires
> a separate written OEM/redistribution agreement.

## Definitions

- **"Entity"** means a corporation, LLC, partnership, sole proprietorship, unincorporated
  association, or other legal or commercial organization.
- **"Affiliate"** means any Entity that directly or indirectly Controls, is Controlled by, or is
  under common Control with another Entity. *(The Affiliate and Control definitions here apply only
  to eligibility and revenue aggregation under this Exception and do not modify the base PolyForm
  license, including PolyForm's "Your company.")*
- **"Control"** means the direct or indirect power to direct or cause the direction of an Entity's
  management or policies, whether through ownership, voting rights, contract, or otherwise. Control
  is presumed where a person or Entity (a) owns or controls at least 50% of voting power or equity,
  (b) may appoint or remove a majority of the governing body, or (c) otherwise has the practical
  power to direct management or policies. Control may exist below 50%.
- **"Change of Control"** means a merger, acquisition, sale of substantially all assets, or any
  transaction or series of transactions that changes which person or Entity Controls You.
- **"Measurement Date"** means the last day of each calendar month and the effective date of any
  Change of Control.
- **"Measurement Period"** means: for a month-end Measurement Date, the twelve completed calendar
  months ending on that date; for a Change-of-Control Measurement Date, the twelve completed calendar
  months ending before the transaction date. If an Entity has existed fewer than twelve months, the
  period begins on its formation date and its Gross Revenue is not annualized (actual revenue only).
- **"Gross Revenue"** means all revenue, receipts, and other income from any source recognized or
  accrued under the accounting method the Entity uses consistently in its financial statements or tax
  returns, before deduction of costs, reduced only by bona fide returns, refunds, and allowances. It
  excludes: (a) sales/VAT/similar taxes collected for and remitted to a government; (b) proceeds of
  equity investment or borrowing; (c) capital contributions; (d) proceeds from sales of capital
  assets outside the ordinary course; and (e) inter-Affiliate amounts eliminated in Aggregated Gross
  Revenue. An Entity may not change its accounting method primarily to qualify for this Exception;
  any change must be required by law, applicable accounting standards, or a consistently applied bona
  fide business practice.
- **"Aggregated Gross Revenue"** means the sum of Gross Revenue for You and every Entity that is Your
  Affiliate on the Measurement Date, for the same Measurement Period, eliminating inter-Affiliate
  transactions. Following an acquisition or Change of Control, it includes the full Measurement-Period
  Gross Revenue of every current Affiliate. Revenue in a currency other than U.S. dollars is
  converted using the average exchange rate for the Measurement Period published by the U.S. Federal
  Reserve (or, if unavailable, another nationally recognized central bank, selected reasonably and
  applied consistently).
- **"Qualified Small Entity"** means You and Your Affiliates collectively, provided Aggregated Gross
  Revenue is less than US$1,000,000 on the applicable Measurement Date. (Eligibility is revenue-based
  only — available funding, capital raised, or valuation do not affect it.)
- **"Internal Business Use"** means use of the Software for Your own internal operations (including on
  Your own or a third-party-managed VM, private CI runner, or cloud environment used for Your
  internal operations), or to support professional or consulting services You provide, but excludes:
  (a) offering the Software itself; (b) offering modified versions or derivative works; (c) providing
  hosted access to the Software to third parties; and (d) distributing products incorporating
  substantial portions of the Software.
- **"Authorized Contractor"** means a third party engaged to provide services to a Qualified Small
  Entity, acting solely for that entity's benefit under written obligations at least as protective as
  these terms.
- **"Written Authorization"** means a written Commercial License or other written permission from the
  Licensor.
- **"Production Use"** means use of the Software in live operations or to process real or business
  data, as distinct from testing or evaluation in a non-live environment.
- **"Evaluation Use"** means internal, non-Production Use to assess commercial fit.

## Conditions and lifecycle

- For a Qualified Small Entity, Internal Business Use is a permitted purpose under the PolyForm
  Noncommercial License 1.0.0.
- Eligibility is determined on each Measurement Date. At exactly US$1,000,000 Aggregated Gross
  Revenue, You are no longer a Qualified Small Entity.
- **Continuing grant during transition:** if You cease to qualify solely because Aggregated Gross
  Revenue reaches or exceeds US$1,000,000, or because of a Change of Control, this Exception remains
  effective for 90 days after the applicable Measurement Date. Before that period expires You must
  obtain Written Authorization or cease all commercial use.
- **Requalification:** an Entity that later falls below US$1,000,000 requalifies only after 12
  consecutive months with Aggregated Gross Revenue below the threshold, and is not entitled to a
  second 90-day transition within any 24-month period.
- **Authorized Contractor:** an Authorized Contractor may exercise a Qualified Small Entity's rights
  solely while providing services to that Qualified Small Entity and solely for its benefit. The
  Qualified Small Entity remains responsible for the contractor's compliance. No contractor receives
  rights for its own independent business use.
- **Eligibility records:** You must make a good-faith eligibility determination on each Measurement
  Date and retain records reasonably sufficient to support it for three years. No financial
  disclosure is required unless reasonably requested in connection with a specific eligibility
  dispute, subject to confidentiality protections.
- **Effect of breach:** if You breach this Exception, the additional permissions it grants terminate;
  Your rights under the base PolyForm Noncommercial License continue to the extent independently
  available. Revenue-based expiration (crossing the threshold) is not a breach and receives the
  90-day transition above.
- This Exception adds permissions only; all other terms of the PolyForm Noncommercial License
  continue to apply.

## Evaluation Exception

The Licensor grants an Entity that is not otherwise eligible (a commercial Entity at or above the
threshold) a non-exclusive license for Evaluation Use of the Software for 30 days, once per Entity
and its Affiliate group. The period begins on the Entity's first use of a version distributed under
this license, does not reset upon upgrades, new versions, or Affiliate transfers, and permits 
internal, non-Production Use only. It ends after 30 days unless Written Authorization is obtained. 
Qualified Small Entities and permitted noncommercial users do not need this — they are already licensed.

## Commercial use beyond this Exception

Commercial use at or above the threshold requires a separate written Commercial License. Reselling,
hosting the Software as a service for third parties, OEM embedding, or distributing products
incorporating substantial portions of the Software requires a separate written OEM/redistribution
agreement, regardless of size. Contact: legal@ledgerful.dev