# Tylium Evolutive License Framework (TELF)

# License Agreement

Version 1.1 - February 1, 2026

TELF-LICENSE-1.1

---

## Document License

The text of this License Agreement is made available under the Creative Commons Zero (CC0) 1.0 Universal license. To the extent possible under law, Tylium SRL has waived all copyright and related or neighboring rights to this document.

You can copy, modify, distribute and perform the work, even for commercial purposes, all without asking permission.

For more information, see: [https://creativecommons.org/publicdomain/zero/1.0/](https://creativecommons.org/publicdomain/zero/1.0/)

---

## Agreement

This License Agreement (the "Agreement") is made between:

Tylium SRL, registered in Belgium with company number BCE/KBO: BE1000798191 ("Licensor")

and

The user of the Software ("Licensee")

## 1. Definitions

1.1 "Software" means the computer programs, associated media, documentation, and any updates or modifications provided by Licensor.

1.2 "Contribution" means any work of authorship, including modifications or additions to the Software, that is submitted to Licensor for inclusion in the Software.

1.3 "Commercial Use" means any use of the Software by an entity for the purpose of generating revenue, whether directly or indirectly.

1.4 "Marks" means the Licensor's trademarks, service marks, trade names, logos, and brand elements.

1.5 "Service Level Agreement" or "SLA" means the separate agreement governing support services for commercial licensees.

## 2. License Grant

### 2.1 Open Source Option

The Software is licensed under either the GNU General Public License version 3 (GPL-3.0) or the GNU Affero General Public License version 3 (AGPL-3.0), as specified in the Software distribution. A copy of the applicable license is included in the Software distribution.

### 2.2 Commercial Option

Subject to payment of applicable fees, Licensor grants to Licensee a non-exclusive, worldwide, non-transferable license to use, modify, and distribute the Software under the terms specified in Section 3 (Commercial License Terms).

### 2.3 License Evolution Clause

The Licensor reserves the right to make any part or the entirety of the Software, including all contributions to that part, available under more permissive licensing terms. The evolution framework supports the following transitions from more restrictive to less restrictive licenses:

- a) AGPL-3.0 to GPL-3.0
- b) GPL-3.0 or AGPL-3.0 to MPL-2.0
- c) GPL-3.0 or AGPL-3.0 to a combination of MIT License and Apache License 2.0
- d) MPL-2.0 to a combination of MIT License and Apache License 2.0

Such availability of more permissive licensing:

- a) May apply to the whole Software or to specific components/modules
- b) Does not affect existing commercial licenses or service levels
- c) Provides additional rights to commercial licensees while maintaining all their existing rights and services
- d) May occur at different times for different components
- e) May use different evolution paths for different components
- f) Automatically grants commercial licensees all rights under the new license terms when they become available

The Licensor will:

- a) Maintain a clear record of which components are available under which licenses
- b) Continue to provide all services and support as specified in the commercial license
- c) Inform licensees when components become available under more permissive licenses
- d) Handle all components as part of the complete licensed package, regardless of their individual license status

### 2.4 Patent Rights

The Software is protected by patent rights under terms compatible with:

- a) GPL-3.0 or AGPL-3.0 for the open source option
- b) The commercial terms specified in Section 3.1 (License Grant and Scope)
- c) Future GPL-3.0, MPL-2.0, or MIT+Apache-2.0 licensing as described in Section 2.3

Any patent rights granted under this Agreement:

- a) Continue through any license evolution described in Section 2.3
- b) Terminate automatically if Licensee initiates patent litigation regarding the Software
- c) Apply worldwide subject to applicable export controls and local laws

## 3. Commercial License Terms

### 3.1 License Grant and Scope

The Commercial License grants Licensee organization-wide rights to use, modify, and distribute the Software, subject to the terms and conditions of this Agreement.

#### 3.1.1 Scope of License

- Full access to all components and modules
- Organization-wide usage rights, including contractors
- No restriction on number of applications or products
- Access through authorized package repositories:
  - JavaScript/TypeScript modules through authorized registries
  - crates.io for Rust modules

### 3.1.2 License Tiers

The Software is offered under different license tiers based on the Licensee's organization size and requirements.

License tiers are determined based on factors including but not limited to:

- Annual company revenue or funding
- Number of required developer seats
- Usage volume and scale
- Support requirements

The applicable tier and specific commercial terms for each Licensee are documented in their Order Form.

#### 3.1.3 License Duration and Updates

- Perpetual license for downloaded versions (defined as any specific version obtained through authorized package repositories during the license term)
- Includes minor updates (x.y.z to x.y.w) and patch updates
- Major and minor version updates included for first year
- Annual renewal required for access to new versions
- Right to use downloaded versions survives termination

### 3.2 Competitive Use Restrictions

#### 3.2.1 Prohibited Uses

Under this commercial license, Licensee shall not:

- a) Create, develop, publish, or distribute any software library, framework, or development kit that:

  - Competes directly with the Software
  - Provides substantially similar functionality to the Software
  - Repackages or redistributes components of the Software as a development library

- b) Market or distribute any portion of the Software as part of a competing library, framework, or development toolkit, whether standalone or as part of a larger offering

#### 3.2.2 Permitted Uses

This license explicitly permits:

- a) Using the Software to create and distribute end-user applications, products, or services
- b) Creating plugins, extensions, or applications that run on or interact with the Software
- c) Modifying or extending the Software for Licensee's internal use
- d) Developing and distributing products that use the Software as an internal component, provided such products are not themselves competing libraries or frameworks

#### 3.2.3 Definitions

For the purposes of this section:

- a) "Competing" means providing developers with substantially similar development capabilities, tools, or frameworks as the Software
- b) "Library" or "Framework" means any collection of software components, tools, or utilities intended primarily for use by other developers in their development process
- c) "End-user application" means software intended for direct use by end users rather than developers

### 3.3 Revenue Declaration and Calculation

#### 3.3.1 Revenue Sources

For the purpose of determining applicable license tiers:

- a) For Individual Licensees, "revenue" includes:

  - Direct sales of products using the Software
  - Subscription fees
  - Consulting or support services related to products using the Software
  - Crowdfunding, donations, or sponsorships related to Software usage
  - Advertising revenue from products using the Software

- b) For Entity Licensees, "revenue" means:

  - Total worldwide revenue of the entity and its Affiliates from all sources
  - All funding received, including investments and grants
  - Revenue is calculated on a trailing twelve-month basis

#### 3.3.2 Revenue Certification

- Initial self-certification during license registration
- Annual self-certification on licensing anniversary
- Licensor reserves right to request reasonable documentation if specific grounds exist to believe certification is incorrect

### 3.4 Support and Services

Commercial licensees receive support services as defined in the separate Service Level Agreement (SLA). The SLA specifies:

- Support priority levels
- Response times
- Communication channels
- Additional benefits

Support services are governed by the terms of the SLA and may be modified according to its amendment provisions.

### 3.5 Confidentiality

#### 3.5.1 Confidential Information

Confidential Information includes:

- a) Commercial license keys and access credentials
- b) Non-public technical information provided under commercial support
- c) Information marked as confidential
- d) Pricing and commercial terms specific to the Licensee

#### 3.5.2 Protection of Confidential Information

Each party agrees to:

- a) Maintain confidentiality for 3 years after disclosure
- b) Use at least reasonable care in protecting information
- c) Limit access to those who need to know
- d) Notify the other party of unauthorized disclosure

#### 3.5.3 Exclusions

Confidentiality obligations do not apply to information that:
- a) Was public knowledge at time of disclosure
- b) Becomes public knowledge through no fault of recipient
- c) Was known to recipient prior to disclosure
- d) Is independently developed without use of Confidential Information
- e) Must be disclosed by law or court order

### 3.6 Third-Party Components

#### 3.6.1 Included Components

The Software may include third-party components that are:
- a) Licensed under compatible open source licenses
- b) Bundled with the Software
- c) Required for core functionality

#### 3.6.2 License Compliance

Licensee acknowledges that:

- a) Such components maintain their original licenses
- b) Compliance with third-party licenses remains Licensee's responsibility
- c) A list of third-party components and their licenses is maintained at THIRD-PARTY-NOTICES.md

#### 3.6.3 Dependencies

The Software may require external dependencies that:

- a) Are not included in this license
- b) Must be obtained and licensed separately
- c) May have their own terms and conditions

## 4. Intellectual Property Rights

### 4.1 Trademark Rights

#### 4.1.1 Protected Marks

The Licensor owns and reserves all right, title, and interest in and to its trademarks, service marks, trade names, logos, and brand elements ("Marks"), including but not limited to:

- a) The "Tylium" name and logo
- b) The "Cutoff" name and logo
- c) Product and framework names associated with the Software
- d) Any distinctive branding elements of the Software

#### 4.1.2 License Grant

The Licensor grants limited rights to use its Marks as follows:

- a) Open Source License Users may:

  - Reference the Marks to identify the origin of the Software
  - Use the Marks in accordance with published trademark guidelines
  - Indicate compatibility or derivation from the Software

- b) Commercial License Users may additionally:

  - Use the Marks in marketing materials
  - Indicate commercial partnership status
  - Display "Powered by" or similar attribution

#### 4.1.3 Restrictions

All users must:

- a) Not use the Marks in a misleading or disparaging manner
- b) Not incorporate the Marks into their own product names
- c) Not register domain names containing the Marks
- d) Not use the Marks as part of a company name
- e) Respect the Licensor's trademark guidelines as updated from time to time

#### 4.1.4 Quality Control

The Licensor reserves the right to:

- a) Review and approve specific uses of the Marks
- b) Withdraw permission for Mark usage if used improperly
- c) Update trademark usage guidelines
- d) Protect its Marks from dilution or misuse

### 4.2 Copyright Protection

The Software and all worldwide copyrights, trade secrets, and other intellectual property rights therein are the exclusive property of the Licensor.

## 5. Documentation

### 5.1 Scope

Documentation includes, but is not limited to:

- a) API documentation and references
- b) User guides and tutorials
- c) Implementation examples
- d) Technical specifications
- e) Integration guides
- f) Code comments and inline documentation
- g) Architecture and design documents
- h) Build and deployment instructions

### 5.2 License Terms

Documentation is an integral part of the Software and is licensed under identical terms:

- a) Under Open Source Option:

  - Licensed under GNU General Public License version 3 (GPL-3.0) or GNU Affero General Public License version 3 (AGPL-3.0), as applicable to the Software
  - Subject to the same copyleft requirements as the Software
  - Must be provided alongside any distribution of the Software
  - Modifications must be shared under the same license as the Software

- b) Under Commercial Option:

  - Licensed under the same commercial terms as the Software
  - Subject to all restrictions in Section 3.2 (Competitive Use Restrictions)
  - May be modified and distributed within the terms of the commercial license
  - Confidentiality obligations apply as specified in Section 3.5

### 5.3 Evolution Framework

Documentation follows the same evolution framework as the Software:

- a) May transition to more permissive terms (MPL-2.0 or MIT+Apache-2.0) alongside corresponding Software components
- b) Remains available under original terms
- c) Commercial licensees receive all benefits of license evolution automatically
- d) Evolution maintains package integrity as specified in Section 7.1 (Package Integrity)

### 5.4 Attribution Requirements

All documentation must maintain:

- a) Copyright notices
- b) License notices
- c) Attribution of original authors
- d) Clear marking of modifications
- e) All notices required by applicable license terms

### 5.5 Format and Access

Documentation may be provided in various formats including but not limited to:

- a) Markdown files
- b) HTML documentation
- c) PDF documents
- d) Source code comments
- e) Interactive guides

Access to documentation format source files is governed by the same terms as the documentation itself.

## 6. Contributions

### 6.1 Contribution Agreement

All contributors must sign the Contributor License Agreement (CLA) that includes:

- a) Grant of copyright license to the Licensor
- b) Grant of patent license to the Licensor
- c) Explicit permission for future relicensing under MPL-2.0 or MIT+Apache-2.0
- d) Representation of authority to grant these rights

### 6.2 Contribution License Terms

All contributions are licensed under the same terms as the original Software, meaning:

- a) Automatically available under GPL-3.0 or AGPL-3.0, as applicable to the Software
- b) Available for commercial licensing by the Licensor
- c) Subject to the same evolution framework as described in Section 2.3
- d) May be used by commercial licensees under their existing license terms
- e) Contributors cannot separately offer commercial licenses to their contributions

All contributors must understand and agree that their contributions become part of the dual-licensing model and cannot be withdrawn from either licensing track.

## 7. Evolution Framework

### 7.1 Package Integrity

The Software is licensed as a complete package:

- a) All components are covered by the commercial license terms
- b) Support and services apply to the entire package
- c) Individual component licenses do not affect the package service level

### 7.2 License Evolution Process

When making components available under more permissive licenses:

- a) The Licensor will maintain documentation of available licenses
- b) Commercial licensees will be notified of additional available rights
- c) The complete package remains under commercial license terms
- d) Support and services continue unaffected

### 7.3 Commercial License Continuity

Throughout the evolution of component licenses:

- a) Commercial license terms remain fully valid
- b) Service levels remain unchanged
- c) Support and maintenance continue as specified
- d) All commercial benefits remain in effect

## 8. Warranties and Liability

### 8.1 Open Source Option Warranties

Under the GPL-3.0 or AGPL-3.0 license option, the Software is provided "as is" and without any warranty of any kind, express or implied, including but not limited to the warranties of merchantability, fitness for a particular purpose, and non-infringement. The entire risk as to the quality and performance of the Software is with you.

### 8.2 Commercial Option Warranties

Under the commercial license option, and subject to having an active support subscription as defined in the Service Level Agreement, the following additional warranties are provided:

- a) Performance Warranty: The Software will perform substantially in accordance with its documentation when used as directed
- b) Security Response Warranty: Security vulnerabilities will be addressed according to the Priority 1 response times specified in the Service Level Agreement
- c) Support Warranty: All support services will be performed in a professional manner in accordance with the service levels specified in the Service Level Agreement

### 8.3 Liability Limitation

#### 8.3.1 Open Source Option

Under the GPL-3.0 or AGPL-3.0 license option, in no event shall the Licensor be liable for any damages of any kind arising from the use of the Software.

#### 8.3.2 Commercial Option

Under the commercial license option:

- a) The Licensor's total liability for all claims relating to this Agreement shall be limited to the amount paid by Licensee during the twelve (12) months preceding any incident giving rise to liability
- b) This limitation applies to all causes of action collectively, including without limitation breach of contract, breach of warranty, negligence, strict liability, misrepresentation, and other torts

#### 8.3.3 Exceptions

The liability limitations and exclusions above do not apply to:

- a) Death or personal injury caused by negligence
- b) Fraud or fraudulent misrepresentation
- c) Gross negligence or willful misconduct
- d) Any other liability that cannot be excluded under applicable law

## 9. Term and Termination

### 9.1 Term and Renewal

#### 9.1.1 Initial Term

The commercial license term begins on the effective date specified in the Order Form and continues for the period specified therein.

#### 9.1.2 Renewal

- a) The license automatically renews for successive periods as specified in the Order Form unless cancelled through
  Licensor's customer portal prior to the renewal date
- b) Renewal fees will be based on the license tier applicable to Licensee at the time of renewal
- c) Automatic renewal constitutes acceptance of the Agreement terms in effect at the time of renewal

### 9.2 Termination Rights

#### 9.2.1 By Either Party

Either party may terminate this Agreement:

- a) Upon material breach by the other party that remains uncured for thirty (30) days after written notice
- b) Immediately upon written notice if the other party becomes insolvent or subject to bankruptcy proceedings
- c) By mutual written agreement

#### 9.2.2 By Licensor

Licensor may terminate this Agreement:

- a) Immediately upon written notice for:

  - Violation of competitive use restrictions (Section 3.2)
  - Unauthorized use of Marks (Section 4.1)
  - Patent litigation against the Software (Section 2.4)

- b) Upon thirty (30) days written notice for:

  - Failure to make required payments
  - Material misrepresentation in revenue declarations
  - Failure to comply with export control requirements

#### 9.2.3 By Licensee

Licensee may terminate this Agreement:

- a) Upon thirty (30) days written notice if:

  - Licensor breaches warranty provisions (Section 8.2)
  - Support services consistently fail to meet SLA requirements

- b) With pro-rata refund if:

  - Rejecting Agreement modifications under Section 12.5
  - Rejecting SLA modifications as specified therein

### 9.3 Effects of Termination

#### 9.3.1 General Effects

Upon termination or expiration:

- a) Commercial license rights cease immediately
- b) Licensee must discontinue use of Marks
- c) Each party returns or destroys Confidential Information
- d) Payment obligations accrued prior to termination remain due
- e) Sections 3.5 (Confidentiality), 8 (Warranties and Liability), and 11 (Dispute Resolution) survive

#### 9.3.2 Open Source Continuation

- a) GPL-3.0 or AGPL-3.0 rights continue if in compliance with their respective terms
- b) Any rights under more permissive licenses (per Section 2.3) continue if in compliance
- c) Contributions remain under their existing licenses

#### 9.3.3 Wind-Down Period

- a) Licensee receives a sixty (60) day wind-down period to:

  - Transition to open source versions if desired
  - Complete active development cycles
  - Archive development assets

- b) During wind-down:

  - Critical security support continues
  - Regular support services cease
  - Existing applications may continue running

#### 9.3.4 Version Rights

After termination:

- a) Licensee retains perpetual rights to:

  - All versions of the Software released prior to termination
  - Use, modify, and develop new features based on these versions
  - Deploy and maintain applications using these versions
  - Provide customer support for applications using these versions

- b) No rights to versions released after termination
- c) May access security patches through open source releases

### 9.4 Evolution Framework Considerations

#### 9.4.1 Component Transitions

- a) Rights to use components under more permissive licenses per Section 2.3 survive termination
- b) Evolution status of components at termination remains fixed
- c) No automatic rights to future evolution of components

#### 9.4.2 Package Integrity

- a) Support for transitioned components follows Section 7.1
- b) Commercial termination does not affect integrity of evolved components
- c) Documentation remains available per Section 5

## 10. Compliance with Laws

10.1 Licensee shall comply with all applicable laws and regulations in its use of the Software, including but not limited to data protection, privacy, and export control laws.

10.2 Licensee represents that its use of the Software is not prohibited by any applicable laws or regulations

## 11. Dispute Resolution and Governing Law

11.1 This Agreement and any disputes arising out of or in connection with it shall be governed by and construed in accordance with the laws of Belgium.

11.2 In the event of any dispute, claim, or controversy arising out of or relating to this Agreement:

- a) The parties shall first attempt to resolve the dispute through good faith negotiations

- b) If negotiations fail, before initiating court proceedings, the parties shall attempt to resolve the dispute through mediation:

  - The mediation shall be conducted in Brussels
  - The mediator shall be selected by mutual agreement or appointed by BMEDIATION (the Belgian mediation center)
  - The allocation of mediation costs shall be determined by mutual agreement of the parties at the time of mediation
  - The mediation shall be conducted in English

- c) If mediation fails to resolve the dispute within 60 days of the mediator's appointment, either party may proceed with court litigation

11.3 The courts of Brussels, Belgium, shall have exclusive jurisdiction to settle any dispute not resolved through negotiation or mediation (including any dispute regarding this Agreement's existence, validity, or termination).

## 12. General Provisions

### 12.1 Contact Information

For all communications regarding this Agreement:

```plain
Tylium SRL
BCE/KBO: BE1000798191
Email: legal@tylium.io
```

All notices and communications under this Agreement shall be sent via email to the address specified above.

### 12.2 Entire Agreement

This Agreement constitutes the entire agreement between the parties regarding the Software licensing and evolution framework.

### 12.3 Assignment

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement to an affiliate or successor in interest.

### 12.4 Severability

If any provision of this Agreement is found void and unenforceable, such provision will be replaced to the extent possible with a provision that comes closest to the meaning of the original provision and which is enforceable.

### 12.5 Amendments

Each version of the Software is governed by the license terms provided with that version. Support services are governed by a separate Service Level Agreement. Any custom commercial terms must be agreed in writing.

## Document History

### Version 1.1 (2026-02-01)

- Enhanced license evolution framework with multiple transition paths:
  - Added AGPL-3.0 → GPL-3.0 evolution path
  - Added MPL-2.0 → MIT+Apache-2.0 evolution path
  - Clarified GPL-3.0 and AGPL-3.0 as supported base licenses
- Updated Section 2.1 to support both GPL-3.0 and AGPL-3.0
- Updated Section 2.3 to document all four evolution paths
- Updated Section 2.4 patent rights to cover GPL-3.0 and AGPL-3.0
- Updated Sections 5.2, 6.2, 8.1, 8.3.1, 9.3.2 to support both base licenses
- Clarified product-specific license applications (AudioUI: GPL-3.0, Fusion: AGPL-3.0)

### Version 1.0 (2025-02-07)

- Initial release