Gendl AGPL Exemption Royalty Agreement

1. Introduction and Definitions

This agreement ("Agreement") is between Genworks International ("Genworks") and users of Gendl software who wish to opt out of certain requirements of the GNU Affero General Public License version 3 ("AGPL").

For the purposes of this Agreement:

  • "Gendl" refers to the Gendl software, a knowledge-based engineering system licensed by Genworks under the AGPL.
  • "User" refers to any individual or entity using Gendl to develop, deploy, or distribute applications.
  • "Application" refers to any software, service, API, or system that incorporates or is built using Gendl.
  • "Revenue" refers to gross revenue derived directly or indirectly from Applications using Gendl.
  • "Reporting Period" refers to calendar quarters ending March 31, June 30, September 30, and December 31.

2. AGPL Compliance Requirements

Gendl is licensed under the AGPL, which requires, among other things, that Users make the complete source code of Applications built with Gendl available to all recipients of the Application.

Genworks interprets AGPL requirements as follows:

  • Applications built with Gendl incorporate elements of Gendl through the compilation process and therefore fall under AGPL licensing requirements
  • Source code must be made available to ALL users of the Application (whether inside or outside the company/entity hosting or distributing the Application)
  • This applies to both direct and indirect distribution of Applications
  • "Web applications" require making source code available to all users who can access the Application through the network
  • API and Service Providers (e.g., ShapeServices or gendl-mcp servers) must comply with AGPL requirements for all knowledge-based engineering models, rules, and domain-specific content that represents valuable corporate knowledge

3. Royalty Terms

Genworks offers Users the option to exempt their Applications from certain AGPL requirements, specifically the requirement to make source code available to users of the Application, by paying a royalty as specified in this Agreement.

3.1 Royalty Rate

Users choosing AGPL exemption agree to pay Genworks a royalty of 5% of all Revenue generated from Applications using Gendl.

3.2 Payment Schedule

Royalty payments are due by the 30th day following the end of each calendar quarter.

3.3 Revenue Definition

"Revenue" includes all income derived directly or indirectly from Applications using Gendl, including but not limited to: - Software license fees - Subscription fees - Usage fees - API access fees - Consulting fees related to the implementation, customization, or usage of the Application - Support fees directly related to the Application

Artificial arrangements to minimize reported revenue (such as charging nominal amounts for Applications while charging substantial fees for related services) are considered circumvention of this Agreement.

3.4 Payment Methods

Royalty payments may be made via Stripe (preferred), wire transfer, or other methods approved by Genworks.

4. Separation of Royalty and Support Services

It is expressly understood that royalty payments under this Agreement are solely for the right to exempt Applications from certain AGPL requirements. Royalty payments do not entitle the User to:

  • Technical support
  • Maintenance updates
  • Training
  • Consulting services
  • Bug fixes or feature enhancements

Separate support and maintenance agreements are available through Gornskew, a sister company to Genworks. For information on support options, please visit [Gornskew website URL].

Traditional commercial licensing options with Allegro CL and full support packages remain available for enterprise customers preferring that approach. Contact Genworks for details.

5. Mixed Usage Handling

Users may have both AGPL-compliant Applications and AGPL-exempt Applications. In such cases:

  • Users must maintain separate revenue tracking for AGPL-exempt Applications
  • Royalty payments are due only on revenue from AGPL-exempt Applications
  • For simplicity, Users may choose to pay royalties on all Gendl-related revenue, even if some Applications are AGPL-compliant

6. Reporting Requirements

Users shall provide a quarterly self-reported statement of Revenue from AGPL-exempt Applications. This statement should include:

  • Total Revenue for the quarter from AGPL-exempt Applications
  • Calculation of royalty amount (5% of reported Revenue)
  • Brief description of the Applications generating the Revenue

Genworks may request reasonable supporting documentation to verify Revenue reporting, though Genworks will make such requests sparingly and with consideration for User's administrative burden.

7. Term and Termination

7.1 Term

This Agreement remains in effect as long as the User continues to use Gendl in AGPL-exempt Applications.

7.2 Termination

Users may terminate this Agreement by: - Ceasing to use Gendl in their Applications; or - Bringing their Applications into full compliance with AGPL requirements

7.3 Effect of Termination

Upon termination, Users must either: - Cease using Gendl in their Applications; or - Bring their Applications into full compliance with AGPL

7.4 Breach

If a User fails to comply with the terms of this Agreement, including failure to pay royalties when due, Genworks may: - Provide written notice of breach - Allow a 30-day cure period - If the breach is not cured, terminate the AGPL exemption, at which point all Applications must comply with AGPL requirements

8. General Provisions

8.1 Confidentiality

Genworks will treat Revenue reports as confidential information and will not disclose specific figures to third parties except as required by law.

8.2 Applicable Law

This Agreement shall be governed by the laws of Michigan, USA, without regard to its conflict of law provisions.

8.3 Contact Information

For questions about this Agreement, royalty payments, or other matters, please contact:

Genworks International
[email protected]
+1 (313) 268-2086
https://genworks.com

9. Acceptance

By using Gendl in a manner that does not comply with all AGPL requirements, User agrees to be bound by the terms of this Agreement.