Legal / entitlement-terms / v1 · current

Entitlement terms

Operative text under counsel review — this summary is non-operative

This page states the substance of the Entitlement terms so that a prospective payer can evaluate the purchase, and so the terms can be criticised before anyone is asked to accept them. It is not the instrument and creates no rights or obligations. The operative text publishes at its own permanent URL, in full, before checkout can accept it — that ordering is a precondition of opening checkout at all, not a courtesy.

version: v1 — summary
state: substance published; operative text under counsel review
permalink: /legal/entitlement-terms/v1
issuer: Purpose Source Association
questions: legal@purposesource.org · billing@purposesource.org

1. What an Entitlement is

An Entitlement is an ordinary bilateral contract between a purchasing organisation and the Purpose Source Association. Nothing exotic happens in it: the organisation pays the Purpose Fee stated in the published schedule for its band and lane, and the Association records a credential for that organisation in the public registry and issues a signed certificate naming it.

Two relationships are kept deliberately apart. The Purpose Source License binds users of adopting projects, is granted by each project's own contributors, and contains no obligation to pay anyone anything. These terms bind the purchaser and the Association, and say nothing about any project's code. The Association is never a licensor of that code (Art. 4 of the statutes), so an Entitlement is never "a licence from the Association".

2. What the purchaser receives

A registry credential. A public record that the named organisation holds a current Entitlement of a stated lane and period, plus a signed entitlement record any third party can verify offline — the artifact a scanner or a procurement tool reads.
A certificate. An ES256-signed credential, logged in the transparency log before delivery, verifiable at the verification page and nowhere else.
Steward covenants. The Association covenants: to keep the credential recorded and readable for its term and afterwards as history; to answer coverage questions from published artifacts only; to apply the published schedule to the purchaser on the same terms as to everyone else; not to disclose the purchaser's contact person; and not to enforce, or authorise the enforcement of, any claim it holds against the purchaser in respect of the use the credential covers.
Amnesty covenants on purchase — see section 7.
A claim-language kit. The exact permitted wording for describing the purchase publicly, and the framing that is excluded — see section 9.

3. What an Entitlement is expressly not

The rights-chain limit, stated plainly

An Entitlement is expressly not a warranty that the registered code is non-infringing, nor that a project's licensors held the rights they purported to license, nor that a repository's adoption was authorised by everyone whose code is in it. The Association sells a credential and its own covenants. It does not, and structurally cannot, warrant other people's rights chains: it holds no rights in any project's code and performs no provenance audit of any repository.

Also expressly not included:

No indemnity for third-party intellectual-property claims arising from the purchaser's use of any project's code. Where a project's own licence disclaims warranties — it does — that disclaimer is unaffected by this purchase.
No support, maintenance, or service level for any project. The Association is not the vendor of any software.
No influence over a project. Paying buys no roadmap input, no priority, no listing prominence, and no seat anywhere. A payer's category selections are printed on its certificate and are advisory as to routing (Art. 7).
No representation about tax treatment. The Purpose Fee is structured and invoiced as a software-licensing business fee. Whether it is deductible, and how it is characterised, depends on the purchaser's jurisdiction and circumstances — obtain your own advice.

4. Band self-certification

Price depends on the purchaser's band, and the purchaser states its own band: one binding, timestamped tick at checkout, declaring the consolidated group's revenue range for its prior tax year. That is the whole mechanism.

No audit right, no inspection clause, no reporting duty — not in the licence and not here. An audit clause is a categorical procurement veto, and its permanent exclusion is a never-reopen item (what we can never do).
Under-certification is a true-up, not a trap. Where a purchaser certifies a band lower than the one that applied, the remedy is payment of the difference for the period concerned. The Entitlement is voided only for bad faith — a knowingly false certification — and a voided Entitlement is recorded as voided rather than quietly deleted.
Growth mid-term does not reprice the term. Crossing into a higher band during a paid term takes effect at renewal. The licence's own 60-day cure window governs the licence side.
Usage declarations. A purchaser declares which registered projects it uses, so that routing can be attributed to them. Declarations are used for routing and aggregate reporting; a declaration is never published as a per-purchaser list of dependencies.

5. Vesting, term, and renewal

The formula is one line, and it is the same in the licence text, in these terms, and on every certificate:

A version is vested if and only if its publication date falls on or before the end of the paid term.

At activation that is the whole back catalogue of every covered project, plus everything published during the term.
Renewal extends the term end into the next year's releases. Terms are annual and renew only on the purchaser's action — there is no automatic renewal and no auto-charge; a renewal notice goes out before expiry.
Vesting is permanent. Non-renewal, project exit, delisting, waiver revocation, and the Association's own failure cannot reach a vested version. Lapse acts on versions published afterwards, never on what is already deployed.
Lapse has a grace window. For 30 days after expiry, coverage answers lapsed-in-grace rather than no; after it, the licence's own cure window governs.
Lanes. Project (one repository), Portfolio (all repositories of one administrator), and the Pass (every registered repository). The ordering rule is published: the Pass always dominates at scale, and no stack of single-lane Entitlements may beat it.

6. Payment, invoicing, and refunds

Merchant of record. Entitlements are sold through a merchant of record, which is the seller to the purchaser, issues the invoice, handles card processing, and accounts for indirect tax. Card and bank details never reach the Association.
Refunds. A full refund is available within 14 days of purchase, on request, provided the credential has not been used as proof of coverage in a dispute. On refund the credential is revoked prospectively, the registry records the revocation, and no vesting attaches. After 14 days the term runs; the Association refunds a proportion where it has failed to record or maintain the credential, and says so in the ledger.
Band corrections. A purchaser that certified the wrong band in good faith may correct it; the difference is invoiced or refunded, and the correction is a new row rather than an edit.
Where the money goes. Net proceeds after the published, capped, audited operating costs are routed to the seven category funds. The full fee stack, the cap, the one-month hold, and the ledger methodology are on where the money goes. Every figure there is labelled illustrative until a settled transaction measures it.
Sanctions screening. The Association screens purchasing organisations against the applicable sanctions lists before recording a credential, and declines rather than records where it must.

7. Amnesty covenants on purchase

Buying an Entitlement carries amnesty covenants on purchase: covenants not to sue in respect of the purchaser's past use of the covered software, given by the Association and by the project's steward of record — and, honestly, by nobody else.

The limit matters, so it is stated rather than implied: the licence is granted per licensor, so a project's code carries the copyrights of many contributors. Neither the Association nor a steward of record can release a claim they do not hold. A broader release would require contributors to opt into an enforcement mandate — a separate, voluntary instrument that does not exist today. The covenants above, plus the licence's 60-day cure window, are what a purchase actually delivers: friendly compliance, never ambush. Anyone telling you a purchase buys a total release of the past is describing something that has not been built.

8. The donate-direct lane

An organisation whose policy prefers giving directly may satisfy the licence's condition through a Donation Entitlement: a documented direct donation, of the amount the published schedule states for that organisation, to a charity on the Association's published list. The money never passes through the Association.

It is a compliance lane, not a product: the Association records the credential and takes no fee on that path.
Recording requires documentation of the donation. The evidentiary standard is published in the registry's own terms, is under counsel review with the rest of this document, and is not stated here as though settled.
A Donation Entitlement is recorded in the same registry and answers the same coverage question, so verification stays uniform across lanes.
Certificates on this lane state the lane. Someone who donated directly is not described as having paid a Purpose Fee, and vice versa.

9. How a purchase may be described publicly

A certificate is a regulated claim in the European Union and the United Kingdom (Directive (EU) 2024/825; the UK's green-claims rules; Swiss unfair-competition law), so the permitted wording ships with it rather than being left to a marketing team. The pattern names what is verifiable and excludes what is not:

Permitted: the Entitlement held, the Purpose Fee amount, the period, and the categories — the pattern and its exclusions are in the OSPO and legal pack, and the binding statement is printed on the certificate itself.
Excluded: generic social-impact or sustainability framing not backed by the record; any claim of an outcome the ledger does not show; any impact claim by an organisation covered by a waiver, which funded nothing.
One verification address. A purchaser may not offer any verification address other than the one printed on the certificate.

10. Data, records, and confidentiality

What the Association processes as controller, on what basis, and for how long is in the privacy notice. In short: the purchasing organisation and its verified domain are public by design — that is the credential's whole function — while the contact person's name and email are never published. Accounting records are kept for ten years because Swiss law requires it.

11. Liability, term, and applicable law

Liability. The Association's liability under these terms is limited to the fee paid for the current term, save for intent and gross negligence and save for anything that cannot lawfully be limited. It has no liability for any project's code.
Termination. The purchaser may stop renewing at any time, with no exit fee and no notice period. The Association may terminate for a knowingly false certification, for sanctions reasons, or for misuse of a certificate — and records the termination and its ground.
Assignment. An Entitlement follows the organisation, including through a change of control, on notice to the Association so the registry record stays accurate.
Changes. These terms are versioned at permanent URLs. A change is a new version at a new URL and applies to a purchaser at its next renewal, never mid-term.
Governing law and forum. Swiss law; the courts at the Association's seat in the canton of Aargau, without prejudice to mandatory consumer protections. The language of the operative instrument is English unless a filing requires otherwise.

12. Questions before you buy

Send them to legal@purposesource.org or through the contact route; the published target is 5 business days. The Association cannot pre-approve an interpretation of the licence or give legal or tax advice, but it can point at the operative clause and the published record — and it will say "we do not know yet" where that is the answer.