Kill criteria and the wind-down protocol

This is a standing page. It exists before the first Entitlement is sold, on purpose: a wind-down plan written after things go wrong is a press release, and an organisation asking companies to depend on it owes them the plan in advance. The criteria below are pre-registered — recorded in the founding decisions and bound by Statutes Art. 12 — and they are measured from the first day, not reconstructed later.

Success metrics, pre-registered

Targets are pre-registered thresholds, not results; any currency figure in them is illustrative of scale until a ledger row exists.

• Twelve months after launch: at least 25 paying entities; at least CHF 25,000 routed (illustrative scale marker), with the first disbursement done; adopter joins at least equal to departures; zero unresolved legal challenges to the licence.
• Twenty-four months after launch: at least 50 paying entities or at least CHF 100,000 per year routed (illustrative scale marker); at least one adopter recruited by the badge alone, attributably; scanner classification live in at least two major software-composition-analysis tools.

“Launch” is the escrow event — the day the founding cohort’s repositories and payers convert together. The clock starts there, not at founding.

Kill criteria

Any one of the following, sustained for two consecutive quarters after month twelve, triggers the protocol:

1. Paying entities below 15.
2. Adopter departures exceed joins.
3. The operating levy is insufficient at the cap — structural insolvency. The cap is not raised to fix it; the protocol runs instead.
4. A court recharacterises the Purpose Condition as a covenant rather than a scope-of-use condition, and counsel finds no drafting cure.

The board may also resolve to run the protocol early, for a reason it publishes.

Payers are held whole — by construction

The guarantee is in the licence text, so it does not depend on the Association existing to honour it:

• Vested versions stay usable, permanently. Every version whose publication date falls on or before the end of a paid term is vested. Nothing in a wind-down reaches it.
• The four-year conversion keeps running. Each released version becomes Apache-2.0 on the fourth anniversary of its release whether or not anyone is here to administer it.
• The steward-lapse backstop. If the Association ceases to exist, or ceases for twelve consecutive months to issue Entitlements with no publicly designated successor, the Purpose Condition lapses and the licence continues on permissive terms for everyone.

The practical consequence: an adopter’s and a payer’s worst case is capped in the text, and their exposure does not scale with our survival odds.

The protocol

1. Stop selling. Publish the decision, the criterion that triggered it, and the date. Renewals are not taken; existing terms run to their end.
2. Freeze the registry. No new adoptions, claims, or waivers are recorded. Existing records stay readable at their permanent URLs; badges go neutral rather than dead.
3. Honour the backstop — or accelerate it. The board may resolve to declare the lapse immediately rather than waiting twelve months, so the licence degrades to permissive for everyone at once. The resolution is published and appended to the ledger.
4. Complete the ledger. Allocate all held proceeds after their one-month hold, publish the final month, and disburse the remaining funds to the seven category funds through the intermediary. Nothing stays with the Association; nothing goes to members.
5. Publish the final audit and the final transparency report, with a post-mortem stating what was tried, what failed, and what the record says about why.
6. Archive the registry as static artifacts with permanent URLs, and publish the key set as retired-but-valid, so every certificate issued before the stop keeps verifying.
7. Park the marks. The licence name and the Association’s marks are not sold; they are held so that no successor can trade on them without the constitution behind them.
8. Dissolve per the statutes. Remaining assets, if any, go to tax-exempt public-benefit organisations pursuing the same purpose — never to members.

What happens to each thing

	During wind-down	After dissolution
Vested versions	Unaffected	Unaffected — the licence text governs
Unvested future releases	Under the licence until the lapse is declared or the twelve months run	Permissive terms via the backstop
Held and unallocated funds	Allocated and disbursed to the category funds	None remain by construction
The registry	Frozen, readable	Static archive, permanent URLs
Certificates and the key set	Keys retired, kept published	Keep verifying against the archived key set and log
The marks	Parked	Held in trust by the successor named at dissolution, or lapse