legal: SRSL-1.1 stronger non-commercial boundaries and enforceable commercial terms

LICENSE

@@ -1,5 +1,5 @@
-SWORD RESTRICTED SOURCE LICENCE (SRSL-1.0)
-Version 1.0 — 11 October 2026
+SWORD RESTRICTED SOURCE LICENCE (SRSL-1.1)
+Version 1.1 — 17 October 2026
 
 Copyright © 2026 SWORD Intelligence and other applicable copyright holders.
 All rights reserved except as expressly granted under this Licence.
@@ -22,22 +22,26 @@ This Licence is not an open-source licence as defined by the Open Source Initiat
 
 1.3 "Licensee" means any individual or legal entity exercising rights granted by this Licence.
 
-1.4 "Non-Commercial Use" means use primarily for personal, educational, academic, experimental, charitable or independent research purposes, without direct or indirect commercial exploitation of the Software.
+1.4 "Non-Commercial Use" means an activity wholly within one or more of the following permitted purposes, and not undertaken on behalf of a for-profit enterprise as part of its operations:
 
-Incidental personal benefits, including learning, skill development, portfolio development and improved employment prospects, do not alone constitute Commercial Exploitation.
+a. Personal, domestic, hobby, experimental, independent educational or laboratory use by a natural person acting outside a trade, employment assignment or paid service.
+b. Independent research, including non-commercial defensive security research, scholarship and responsible vulnerability disclosure, not carried out under a commercial research or services contract.
+c. Teaching, learning and research for a not-for-profit educational or research institution for its own non-commercial purposes.
+d. Bona fide charitable and public-interest activity undertaken directly by a registered charity or not-for-profit organisation and not as an outsourced business function of a commercial enterprise.
+e. Non-commercial contribution, development, modification and redistribution in compliance with Section 5.
 
-1.5 "Commercial Exploitation" means use of the Software substantially connected with obtaining revenue, fees, commercial advantage, business cost savings or other measurable economic benefit for a commercial enterprise.
+Incidental personal benefits, including skills, a portfolio, improved employment prospects, publication of research or an occasional discretionary research award, do not alone disqualify otherwise permitted activity. Employment, paid work, enterprise-directed research, paid bug-bounty contracting and commercial deliverables are assessed under Section 1.5.
 
-This includes, without limitation:
-- Incorporation into commercial products or services.
-- Provision of paid analysis, consultancy or processing services using the Software.
-- Commercial hosting or software-as-a-service deployments.
-- Internal business deployment for operational or economic advantage.
-- Incorporation into proprietary software distributed commercially.
-- Commercial redistribution, sublicensing or sale.
-- Commercial research or development intended to produce commercially exploitable products or services.
+1.5 "Commercial Exploitation" means, solely for determining the scope of permissions granted under this Licence, any exercise of rights in the Software that does not fall wholly within Section 1.4, whether or not a fee, profit, cost saving, commercial intent or other benefit can be shown.
 
-The mere status of an organisation as a commercial entity does not automatically establish Commercial Exploitation; the actual purpose and circumstances of use shall determine classification.
+It includes, without limitation:
+- Use by a for-profit legal entity in connection with its business operations, including internal evaluation, development, deployment, testing and automation.
+- Use by a person in the course of a trade or business, or as a service for a commercial client.
+- Incorporation into paid or unpaid products, hosted services, consultancy or commercial data-processing operations undertaken for a business.
+- Research, prototyping, model development, integration or validation intended for a commercial enterprise or commissioned for its benefit.
+- Commercial marketing, redistribution, licensing or sublicensing of the Software or covered Modifications.
+
+A natural person who also owns or works for a business may still qualify under Section 1.4 when acting wholly independently of that business. Designating an activity as Commercial Exploitation does not override mandatory statutory permissions or itself establish copyright infringement.
 
 1.6 "Modification" means any adaptation, alteration, extension or derivative work of the Software to the extent recognised by applicable copyright law.
 
@@ -61,6 +65,16 @@ No registration, payment or prior approval is required for activities expressly
 
 This grant is limited to Non-Commercial Use and remains subject to the restrictions below.
 
+2.1 Notice and Acceptance
+
+This Licence is an offer of conditional copyright permissions, not a commercial contract. Where the Licensee exercises rights that otherwise require the Licensor's permission, those permissions are conditional on compliance with these terms. Downloading, compiling, executing, adapting or redistributing after reasonable notice of the terms may demonstrate acceptance by conduct to the extent recognised by applicable law. Mere viewing, receipt or exercise of mandatory statutory rights does not itself constitute assent.
+
+The Licence shall remain accessible in distributed source material and be reproduced with redistributions under Section 5. No mandatory registration, telemetry, activation, licence key or click-through is imposed on permitted non-commercial users.
+
+2.2 Commercial Entitlement
+
+Commercial rights arise only under a separately executed Commercial Agreement. A technical entitlement, activation or key establishes rights only to the extent expressly authorised by such an agreement.
+
 3. RESTRICTIONS ON COMMERCIAL EXPLOITATION
 
 No permission for Commercial Exploitation is granted under SRSL-1.0.
@@ -79,6 +93,16 @@ g. Represent possession of the source code as authorisation for commercial explo
 
 Commercial use without appropriate authorisation may constitute copyright infringement or another actionable violation, subject to applicable law.
 
+3.1 AI and Machine-Learning Use
+
+No licence is granted to reproduce, extract, transform, aggregate, or use all or substantial protected portions of the Software as training, fine-tuning, distillation, alignment, synthetic-data generation, or benchmark/evaluation material for machine-learning models, whether for internal or commercial purposes, without separate written authorisation. Using the Software itself as an ordinary functional tool, without treating its protected contents as model-development material, is not prohibited by this paragraph.
+
+This restriction does not override mandatory statutory exceptions, including qualifying non-commercial computational analysis. No ownership of all outputs of models that have encountered the Software is asserted: an output is subject to the Licensor's copyright only insofar as applicable law protects material reproduced or adapted in that output.
+
+3.2 Technological Measures and Rights Information
+
+Where effective technical protections, commercial entitlement mechanisms, or copyright-management information are lawfully applied to a particular distribution, this Licence grants no permission to circumvent them for unauthorised commercial use or to remove or falsify rights notices. Such conduct may create separate liability only where the relevant statutory tests are met. This paragraph neither asserts that current distributions contain such a measure nor limits statutory exceptions for reverse engineering, security testing or interoperability.
+
 Nothing in this section prohibits activities permitted by mandatory statutory provisions that cannot lawfully be excluded.
 
 4. COMMERCIAL LICENSING
@@ -153,6 +177,12 @@ The Licensor may negotiate alternative commercial arrangements, including:
 
 The Licensor is under no obligation to offer, approve or negotiate a Commercial Agreement.
 
+4.5 Unauthorised Use and Remedies
+
+Unauthorised Commercial Exploitation does not grant a retroactive licence and does not create a Commercial Agreement or automatic debt for the fifty percent (50%) profit-participation proposal in Section 4.2. The Licensor reserves remedies available under applicable law, including injunctive relief, proven losses, account of profits and a reasonable hypothetical licence fee where the evidence and law support those remedies. Proposed commercial terms are not conclusive evidence of a reasonable royalty, loss or agreed debt.
+
+The Licensor may seek additional damages under section 97(2) of the Copyright, Designs and Patents Act 1988 where applicable, subject to proof, the facts and judicial discretion.
+
 5. MODIFICATIONS AND REDISTRIBUTION
 
 Licensees may create and use Modifications for Non-Commercial Use.
@@ -200,6 +230,8 @@ Where a breach is capable of remedy, the Licensor may provide written notice ide
 
 The Licensor may reinstate terminated rights in writing.
 
+After termination, the former Licensee has no permission under this Licence to exercise rights reserved to the copyright holder. Unauthorised post-termination reproduction, adaptation, distribution and other restricted acts may constitute copyright infringement, subject to statutory rights and the circumstances of the use.
+
 Termination does not extinguish accrued claims or liabilities arising from prior infringement or breach.
 
 Lawful rights granted to compliant third-party recipients are not automatically terminated solely because an upstream distributor breached this Licence.
@@ -238,26 +270,28 @@ This Licence shall be governed by the laws of England and Wales, subject to appl
 
 Subject to any mandatory jurisdictional requirements, disputes arising from this Licence shall be submitted to the courts of England and Wales.
 
+Nothing in this Section prevents the Licensor from seeking remedies for infringement of intellectual-property rights in any competent jurisdiction where infringement is alleged, subject to applicable jurisdictional requirements.
+
 Separate Commercial Agreements may establish their own governing law and dispute-resolution arrangements.
 
 14. LICENCE VERSIONS
 
-This document constitutes SRSL-1.0.
+This document constitutes SRSL-1.1 and applies to copies expressly distributed under this version.
 
 The Licensor may publish subsequent versions with revised terms.
 
 Unless expressly authorised, Licensees may not automatically substitute a later version for the version under which their copy was licensed.
 
-Publication of a later version does not retroactively revoke permissions already validly granted under an earlier version.
+Publication of a later version does not retroactively revoke permissions already validly granted under an earlier version. Copies lawfully supplied under SRSL-1.0 remain governed by that version unless additional rights are lawfully offered and accepted. The original SRSL-1.0 text remains available in the accompanying LICENSES archive.
 
 15. ENTIRE LICENCE AND ACCEPTANCE
 
 This document defines the permissions offered for Non-Commercial Use.
 
-A person who does not accept these conditions receives no permissions under SRSL-1.0 beyond those otherwise available under applicable law.
+A person who does not accept these conditions receives no permissions under SRSL-1.1 beyond those otherwise available under applicable law.
 
 Commercial rights arise only through a separately executed Commercial Agreement.
 
 No statement in documentation, advertising, repository metadata or informal correspondence modifies these terms unless made by a person authorised to do so through an effective written agreement.
 
-END OF SWORD RESTRICTED SOURCE LICENCE — VERSION 1.0
+END OF SWORD RESTRICTED SOURCE LICENCE — VERSION 1.1