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chore: rewrite BSL Additional Use Grant (narrow to competing-use + employee threshold) + implement CLA #406

@Aureliolo

Description

@Aureliolo

Summary

Rewrite the BSL 1.1 Additional Use Grant from the current overly broad "all production use blocked" to a narrow, targeted grant that only restricts competing products/services and large organizations. Also implement a CLA for future contributors.

Keep BSL 1.1 — don't change the license framework, just rewrite the grant to match our actual intent.

Current Grant (too broad)

You may make non-production use of the Licensed Work for personal, educational, research, and evaluation purposes only. Production use and commercial use of the Licensed Work require a separate commercial license from the Licensor.

This blocks ALL business use — including a 5-person startup using SynthOrg as an internal tool. That's not the intent.

Revised Additional Use Grant

Additional Use Grant: You may use the Licensed Work in production, provided that:

                      (a) You do not offer the Licensed Work, or any product
                      or service whose substantial value derives from the
                      functionality of the Licensed Work, to third parties on a
                      hosted, managed, or embedded basis ("Competing Use"); and

                      (b) Your organization, together with its affiliates, has
                      fewer than 500 employees and individual contractors at
                      the time of use ("Small Organization").

                      Organizations that meet both (a) and (b) may use the
                      Licensed Work freely in production without a separate
                      license. All other production use — including Competing
                      Use by any organization, or any production use by
                      organizations with 500 or more employees and individual
                      contractors — requires a commercial license from the
                      Licensor, which may be granted at no cost at the
                      Licensor's discretion.

                      Non-production use (personal learning, academic research,
                      testing, development, evaluation) is always permitted
                      regardless of organization size.

What this allows vs blocks

Who Use case Allowed?
Anyone Personal, educational, research, eval Free
Startup (10 people) Uses SynthOrg to orchestrate internal agents Free
Mid-size company (200 people) Uses SynthOrg as internal tool Free
Company (50 people) Wraps SynthOrg and sells "AI Workforce as a Service" Blocked (Competing Use)
Enterprise (5,000 people) Uses SynthOrg as internal tool Must ask (may get free license)
Cloud provider Offers hosted SynthOrg Blocked (Competing Use)
Consulting firm (100 people) Uses SynthOrg for client projects (tool, not product) Free

Why this is better

Aspect Current grant Revised grant
Pre-revenue startup Blocked Free
Small company internal use Blocked Free
Consulting/agency use Blocked Free
Nonprofit use Blocked Free
Competing hosted service Blocked Blocked
Large enterprise internal use Blocked Must ask
Community adoption potential Low (all biz blocked) High (most use cases free)

CLA Implementation

Since no external contributors have contributed yet (only the licensor + AI coding tools), there's no retroactive CLA needed. But a CLA must be in place before accepting outside contributions.

Approach: CLA Assistant (GitHub App)

  1. Install CLA Assistant on the repo
  2. Create CLA.md with individual + corporate CLA text
  3. CLA grants the licensor a perpetual, irrevocable, non-exclusive license to sublicense contributions under any terms (enables dual-licensing)
  4. First-time contributors sign via GitHub comment on their PR
  5. Minimal friction — one-click signature, no paper forms

Why CLA (not DCO)

DCO (Developer Certificate of Origin) only certifies the contributor has the right to submit the code. It does NOT grant relicensing rights. For dual-licensing (BSL + commercial), we need the ability to offer contributor code under the commercial license. Only a CLA provides this.

Implementation Steps

  • Rewrite Additional Use Grant in LICENSE
  • Update README.md license badge and description
  • Update CLAUDE.md license reference
  • Update docs/security.md license references
  • Update CHANGELOG.md with license change entry
  • Create CLA.md (individual + corporate CLA text)
  • Install CLA Assistant GitHub App
  • Configure CLA Assistant to require signature on PRs
  • Add "License" section to CONTRIBUTING.md (or create it) explaining the CLA requirement
  • Update issue chore: rewrite BSL Additional Use Grant (narrow to competing-use + employee threshold) + implement CLA #406 in any docs/references that mention BSL terms

Notes

  • Keep BSL 1.1 framework, Change Date (Feb 27, 2030), Change License (Apache 2.0) — only the grant changes
  • This is a LICENSE file edit + docs update, no code changes
  • The 500-employee threshold is a policy choice — can be adjusted. CockroachDB uses "competing service" only (no headcount). We add headcount because we want large enterprises to engage.
  • "At the Licensor's discretion" for large orgs allows granting free licenses to friendly enterprises, building relationships before they become paying customers
  • Consider having an IP lawyer review the final grant text before shipping

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    prio:highImportant, should be prioritizedscope:large3+ days of worktype:choreMaintenance, cleanup, dependency updates

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