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ROYALTY-ADDENDUM.md

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WorldOS Royalty Addendum v1.0

This Royalty Addendum is part of the WorldOS Source-Available Commercial EULA in LICENSE. If this addendum conflicts with LICENSE, LICENSE controls except for royalty calculations, reporting, and payment mechanics.

1. Definitions

"Gross Revenue" means all gross revenue directly attributable to a Project before platform fees, payment processing fees, publisher recoupment, distribution fees, revenue shares, middleware costs, development costs, or other costs are deducted.

"Royalty Revenue" means Gross Revenue minus the exclusions in this addendum.

"Pre-Production Use" means using WorldOS for design, universe generation, tabletop campaign tooling, prototyping, pre-production, export, narrative design, world bibles, content bibles, static output, or content pipeline work where WorldOS Runtime Code does not ship to users or players.

"Runtime Use" means distributing, embedding, bundling, hosting, requiring, or otherwise shipping WorldOS Runtime Code, the playable tabletop/game shell, agentic world simulation, generated-play loop, or a substantially complete WorldOS-derived playable experience to users or players.

2. Indie Commercial Royalties

If You qualify for the Indie Commercial License and pay the USD $20 Project fee:

  • no royalty is owed on the first USD $1,000,000 of lifetime Gross Revenue for that Project; and
  • a 2.5% royalty is owed only on Royalty Revenue remaining after that lifetime exclusion.

If You stop qualifying for the Indie Commercial License, the Studio Commercial License applies from the date You stop qualifying unless ElectricSheep signs a separate written agreement with You.

3. Studio Commercial Royalties

If the Studio Commercial License applies:

  • Pre-Production Use owes a 2.5% royalty on Royalty Revenue directly attributable to the Project or resulting commercial release; and
  • Runtime Use owes a 5% royalty on Royalty Revenue directly attributable to the Project.

If a Project has both Pre-Production Use and Runtime Use, the 5% Runtime Use rate applies.

4. Revenue Included In Gross Revenue

Gross Revenue includes revenue directly attributable to the Project, including:

  • sales, subscriptions, paid access, licenses, and rentals;
  • in-app purchases, downloadable content, expansions, paid mods, season passes, and other in-Project benefits;
  • marketplace, platform, publisher, distributor, and reseller revenue before fees or revenue shares are deducted;
  • advertising, sponsorship, and affiliate revenue tied to Project access, Project features, or in-Project benefits;
  • crowdfunding, presales, or pledges tied to Project access, Project content, copies, keys, expansions, in-Project benefits, or commercial delivery; and
  • publisher advances, minimum guarantees, signing fees, or recoupable funding paid for the Project.

5. Revenue Excluded From Royalty Revenue

The following are excluded from Royalty Revenue:

  • the first USD $1,000,000 of lifetime Gross Revenue for a qualifying Indie Commercial Project;
  • sales taxes, VAT, GST, or similar transaction taxes collected from customers and remitted to taxing authorities;
  • refunds, chargebacks, and credits actually issued to customers;
  • donations not tied to Project access, Project content, copies, keys, expansions, in-Project benefits, or commercial delivery;
  • awards, grants, and prizes not paid in exchange for Project access or commercial delivery;
  • revenue from merchandise, soundtracks, apparel, books, or other ancillary products that do not contain WorldOS Runtime Code and do not depend on WorldOS Generated Output as their primary commercial value;
  • revenue from a Project distributed only to Your company group or a single client for private internal use, if that client does not further Distribute or monetize the Project; and
  • revenue from products or services not directly attributable to Project access, Project features, in-Project benefits, or a commercial release shaped by WorldOS.

6. Examples

  • An indie game made with WorldOS earns USD $1,200,000 in lifetime Royalty Revenue. The first USD $1,000,000 is royalty-free, and 2.5% is owed on the remaining USD $200,000.
  • A studio uses WorldOS to create a world bible and exports static content into a game built on another engine. WorldOS Runtime Code does not ship. The Project owes 2.5% on Royalty Revenue.
  • A studio ships a tabletop/game shell, agentic world simulation, or WorldOS-derived playable experience to users. The Project owes 5% on Royalty Revenue.
  • A creator uses WorldOS for a private home tabletop campaign and does not monetize it. No royalty is owed.
  • A studio uses WorldOS to make internal pitch material, but no Project access, Project content, commercial release, or in-Project benefit is sold or monetized. No royalty is owed by that internal use alone.
  • A commercial tabletop book primarily built from WorldOS Generated Output is sold to customers. If the Project is commercial and no Runtime Code ships, the Pre-Production Use rate applies.

7. Reporting and Payment

Royalties are calculated quarterly after a royalty obligation is reached. Royalty reports and payments are due within 45 days after the end of each calendar quarter in which royalties are owed.

Each royalty report must include:

  • Project name;
  • reporting period;
  • license tier;
  • Gross Revenue;
  • excluded revenue by category;
  • Royalty Revenue;
  • royalty rate;
  • royalty amount due; and
  • contact information.

No report is required for a quarter in which no royalty is owed unless ElectricSheep reasonably requests confirmation.

8. Records and Audit

You must keep accurate books and records related to Gross Revenue, Royalty Revenue, exclusions, and royalty payments for at least three years after the relevant reporting period.

ElectricSheep may audit those records on reasonable prior notice and during normal business hours no more than once per calendar year. ElectricSheep will bear the audit cost unless the audit shows an underpayment greater than 5% for the audited period, in which case You must pay the reasonable audit cost in addition to the underpaid royalties.

9. Late Payments and Taxes

Late royalty payments accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

You are responsible for taxes, withholding, bank fees, currency conversion fees, and similar charges on payments owed under this addendum, except taxes on ElectricSheep's income.

10. Custom Buyouts

A separate written agreement signed by ElectricSheep may replace this addendum for a Project, including by buyout, cap, publisher agreement, enterprise agreement, or custom royalty schedule.