DRAFT FOR COUNSEL REVIEW — NOT OPERATIVE. This text was machine-drafted from the venture's written requirements to accelerate counsel's work. Do not sign, publish, attach to any sale, or rely on it in any form until Swiss counsel has reviewed, corrected, and issued it. Inline [COUNSEL: …] markers flag points requiring legal judgment.
Rendlio Founding Licence — Offer Terms
1. What the founding licence is
1.1 The founding licence is a one-time offer sold during Rendlio's validation phase for USD 1,000, limited to 20 licences in total, first come, first served. It is sold by Paddle as merchant of record; the EULA governs the software licence. Seller of record and licence issuer as per EULA Section 1.1. [COUNSEL: same interim-party question as EULA 1.1 — the founding round is the first thing sold, so if any sale can complete before the Verein's Handelsregister registration, the interim-party mechanics must be in place for exactly these purchases.]
1.2 It is a purchase, not a donation and not an investment: you pay USD 1,000 and you receive a perpetual software licence plus the GA credit described in Section 3. It carries no membership, equity, revenue share, or governance rights of any kind.
2. What you get now
2.1 A Founding-tier licence file, issued within minutes of purchase, with Professional-track rights under the EULA from day one: licensed to your legal entity, unlimited developers and servers, SaaS use and OEM redistribution included, perpetual per the EULA's release-date rule, with a maintenance period of 12 months from issue.
2.2 Alpha access. You receive every build we release, starting with the first alpha build. Alpha software is honestly labelled: it is incomplete, it will have rendering defects, and formats and options may change between builds.
2.3 A direct line. Founding customers are the people we build for during validation. Your checkout includes a short mandatory questionnaire (what Rendlio replaces for you, your team profile, budget source), and about a week after purchase we send one follow-up email asking how your first integration went. Completing the questionnaire is part of the founding purchase — it is literally how we measure whether the product deserves to exist (Section 4). We never send marketing without separate consent, and the product itself never phones home.
3. The GA credit
3.1 At general availability (GA), your founding licence is re-issued as a Professional licence at no further cost: same licence id, tier becomes professional, and your maintenance period is reset to run 12 months from the GA date — regardless of when during the validation phase you bought.
3.2 Your full USD 1,000 is credited: no top-up to the Professional list price is charged, even though the founding price is below it. After the GA re-issue, the standard EULA renewal terms apply (renewal at 40% of the then-current list price, always optional, your builds never stop working).
4. The honest part: this project can stop
4.1 Rendlio is run by a volunteer association that has committed, in writing, to a validation gate: at a defined checkpoint we measure whether real customers get real value (founding purchases, integration success, what Rendlio replaces). If the gate fails, the project stops. We say this before you buy because it is true, and because we would rather lose a sale than surprise a customer.
4.2 If the project stops, you choose one of the following (the decided KILL-clause remedy, FS-18 §2 rule 2):
- (a) a full refund of the USD 1,000 founding fee, processed via Paddle — available at the stop even if the standard 30-day window (Section 5.4) has passed; on refund your licence terminates per the EULA; or
- (b) the perpetual unsupported alpha, plus a committed source-code delivery: you keep your perpetual licence to every build released up to the stop, exactly as the EULA's release-date rule provides — the software on your machines keeps working forever, watermark-free, in production — and we deliver to you, at the stop, a source-code snapshot of the engine as of the last released build, sent directly to each founding customer. The snapshot is your own copy: it does not depend on any repository host, or on the association, continuing to exist. (The source is public under BUSL-1.1 in any event, and each release converts to the Apache-2.0 open-source licence four years after that release, stop or no stop.)
4.3 If the project stops, you lose: future builds, the GA re-issue (there is no GA), support, and — if you take the refund under Section 4.2(a) — the licence itself. Your standard 30-day money-back right (Section 5.4) is unchanged and independent of this Section.
[COUNSEL: Section 4.2 drafts the remedy to the decided internal spec (FS-18 §2 rule 2: "refund, or perpetual unsupported alpha + committed source-code delivery" — a refund choice at stop plus a delivery commitment). The counsel brief (#5) words the buyer-keeps disclosure more narrowly (perpetual licence to the alpha as delivered). [operator: confirm the FS-18 remedy stands as drafted, or decide to NARROW it to the 30-day-window-only variant — in which case delete 4.2(a), keep 4.2(b), and state expressly that no refund is available beyond the 30-day window.] Reconcile spec and terms so they say the same thing before this text is anywhere near a checkout; also advise whether the prepaid GA credit could be recharacterised under any applicable law (prepayment/voucher rules, insolvency of the association) in a way that mandates more than drafted here, and how the stop-refund in 4.2(a) is honoured if the association is being wound up at the time.]
4.4 If the gate passes, Section 3 happens automatically. You do not need to do anything; the re-issued licence file arrives by email at GA.
5. Terms of the deal
5.1 One entity. The founding licence covers the single legal entity named at checkout (the EULA's entity rules apply, including free correction of the name by re-issue).
5.2 Not transferable — except with the entity. The founding licence cannot be resold or transferred separately. It follows your entity through acquisition, merger, or universal succession exactly as EULA Section 17 provides.
5.3 Limited count, honest count. The number of founding licences is capped at 20. We do not extend the count quietly; if the cap changes, the change is published before any licence beyond the original cap is sold.
5.4 Refunds. 30 days, full amount, no reasons required, via Paddle (EULA Section 8). On refund your licence terminates; because Rendlio never phones home, we mark it revoked in our records and trust you to stop using it.
5.5 Everything else — the no-telemetry promise, warranty, liability, governing law (Switzerland) — is in the EULA, which you accept at checkout. Where these terms and the EULA differ for a founding licence, these terms win.
Open points for counsel are marked inline: 1.1 (interim party pre-registration), 4.2/4.3 (operator: confirm the FS-18 refund-choice-at-stop remedy as drafted, or narrow to 30-day-only; prepayment/insolvency characterisation; stop-refund mechanics during wind-up). Business decision recorded: the founding cap in 1.1 and 5.3 is set to 20 (operator, 2026-08-23), matching the pricing page.