Auditable Commercial License (ACL) v1.0

ACL · Version 1.0 · 2026<br>A source-available commercial license for the AI era.

Read, run, and modify the source internally. No redistribution, no hosted service. Every version becomes Apache 2.0 in four years — with the AI-training protection older commercial licenses were never built to address.

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Three differences that matter

What makes this license different from the ones that came before it.

01 / AUDITABLE<br>Source available by right, not by favor.

Licensees may read, review, and audit the source code for security, compliance, and operational purposes — the rights enterprise buyers and regulated industries actually need, written in explicitly rather than implied.

02 / AI-PROTECTED<br>The clause the others forgot.

Section 2.3 prohibits use of the Licensed Work as AI training data, with a knowledge qualifier, a safe harbor for ordinary AI-tool use, and a flow-through obligation to AI vendors. The first commercially drafted clause built for the agent era.

03 / SELF-EXPIRING<br>Apache 2.0 in four years. Automatic.

Every released version automatically converts to the Apache License, Version 2.0 on the fourth anniversary of its public release. Adopters are never permanently dependent on the licensor's goodwill for any given version.

+ CONTINUITY-PROTECTED<br>If the vendor goes dark, the license doesn't.

Section 5.6 defines a Continuity Event — bankruptcy, abandonment, or 180 days of vendor silence — that automatically accelerates the Change Date for every then-current version to thirty days later. Adopters get to Apache 2.0 on a short fuse, without escrow agents or contract gymnastics. The protection has an exit on both ends, by design.

How it compares

Against the licenses you would otherwise reach for.

Apache 2.0<br>BUSL 1.1<br>Elastic 2.0<br>PolyForm<br>ACL 1.0

Source available<br>Yes<br>Yes<br>Yes<br>Yes<br>Yes

Blocks hosted-service competition<br>No<br>Yes<br>Yes<br>Partial<br>Yes

AI training protection<br>No<br>No<br>No<br>No<br>Yes

Auto-converts to OSI license<br>N/A<br>After 4y<br>No<br>No<br>After 4y

Tier structure built in<br>No<br>No<br>No<br>No<br>Yes

Enterprise IP indemnification<br>No<br>No<br>No<br>No<br>Yes

Contributor patent grant<br>Yes<br>Partial<br>Partial<br>No<br>Yes

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Fill in five values. Download a license ready for counsel review.

Identity

Licensor name

The individual or entity that owns and distributes the Licensed Work.

Copyright year

Jurisdiction (Section 8.1)

Governing law

Choose common jurisdiction…<br>Delaware, USA (broad commercial precedent)<br>Florida, USA<br>Singapore (Asia-Pacific)<br>Estonia (EU)<br>England and Wales<br>Custom…

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Venue (courts)

City and state/country where courts have exclusive jurisdiction.

Notices (Section 8.7) — optional

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Published separately on your website or README; not embedded in the license body by default.

Release metadata — for header & notice

Version number

First public release date

Change Date is automatically set to four years after this date.

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Download your customized license<br>Renders as LICENSE.md — drop it at the root of your repository.

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The clause that defines it

Section 2.3 — the AI training clause.

Commercial source-available licenses were drafted for a world that didn't have autonomous code assistants. BUSL in 2017. Elastic 2.0 in 2021. None addresses the threat that now matters most — that the act of working with source code, using the tools developers actually use, quietly becomes an act of exfiltration into someone else's model.

This license addresses it. Three layers: a knowledge-qualified prohibition, a safe harbor for ordinary AI-tool use, and a flow-through obligation that reaches the vendor relationship without requiring surveillance.

The clause is not proprietary. Adopt it, adapt it, improve it. What matters is that the category has one — because every commercial license drafted in 2026 and 2027 will eventually need it, and the version that becomes standard will be the version written with the enforcement problem in mind.

Read the full essay on Substack →

The full text

Auditable Commercial License v1.0 — complete.

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