Laidline Customer Licence Agreement
Version 2026-10-23, published at https://laidline.com/legal/customer-licence-agreement
This agreement is between Laidline LLC, a Florida limited liability company, and the customer named in the Order or in the Registration Request. It applies to every paying customer and to every deployment that registers with Laidline, whether or not its Plan carries Fees.
1. Definitions
In this agreement the following terms have these meanings.
1.1 Agreement means this Laidline Customer Licence Agreement in the version the Customer accepted, together with every Order made under it.
1.2 Laidline means Laidline LLC, the licensor of the Software.
1.3 Customer means the legal person named in the Order or, where there is no Order, the licensee named in the Registration Request.
1.4 Affiliate means a legal person that controls, is controlled by or is under common control with a party, where control means more than half of the voting rights.
1.5 Software means the Laidline marking kit, in source and object form, in every version Laidline makes available to the Customer, including its Documentation.
1.6 Software Licence means the Laidline Source-Available Licence under which Laidline publishes the Software, as
shipped in the LICENSE file of the version the Customer runs.
1.7 Order means a document, signed by both parties or accepted through Laidline's checkout, that names the Customer, the Plan, the Grant, the Term, the Fees, any Back Months and any other terms the parties choose to add.
1.8 Plan means the named package an Order or a Registration Request selects (for example Registered Free, Registered, Growth, Scale, Unlimited or Platform), which sets the Grant and the Features.
1.9 Term means the period stated in the Order or, where there is no Order, the period of validity of the Customer's current Licence File.
1.10 Month means a calendar month in Coordinated Universal Time (UTC).
1.11 Credits means the units in which the Software meters marking, computed under the Weight Table in Force from the facts each entry of the Evidence Log records.
1.12 Weight Table means a data file signed by Laidline that sets, among other things, the Credits charged per mark,
per second, per megapixel and per 1,000 tokens for each medium, the factors for outcome and environment, the rounding
rule and the Free Cap. Each Weight Table carries a version and an effective_from date.
1.13 Weight Table in Force for a Month means the Weight Table carried by a valid Licence File that unlocks that
Month or, where there is none, the newest Weight Table Laidline has published whose effective_from is at or before
that Month, whether or not an installation holds it.
1.14 Free Cap means the number of Credits per Month that the Weight Table in Force allows without charge under the Software Licence.
1.15 Grant means the number of Credits per Month, or "unlimited", that the Order and the Licence File allow the Customer.
1.16 Features means the feature strings a Licence File lists. The Software acts on export, paperwork and
tenant_reports only.
1.17 Deployment means one installation of the Software run by or for the Customer, including all of its worker processes and replicas.
1.18 Evidence Log means the hash-chained, signed and timestamped record of marking events that a Deployment writes to its first configured evidence sink, together with its checkpoints and timestamp tokens. Replica sinks are not the Evidence Log.
1.19 Licence File means a laidline.licence document signed by Laidline that names the Customer, its validity
window (not_before, not_after), its Grace Period, its covers_from Month, its Bound Keys, its Grant and its
Features.
1.20 Bound Keys means the keys a Licence File binds: the SHA-256 of the public key of the Customer's evidence signing key, or the SHA-256 of the Customer's organisation CA certificate.
1.21 Payload Key means a key the Software uses to compute the watermark payload. The Private Payload Key is the key bound to the Customer in its Issuer Certificate. The Shared Pool Key is the key Laidline publishes to every installation in the Directory Snapshot.
1.22 Issuer Number means the 16-bit number carried in every watermark payload. A Registered Issuer Number is a number from 1 to 32,767 that Laidline allocates with an Issuer Certificate. A Trial Issuer Number is a number from 32,768 to 65,279 that the Software draws at random.
1.23 Issuer Certificate means a document signed by Laidline that binds a Registered Issuer Number and the fingerprints of the Customer's Private Payload Keys to the Customer's signing key.
1.24 Directory Snapshot means the laidline.issuer-directory document signed by Laidline that lists Registered
Issuer Numbers, their display names or "withheld", the revocations of Licence Files, Issuer Certificates and issuing
keys, and the Shared Pool Key.
1.25 Registration Request means the laidline.request document the Software builds when the Customer runs
laidline register, signed with the Customer's signing key.
1.26 Usage Statement means the signed laidline.usage-statement document that laidline usage produces for one
Month and one Evidence Log.
1.27 Usage Report means the monthly report that laidline usage report or laidline serve sends to Laidline.
1.28 Export means the signed evidence bundle that laidline evidence export or the admin export route produces.
1.29 Paperwork means the Laidline-authored texts and figures that an Export includes when a Licence File unlocks
the Month and carries the paperwork Feature: the filled-in compliance texts, the licence clause, the packaged
robustness and phantom figures, and Laidline's licence attestation.
1.30 Grace Period means the number of days after not_after that a Licence File states as renewal.grace_days.
1.31 Lapse means the end of the Grace Period of the Customer's newest Licence File without a valid renewal Licence File.
1.32 Back Months means Months before the first Month of the Term that an Order states are paid for and that the
Licence File unlocks through its covers_from value.
1.33 True-Up means the payment for Credits above the Grant in a Month of the Term.
1.34 Self-Test Mark means a mark the Software makes during its start-up self-test, flagged in-process as a self-test.
1.35 Laidline Services means the services Laidline runs on its own systems and lists in clause 10.
1.36 Customer Data means everything the Customer's Deployments create or hold, including the Evidence Log, checkpoints, timestamp tokens, certificates, signing keys, Payload Keys, media, prompts and outputs.
1.37 Lawful Order means a summons, subpoena, warrant, order of a court or demand of a public authority that is binding on the Customer and requires it to produce records.
1.38 Legal-Process Licence means a Licence File Laidline issues free of charge on presentation of a Lawful Order, under clause 12 or under Laidline's legal-process policy published at https://laidline.com/legal/legal-process. It unlocks the Export and the Paperwork for the demanded Months only and licenses no marking.
1.39 Fees means the amounts the Order states, and amounts payable under clauses 6 and 7.
1.40 Confidential Information means information a party discloses to the other that is marked confidential or that a reasonable person would treat as confidential, including Usage Statements, audit results and the terms of each Order.
1.41 Business Day means a day other than a Saturday, Sunday or public holiday in Florida.
1.42 Documentation means the documentation Laidline ships with each version of the Software and publishes on its website, as it stands for that version.
1.43 Licence State means the state and figures the Software reports for a Deployment under its Licence Files and
the Free Cap (among them the state name, the Plan, the Grant and the Credits used in the Month), as the Documentation
describes; laidline licence status shows it.
2. The Agreement, the Order and the Plan
2.1 The Software Licence governs the Customer's right to use, copy, modify and run the Software. This Agreement adds the commercial terms for marking under a Plan, the services Laidline provides, and the obligations each party takes on. It does not restate the Software Licence and does not narrow any right the Software Licence grants.
2.2 The Customer shall comply with the conditions and limitations of the Software Licence. A breach of them is both a breach of the Software Licence and a breach of this Agreement, and Laidline may rely on either.
2.3 If this Agreement and an Order conflict, the Order prevails for that Order. If this Agreement and the Software Licence conflict on a matter this Agreement covers, this Agreement prevails between the parties. A limitation or condition of the Software Licence that limits what the Software Licence covers defines its scope, and use outside that scope is unlicensed use. Nothing in this Agreement turns a limitation or condition of the Software Licence into a mere promise. The termination and reinstatement terms of the Software Licence apply alongside clause 8.7.
2.4 No price appears in this Agreement. The Order states the Plan, the Grant, the Term, the Fees, the rate for Credits above the Grant, any Back Months and any committed minimum.
2.5 A Deployment that registers on a Plan without Fees enters this Agreement through its Registration Request. The clauses about Fees, True-Up and audit apply to it only as far as it owes Fees.
3. The Licence File and binding
3.1 For each Term Laidline issues a Licence File that matches the Order. It binds the Bound Keys the Customer names, carries the Grant and the Features the Plan includes, and carries the Weight Table in effect on its date of issue or, where the Order sets its own weights under clause 4.3, those weights.
3.2 A Licence File is verified by the Software on the Customer's systems against the Laidline root keys pinned in the Software. Nothing is checked online before a mark.
3.3 A Licence File licenses an evidence entry when it unlocks the entry's Month and binds either the active signing key that signs the Export's manifest, or the key that signed a checkpoint covering the entry whose head matches the Evidence Log. An organisation CA counts only on the verified certificate path upward from such a key. A Month is unlocked only when every deciding entry in it is licensed.
3.4 When the Customer rotates or replaces its signing key, or adopts a new organisation CA, Laidline shall reissue
the Licence File bound to the new key at no charge, with the same Grant, Term, covers_from and Features. Months
already covered stay covered, because the retired key's checkpoints still cover them.
3.5 When the Customer generates a new Payload Key, it runs laidline register again, signed by the bound signing
key, and Laidline rebinds the key in the Issuer Certificate at no charge.
3.6 Several Licence Files may sit side by side. The valid file bound to the Deployment with the latest not_after
decides the state, and every other file is reported as a warning and never decides the state. A renewal is a new
Licence File; the Customer should keep the earlier file as proof of the Months it covered.
4. Credits, the Weight Table and what counts
4.1 Marking is metered in Credits per Month. The Evidence Log is the meter. Credits are computed when read, from the
facts each entry records (medium, event, watermark scheme, C2PA presence, audio seconds, video frames and frame rate,
text tokens, and the entry's meter block), under the Weight Table in Force.
4.2 A Month is priced by the Weight Table in Force for that Month. A later Weight Table never re-grades an earlier Month. Every status, notice, Usage Statement and Usage Report names the Weight Table version it applied. Where an installation does not yet hold the Weight Table in Force, its own figures may differ; between the parties the Weight Table in Force decides what is owed.
4.3 An Order may set weights for the Customer that differ from the published Weight Table, for example for one medium. Laidline then issues a Licence File carrying those weights, and the Software prices the Months that Licence File unlocks with them.
4.4 What counts is set by the Weight Table in Force. Under the Weight Table at the date of this version, a marked
entry counts; unmarked and failed entries count for nothing; detection, verification and registry lookups are
never recorded and never count; development traffic counts at full weight. An entry without a meter block is priced
by the row the Weight Table names for that case (meter_missing_as). The Month's total is rounded once, by the
Weight Table's rounding rule.
4.5 Self-Test Marks count for no Credits up to the number per UTC day per Deployment that the Documentation states for the version in use (10 at the date of this version); beyond that number a self-test mark is an ordinary metered mark. A request header never excludes a mark from the meter. Self-Test Marks are still shown in the Licence State, the Export, the Usage Statement and the Usage Report.
4.6 The Software counts the Free Cap and the Grant for each Evidence Log separately; that is a technical limit, not a separate Free Cap or Grant for each log. The Free Cap applies once to the Customer together with every Affiliate that uses the Software. The Grant applies to the Customer and the Affiliates the Order names; an Affiliate the Order does not name is a separate customer for the Grant. The Credits of all Deployments and Evidence Logs that share a Free Cap or a Grant are added together for each Month, and where the per-log figures and the added figure differ, the added figure decides what is owed.
4.7 Laidline may publish a new Weight Table only for one of these reasons, and shall state the reason when it
publishes the table: (a) a medium or marking method the previous table lacks; (b) a change in Laidline's measured cost
of serving a medium, stated in the notice; (c) an error identified by row with the measurement that shows it. A new
Weight Table that lowers or keeps every weight applies from the first day of the Month after Laidline publishes it. A
new Weight Table that raises any weight applies only from the first Month that begins at least 30 days after Laidline
has published it and notified the Customer by email, and every Customer whose Credits rise under it may terminate this
Agreement or the affected Order at no cost before it applies to that Customer. Laidline sets the new table's
effective_from accordingly. A new Weight Table applies only to the Month it first applies to and later Months, and
never to a Month that a Licence File carrying its own Weight Table unlocks; a Customer with Fees therefore meets a new
Weight Table only in a renewal Licence File, after at least 60 days' notice before that renewal and with the right to
decline it at no cost.
5. Usage reporting
5.1 The Customer shall report the Credits of every Deployment that marks under the Bound Keys, the Customer's Private Payload Keys or its Registered Issuer Numbers, for every Month of the Term. This duty covers every Evidence Log, including Deployments run by contractors for the Customer, because the Software cannot see an Evidence Log it does not write.
5.2 The Customer meets the duty in clause 5.1 for a Deployment in either of two ways:
(a) by leaving the Usage Report switched on, so that the Deployment sends Laidline a Usage Report for each Month; or
(b) by sending Laidline, by the 15th day of each Month, a Usage Statement for the previous Month for each Evidence Log of the Deployment.
For a Month in which the Customer's total Credits exceed the Grant, and once in each quarter on Laidline's written request, the Customer shall also send a Usage Statement for each Evidence Log.
5.3 A Usage Report holds the Month, the Payload Key fingerprint per medium, the Credits per medium, the counts of private and shared marks, the count of Self-Test Marks, the first payload key switch event of the Month, if any, and the Software version. It never holds media, prompts, email addresses or file names. It is signed with the Deployment's signing key and carries that key's public certificate chain.
5.4 The Usage Report is best effort. Marking never waits on it. A failed send from laidline serve is logged and
tried again the next day. Setting issuer.usage_report: false turns it off; turning it off is not a breach as long
as the Customer reports under clause 5.2(b). Laidline keeps the first Usage Report it receives for a Month.
5.5 A Usage Statement holds the Month, whether the Month is closed, the clock basis, the licence and issuer facts, the evidence sink and its streams (first and last sequence number, head hash, covering checkpoint and its verified timestamp time), the counts and Credits under the Weight Table in Force, the Self-Test Marks, the Free Cap and the Grant, and its warnings. It never holds media, asset identifiers, fingerprints, prompts, Payload Keys, input or output hashes, or tenant names, except the one tenant a per-tenant statement is filtered to. It is signed with the Customer's active evidence signing key.
5.6 A Usage Statement and a Usage Report are the Customer's declarations. Laidline can check who signed them and that their stream heads and timestamps agree with any later Export, but it cannot check from them alone that they cover every stream.
5.7 The Customer shall keep each Evidence Log intact, complete and readable for the Term and for 12 months after it: it shall not delete, rewrite or truncate entries, checkpoints or timestamp tokens, and it shall keep the signing keys' public certificates needed to verify them. Where the Customer moves an Evidence Log to new storage, it shall keep the chain and checkpoints whole. This duty exists so that an audit under clause 7 can read the Evidence Log. If Laidline gives an audit notice within the 12 months, the duty lasts until the audit and any dispute about it end.
5.8 The Customer should use opaque identifiers in the tenant, request_id and extra fields. Clause 5.7 never
requires keeping personal data longer than the law allows; a change the law requires is recorded in a signed note,
other entries and checkpoints stay whole, and the note may be shown in an audit.
6. Back-payment and True-Up
6.1 Credits above the Free Cap in Months before the Customer's first Order, except marking that clause 6.5 permits,
fall under the Software Licence's terms on marking above its allowance. The first Order states which of those Months
it pays for as Back Months and the Fees for them. Laidline sets the Licence File's covers_from to the first Back
Month, so that the Licence File unlocks the Back Months and the Paperwork for them. A Month is unlocked when
covers_from is at or before that Month, or covers_from is null.
6.2 Where an Order sets covers_from to null, the Licence File unlocks every earlier Month, and Laidline releases the
Customer from all claims under the Software Licence or copyright law for Credits above the Free Cap in those earlier
Months, and from no other claim.
6.3 Credits above the Grant in a Month of the Term never stop marking, never switch a paid Deployment to the Shared
Pool Key and never withhold anything by themselves. The Software reports the Month as true-up and lists the Months,
Credits and Grant in the Export.
6.4 The Customer shall pay a True-Up for each Month of the Term in which its total Credits exceed the Grant, at the rate the Order states for Credits above the Grant. The True-Up is computed per Month unless the Order pools the Grant over a longer period. Laidline invoices the True-Up at the end of each Term, or at renewal, from the Usage Statements and Usage Reports.
6.5 While this Agreement is in force, a registered Customer that holds no current Licence File issued under an Order with Fees, because its Plan carries no Fees or because its paid Plan has reached Lapse, may mark above the Grant (after Lapse, above the Free Cap) under the Shared Pool Key, and nothing is owed for those Credits under this Agreement, the Software Licence or copyright law. The Software makes those marks with the Shared Pool Key and a Trial Issuer Number: on a Plan without Fees for the rest of the Month once the Grant is crossed, and after Lapse for every new mark. This permission ends when the registration ends.
7. Audit
7.1 Laidline may verify the Customer's Credits for the Term and the 12 months before the notice, by audit, on 30 days' written notice and no more than once in any 12-month period. A further audit within 12 months is allowed only where the previous audit found a shortfall of 5 percent or more.
7.2 An audit covers the Evidence Logs and the Usage Statements only. It never covers media, prompts, outputs, Payload Keys, signing keys or any other secret, and the Customer never has to hand any of them over.
7.3 An audit is remote by default. The Customer runs, or lets the auditor run under the Customer's supervision, the
unmodified Software's own tools (laidline usage, laidline evidence export and the bundle's verify.py) on the
Customer's systems and gives the auditor their outputs. The Customer may instead choose to give the auditor an
Export. An on-site audit takes place only if the remote audit cannot be completed, during normal business hours, and
without unreasonable interference with the Customer's business.
7.4 At the Customer's request the audit is carried out by an independent auditor bound by confidentiality, who reports to Laidline only the Credits per Month and per Evidence Log, the Weight Table versions applied and the findings under clause 7.5. Each party bears its own costs of the audit.
7.5 An audit may draw the following conclusions from the Evidence Log, and only these:
(a) Anchoring lag. A Month whose covering checkpoints were timestamped (and verified against the Customer's
timestamp authority roots) more than one day after the Month ended is reported as late_anchoring. The audit may
conclude that the stream may have been rewritten after the Month ended, and that conclusion is evidence that the
Month's figures may be incomplete; Laidline keeps the burden of proving the Credits it claims, and the Customer may
answer with any evidence, such as a replica sink, append-only storage or earlier Usage Statements whose stream heads
match.
(b) Missing streams. Where a stream, an asset identifier or a sequence range appears in an earlier Usage Statement or Usage Report, in an Export, or in a mark or C2PA manifest found in circulation, and is absent from the Evidence Log, the audit may conclude that the Evidence Log is incomplete for that stream. The Customer then has 30 days to produce the missing stream or a replica of it. Failing that, the missing Credits are the sequence numbers absent from the Evidence Log up to the highest one shown for that stream in the Customer's earlier Usage Statements and Exports, times the average Credits per counted entry in that Month's Usage Statement, less any sequence numbers the Customer shows were never issued or count for nothing.
(c) Missing meter blocks. Entries without a meter block are reported as meter_missing. The audit may conclude
that they are priced by the Weight Table's meter_missing_as row and nothing more. A high count is not by itself proof
of tampering, because entries written by earlier versions carry no block.
(d) Replicas and clock. Counts read from a replica sink rather than the Evidence Log are a lower bound. A Month
flagged clock_in_doubt may be re-attributed to the Month the verified timestamps support.
7.6 An audit may not infer usage from any source other than the Evidence Log, the Usage Statements and the documents named in clause 7.5(b), and may not apply any estimate except as clause 7.5 provides.
7.7 If the audited Credits for the audited period exceed the Credits reported and paid for by less than 5 percent, no True-Up is owed. If they exceed them by 5 percent or more, the Customer shall pay the whole difference at the rate the Order states, with no multiplier, surcharge or penalty, within 30 days of an invoice.
7.8 Audit findings are Confidential Information and may be used only to verify compliance with this Agreement. The Customer may contest any finding under clause 23; neither party's reading of the findings is final.
7.9 This clause survives for 12 months after the end of the Agreement.
8. Term, renewal, Grace Period and Lapse
8.1 The Term is stated in the Order. Unless the Order says otherwise, each Licence File is valid for the Term and carries a Grace Period of 30 days. Each Licence File's validity window ends at the end of a Month. Where an Order sets another end date, Laidline shall issue at no charge a Licence File that unlocks the Month in which the Grace Period ends, if the Order's Fees cover any part of it.
8.2 The Order states whether it renews automatically. Where it does, the Customer may stop renewal by notice given at any time before the last day of the Term, and Laidline may stop renewal by notice given at least 90 days before that day. A renewal is a new Licence File. Laidline issues the renewal Licence File on receipt of the renewal Fee; until then the Grace Period of the current Licence File runs.
8.3 During the Grace Period the Software treats the Licence File as current: it reports licence_expired:grace, new
marks keep the Private Payload Key and the Registered Issuer Number, and Months stay unlocked.
8.4 At Lapse:
(a) marking and evidence recording continue unchanged: every mark is still watermarked, signed, logged, checkpointed and timestamped;
(b) new marks carry the Shared Pool Key and a Trial Issuer Number;
(c) a Month the Licence File unlocked stays unlocked after Lapse, and Exports of it keep the Paperwork and the licence attestation; a Month is unlocked only if it ends at or before the end of the Grace Period;
(d) for a Month after Lapse whose Credits exceed the Free Cap, the complete signed Export is still produced, but the Paperwork is withheld and the Export's summary opens with an unlicensed-use notice; that notice reports that no Licence File unlocks the Month and does not mean that marking clause 6.5 permits was unlicensed;
(e) a mark made under the Private Payload Key before Lapse keeps resolving to the Customer for as long as the Directory Snapshot lists the number, with the statement that the number was registered to the Customer until a date.
8.5 Detection and verification work in every Licence State, including after Lapse and after the end of this Agreement.
8.6 The Customer may terminate this Agreement, or any Order, at any time on 30 days' written notice. Fees for Months up to the termination date and Credits used up to that date remain owed. Fees paid in advance for whole Months after the termination date are refunded, unless the Order states a committed Term at a reduced rate. Then the Customer may still terminate on 30 days' written notice, owing on early termination at most the difference between the standard and the reduced rate for elapsed Months, as the Order states, and never Fees for later Months.
8.7 Laidline may terminate this Agreement only for a material breach that the Customer has not cured within 30 days of written notice describing it, or by stopping renewal under clause 8.2.
8.8 Termination does not revoke a Licence File. A Licence File issued before termination stays valid for its window, and Credits used in Months after termination that it still unlocks are invoiced at the Order's rate.
9. Suspension and revocation
9.1 Laidline never revokes, suspends or shortens a Licence File, an Issuer Certificate or a registration for non-payment. Laidline's remedies for non-payment are an invoice, statutory interest, a claim for the amount, and termination under clause 8.7 or non-renewal under clause 8.2. This clause limits only what Laidline does to Licence Files, Issuer Certificates and registrations, not its rights under the Software Licence or copyright law.
9.2 Laidline may revoke a Licence File or an Issuer Certificate only:
(a) for compromise of the Customer's signing key or Private Payload Key, at the Customer's request or on evidence of the compromise shown to the Customer; or
(b) for a material breach of the terms of this Agreement or the Software Licence that concerns the registered identity or the licence mechanism (for example a registration made under a false identity, or circumvention of the meter), where Laidline has given written notice describing the breach and the Customer has not cured it within 30 days.
9.3 Laidline publishes a revocation in the Directory Snapshot. It reaches a Deployment when the Deployment refreshes the Directory Snapshot or upgrades the Software. After revocation, a verifier is told the registration was revoked on the revocation date, attribution is stripped, and new marks carry the Shared Pool Key.
9.4 If a court or arbitral tribunal finds that a revocation under clause 9.2(b) was not justified, Laidline shall withdraw the revocation in the next Directory Snapshot and reissue the affected documents at no charge. If the Customer disputes a notice under clause 9.2(b) in writing within the 30 days and starts proceedings under clause 23 within 60 days, Laidline shall not publish the revocation until the court or tribunal has decided, unless the notice concerns a registration made under a false identity.
9.5 Compromise of a Laidline issuing key. If an issuing key that signs Licence Files, Issuer Certificates,
Directory Snapshots or Weight Tables is compromised, Laidline shall notify the Customer without undue delay, publish
the revocation of that issuing key in a Directory Snapshot and in a Software release, and reissue every affected
Licence File and Issuer Certificate under a new issuing key at no charge, with the same terms, Issuer Numbers and
covers_from.
9.6 Within 30 days of a notice under clause 9.5, the Customer shall refresh its Directory Snapshot
(laidline issuer refresh) or upgrade the Software so that its Deployments receive the revocation list, and install
the reissued documents. Laidline is not liable for a Deployment's continued trust in a revoked issuing key after that
period.
9.7 The Customer shall notify Laidline without undue delay if its signing key or a Private Payload Key is compromised. Laidline shall then reissue the Licence File and Issuer Certificate bound to the replacement key at no charge.
10. Laidline Services
10.1 The Plan includes the following Laidline Services, as far as the Order lists them and as far as Laidline has marked them as available in the Documentation:
(a) Directory listing: the Customer's Registered Issuer Number, with its display name or "withheld" as the Customer chooses at registration, in each signed Directory Snapshot, served for refresh at the published URL and shipped with each Software release;
(b) Weight table and calibration channel: signed Weight Tables, and calibration updates for the detection decoders, delivered in Software releases and at the published URL;
(c) Hosted verify page: a page Laidline runs where anyone can check a Laidline mark or an Export, which shows the facts the Directory Snapshot holds about the Customer's Registered Issuer Number;
(d) Receipts: signed records of Laidline's own acts for the Customer, such as the issuance of a Licence File or Issuer Certificate, a revocation, and the receipt of a Usage Report.
10.1A Laidline Services described in the Documentation as planned (at the date of this version: the calibration channel, the hosted verify page and receipts) are not part of any Plan until Laidline marks them as available. No Fee, Credit, Term or other right under this Agreement depends on their release.
10.2 Laidline shall provide the Laidline Services with reasonable skill and care. No availability level, response time or support level applies unless the Order states one.
10.3 The Software never depends on a Laidline Service to mark or to detect. Nothing is checked online before a mark, and if the Directory Snapshot cannot be verified or refreshed, marking continues and the installed snapshot stays in use. An outage of a Laidline Service is therefore never a reason for marking to stop.
10.4 Laidline never holds, receives or asks for the Customer's Payload Keys or signing keys. The Registration Request carries only public keys, certificate chains and fingerprints.
10.5 The hosted verify page processes only what a visitor submits to it. It receives nothing from the Customer's Deployments.
11. Customer Data and the raw Evidence Log
11.1 Customer Data belongs to the Customer. Laidline acquires no right in it.
11.2 Laidline receives no Customer Data from the Software. It receives only what the Customer sends: the Registration Request (licensee name, contact email, signing key fingerprint and certificate chain, Issuer Number, Payload Key fingerprints, the terms acceptance, and usage only if the Customer adds it), Usage Reports, Usage Statements, and what the Customer chooses to share in an audit.
11.3 The Customer may read, copy, export, back up, migrate and use its Evidence Logs, checkpoints, timestamp tokens and
certificates at any time, with any tool, during the Term and after it ends. Nothing in the Software or in this
Agreement deletes, encrypts or locks them. An Export can always be produced, and verify.py keeps working on any
Export.
11.4 No term of this Agreement prevents the Customer from using the data it provides or generates, or from obtaining a copy of it, during the Term or after it ends. What a Licence State withholds is the Paperwork: Laidline-authored text and figures forming part of the paid subject matter of this Agreement. Facts from the Customer's Evidence Log merged into it stay in the Evidence Log, which the Customer may read, copy and export.
11.5 Neither party has the exclusive right to decide whether Credits, a Usage Statement, an audit finding, the Software or a Laidline Service conforms to this Agreement, or to interpret this Agreement. A disagreement is resolved under clause 23.
12. Lawful orders
12.1 If the Customer receives a Lawful Order for records that an Export would contain, and the Paperwork for the demanded Months is withheld, the Customer may send to legal@laidline.com a copy of the Lawful Order, the name of the issuing court or authority, its file reference and a contact there. A Customer that wants a Legal-Process Licence sends these items to Laidline without delay after it receives the Lawful Order.
12.2 On receipt of the items named in clause 12.1, Laidline shall issue, free of charge and within 2 Business Days, a
Legal-Process Licence: an ordinary Licence File with the Features export and paperwork, covers_from set to the
first demanded Month, a validity window equal to the demanded Months, a Grace Period of 0 days, bound to the
Customer's signing key. It unlocks exactly the demanded Months and nothing after them. Laidline may check the Lawful
Order with the issuing court or authority, without delay; the period of 2 Business Days is suspended only while the
court's or authority's reply is outstanding. Laidline shall refuse a Legal-Process Licence only for a failed check.
Where the Lawful Order concerns one tenant, the Legal-Process Licence also carries tenant_reports.
12.3 The Customer installs the Legal-Process Licence with laidline licence install, and its own installation then
produces the full signed Export, with the Paperwork and Laidline's licence attestation, for those Months. Because the
Legal-Process Licence is already past its window when it arrives, the Licence State may show
licence_expired:lapsed; the Export of the demanded Months is unaffected.
12.4 Laidline never holds the Customer's Evidence Logs and cannot hand them over. If a Lawful Order for the Customer's records is served on Laidline, Laidline shall answer that it holds none and, where the law allows, tell the Customer.
12.5 Laidline's only duty in respect of a Lawful Order is the one in clause 12.2, and Laidline is not liable for a delay that arises before it receives the items named in clause 12.1. A Legal-Process Licence creates no Fee and no other obligation for the Customer. It licenses no marking, and it never satisfies the Software Licence's condition for marking above its allowance. It does not settle Fees owed for the demanded Months under an Order, or any claim for those Months under the Software Licence.
13. Enforcement is non-coercive and is not a waiver
13.1 The Software's enforcement is deliberately non-coercive. Marking and evidence recording never stop: over the Free Cap, over the Grant, without a Licence File, after Lapse or with a broken Licence File, every mark is made and recorded exactly as before.
13.2 The Fees are owed on usage as this Agreement and the Order define it, not on the Software's willingness to run. The absence of a technical block, a warning or a withheld document is not a waiver of any Fee, True-Up or other right, and no conduct of Laidline in not preventing marking is consent to unpaid use.
13.3 A failure or delay by either party in exercising a right is not a waiver of it. A waiver is valid only in writing.
14. Registered Issuer Numbers
14.1 Laidline allocates a Registered Issuer Number to the Customer with an Issuer Certificate when the Customer registers. Laidline never allocates that number to anyone else, during the Term or after it.
14.2 Detection always shows a payload's number as a claim. The Directory Snapshot adds facts about the number, dated, never an identity for a mark.
14.3 A Registered Issuer Number may be transferred only to a successor of the Customer's business that takes over this Agreement under clause 25.2. After the end of this Agreement, a transfer takes effect no earlier than 12 months after the end, and the Directory Snapshot shows the number as registered to the Customer until the end date throughout that delay.
14.4 Trial Issuer Numbers are unregistered, carry no identity and may collide; Laidline allocates and guarantees nothing about them.
15. Trademarks
15.1 "Laidline" and the Laidline logos are Laidline's trademarks. This Agreement grants no right to use them, except that the Customer may state truthfully that its content is marked or verified with Laidline.
15.2 Laidline shall show the Customer's name in the Directory Snapshot only if the Customer chose a public display at registration. Laidline shall not otherwise use the Customer's name or marks without the Customer's written consent.
16. Fees and payment
16.1 The Customer shall pay the Fees stated in the Order and the amounts due under clauses 6 and 7, within 30 days of a correct invoice. Fees are exclusive of taxes.
16.2 The Customer may dispute an invoice in good faith by notice before its due date and pay the undisputed part.
16.3 Late payment bears interest at the statutory rate that the law governing this Agreement sets for unpaid sums.
16.4 Laidline may change its prices only for Terms that begin after it has given at least 60 days' notice of the change, and shall state the reason for the change. Prices within a current Term do not change. A Customer that does not accept a change may decline renewal at no cost. Laidline may change prices only for a change in its costs, in the Credits or media the Plan covers, or in tax or law.
17. Warranty
17.1 Laidline warrants that, for the Term, each version of the Software it makes available performs materially as the Documentation for that version describes.
17.2 If the Software does not perform as warranted and the Customer notifies Laidline during the Term, Laidline shall fix the defect within a reasonable time. If Laidline cannot fix it within 30 days, the Customer may terminate the affected Order and Laidline shall refund the Fees paid for the period in which the defect affected the Customer and for any Months paid in advance after termination.
17.3 Detection results, grades and confidence values are probabilistic assessments and not determinations of fact. The presence of a mark is evidence that a Laidline marking process ran; the absence of a mark is never evidence that content was made by a human, and Laidline never asserts that any content is of human origin. Laidline shows the statement that the absence of a signal is not evidence that content is human-made with every detection result the Software displays.
17.4 The Paperwork and the compliance templates are Laidline-authored texts, not legal advice. The Customer remains the provider responsible for its own compliance with the law that applies to it.
17.5 Disclaimer of implied warranties. EXCEPT AS THIS CLAUSE 17 STATES, AND TO THE EXTENT THE LAW ALLOWS, LAIDLINE GIVES NO OTHER WARRANTY, EXPRESS OR IMPLIED, AND DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY AND ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. This does not exclude the Customer's statutory rights that the law does not allow to be excluded, or the remedies clause 18.4 preserves.
18. Liability
18.1 SUBJECT TO CLAUSE 18.3, EACH PARTY'S TOTAL LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT IN ANY 12-MONTH PERIOD IS LIMITED TO THE FEES PAID AND PAYABLE BY THE CUSTOMER UNDER THIS AGREEMENT IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE LIABILITY.
18.2 SUBJECT TO CLAUSE 18.3, NEITHER PARTY IS LIABLE FOR LOSS OF PROFIT, LOSS OF REVENUE, LOSS OF GOODWILL OR INDIRECT OR CONSEQUENTIAL LOSS, EXCEPT SUCH LOSS CAUSED BY BREACH OF AN ESSENTIAL DUTY (ONE THIS AGREEMENT DEPENDS ON AND THE CUSTOMER REGULARLY RELIES ON).
18.3 Clauses 18.1 and 18.2 do not limit or exclude:
(a) liability for intentional misconduct, wilful misconduct or gross negligence, including that of a party's employees, agents and subcontractors;
(b) liability for fraud, fraudulent misrepresentation or fraudulent concealment;
(c) liability for death or personal injury caused by negligence, to the extent the law does not allow it to be excluded;
(d) liability under product liability law that does not allow it to be limited or excluded;
(e) liability under an express written guarantee, to the extent of that guarantee;
(f) the indemnities in clause 19;
(g) liability for breach of clause 20 (Confidentiality);
(h) the payment of Fees and of True-Ups and other amounts owed for usage under clauses 6 and 7, which are not damages; or
(i) any liability that the applicable law does not allow to be limited or excluded, including any right under the Florida Deceptive and Unfair Trade Practices Act that cannot be limited.
18.4 Nothing in this Agreement excludes the remedies available to the Customer under the applicable law for non-performance by Laidline.
19. Indemnities
19.1 Laidline shall defend the Customer against any third-party claim that the Software, as Laidline makes it available and used as the Documentation describes, infringes that third party's intellectual property rights, and shall pay the damages and costs finally awarded or agreed in settlement. This does not apply to a claim that arises from the Customer's modifications, from a combination with something Laidline did not supply, or from the Customer's content.
19.2 If such a claim is made or likely, Laidline may obtain the right for the Customer to keep using the Software, modify it so it no longer infringes, or, if neither is reasonably possible, terminate the affected Order and refund the Fees paid for Months after termination.
19.3 The Customer shall defend Laidline against any third-party claim that arises from content the Customer marks, publishes or distributes, or from the Customer's use of the Software in breach of the law, and shall pay the damages and costs finally awarded or agreed in settlement.
19.4 The party claiming an indemnity shall notify the other promptly, let it control the defence and settlement (no settlement may admit fault for the indemnified party without its consent), and give reasonable help at the indemnifying party's cost.
20. Confidentiality
20.1 Each party shall keep the other's Confidential Information confidential, use it only for this Agreement, and disclose it only to its employees, advisers and auditors who need it and are bound by confidentiality.
20.2 This duty does not cover information that is or becomes public through no fault of the receiving party, that the receiving party already had or develops independently, or that the law or a Lawful Order requires it to disclose, after notice to the other party where the law allows.
20.3 Nothing in this clause limits the Customer's use of its own Customer Data.
20.4 This clause survives for five years after the end of the Agreement.
21. Changes to this Agreement
21.1 Laidline may publish a new version of this Agreement, with a new version string, at the same URL.
21.2 A new version applies only to Orders, Registration Requests and renewals made after it is published. A current Term stays under the version the Customer accepted.
21.3 Laidline shall notify the Customer of a new version at least 60 days before the next renewal to which it would apply, and shall state what has changed and why. A Customer that does not accept the new version may decline renewal at no cost.
22. Records of acceptance
22.1 The Customer accepts this Agreement when it signs an Order that names this version, or when it runs
laidline register and accepts the agreement, by the --accept-terms flag or the interactive confirmation. The
parties agree to make this Agreement and keep its records electronically. The signed Registration Request that
laidline register --accept-terms produces is an electronic record of the acceptance, and the flag (or the
interactive confirmation) is the Customer's electronic signature of the version it names, given with the intent to
sign it, within the meaning of the Florida Uniform Electronic Transaction Act (section 668.50, Florida Statutes) and
the federal Electronic Signatures in Global and National Commerce Act (15 U.S.C. 7001 and following).
22.2 The Software carries the version string of this Agreement as TERMS_VERSION, and its URL. The Registration
Request carries a terms block with that version, that URL and the time of acceptance in UTC and, from the Software
version that adds it, the SHA-256 of the text of this Agreement; the Customer's signature covers the block. Laidline's
issuing service refuses a Registration Request without the block or with a version it does not accept.
22.3 The signed Registration Request is the durable record of the agreement between the parties, including of the choice of court in clause 23. Laidline keeps each version of this Agreement unchanged at a URL that names the version for five years after that version is replaced, and keeps the record of each acceptance for the same period or, if later, until five years after the end of the Term. Laidline shall give the Customer a copy of the request and of the accepted version on request.
23. Governing law and disputes
23.1 This Agreement, and any dispute or non-contractual obligation arising out of or in connection with it, is governed by the laws of the State of Florida, United States of America, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
23.2 Subject to clause 23.4, the state and federal courts located in Florida, and within Florida the courts of the county of Laidline's principal office (for a federal court, the district that includes that county), have exclusive jurisdiction over any dispute arising out of or in connection with this Agreement, and each party submits to the jurisdiction of those courts and waives any objection to venue there. Laidline may also bring proceedings in the courts of the Customer's seat.
23.3 Clauses 23.1 and 23.2 do not deprive the Customer of the protection of mandatory provisions of the law that would apply without them, including mandatory consumer, data protection and data access law. A Customer that is a consumer may also bring proceedings in the courts of the place where it is domiciled, and Laidline may bring proceedings against a consumer only in those courts. Either party may seek interim relief in any court that has jurisdiction.
23.4 Arbitration under an Order. This clause applies only where an Order signed by both parties designates its Plan for arbitration by stating "Arbitration: yes" and restating this clause; that Order is then the arbitration agreement, and clause 23.2 does not apply to disputes under it. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall then be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. There is one arbitrator, appointed under those Rules. The seat (place of arbitration) is in Florida, in the county of Laidline's principal office, and the language is English. The Federal Arbitration Act governs this clause. As those Rules provide, their Expedited Procedures apply where no disclosed claim or counterclaim exceeds USD 100,000, unless the Order says otherwise. Either party may still seek interim relief in any court that has jurisdiction, and Laidline may bring a claim for undisputed Fees in the courts named in clause 23.2. The Customer confirms it acts for its trade, business or profession.
23.5 Jury-trial waiver. TO THE EXTENT THE LAW ALLOWS, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.
24. Notices
24.1 Notices under this Agreement are given in writing by email: to Laidline at legal@laidline.com, and to the Customer at the email address in the Order or the Registration Request. A notice takes effect on the Business Day after it is sent.
25. General
25.1 This Agreement, the Orders and the Software Licence are the entire agreement between the parties on their subject matter.
25.2 Neither party may assign this Agreement without the other's consent, which shall not be unreasonably withheld, except to a successor of all or substantially all of its relevant business who agrees in writing to be bound by it.
25.3 If any term is invalid or unenforceable, the rest of this Agreement remains in force, and the parties shall replace the term with a valid one that comes closest to its purpose.
25.4 Clauses 5.7, 5.8, 6, 7, 8.5, 8.8, 11, 12, 13, 14.3, 17.3, 18, 19, 20, 22.3 and 23 survive the end of this Agreement. Clauses 7 and 20 survive for the periods they state (clauses 7.9 and 20.4), and clause 5.7 for the period it states.