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Neuroca Proprietary Dual License (Academic + Commercial)

Version: 2.1
Last updated: November 11, 2025

Copyright @ 2026
Justin K. Lietz & Neuroca, Inc.
All Rights Reserved.

Contact: 📩 justin@neuroca.ai

0) Overview

Intent and Scope. Licensor promotes open academic research and personal, non-commercial use of the Materials while requiring a separate commercial license for any monetized or for-profit use, and protecting proprietary inventions and pending patents. This dual-license applies worldwide unless a different governing law is specified.

Acceptance. By accessing, downloading, or using the repository or any materials, you agree to be bound by these Academic License terms solely for Academic Use and Personal Use, as defined. Commercial Use is strictly prohibited without a separate, duly executed commercial license agreement with Licensor. If you do not agree, do not use the Materials.

1) Dual-License Model

  • Academic License (non-commercial) — includes Personal Use; permitted without written permission, subject to attribution, share-alike for academic derivatives, and ethical restrictions.
  • Commercial License — required for any Commercial Use, including monetized, for-profit, hosted/SaaS, or proprietary-integrating use. Request via COMMERCIAL_LICENSE_REQUEST.md.

Summary of permitted Academic/Personal uses includes open research, teaching, coursework, theses/dissertations, non-commercial reproducibility and benchmarking, and personal non-commercial exploration.

Summary of uses requiring a Commercial License includes product/service integration, fee-based activities, internal corporate R&D leading to proprietary outcomes or patents, hosted or SaaS offerings, consulting/training for a fee, technology transfer, sublicensing, or monetization of outputs derived from the Materials.

Third-Party Licenses. Third-party components obtained via package managers remain under their respective licenses. See Section 6 for how third-party licenses interact with this dual license and for notice/compliance obligations.

2) Definitions

  • Academic Use — use for research, education, teaching, coursework, theses/dissertations, non-commercial open research, reproducibility/benchmarking, and publication of results. Includes research funded by commercial entities only if the results and any derivative works are published openly and are not made proprietary, and if such use does not involve monetization or confer a commercial advantage beyond access to openly published results.
  • Personal Use — individual, non-commercial use by a natural person on systems personally controlled by that person, without revenue generation, fees, or monetization of outputs, services, or derivative works, and without performance for or within a for-profit entity.
  • Commercial Use — any use involving revenue, fees, or commercial advantage; any use for/within a for-profit entity or under a non-academic government contract; fee-based consulting/training/managed services; technology transfer, sublicensing, or licensing programs; integration into products or services; internal corporate R&D leading to proprietary outcomes or patents; SaaS/hosted/cloud services exposing/embedding/integrating/deriving functionality from the Materials; or monetization of outputs, models, or derivative works based on the Materials.
  • Derivative Work — any work based on, adapted from, incorporating, or modified from the repository or the materials, including code, data, designs, equations, parameterizations, tools, models, experiments, documentation, or combinations.
  • Reference-Based Use — a re-implementation or work substantially guided by methods, equations, parameter values, architectural choices, experimental procedures, training regimes, or analysis techniques disclosed in the repository or materials (excluding purely independent implementations developed without material reliance).
  • Outputs — any results, models, artifacts, visualizations, datasets, logs, analyses, publications, or other content generated using or derived from the Materials, including those produced by Academic Derivative Works or Reference-Based Use.
  • Repository — the GitHub repository at https://github.com/justinlietz93/Prometheus_VDM and official branches/releases as maintained by Licensor.
  • Academic Derivative Works — Derivative Works created and used solely for Academic Use or Personal Use in compliance with this Academic License.
  • Licensee / you — the individual or entity exercising rights under this License.

3) Academic License (Non-Commercial; includes Personal)

3.1 Grant of Rights

Subject to the terms herein, Licensor grants you a non-exclusive, worldwide, non-transferable, non-sublicensable, royalty-free license to use, reproduce, and create Academic Derivative Works of the Materials solely for Academic Use and Personal Use.

3.2 Permitted Uses (illustrative)

  • Academic research, teaching, coursework, and theses/dissertations.
  • Non-commercial open research, reproducibility, and benchmarking activities.
  • Personal non-commercial exploration and learning by individuals.
  • Sponsored research by commercial entities only if outcomes remain non-proprietary and are published openly under these Academic terms, with no monetization or commercial advantage beyond access to openly published results.

3.3 Mandatory Attribution (use, replication, rework, or reference)

You must provide credit to Licensor in any Academic Use, Personal Use, publication, release of Academic Derivative Works, or Reference-Based Use. Include the following citation:

Citation:
Lietz, Justin K.; Neuroca, Inc. (2025). Prometheus_VDM (VDM): Neuroca Proprietary Dual License (Academic + Commercial) v2.1. GitHub repository: https://github.com/justinlietz93/Prometheus_VDM.

BibTeX:

@misc{Prometheus_VDM_2025,
  author = {Justin K. Lietz and Neuroca, Inc.},
  title = {Prometheus_VDM (VDM): Neuroca Proprietary Dual License (Academic + Commercial) v2.1},
  howpublished = {GitHub repository},
  year = {2025},
  url = {https://github.com/justinlietz93/Prometheus_VDM}
}

3.4 Share-Alike for Academic Derivative Works

Academic Derivative Works must be distributed, if distributed, under terms no less protective and no more permissive than this Academic License, including the non-commercial restriction and the attribution requirement, or under substantially similar non-commercial, attribution-required terms. This share-alike requirement does not grant rights for Commercial Use.

3.5 Outputs Under Academic/Personal Use

Outputs generated under Academic or Personal Use may be used and shared non-commercially, with required attribution, and with no monetization.

3.6 Prohibited Uses Under Academic/Personal Use

  • Any Commercial Use (see §4).
  • Paid consulting, fee-based training, managed services, or similar activities.
  • Technology transfer, sublicensing, or licensing to commercial entities.

3.7 Ethical Restrictions

  • No use for weapons development, mass surveillance, or applications intended for harm, exploitation, or unlawful discrimination.
  • Work on AI safety, interpretability, and alignment is encouraged.

Compliance tip. Internal corporate R&D is deemed Commercial Use unless all resulting outputs, derivatives, and methods are published openly and non-proprietarily under these Academic terms without monetization and without conferring a commercial advantage.

4) Commercial License

4.1 Commercial Scope (non-exhaustive examples)

  • Integration into any product or service (software or hardware), including SaaS or hosted functionality.
  • Fee-based consulting, training, managed services, or platform access.
  • Internal corporate or non-academic government R&D leading to proprietary outcomes or patents.
  • Monetization of Outputs, models, or derivative works derived from the Materials.
  • Technology transfer, sublicensing, IP packaging, or licensing programs.

4.2 Prohibition Without License

No Commercial Use is permitted without prior written permission under a separate, signed commercial license agreement with Licensor.

4.3 Request Process

To request a commercial license, complete COMMERCIAL_LICENSE_REQUEST.md and email justin@neuroca.ai.

4.4 Note

Commercial license terms, negotiated separately, may address rights to monetize outputs, redistribution, embedding, cloud/SaaS rights, user or seat limits, support/updates, audit rights, termination, and patent license terms.

5) Patent Notice & Proprietary Inventions

The Materials may disclose or embody proprietary inventions and patent-pending technologies, including:

  • RE-VGSP — Resonance-Enhanced Valence-Gated Synaptic Plasticity
  • SIE — Self-Improvement Engine
  • EHTP — Emergent Hierarchical Topology Probe
  • GDSP — Goal-Directed Structural Plasticity
  • Multi-Phase Training Strategies — Curriculum/homeostatic stimuli modulation
  • Hierarchical TDA Analysis — Real-time knowledge-graph diagnostics
  • Self-Modulating Neuron Models — Adaptive intrinsic plasticity
  • Proprietary Equations and Parameterizations

Patent Licensing Position. The Academic License grants rights to use provided artifacts for Academic Use only. No patent license for Commercial Use is granted. Any Commercial Use of covered methods requires a separate commercial license expressly granting applicable patent rights.

Defensive Termination. If you or your affiliate assert a patent claim alleging that the Materials, Licensor contributions, or implementations infringe any patent, all rights granted under this License automatically terminate as of the filing date.

6) Third-Party Licenses & Exceptions

6.1 Scope Control and File Headers

File-level headers indicate authorship/origin. If a file lacks a header, this License applies to Neuroca-authored files by default.

6.2 Dependencies via Package Managers

Third-party dependencies installed via pip or other package managers remain under their own licenses and are not re-licensed by this License. Your use must comply with those licenses.

6.3 Vendored Third-Party Code

If third-party code is ever vendored:

  • Third-party files retain their original license headers and are placed under third_party/<project>/ with original LICENSE/NOTICE preserved.
  • For mixed-origin files, the original license governs the third-party portions; Neuroca modifications are licensed under this dual license to the extent permitted by the upstream license.

6.4 Precedence and Compatibility

Licensor respects upstream license prohibitions on adding further restrictions to derivatives. Aggregation or import of libraries does not change their licenses; copying or modifying code must honor upstream conditions.

6.5 Notice Obligations

Preserve required notices (e.g., MPL-2.0, Apache-2.0) when distributing modified files or binaries. See NOTICE.md for acknowledgments.

6.6 Required File Headers (templates)

Neuroca-Authored Files

SPDX-License-Identifier: LicenseRef-Neuroca-PRL-2.1
Copyright @ 2026 Justin K. Lietz, Neuroca, Inc.
Licensed under the Neuroca Proprietary Dual License (Academic + Commercial). See LICENSE.md for terms.

Third-Party or Mixed-Origin Files

This file includes or is derived from third-party material.
Original license and notices apply to those portions (see third_party/ and NOTICE.md).
Neuroca modifications (if any) © 2025 Justin K. Lietz, Neuroca, Inc., licensed under LicenseRef-Neuroca-PRL-2.1
to the extent permitted by the original license. See LICENSE.md and third_party/ files.

7) Enforcement

Academic/Personal Violations include using Academic terms for Commercial Use, failing to provide required attribution, or using the Materials in prohibited ethical domains.

Commercial Violations include unlicensed Commercial Use, unauthorized sublicensing or redistribution, or concealment/misrepresentation of proprietary methods or derivatives derived from the Materials.

Remedies. Upon breach, all rights granted terminate immediately. Licensor reserves all rights and remedies available at law or in equity, including claims for copyright infringement, trade secret misappropriation, and patent infringement.

8) Warranty, Liability, Termination

Disclaimer. THE MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. YOUR USE IS AT YOUR SOLE RISK.

Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, LICENSOR SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL. IN NO EVENT SHALL LICENSOR’S AGGREGATE LIABILITY EXCEED ONE HUNDRED U.S. DOLLARS (US$100).

Termination. This License and all rights granted terminate automatically upon your breach. Sections relating to attribution, proprietary rights, patents, third-party licenses, warranty disclaimers, limitations of liability, enforcement, and termination survive termination.

9) Miscellaneous

  • Governing Law and Venue. [Optional: insert governing law and exclusive jurisdiction/venue.]
  • Export Controls. You will comply with applicable export control and sanctions laws and will not export/re-export the Materials in violation thereof.
  • Trademarks. No rights to use Licensor’s names, logos, or marks (“Neuroca,” “Prometheus_VDM,” “VDM,” “Void Nexus”), except factual references without implication of sponsorship/endorsement. See TRADEMARKS.md if provided.
  • Entire Agreement. This License constitutes the entire agreement concerning the Materials under the Academic License. Commercial licensing is governed exclusively by a separate, signed agreement.
  • Severability. If any provision is held invalid or unenforceable, the remaining provisions remain in full force and effect.
  • No Waiver. No failure or delay by Licensor in exercising any right operates as a waiver.
  • Updates. Licensor may publish updated versions from time to time. Updates do not retroactively alter rights previously granted unless you agree.

10) How to Request a License or Clarification

  • Commercial. Complete COMMERCIAL_LICENSE_REQUEST.md and email justin@neuroca.ai with subject “Commercial License Request – VDM / Neuroca.”
  • Academic/Personal Clarifications. For gray areas or written confirmation of non-commercial uses, complete ACADEMIC_LICENSE_REQUEST.md and email justin@neuroca.ai with subject “Academic/Personal Clarification – VDM / Neuroca.”