fix(legal): delete the investment-contract mechanics from the license — it was arguably a security

The agent-year license was being marketed as an appreciating, tradeable asset:
"the spread is the holder's", "an appreciating, transferable asset", "I should buy
inventory today", a "Distribution seat" whose return comes from reselling licenses
whose scarcity WE engineer (discretionary shrinking term + grandfathering), in a
registry WE operate. That is all four Howey prongs — money in, common enterprise,
expectation of profit (marketed explicitly, as "honest FOMO"), derived from the
efforts of others. It was live on /pricing, /agent-year and /iamfim.

Deleted, not softened (terms v0.2 → v0.3, deletion register in the doc):
- resale spread + holder-set resale price  → resale capped at unit price + flat fee
- Distribution and Registry (Founding) tiers → deleted entirely
- 10%-of-resale transfer royalty            → flat $2.00 administrative fee
- "$20 fixed in perpetuity"                 → bounded price protection
- "insurable events" / "coverage" (we are not an insurer) → attestation/meter vocabulary
- CATO "certification"                      → deleted (unauthorized-credential risk)
- two-party licensing as a CONDITION        → optional, non-conditional (tying)
- ThetaDriven's discretion over the shrink  → must peg to an external index, or stay fixed
+ abatement/refund if the pending patent never issues (there was no remedy at all)
+ use-not-invest covenant with express no-appreciation disclaimer

Also solves the metering question honestly. The agent-year is now a LEASE WITH A
MILEAGE CAP: 365 days or 10,000 attestations, whichever comes first. The 10,000 is
not an invented number — it is calibrated against the only agentic operation we can
actually measure, this repo: 56.5 attestable commits/day over 90 days (~20,625/yr),
so the cap sits at roughly half our own burn. n=1, and the terms say so, with a
public true-up that adjusts future mints only.

GUARD (the deliverable): tests/legal/no-investment-contract-language.test.js turns
red if resale-spread / appreciation / inventory / Distribution-seat / insurable-event
language returns to the terms or any public commercial page. It scans rendered copy
(comments stripped) so the tombstones explaining each deletion can survive. Verified
biting: it caught 20+ real hits on the live pages before this fix.

NOT PUSHED — the site fix is staged pending counsel's read on timing.

Originating-Terminal: 📐 architect
Relevant-Rooms: 🔒 vault, 🎩 operator, 📐 architect
Story: The premortem named "no procurement lane" as failure mode #1; building the actual license to cure it surfaced something worse — the instrument as drafted was an unregistered security, publicly offered. Vault owns the legal/patent surface, operator owns the commercial terms, architect owns the pages that carried the language. The metering question the operator asked ("10,000 is a number, right? maybe we need a better one") is answered by measurement rather than by a better guess.

Co-Authored-By: Claude Opus 4.8 <noreply@anthropic.com>
Claude-Session: https://claude.ai/code/session_01EssMgKix9aZmZ5dxGPqYCW

commit 2220900ea — 144×144 lattice triptych (on-chip)

◎ the ingest chose A1,B — Strategy·Law × Tactics — acting on B3,B2 — Tactics·Signal × Tactics·Deal (grip 0.797) · the walk starts at the ACTOR's row · 6 file(s)

⏱ ingest 1739.7ms (corpus→lattice) · definer walk 1144ms (row→transpose→row, ballistic XOR per hop) · total 3060ms
ingest here = commit-scoped SENSING only (this commit's message + changed files → lit anchors) — deep seed authoring lives in the reef-self-loop, off the commit path

rows = ACTOR (lens) · cols = PATIENT (object) · diagonal = self-reference; ◎ at actor-row × patient-col — every panel, same orientation. Heat above the diagonal = actors ranking ShortLex-earlier than their patients (the walk follows definers uphill in rank).
The 12 canonical lanes (rows top→bottom, cols left→right): A·Strategy · B·Tactics · C·Operations · A1·Law · A2·Goal · A3·Fund · B1·Speed · B2·Deal · B3·Signal · C1·Grid · C2·Loop · C3·Flow

PAIR LATTICE (the map we normally see)

PRE-WALK SENSE · INTENT grid — the snapshot, no point of view

the no-point-of-view snapshot — what the sensor lit before any walk; the leaf walk below is what bridges the two grids

	ABC A1A–O A2A–O A3A–O B1A–O B2A–O B3A–O C1A–N C2A–N C3A–N A1–C3
ABC A1–C3 A1A–O A2A–O A3A–O B1A–O B2A–O B3A–O C1A–N C2A–N C3A–N

PRE-WALK SENSE · REALITY grid — the snapshot, no point of view

the no-point-of-view snapshot, reality side — same sensor law

	ABC A1A–O A2A–O A3A–O B1A–O B2A–O B3A–O C1A–N C2A–N C3A–N A1–C3
ABC A1–C3 A1A–O A2A–O A3A–O B1A–O B2A–O B3A–O C1A–N C2A–N C3A–N

PRE-WALK Δ · straight comparison of the two ingested grids (green both · cyan intent-only · amber reality-only) · 4% overlap · ◎ = where the competence pixel sits in the raw overlap

good = green overlap without being a copy — near-100% is self-similarity, not alignment

	ABC A1A–O A2A–O A3A–O B1A–O B2A–O B3A–O C1A–N C2A–N C3A–N A1–C3
ABC A1–C3 A1A–O A2A–O A3A–O B1A–O B2A–O B3A–O C1A–N C2A–N C3A–N

◎ the pixel this commit belongs to

A1,B — Strategy·Law × Tactics (actor) acting on B3,B2 — Tactics·Signal × Tactics·Deal (patient) · grip 0.797

actor seed A1,B — Governance rules mandate a binding article that restricts which tactics and maneuver choices are legally permissible. EU AI Act Article 14 requires human-on-the-loop oversight, with the supervisor able to interrupt the system at any moment. Compliance attaches to the artifact the artifact cannot escape — provenance is a regulatory primitive, not a feature. Constraints precede objectives. The cap-table, the license text, the consent envelope — each draws the inviolate line the action must respect, and the line is enforced before the optimization runs. A rule names what the system MAY NOT do. If the agent can do X, then 'forbid X' is not the constraint — it is wishful thinking dressed as policy. Constraints live in the gate, not in the prompt. Tactics is the choice of which leverage to pull at which beat. Not what we want, but how the want lands on Tuesday: the sequence of irreversible commitments, each made before the next one's information is available. Speed of feedback dominates speed of execution. Tactics that converge fast beat tactics that compute long, because the loop closes around the world's response before the world has moved. The tactical map is a ranked list of moves where each move carries a cost-of-delay. Pick the move whose cost of doing it tomorrow exceeds the cost of doing it imperfectly today.

patient seed B3,B2 — Measured signal reach and message bandwidth determine the exchange rate and value of each broadcast deal. Signal-to-noise is the inverse cube of bandwidth — narrow the channel, the message arrives; broaden it, recipients tune out. The right channel is the one whose floor matches the message's importance. The deal sets the exchange rate between two value substrates. Mis-priced exchange is a slow-bleed; correctly priced exchange compounds both sides, because each cycle of trade enriches the bench on both ends. A broadcast that addresses everyone addresses no one. Precision over reach until the address is calibrated; only then does scale convert prospects into recipients rather than into unsubscribes. Terms are the API between two organizations — every clause is a contract method that survives the handshake. Renegotiation is the breaking change; the deal is the stable interface either side can build against. Repetition is the cost of being heard. Three sends to one recipient beats one send to three; the first send announces, the second send is heard, the third send is remembered. Negotiation closes at the moment both parties' BATNAs cross. Push past that point and you've bought regret at retail; stop short and you've left margin on the table that the next deal will not return to you. Every message carries provenance. The sender's history is half the message's weight; an unknown sender pays in attention what a known sender pays in seconds saved. A signed counterparty is more valuable than an unsigned promise. The signature is the substrate; the conversation that preceded it is the exhaust the signature converted into substrate.

INTENT · leaf-walk clouds · BLUE→VIOLET by ply (◎ = the competence pixel: actor∩patient)

good = the clouds concentrate where the commit SAYS it works

	ABC A1A–O A2A–O A3A–O B1A–O B2A–O B3A–O C1A–N C2A–N C3A–N A1–C3
ABC A1–C3 A1A–O A2A–O A3A–O B1A–O B2A–O B3A–O C1A–N C2A–N C3A–N

REALITY · leaf-walk clouds · ORANGE→RED by ply (◎ = the same pixel — the shared perspective)

good = the same clouds as intent — shipped where declared

	ABC A1A–O A2A–O A3A–O B1A–O B2A–O B3A–O C1A–N C2A–N C3A–N A1–C3
ABC A1–C3 A1A–O A2A–O A3A–O B1A–O B2A–O B3A–O C1A–N C2A–N C3A–N

DELTA · graded cloud divergence (green agree · magenta declared-not-done · amber done-not-declared) · 2% agree

good = mostly green; magenta = said-not-done (chase it in the code), amber = done-not-said (chase it in the docs)

	ABC A1A–O A2A–O A3A–O B1A–O B2A–O B3A–O C1A–N C2A–N C3A–N A1–C3
ABC A1–C3 A1A–O A2A–O A3A–O B1A–O B2A–O B3A–O C1A–N C2A–N C3A–N

TOLERANCE · cloud topology (dim green in-shape · hot amber bleed · red orthogonal concentration)

red only matters above the flip — a few amber is normal bleed

	ABC A1A–O A2A–O A3A–O B1A–O B2A–O B3A–O C1A–N C2A–N C3A–N A1–C3
ABC A1–C3 A1A–O A2A–O A3A–O B1A–O B2A–O B3A–O C1A–N C2A–N C3A–N

SHORTLEX-3 PROJECTION (ABC · A1..C3 · the 132 children — candidate, pre-ratchet)

PROJECTED INTENT · the commit’s claims, head→axis_i tail→axis_j (cyan)

the three-length view — good = claims land inside their own zone

	ABC A1A–O A2A–O A3A–O B1A–O B2A–O B3A–O C1A–N C2A–N C3A–N A1–C3
ABC A1–C3 A1A–O A2A–O A3A–O B1A–O B2A–O B3A–O C1A–N C2A–N C3A–N

PROJECTED REALITY · same projection law (amber)

same projection law — good = reality occupies the zones intent does

	ABC A1A–O A2A–O A3A–O B1A–O B2A–O B3A–O C1A–N C2A–N C3A–N A1–C3
ABC A1–C3 A1A–O A2A–O A3A–O B1A–O B2A–O B3A–O C1A–N C2A–N C3A–N

STRAIGHT COMPARISON · green both · cyan intent-only · amber reality-only · 4% overlap

good = the zones agree; cross-zone scatter is the drift to read

	ABC A1A–O A2A–O A3A–O B1A–O B2A–O B3A–O C1A–N C2A–N C3A–N A1–C3
ABC A1–C3 A1A–O A2A–O A3A–O B1A–O B2A–O B3A–O C1A–N C2A–N C3A–N

shortlex-3 zone occupancy (lit cells per diagonal square)
INTENT: 2 in the 3×3 ABC corner · 8 in the 9×9 A1..C3 square · 1004 in the 132×132 children square · 229 cross-zone
REALITY: 1 in the 3×3 ABC corner · 3 in the 9×9 A1..C3 square · 1200 in the 132×132 children square · 196 cross-zone
axes: identical 144 ShortLex names both sides (symmetric); weights asymmetric
zone 3 = candidate children, pre-ratchet (repo-derived dumps not yet past the perturbation-probe gate) · intent 118 claims @ θ 0.6563 · reality 101 claims @ θ 0.6406 · projection 1010ms

SHAPE-MATCH σ = 1.96 — the real intent↔reality definer walk vs random-reality (actual 0.1098 vs random 0.064). >0 = the walk distinguishes real alignment from noise; aggregate over independent walks → the divergent series.
σ_drift · weak · panel story is not yet evidence

Most out-of-lane row: C2 · Loop — that lane is drifting most (read the red band in that row).

Three-colour tolerance (out-of-lane = reality fires where intent is weak, in orthogonal blocks): green=in-lane agreement · amber=a few out-of-lane (tolerated) · red=armed — orthogonal out-of-lane 22% vs tolerance 25%.
796 green · 851 amber · 0 red · 86 XOR-friction cells.

Both axes = the 144 ShortLex anchors, cell=row⊕col, on the chip. INTENT=docs+rules · REALITY=code · DELTA=friction.

tile dump — what the SimHash matched on the diagonal (inspect the sensor; tap to expand)

A,A The lattice we build today is what next year's underwriter inherits.

intent 75% Deleted, not softened (terms v0.2 → v0.3, deletion register in the doc): - resale spread + hold

reality 75% yourself. It is sold for use, and we make no claim it will be worth more later.

B,B Tactics is the choice of which leverage to pull at which beat.

intent 72% ## 10. Recomputability warranty — and its exact limit

reality 73% (no distinctive match)

C,C Operations is the loop that runs whether anyone watches.

intent 78% ## 0. What this is, and the three things it is not

reality 77% Analysis: docs/legal/counsel-redline-memo-2026-07-14.md (RL-1, RL-7).

A1,A1 EU AI Act Article 14 requires human-on-the-loop oversight, with the supervisor able to interrupt the system at

intent 80% 0.1 **This is a lease of a metered attestation instrument.** ThetaDriven licenses the right to

reality 77% life of your agreement or a renewal on the same terms.

A2,A2 The target is the cell coordinate the system MUST occupy by end-of-quarter.

intent 81% (no distinctive match)

reality 78% unlicensed, forever. The license covers using the signal under the patent in production.

A3,A3 Every dollar builds either the floor (substrate that lifts future bets) or the ceiling (cap on the next round)

intent 77% (no distinctive match)

reality 75% (no distinctive match)

B1,B1 Latency is the price of a missed beat.

intent 75% v0.2 took **10% of the resale price** on every re-registration — a royalty on the downstream tr

reality 72% record only <em>where</em> the action landed against its rules. Our current miss rate on advers

B2,B2 The deal sets the exchange rate between two value substrates.

intent 75% (no distinctive match)

reality 73% (no distinctive match)

B3,B3 Signal-to-noise is the inverse cube of bandwidth — narrow the channel, the message arrives; broaden it, recipi

intent 75% 10.1 Every receipt recomputes byte-for-byte on any machine from its sealed body (`npx thetacog-

reality 73% Replaced with a use-only reseller path: no spread, no inventory, no appreciation.

C1,C1 Power flows where the grid lets it.

intent 77% 4.2 **Transfer fee: USD $2.00 per transferred agent-year** — a flat administrative re-registrat

reality 75% <p className="text-emerald-300 font-semibold mb-2">Check it before you buy anything</p>

C2,C2 Each iteration is a hypothesis tested against the ground truth of the world.

intent 77% (no distinctive match)

reality 72% (no distinctive match)

C3,C3 Flow is the rate at which committed work crosses the finish line.

intent 78% (no distinctive match)

reality 73% <p className="text-slate-400 text-sm leading-relaxed">

commit context — 6 file(s)

fix(legal): delete the investment-contract mechanics from the license — it was arguably a security

The agent-year license was being marketed as an appreciating, tradeable asset:
"the spread is the holder's", "an appreciating, transferable asset", "I should buy
inventory today", a "Distribution seat" whose return comes from reselling licenses
whose scarcity WE engineer (discretionary shrinking term + grandfathering), in a
registry WE operate. That is all four Howey prongs — money in, common enterprise,
expectation of profit (marketed explicitly, as "honest FOMO"), derived from the
efforts of others. It was live on /pricing, /agent-year and /iamfim.

Deleted, not softened (terms v0.2 → v0.3, deletion register in the doc):
- resale spread + holder-set resale price  → resale capped at unit price + flat fee
- Distribution and Registry (Founding) tiers → deleted entirely
- 10%-of-resale transfer royalty            → flat $2.00 administrative fee
- "$20 fixed in perpetuity"                 → bounded price protection
- "insurable events" / "coverage" (we are not an insurer) → attestation/meter vocabulary
- CATO "certification"                      → deleted (unauthorized-credential risk)


docs/legal/agent-year-license-terms.md
docs/legal/counsel-redline-memo-2026-07-14.md
src/app/agent-year/page.tsx
src/app/iamfim-landing/page.tsx
src/app/pricing/page.tsx
tests/legal/no-investment-contract-language.test.js

Produced on the chip by the running pipeline (scripts/pmu/pipeline.mjs → runPipeline → walk + xor), commit-scoped · on-chip per-walk 703.63ns (this commit). Recompute: node scripts/pmu/commit-triptych.mjs --commit 2220900ea

Commit artifacts (open on a computer — Gmail mobile won't follow file:// links; the inline images above are the phone-viewable form): reef grid · this triptych · the HDL — all three are also attached to this email.