Licensing -

Here you will find our generous NO-Upfront Deferred Fee and Term Sheet Agreement

What you won’t find are Corporate traps and little hidden clauses. Our belief is FULL TRANSPARENCY which equates to Better innovation and greatly reduced time to MARKET and PROFIT!

We have structured our disruptive Licensing model as an ecosystem rather than a series of isolated contracts. The following is our framework for the Stepping Stone / APE-X.ai Student Licensing Agreement.

1. The Financial Mechanics

This structure allows potential Licensees to launch with zero upfront capital, ensuring them a smooth path to market while ensuring us that we are fairly compensated for the foundational IP and ongoing mentorship.

The Deferred Exclusivity Fee: A $75,000 flat fee for the exclusive rights to commercialize the specific patent/project.

The Trigger: This fee is legally deferred until the closing of their first major funding round (Angel, Seed, or VC).

The Mandate: The Licensee is contractually obligated to list this $75,000 as an accounts payable line item in their pitch deck and initial use-of-funds breakdown.

Variable Royalties:

Hardware/Physical (e.g., Air Headz, Capz): A fixed gross percentage on every unit sold.

Software/Services (e.g., Jamatcha, Internet Scrubber): A fixed percentage of gross monthly recurring revenue (MRR) or service licensing fees.

2. The Ecosystem Advantage (The APE-X.ai Network)

This is the major selling point for investors. These student founders aren’t operating in a vacuum; they are backed by a seasoned consultant and a network of peers.

Mandatory Consulting Clause: The agreement includes you (and APE-X.ai) as an official advisory board member or consulting entity for the Licensee. This gives investors confidence that the original inventor is guiding the technical vision.

The Open-Source Sandbox: Licensees are inducted into the APE-X.ai development network. While not forced, they are highly incentivized to share supplier contacts, coding breakthroughs, and marketing resources with the other 15+ APE-X licensees on a fee-free basis.

HEI Resource Pooling: Where permitted by the participating universities (like UBC or UC Davis), licensees can leverage shared academic resources, lab time, or testing facilities through the APE-X umbrella.

3. Performance Clauses (The “Use It or Lose It” Rules)

To protect your IP, you cannot allow a student to lock up an exclusive license and then abandon the project to take a corporate job. The exclusivity must be tied to momentum.

Milestone	Timeframe	Requirement	Consequence of Failure
Incorporation	90 Days post-grad	Form a legal corporate entity and allocate founder equity.	License reverts to non-exclusive.
The MVP	12 Months	Deliver a working Minimum Viable Product or physical prototype.	APE-X retains the right to revoke the license.
Capitalization	18-24 Months	Secure first-round funding (triggering the $75k fee payout).	License reverts to APE-X to re-issue to another team.

4. Critical IP & Legal Protections

These are the elements investors and patent lawyers will look for during due diligence.

Grant-Back on Improvements: As the students tinker with your technology, they will inevitably invent improvements. The agreement must state that the Licensee owns the rights to their specific improvements, but they must grant a non-exclusive, royalty-free license back to APE-X.ai to use those improvements across the rest of the network.
Right of First Refusal (ROFR): If a massive conglomerate decides to buy the student’s company outright, APE-X retains the right to buy it first on the same terms, or mandates that the buyout includes a multiplier on the original royalty agreement.
Strict Sublicensing Limits: The students cannot simply take the $75k license and immediately flip/sublicense it to a massive corporation for $1M without APE-X approving the deal and taking a significant cut.

Our Terms – (not etched in Stone, let’s negotiate) If it’s not enough good for you, it’s not good enough for us!

Transparency is the ultimate competitive advantage here. By putting this front and center on the public site, you immediately weed out teams looking for a free ride while attracting serious innovators who understand the value of a deferred-risk partnership.

Here is the clean, fully transparent Term Sheet ready for public posting.

APE-X.ai Stepping Stone Licensing Term Sheet

Overview: This document outlines the straightforward baseline terms for student teams licensing intellectual property from the APE-X.ai portfolio. There are no hidden clauses. Our mission is to empower your transition from student to founder by eliminating upfront capital barriers while ensuring the foundational technology is actively brought to market.

Financial Obligations

Deferred Exclusivity Fee: A flat fee of $75,000 grants exclusive commercial rights to the selected intellectual property.
Trigger Event: This fee is completely deferred until the official closing of your first major institutional funding round (Angel, Seed, or Venture Capital).
Disclosure Mandate: Licensees are required to list this $75,000 as an accounts payable line item in all investor pitch decks and use-of-funds breakdowns.
Hardware Royalties: Physical product commercialization requires an ongoing, fixed gross percentage on every unit sold globally.
Software Royalties: Digital protocol and service commercialization requires an ongoing, fixed percentage of gross monthly recurring revenue.

Performance Milestones

To maintain the exclusive license, founders must actively build. This is a “use it or lose it” agreement designed to prevent IP hoarding.

Milestone	Timeframe	Requirement	Consequence of Failure
Incorporation	90 Days Post-Graduation	Form a legal corporate entity and formally allocate founder equity.	License automatically reverts to non-exclusive.
The MVP	12 Months	Deliver a working Minimum Viable Product or physical prototype.	APE-X retains the right to completely revoke the license.
Capitalization	24 Months	Secure first-round funding, thereby triggering the deferred fee payout.	License reverts to APE-X to be re-issued to another team.

Ecosystem & Legal Framework

Mandatory Advisory Role: APE-X.ai will serve as an official consulting entity for the Licensee to guide the technical vision and provide investor confidence.
Open-Source Sandbox: Licensees are inducted into the APE-X network, unlocking shared academic resources, supplier contacts, and peer support from other active licensees.
Improvement Grant-Back: Licensees retain ownership of specific improvements they invent, but must grant a non-exclusive, royalty-free license back to APE-X.ai for network use.
Right of First Refusal: In the event of an acquisition offer, APE-X retains the right to match the offer or mandate that the buyout includes a pre-determined multiplier on the original royalty agreement.

Would you like to establish the exact baseline royalty percentages for hardware versus software to include in this public document?