COMMERCIAL LICENSE AGREEMENT
Co-Dialectic — Exponential OS, Inc.

Version 1.0, May 2026

Copyright (c) 2026 Exponential OS, Inc. All rights reserved.

This Commercial License Agreement ("Agreement") is between Exponential OS, Inc.,
a Delaware corporation ("Licensor"), and the entity or individual purchasing this
license ("Licensee").

1. GRANT OF LICENSE

Subject to the terms of this Agreement and payment of the applicable license fee,
Licensor grants Licensee a non-exclusive, non-transferable, worldwide license to:

  (a) Use, copy, and modify the Co-Dialectic software ("Software") for Licensee's
      internal business purposes;
  (b) Deploy the Software on Licensee's own infrastructure or cloud environments
      to serve Licensee's own employees and direct customers;
  (c) Create derivative works of the Software for Licensee's internal use.

2. WHAT THIS LICENSE PERMITS (vs. AGPL-3.0)

The AGPL-3.0 license requires that any modified version of the Software made
available over a network must have its complete source code disclosed to users.
This Commercial License removes that requirement:

  - Licensee is NOT required to disclose source code of modifications.
  - Licensee is NOT required to license derivative works under AGPL-3.0.
  - Licensee MAY keep modifications proprietary.

3. RESTRICTIONS

Licensee shall NOT:

  (a) Sublicense, resell, rent, lease, or distribute the Software to third parties
      as a standalone product or as a material component of a product offered to
      third parties (see OEM/Reseller License for this use case);
  (b) Remove or alter any copyright, trademark, or attribution notices;
  (c) Use the Software to compete directly with Licensor's own commercial offerings
      of the Software;
  (d) Transfer this license to any third party without Licensor's prior written consent.

4. INTELLECTUAL PROPERTY

Licensor retains all right, title, and interest in and to the Software. This
Agreement does not transfer ownership of the Software to Licensee. Licensee
retains ownership of original modifications created by Licensee.

5. FEES AND PAYMENT

License fees are as set forth in the applicable Order Form or invoice. All fees
are non-refundable. Licensor reserves the right to update pricing for renewal
terms with 60 days' notice.

6. TERM AND TERMINATION

This license is effective upon payment and continues for the period specified in
the Order Form (default: 12 months, auto-renewing). Either party may terminate
with 30 days' written notice. Upon termination, Licensee shall cease all use of
the Software and destroy all copies.

7. WARRANTY DISCLAIMER

THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED,
INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, AND NONINFRINGEMENT.

8. LIMITATION OF LIABILITY

IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL,
CONSEQUENTIAL, OR PUNITIVE DAMAGES, REGARDLESS OF THE CAUSE OF ACTION. LICENSOR'S
TOTAL LIABILITY SHALL NOT EXCEED THE FEES PAID BY LICENSEE IN THE 12 MONTHS
PRECEDING THE CLAIM.

9. GOVERNING LAW

This Agreement is governed by the laws of the State of Delaware.

10. CONTACT

For commercial licensing inquiries: avallam@thewhyman.com
Website: https://exponentialos.io

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Exponential OS, Inc.
Delaware C-Corp
