OEM / RESELLER LICENSE AGREEMENT
Co-Dialectic — Exponential OS, Inc.

Version 1.0, May 2026

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

This OEM/Reseller License Agreement ("Agreement") is between Exponential OS, Inc.,
a Delaware corporation ("Licensor"), and the entity purchasing this license
("OEM Partner").

1. GRANT OF LICENSE

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

  (a) Embed, integrate, or bundle the Co-Dialectic software ("Software") within
      OEM Partner's own products or services ("OEM Products");
  (b) Distribute the Software as a component of OEM Products to OEM Partner's
      end customers;
  (c) Modify the Software as necessary for integration with OEM Products;
  (d) White-label or rebrand the Software within OEM Products, subject to
      attribution requirements in Section 4.

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

  - OEM Partner is NOT required to disclose source code of modifications or
    OEM Products under AGPL-3.0.
  - OEM Partner MAY distribute the Software to third parties as part of OEM Products
    (the Commercial License does not permit this; the OEM License does).
  - OEM Partner MAY sublicense use of the Software to end customers solely as
    embedded within OEM Products.

3. RESTRICTIONS

OEM Partner shall NOT:

  (a) Distribute the Software as a standalone product (i.e., separate from OEM Products);
  (b) Grant end customers access to the Software's source code unless required by
      applicable law;
  (c) Use the Software to build a product that competes directly with Licensor's own
      commercial offerings of the Software as a standalone product;
  (d) Transfer this license without Licensor's prior written consent;
  (e) Misrepresent the origin of the Software or remove Licensor's copyright notices
      from source files (white-labeling of the user-facing interface is permitted;
      source-file attribution is not removable).

4. ATTRIBUTION

OEM Products incorporating the Software shall include the following attribution in
a reasonably discoverable location (e.g., "About" page, documentation, or credits):

  "Powered by Co-Dialectic, an Exponential OS technology."

OEM Partner may request a waiver of this requirement for an additional fee.

5. INTELLECTUAL PROPERTY

Licensor retains all right, title, and interest in and to the Software. OEM Partner
retains ownership of OEM Products and original modifications. End customers receive
no direct license from Licensor — their rights flow through OEM Partner's own license
terms for OEM Products.

6. FEES AND PAYMENT

License fees are as set forth in the applicable OEM Agreement or Order Form. Fees
may include a base license fee plus per-unit or revenue-share components as negotiated.
All fees are non-refundable.

7. SUPPORT AND UPDATES

Licensor shall provide OEM Partner with access to Software updates and bug fixes for
the duration of the license term. Priority support terms, SLAs, and escalation paths
are as specified in the applicable OEM Agreement.

8. TERM AND TERMINATION

This license is effective upon execution and continues for the period specified in
the OEM Agreement. Either party may terminate for material breach with 30 days'
written notice and opportunity to cure. Upon termination:

  (a) OEM Partner shall cease embedding the Software in new OEM Products;
  (b) Existing deployed OEM Products may continue to operate for a wind-down period
      of 12 months (or as negotiated);
  (c) OEM Partner shall destroy all copies of the Software not embedded in deployed
      OEM Products.

9. WARRANTY DISCLAIMER

THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED.

10. LIMITATION OF LIABILITY

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

11. GOVERNING LAW

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

12. CONTACT

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

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Exponential OS, Inc.
Delaware C-Corp
