Software Licence

This is the licence for the Sois core agent platform ("Sois Core"). Sois Core is a general-purpose artificial intelligence agent platform designed for commercial use across multiple industries, territories and vertical applications, including but not limited to enterprise workflow, automation, logistics, automotive, communications and related domains. This licence documents the ownership of Sois Core and establishes the rights under which Sois Core may be used by affiliated companies, operating companies and vertical implementations.

1. Ownership of Sois Core

All rights, title and interest in Sois Core are owned by Sois AI, Inc., a Delaware corporation, United States of America. This includes, without limitation: source code, software architecture, agent architecture, orchestration systems, models and model integrations, frameworks, APIs, libraries, base configuration, prompts and agent definitions, workflows, platform components, technical documentation, development tooling, underlying platform functionality, and modifications, improvements and derivative versions of Sois Core. Sois AI, Inc. is the principal owner and commercialisation entity for the Sois Core platform. No use, copying, deployment, branching, forking or incorporation of Sois Core into another product transfers ownership of Sois Core.

2. Global platform rights

Sois AI, Inc. retains the unrestricted worldwide right to develop, modify, improve, commercialise, deploy and license Sois Core; to create new products using Sois Core; to create and license industry-specific and territory-specific implementations; to appoint distributors, licensees and commercial partners; and to assign or transfer Sois Core or any associated rights. Unless expressly agreed otherwise in writing, no licence granted by Sois AI, Inc. constitutes an assignment of the underlying Sois Core intellectual property.

3. Affiliated company licences

Sois AI, Inc. may license Sois Core to affiliated or commonly controlled companies, including without limitation Sois AI Ltd (United Kingdom) and other companies authorised by Sois AI, Inc. An affiliated company may use Sois Core for the territories, products, customers, industries or purposes specified in its applicable licence agreement. Use by an affiliated company does not transfer ownership of Sois Core to that company.

4. Vertical implementations

Sois Core may be used as the underlying technology platform for industry-specific products ("Vertical Implementations"). A Vertical Implementation may contain Sois Core, together with functionality, integrations, workflows, datasets, interfaces or other intellectual property created specifically for that vertical ("Vertical Extensions"). Unless otherwise agreed in writing, Sois Core remains the exclusive property of Sois AI, Inc. A Vertical Implementation owner may own its genuinely independent Vertical Extensions. Ownership of a Vertical Extension does not confer ownership of Sois Core.

5. Derivative works and core improvements

Any modification, adaptation, optimisation, extension or derivative of Sois Core that relates to the general-purpose platform remains part of Sois Core and is owned by Sois AI, Inc., subject to any separate written agreement. Functionality created exclusively for a particular Vertical Implementation may be designated as a Vertical Extension and owned by the applicable vertical entity. The distinction between a Core improvement and a Vertical Extension will be determined by its purpose and applicability; functionality capable of general application across multiple industries, customers or implementations will ordinarily constitute part of Sois Core.

6. Repositories and code copies

Sois Core may exist in multiple repositories, branches, deployments, environments or copies. The creation of a repository, clone, fork, branch, deployment, container, build, implementation or derivative repository does not create separate ownership of the underlying Sois Core intellectual property. Ownership is determined by the applicable intellectual-property agreements and this licence, not by the physical or electronic location of a copy of the source code.

7. Licensing to operating companies

Sois AI, Inc. may grant licences to operating companies to use Sois Core in their businesses. Licences may be structured according to territory, industry, customer segment, product, revenue, transaction volume, usage, user numbers, exclusivity, duration or other commercially agreed terms. Licence fees, royalties and other commercial consideration will be determined separately under the applicable licence agreement.

8. United Kingdom operations

Sois AI Ltd and other United Kingdom operating companies may be granted rights to use Sois Core under separate commercial licence agreements with Sois AI, Inc. Such licences may permit the UK entities to develop and own defined Vertical Extensions while preserving Sois AI, Inc.'s ownership of the underlying Sois Core platform. Nothing in such arrangements transfers ownership of Sois Core unless expressly provided by a separate written assignment executed by Sois AI, Inc.

9. Intellectual property created after this version

Unless otherwise agreed in writing, intellectual property developed specifically for Sois Core by or for Sois AI, Inc. will belong to Sois AI, Inc. Developers, contractors, consultants and other contributors should be subject to appropriate intellectual-property assignment terms where required. Intellectual property created specifically for a licensed Vertical Implementation may belong to the applicable vertical entity where expressly designated as a Vertical Extension.

10. Trademarks and brand

The Sois name, Sois brand and associated trademarks, logos, product names and brand assets are separate intellectual-property rights from the software copyright comprising Sois Core. Ownership and licensing of trademarks will be determined by the applicable trademark registrations and agreements. No licence to use Sois Core automatically grants ownership of any Sois trademark or brand.

11. Change of control

A merger, acquisition, investment, financing, sale or change of control involving a licensee or Vertical Implementation does not transfer ownership of Sois Core. Any continuing rights to use Sois Core following a change of control will be governed by the applicable licence agreement. Sois AI, Inc. retains ownership of Sois Core unless Sois AI, Inc. itself expressly assigns that ownership in writing.

12. Commercial intent

This licence reflects the intended platform structure: Sois AI, Inc. is the global Sois platform and IP company and owns Sois Core; affiliated and operating companies may license Sois Core; vertical companies may own genuinely vertical-specific extensions; repositories and code copies do not determine IP ownership; Sois Core can be commercialised across multiple industries and territories; and ownership of Sois Core remains separate from ownership of individual operating businesses.

13. Prior versions

This Version 2.0 supersedes previous licence statements concerning the ownership and licensing structure of Sois Core from its effective date. Any transfer or assignment of intellectual property required to implement the ownership structure described in this licence has been or will be documented separately where required by applicable law.

14. Governing law

Unless otherwise provided in an applicable written agreement, matters concerning licences granted to UK entities are governed by the laws of England and Wales. Ownership, assignment and licensing arrangements involving Sois AI, Inc. may additionally be subject to applicable United States law and the terms of the relevant agreement.