OWLY PROPRIETARY SOFTWARE LICENCE
=================================

Copyright (c) 2026 Company31 Pty Ltd. All rights reserved.

Version 1.0, effective 30 August 2026.

IMPORTANT — READ CAREFULLY. This is a proprietary licence. It is not an open
source licence. It does not grant permission to use, copy, modify or distribute
the Software. If You do not accept every term of this Licence, You must not
access, retain or use the Software.


1. DEFINITIONS
--------------

1.1  "Licensor" means Company31 Pty Ltd (ACN 698 697 166), a
     proprietary company incorporated in Australia, and its successors and
     assigns.

1.2  "Software" means the Owly application in any form, including without
     limitation its source code, object code, executable binaries, build
     scripts, configuration, databases, schemas, interfaces, designs, icons,
     artwork, text, documentation, research materials and any other files
     contained in or distributed with the Owly repository, together with all
     updates, modifications, enhancements and derivative works of any of them.

1.3  "You" and "Your" mean the individual or legal entity that accesses,
     receives, retains or uses the Software, and any entity that controls, is
     controlled by, or is under common control with that entity.

1.4  "Authorised Party" means (a) the Licensor; (b) any parent, subsidiary or
     affiliate of the Licensor; and (c) any director, officer, employee,
     contractor, consultant or agent of any of the foregoing, in each case
     acting within the scope of their engagement by or on behalf of the
     Licensor.

1.5  "Commercial Purpose" means any use directed toward or resulting in
     commercial advantage, monetary compensation or other consideration,
     whether direct or indirect, including without limitation use in or in
     support of a product or service offered to third parties, internal use in
     the operation of a business, consulting, training, benchmarking published
     externally, or use by or for the benefit of any competitor of the
     Licensor.

1.6  "Machine Learning Use" means using the Software, in whole or in part, as
     input to, or as training, fine-tuning, evaluation, retrieval, grounding or
     validation data for, any machine learning model, artificial intelligence
     system, language model, code-generation system, embedding index or
     comparable automated system.


2. OWNERSHIP AND RESERVATION OF RIGHTS
--------------------------------------

2.1  The Software is licensed, not sold. No title to or ownership of the
     Software is transferred by this Licence.

2.2  The Licensor retains all right, title and interest in and to the Software,
     including all copyright, patent, trade mark, trade secret, database and
     other intellectual property rights, in every jurisdiction.

2.3  ALL RIGHTS NOT EXPRESSLY GRANTED IN SECTION 3 ARE RESERVED TO THE
     LICENSOR. No rights are granted by implication, estoppel, exhaustion or
     otherwise.


3. LIMITED GRANT
----------------

3.1  Subject to Your continuous compliance with this Licence, and solely to the
     extent the Licensor has affirmatively granted You access to the Software,
     the Licensor grants You a personal, non-exclusive, non-transferable,
     non-sublicensable, revocable, royalty-free right to view and read the
     Software for the sole purpose of internal evaluation and review.

3.2  The grant in Section 3.1 does not include any right to execute, deploy,
     reproduce, modify or distribute the Software, and confers no licence under
     any patent of the Licensor.

3.3  Possession of a copy of the Software, by any means, does not constitute a
     grant of rights under this Licence.


4. RESTRICTIONS
---------------

Except as expressly permitted by Section 5, You must not, and must not permit
or enable any third party to:

(a)  reproduce, copy, duplicate, fork, clone, mirror, archive, publish, post,
     upload, transmit, disclose, distribute or otherwise make the Software
     available to any third party, in whole or in part, in any medium;

(b)  use the Software for any Commercial Purpose;

(c)  use the Software in production, or to create, operate or support any
     product, service, application or system;

(d)  modify, adapt, alter, translate, port or create derivative works based on
     the Software;

(e)  sublicense, sell, resell, rent, lease, lend, assign, transfer, pledge or
     otherwise grant any rights in the Software;

(f)  reverse engineer, decompile, disassemble or otherwise attempt to derive
     the source code, structure, algorithms, techniques or ideas embodied in
     any binary form of the Software, except and only to the extent that this
     restriction is expressly prohibited by applicable law that cannot be
     excluded by agreement, and then only after providing the Licensor with
     prior written notice and a reasonable opportunity to supply the required
     information;

(g)  subject the Software to any Machine Learning Use;

(h)  remove, obscure, alter or falsify any copyright, trade mark, proprietary
     or attribution notice contained in or displayed by the Software;

(i)  use "Owly", "Company31", "Company31 Pty Ltd", or any Licensor name,
     logo or trade mark, whether
     registered or unregistered, or any confusingly similar mark, for any
     purpose;

(j)  circumvent, disable or interfere with any licensing, security, access
     control or technical protection measure; or

(k)  use the Software in violation of any applicable law, regulation or
     third-party right.


5. AUTHORISED PARTY EXCEPTION
-----------------------------

5.1  Nothing in this Licence restricts any Authorised Party. Each Authorised
     Party may, without limitation and without further permission, use, execute,
     reproduce, modify, create derivative works of, publish, distribute,
     sublicense, sell, commercialise and otherwise exploit the Software for any
     purpose, including any Commercial Purpose, in any jurisdiction and by any
     means.

5.2  For the avoidance of doubt, the Licensor may distribute the Software, or
     any part of it, under different terms, including commercial terms, to any
     party at its sole discretion, without affecting this Licence.

5.3  Any additional right beyond Section 3 must be granted by the Licensor in a
     written agreement signed by an authorised representative of the Licensor.
     No course of dealing, silence, inaction or provision of access constitutes
     such a grant.


6. CONTRIBUTIONS
----------------

6.1  If You submit any code, documentation, feedback, suggestion, bug report or
     other material to the Licensor in connection with the Software (a
     "Contribution"), You hereby assign to the Licensor all right, title and
     interest in and to that Contribution, including all intellectual property
     rights, to the fullest extent permitted by law.

6.2  To the extent any right in a Contribution cannot be assigned, You grant
     the Licensor a perpetual, irrevocable, worldwide, royalty-free,
     transferable, sublicensable licence to use, reproduce, modify, distribute
     and commercialise that Contribution without restriction or obligation.

6.3  You waive, and agree not to assert, any moral rights in any Contribution
     to the fullest extent permitted by law.

6.4  You represent that each Contribution is Your original work and that You
     have the right to make the assignment and grant in this Section 6.


7. CONFIDENTIALITY
------------------

7.1  The Software constitutes confidential information and a trade secret of
     the Licensor.

7.2  You must protect the Software with no less than a reasonable degree of
     care, must not disclose it to any third party, and must restrict access to
     those of Your personnel who have a demonstrable need to know for the
     purpose in Section 3.1 and who are bound by obligations no less protective
     than this Section 7.

7.3  This Section 7 survives termination of this Licence indefinitely, or until
     the Software lawfully enters the public domain through no act or omission
     of Yours.


8. THIRD-PARTY AND SYSTEM COMPONENTS
------------------------------------

8.1  The Software is built against and may interoperate with operating system
     frameworks, services and application programming interfaces supplied by
     Apple Inc. and other third parties. Those components are governed by their
     own terms and are not licensed to You by the Licensor.

8.2  The Software can be configured to communicate with third-party services,
     including artificial intelligence providers, using credentials supplied by
     the user. The Licensor is not a party to Your relationship with any such
     provider, does not control those services, and is not responsible for
     their availability, output, charges or terms. You are solely responsible
     for all fees, compliance obligations and consequences arising from Your
     use of any such service.


9. NO WARRANTY
--------------

9.1  THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS AND
     WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE
     LICENSOR DISCLAIMS ALL WARRANTIES, CONDITIONS, GUARANTEES AND
     REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE,
     INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY,
     FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, OR
     UNINTERRUPTED OR ERROR-FREE OPERATION.

9.2  Without limiting Section 9.1, the Licensor does not warrant that the
     Software will preserve, protect, synchronise or recover any data. You are
     solely responsible for maintaining independent backups of any data used
     with the Software.

9.3  Nothing in this Licence excludes, restricts or modifies any guarantee,
     right or remedy that cannot lawfully be excluded, including under the
     Australian Consumer Law. Where liability for breach of such a guarantee
     can be limited, the Licensor's liability is limited, at the Licensor's
     option, to resupplying the Software or paying the cost of resupply.


10. LIMITATION OF LIABILITY
---------------------------

10.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE LICENSOR WILL NOT BE LIABLE
     FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR
     PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFIT, REVENUE, GOODWILL,
     OPPORTUNITY, ANTICIPATED SAVINGS, DATA OR DATA USE, HOWEVER ARISING AND
     WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE OR OTHERWISE,
     EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE LICENSOR'S TOTAL AGGREGATE
     LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS LICENCE OR THE
     SOFTWARE WILL NOT EXCEED ONE HUNDRED AUSTRALIAN DOLLARS (AUD $100).

10.3 The limitations in this Section 10 apply notwithstanding the failure of
     the essential purpose of any limited remedy.


11. INDEMNITY
-------------

You will indemnify, defend and hold harmless the Licensor and each Authorised
Party against all claims, liabilities, damages, losses and expenses (including
reasonable legal costs) arising out of or in connection with Your breach of this
Licence or Your use of the Software.


12. TERM AND TERMINATION
------------------------

12.1 This Licence takes effect when You first access the Software and continues
     until terminated.

12.2 This Licence terminates automatically and immediately, without notice, on
     any breach by You of any term.

12.3 The Licensor may terminate this Licence at any time, for any reason or no
     reason, on notice.

12.4 On termination You must immediately cease all use of the Software and
     permanently destroy all copies of it in Your possession or control,
     including copies held on backup, version control or cloud storage systems,
     and certify that destruction in writing on request.

12.5 Sections 2, 4, 6, 7, 9, 10, 11, 12.4, 13 and 14 survive termination.


13. GOVERNING LAW AND JURISDICTION
----------------------------------

13.1 This Licence is governed by the laws of Australia and, to the extent
     applicable, the laws of the State or Territory in which the Licensor has
     its principal place of business, without regard to conflict of laws rules.

13.2 You submit to the exclusive jurisdiction of the courts of that State or
     Territory and the courts competent to hear appeals from them.

13.3 The United Nations Convention on Contracts for the International Sale of
     Goods does not apply.


14. GENERAL
-----------

14.1 Entire agreement. This Licence is the entire agreement between the parties
     concerning the Software and supersedes all prior understandings.

14.2 Severability. If any provision is held unenforceable, it is to be read
     down to the minimum extent necessary, or severed, and the remaining
     provisions continue in full force.

14.3 No waiver. A failure or delay in exercising a right is not a waiver of it.

14.4 Assignment. You must not assign or novate this Licence without the
     Licensor's prior written consent. The Licensor may assign freely.

14.5 Equitable relief. You acknowledge that a breach of Section 4 or 7 would
     cause irreparable harm for which damages are an inadequate remedy, and
     that the Licensor is entitled to seek injunctive relief without proving
     damage and without the need to provide an undertaking as to damages.

14.6 Notices to the Licensor must be sent to the contact address below.


CONTACT
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Company31 Pty Ltd
ACN 698 697 166
legal@company31.com

For permission beyond the scope of this Licence, contact the Licensor in
writing. Absent a signed written agreement, no additional rights are granted.
