# SoAI OS Source-Available License 1.0

SPDX-License-Identifier: `LicenseRef-SoAI-OS-1.0`

Document ID: `soai_os_license`

Version 1.0 — effective 22 August 2026

Copyright © 2024–2026 Roberto Martini. All rights reserved except as expressly
granted by this License.

## 1. Scope and definitions

**Licensor** means Roberto Martini, an individual in Italy.

**SoAI OS Materials** and **Licensed Work** mean only the first-party source,
scripts, configuration, assets, appliance tooling, and documentation inside
`soai_os/**` that identify this License as governing them. SoAI Core outside that
directory is a separate product governed by `LICENSE.md`.

SoAI OS is delivered as runnable source, scripts, configuration, assets, and
required executable dependencies within its installation or appliance image.
Calling an ISO an artifact or appliance image does not imply that first-party
SoAI OS source is compiled or withheld.

**Personal Use** means private use by one named natural person and excludes an
employer task, client work, a trade, business, craft, profession, organization
production, hosted service, managed service, or other organization use.

## 2. Personal purchase grant

No personal right arises from this License alone. After the named natural person
pays the one-time USD 99 price, accepts the exact
`PERSONAL-PURCHASE-TERMS.md` and this License, and receives a matching valid
credential, the Licensor grants that person a worldwide, non-exclusive, non-
transferable, perpetual right to inspect, run, copy as reasonably necessary,
and privately modify SoAI OS for Personal Use on up to three active SoAI OS
deployments at one time.

Household members and private household guests may use those installations but
receive no transferable grant or separate capacity. The purchase includes every
update generally released for the same SoAI OS product without another software-
license charge, subject to the purchase terms and mandatory law.

## 3. Organization evaluation

There is no general free or separately downloadable SoAI OS evaluation. A named
personal purchaser may convert one active purchased personal deployment in place
into one identified organization's 30-day SoAI OS evaluation under
`ORGANIZATION-EVALUATION-TERMS.md`.

The converted deployment stops consuming a personal slot while the evaluation is
active. It may return to personal use only after company use ends, company-
controlled data and configuration are handled lawfully, the required attestations
are made, and one personal slot is atomically available. The personal purchase
remains the purchaser's throughout.

## 4. Commercial use

All organization use outside that valid evaluation requires a matching active
commercial grant. `COMMERCIAL-LICENSE.md` governs standard annual Core, SoAI OS,
and Core + OS offers. A separately signed private agreement may grant broader
perpetual, OEM, product, redistribution, sublicensing, white-label, capacity, or
other rights.

SoAI OS Commercial covers OS deployments and the Core components operating inside
them, but no separate Core-only deployment. Core + OS covers both forms within one
shared allowance. A commercial conversion may keep the same deployment identity,
configuration, and data; failed conversion leaves the prior personal or evaluation
entitlement valid.

## 5. Restrictions

Except where a signed commercial agreement expressly grants the right, You must
not:

1. distribute SoAI OS source or binaries, installers, appliance images, or
   substantially complete forks;
2. transfer an independently operated installation to another person or customer;
3. sublicense, resell, provide OEM delivery, embed SoAI OS in a downloadable or
   on-premises third-party product, or white-label it;
4. remove or obscure copyright, license, attribution, legal, third-party, or SoAI
   branding notices;
5. represent a modified version as official or endorsed;
6. bypass, falsify, attack, or interfere with licensing, entitlement, deployment
   capacity, attribution, or notice mechanisms; or
7. cause or assist another person to exceed their grant.

Private modifications remain usable only within the applicable personal,
evaluation, or commercial scope. Public source access is not a redistribution
grant.

You must comply with the export control and economic sanctions law that applies to
You, including European Union and Italian restrictive measures. You must not use,
receive, export, re-export, or make SoAI OS available in or to a territory,
government, entity, or person covered by such a measure, and You confirm that You
are not such a person and are not acting on behalf of one. The Licensor may refuse,
suspend, or terminate an entitlement where continuing would breach such a measure.
This obligation survives termination.

## 6. Deployments, offline operation, and expiry

A deployment is one independently managed SoAI OS control plane with one licensing
identity. High-availability replicas count as one only when they share
configuration and entitlement and cannot operate independently. A separately
usable control plane is another deployment. Powered-off backups do not consume a
personal slot. A replacement may take the slot after the prior deployment stops.

A valid personal deployment requires no recurring online check and continues
through a temporary soai.to or licensing-service outage. A valid commercial
deployment operates offline through its written term. Evaluation or commercial
expiry restricts SoAI application functionality but never locks Debian or user
data; licensing, status, logs, backup/export, recovery, data access, and limited
safe repair remain available.

If personal activation and recovery services are permanently discontinued,
legitimate purchasers will receive a production-trust-authorized permanent offline
recovery or equivalent method that preserves the three-slot allowance. No
temporary outage triggers that ceremony and no universal bypass or master key is
part of the product.

## 7. Updates

Personal purchasers may download and use every update generally released under the
same SoAI OS product identity without another software-license fee. This promises
no particular feature, version, schedule, support period, or indefinite product
development and does not automatically cover a genuinely separate successor
product. A rename may not be used merely to evade the update grant. Mandatory
consumer conformity, remedy, and necessary-update rights remain unaffected.

Commercial update eligibility is limited to the purchased scope and active term.
The updater accepts only official signed numbered releases and retains the last
valid installation if download, validation, staging, or installation fails.

## 8. Data, outputs, and third-party materials

You own Your inputs, data, configurations, independent code, and outputs to the
extent provided by law and third-party terms. The Licensor acquires no ownership
merely because material passes through SoAI. You are responsible for security,
backups, providers, models, plugins, validation of outputs, and lawful use.

This License governs only first-party SoAI OS Materials the Licensor owns or may
license. SoAI Core and all third-party dependencies, operating-system packages,
models, providers, and plugins remain under their respective terms.

## 9. Ownership, marks, and patents

The Licensed Work is licensed, not sold. The Licensor retains every right not
expressly granted. The SoAI name, logos, and product identity are reserved.
Truthful nominative references are permitted without implying endorsement.

For the scope and duration of a valid grant, the Licensor grants a limited,
worldwide, non-exclusive patent license under patent claims the Licensor controls
that are necessarily infringed by authorized use of the applicable unmodified
SoAI OS Materials or permitted modifications. This does not assert a patent
exists, warrant non-infringement, or grant third-party patent rights. The patent
grant terminates if You initiate a patent claim alleging SoAI infringes Your
patent rights, except where mandatory law requires otherwise.

SoAI OS has no automatic MIT conversion or Change Date. The Licensor may
separately release selected first-party material under another license, without
changing rights already granted or relicensing third-party material.

## 10. Termination

Rights terminate for material breach. For a curable, non-willful breach, rights
are reinstated if fully cured within 30 days after written notice. Deliberate
piracy, sublicensing, unlawful redistribution, fraud, or incurable breach may
terminate immediately. Accrued obligations and ownership, restrictions,
disclaimers, liability limits, and enforcement terms survive.

## 11. Warranty and liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SOAI OS IS PROVIDED “AS IS” AND “AS
AVAILABLE,” WITHOUT WARRANTIES OF MERCHANTABILITY, FITNESS, TITLE,
NON-INFRINGEMENT, ACCURACY, SECURITY, AVAILABILITY, OR RESULTS, EXCEPT EXPRESS
PAID OBLIGATIONS AND NON-WAIVABLE RIGHTS.

The Licensor is not liable for indirect, incidental, special, consequential,
exemplary, or punitive damages, or lost profits, revenue, data, goodwill, or
business interruption, where lawful. Aggregate ordinary liability is limited to
fees paid for the affected license during the preceding 12 months. These limits
do not apply to fraud, intentional wrongdoing, gross negligence, mandatory
product obligations, or liability that law does not permit the parties to limit.

## 12. Law, assignment, and precedence

Italian law governs. This choice does not deprive a consumer of protection provided
by rules that cannot be excluded by agreement under the law that would apply
without this choice, including mandatory rules of the consumer's habitual
residence. The competent courts at the Licensor's Italian domicile have
jurisdiction only where mandatory consumer or other law does not provide a
different forum. Mandatory law prevails. An unenforceable provision is enforced to
the maximum lawful extent and the remainder continues.

A personal grant is not transferable. A business customer may assign its
agreement in a qualifying merger, acquisition, reorganization, or sale of
substantially all relevant assets if the successor accepts it and the customer is
not in material breach. Other assignment requires written consent.

A notice under this License must be in writing, in English or Italian. A notice to
the Licensor is effective when delivered to the licensing contact published at
`https://soai.to/legal-notices/`, or to any other address the Licensor later
designates there or in writing. A notice to You is effective when delivered to the
contact recorded in Your entitlement, order, or acceptance record. A notice sent by
email is treated as received on the next business day at the recipient's location
unless it is returned undelivered.

The Licensor may publish a later numbered version of this License. A later version
governs only the SoAI OS Materials distributed under it, and cannot retroactively
reduce or revoke a right You already received. Where an entitlement recorded a
document fingerprint, that exact recorded version governs that grant.

An accepted signed order controls its deal-specific terms;
`COMMERCIAL-LICENSE.md` controls commercial use;
`PERSONAL-PURCHASE-TERMS.md` controls the paid personal grant;
`ORGANIZATION-EVALUATION-TERMS.md` controls evaluation; this License otherwise
controls only SoAI OS Materials; and `LICENSE.md` controls SoAI Core files.
