Software Licence Terms (EULA)

Idionic Pty Ltd (ABN 14 699 014 045) trading as Premya

Registered office: 79 St Georges Terrace, Perth WA 6000 · hello@idionic.com

Version 1.0 · Effective 22 June 2026

1. About this licence

1.1 These Software Licence Terms (Licence) govern the Customer's use of the Premya Platform software (Software) supplied by Idionic Pty Ltd (ABN 14 699 014 045) (Idionic) with the Premya Appliance.

1.2 This Licence forms part of the Agreement and must be read with the Premya Master Terms and Conditions of Supply (Master Terms), the Order Form, the Acceptable Use Policy and the AI Use Disclaimer. Capitalised terms not defined here have the meaning given in the Master Terms.

1.3 By installing, accessing or using the Software, the Customer accepts this Licence. If the Customer does not accept it, it must not use the Software.

2. Grant of licence

2.1 Subject to the Customer's compliance with the Agreement (including payment of the Retainer), Idionic grants the Customer a non-exclusive, non-transferable, non-sublicensable, revocable licence to:

(a) install and run the Software on the Appliance supplied by Idionic; and

(b) permit its authorised Users to access and use the Software,

for the Customer's internal business purposes only, within the Tier limits and User numbers stated in the Order Form, for so long as the Agreement is on foot and the Retainer is paid.

2.2 The licence is personal to the Customer. It does not permit use by, or for the benefit of, any other entity, including related bodies corporate, unless expressly stated in the Order Form.

2.3 The Software is licensed, not sold. All Intellectual Property Rights in the Software remain with Idionic. The Customer acquires no ownership of the Software, and the sale of the Appliance hardware does not transfer any rights in the Software.

3. Licence restrictions

3.1 The Customer must not, and must not permit or assist any person to:

(a) copy, reproduce, republish or distribute the Software except as expressly permitted;

(b) sell, rent, lease, lend, sublicense, assign, host for third parties, or otherwise make the Software available to any person other than its authorised Users;

(c) reverse engineer, decompile, disassemble, or otherwise attempt to derive or extract the source code, object code or underlying structure, ideas or algorithms of the Software, except to the extent this restriction cannot lawfully be excluded (and then only after giving Idionic notice and an opportunity to provide the necessary information);

(d) modify, adapt, translate or create derivative works of the Software;

(e) remove, obscure or alter any proprietary notices, marks or labels;

(f) circumvent, disable or interfere with any licence-control, security or access-control feature;

(g) use the Software to build, train or improve a competing product or service, or for any benchmarking that is published without Idionic's consent; or

(h) use the Software other than in accordance with the Agreement, the Acceptable Use Policy and applicable law.

3.2 The Customer is responsible for all use of the Software by its Users and by anyone using the Customer's accounts or Appliance, and for ensuring its Users comply with the Agreement.

4. Licence control, term and suspension

4.1 The Software is enabled by a licence key and the active Managed Services. The licence is valid only for the term of the Agreement and only while the Retainer is paid.

4.2 Idionic may, in accordance with the Master Terms, suspend or deactivate the licence (including remotely) where: (a) the Retainer or other fees are not paid (Master Terms clause 8.5); (b) the Customer materially breaches the Agreement; or (c) on termination or expiry of the Agreement.

4.3 On suspension or termination, the Customer must stop using the Software, and the Premya functionality on the Appliance may cease to operate. The Customer retains ownership of the Appliance hardware (where title has passed) but not of the Software.

5. Updates, models and components

5.1 Idionic may provide updates, patches, new versions or configuration changes to the Software as part of the Managed Services. Updates form part of the Software and are subject to this Licence.

5.2 Open-Weight Models (such as Llama, Qwen, Gemma, DeepSeek) made available on the Appliance are third-party materials, are not owned by Idionic, and are licensed under their own respective open-source/open-weight licences. Idionic gives no warranty, condition or indemnity in respect of the Open-Weight Models. The Customer is responsible for complying with the applicable model licences for its use.

5.3 The Software may include other third-party or open-source components, each subject to its own licence. Where those licences require, their terms prevail over this Licence to the extent of any inconsistency for that component only.

6. Customer Data and outputs

6.1 As between the parties, the Customer owns the Customer Data and the Output it generates, subject to the rights of third parties in any underlying material. Idionic claims no ownership of Customer Data or Output.

6.2 The Customer is responsible for the Customer Data, including its lawfulness, accuracy and the Customer's right to input and use it, and for verifying any Output before relying on it (see the AI Use Disclaimer and Master Terms clause 11.3).

7. Warranties and liability

7.1 The Software is provided subject to the warranties, disclaimers, Australian Consumer Law provisions and limitations of liability set out in the Master Terms (clauses 11 and 12), which apply to this Licence. To the maximum extent permitted by law and subject to Non-Excludable Rights, the Software is provided "as is".

7.2 Idionic does not warrant that the Software will be uninterrupted, error-free, or that Output will be accurate, complete or fit for any particular purpose.

8. General

8.1 This Licence is governed by the laws of Western Australia and is subject to the dispute-resolution and general provisions of the Master Terms.

8.2 If there is any inconsistency between this Licence and the Master Terms, the order of precedence in the Master Terms applies.

Premya — an Idionic company. Idionic Pty Ltd ABN 14 699 014 045, 79 St Georges Terrace, Perth WA 6000.