Transpara Master Software License Agreement

Version 2026.1 — Effective May 21, 2026

This Master Software License Agreement (this "Agreement" or "MSA") is entered into between the Transpara entity identified in the applicable Order Form ("Transpara") and the customer identified in the applicable Order Form ("Customer"). This MSA governs Customer's licensing and use of Transpara's software products and services. By executing an Order Form that references this MSA, by clicking to accept this MSA where presented electronically, or by installing or using any Transpara Software, Customer agrees to be bound by this MSA.

Transpara contracts through two affiliated entities:

(a) Transpara LLC, an Arizona limited liability company with offices at 15900 N 78th Street, Suite 100, Scottsdale, AZ 85260, USA, which is the contracting entity for Customers located in the United States; and

(b) Transpara International LLC, an Arizona limited liability company with offices at 15900 N 78th Street, Suite 100, Scottsdale, AZ 85260, USA, which is the contracting entity for Customers located outside the United States.

The Order Form will identify which Transpara entity is the contracting party for the applicable transaction. References to "Transpara" in this MSA mean whichever of the two entities is named in the applicable Order Form.

1. Definitions

Capitalized terms used in this Agreement have the meanings set forth below or in the Section in which they are first defined. Additional capitalized terms may be defined in any Product Schedule, Addendum, or Order Form, in which case they have the meaning given there for purposes of that document.

"Affiliate" means, with respect to any party, any entity that directly or indirectly controls, is controlled by, or is under common control with such party. "Control" means ownership of more than fifty percent (50%) of the voting interests of an entity.

"Agreement" means this MSA together with each Order Form, Product Schedule, Addendum (including any AI Addendum), Acceptable Use Policy, and Data Processing Addendum entered into between the parties and incorporated by reference. The Agreement is the entire agreement between the parties for the subject matter.

"Authorized User" means an individual employee, contractor, or agent of Customer or its Affiliates who is authorized by Customer to access and use the Software under the terms of this Agreement.

"Confidential Information" has the meaning given in Section 11.1.

"Customer Data" means data, content, information, or materials, in any form, that Customer or its Authorized Users input into, upload to, generate within, or otherwise make available to the Software. Customer Data includes Customer's industrial process data, configuration data, dashboards, custom content (including any Layer 2 Customer Knowledge defined in the Transpara Platform Product Schedule), and any outputs the Software generates from that data when used in Customer's environment.

"Customer Environment" means the on-premise infrastructure, cloud tenant, hosted environment, or other computing infrastructure that is owned, leased, controlled, or operated by Customer or its third-party providers, in which the Software is installed and operated. Transpara does not host or operate the Customer Environment.

"Documentation" means the user manuals, technical documentation, deployment guides, and other written materials Transpara makes generally available for the Software, as updated by Transpara from time to time.

"Effective Date" means the date specified as the Effective Date in the applicable Order Form, or if no date is specified, the date on which the last party signs the Order Form.

"Initial Term" means the period specified in the Order Form during which the license to the applicable Software is initially granted, beginning on the Effective Date.

"Intellectual Property Rights" means all patent rights, copyrights, trademark rights, trade secret rights, mask work rights, moral rights, rights of publicity, authors' rights, contract and licensing rights, goodwill, and all other intellectual and industrial property rights as may exist now or hereafter come into existence, and all renewals and extensions thereof, regardless of whether such rights arise under the laws of any state, country, territory, or other jurisdiction.

"Order Form" or

"Order" means an order document executed by the parties (or, if Customer is purchasing through an authorized reseller, by the reseller acting on Customer's behalf) that references this MSA and identifies the Software licensed, license type, license quantity, fees, term, and other deal-specific terms. An Order Form may take the form of a Transpara-issued quote, a customer purchase order accepted in writing by Transpara, or a separate order form.

"Product Schedule" means a written document published by Transpara or included with an Order Form that sets forth product-specific terms applicable to a particular Software product. Each Product Schedule is incorporated by reference into the Order Form that references it. The Visual KPI Product Schedule and the Transpara Platform Product Schedule are examples.

"Renewal Term" means each successive one-year period following the Initial Term during which the license to the applicable Software is renewed pursuant to Section 9.2.

"Software" or

"Transpara Software" means the software products, including all components, modules, connectors, interfaces, Documentation, and Updates, that are identified in the applicable Order Form and Product Schedule. The Software currently consists of Visual KPI and the Transpara Platform, each as further described in the applicable Product Schedule, together with any future products Transpara may make available under this MSA.

"Support Services" means the maintenance, support, and Update services described in Section 7 and further detailed in the applicable Product Schedule.

"Term" means the Initial Term together with any Renewal Terms.

"Third-Party Components" means any third-party software, code, data, services, or other materials that are incorporated into, distributed with, or interoperate with the Software, including any open-source components for which a bill of materials is published by Transpara.

"Transpara Platform" means the Transpara-branded Industrial AI platform product more fully described in the Transpara Platform Product Schedule.

"Updates" means error corrections, patches, bug fixes, and minor enhancements to the Software that Transpara makes generally available to its customers receiving Support Services. Updates do not include separately-priced new products, new modules, or major new versions.

"Visual KPI" means Transpara's Visual KPI product, including its Server, Designer, Remote Context Server, connectors, interfaces, and other components, as more fully described in the Visual KPI Product Schedule.

2. Orders, Schedules, and Order of Precedence

2.1 Orders.

Customer licenses Software by executing one or more Order Forms. Each Order Form, when executed by both parties (or by Customer through an authorized reseller and accepted by Transpara), is incorporated into and governed by this MSA. An Order Form is effective only when executed by an authorized signatory of each party (or accepted in writing by Transpara if submitted via purchase order).

2.2 Product Schedules.

Each Order Form will identify one or more Software products and the applicable Product Schedule(s). Each Product Schedule is automatically incorporated into the Order Form by reference. Customer is bound by the Product Schedule for any Software product Customer licenses, as in effect on the Effective Date of the applicable Order Form.

2.3 Order of Precedence.

In the event of a conflict among the documents constituting the Agreement, the following order of precedence applies, from highest to lowest:

(a) the Order Form;

(b) the AI Addendum (when applicable to the licensed Software, including the Transpara Platform);

(c) the applicable Product Schedule(s);

(d) the Data Processing Addendum (when applicable);

(e) the Acceptable Use Policy; and

(f) this MSA.

Notwithstanding the foregoing, the Limitation of Liability section in Section 14, the Indemnification section in Section 13, the Confidentiality section in Section 11, and the Governing Law and Venue provisions in Section 16 control over any conflicting provision in any other document constituting the Agreement, except to the extent the Order Form expressly states otherwise and is signed by both parties' authorized representatives with specific reference to the conflicting provision.

2.4 Affiliate Orders.

An Affiliate of Customer may issue an Order Form referencing this MSA. Each such Order Form will be a separate agreement between Transpara (or the applicable Transpara entity) and the Affiliate, will be governed by this MSA, and the Affiliate will be solely responsible for its obligations under that Order Form. The original Customer is not responsible for the obligations of any Affiliate that issues a separate Order Form unless Customer expressly guarantees those obligations in writing.

3. License Grant

3.1 General Grant.

Subject to Customer's compliance with this Agreement and payment of all fees due, Transpara grants Customer a non-exclusive, non-transferable, non-sublicensable, limited license during the Term to install, access, and use the Software, in object code form only, in the Customer Environment, solely for Customer's internal business operations and subject to the scope, license type, license quantity, and other limitations set forth in the applicable Order Form and Product Schedule.

3.2 License Types.

The specific type of license granted (including but not limited to Subscription License, Perpetual License, Object-Based License, Named User License, Concurrent User License, Enterprise License, or other model) will be specified in the Order Form and is more fully defined in the applicable Product Schedule.

3.3 Authorized Users; Affiliates.

Customer may permit its Authorized Users and the employees, contractors, and agents of Customer's Affiliates to access and use the Software solely for the benefit of Customer or its Affiliates, provided that (i) such use is at all times in accordance with this Agreement, (ii) Customer remains responsible for all acts and omissions of its Authorized Users and the Authorized Users of its Affiliates as if they were Customer's own acts, and (iii) the aggregate use does not exceed the scope of the license set forth in the Order Form.

3.4 Reservation of Rights.

All rights not expressly granted to Customer in this Agreement are reserved by Transpara, its licensors, and the owners of any Third-Party Components. No license or other right is granted by implication, estoppel, or otherwise. Customer acknowledges that the Software is licensed, not sold, regardless of the use of the word "purchase," "buy," or similar terms in any Order Form.

4. License Restrictions

Customer will not, and will not permit any Authorized User or third party to:

(a) copy, modify, translate, adapt, or create derivative works of the Software or Documentation, except for a reasonable number of backup or archival copies in object code form;

(b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, structure, or organization of the Software, except to the extent (and only to the extent) this restriction is prohibited by applicable law;

(c) rent, lease, lend, sell, assign, sublicense, distribute, publish, transfer, or otherwise make the Software available to any third party, except as expressly permitted by this Agreement;

(d) use the Software to provide services to any third party on a service bureau, time-sharing, application service provider, managed service, hosted service, or similar basis, except to the extent Customer is licensed under a Reseller, OEM, or similar agreement separately executed with Transpara;

(e) remove, alter, or obscure any proprietary notices, labels, or marks on the Software or Documentation;

(f) use the Software in a manner inconsistent with the Documentation, the applicable Product Schedule, the Acceptable Use Policy, or any Order Form;

(g) use the Software to develop, train, or improve any product or service that competes with the Software, or to benchmark the Software against any competing product, except with Transpara's prior written consent;

(h) circumvent or attempt to circumvent any technical limitation, license enforcement mechanism, authentication system, usage metering, or telemetry of the Software;

(i) use the Software in violation of any applicable law, regulation, third-party right, or this Agreement; or

(j) permit any of the foregoing.

5. Customer Responsibilities

5.1 Customer Environment.

Customer is solely responsible for procuring, deploying, maintaining, securing, monitoring, and backing up the Customer Environment, including all hardware, networks, operating systems, databases, virtualization, cloud services, and other infrastructure on or in which the Software is installed, operated, or accessed. Transpara has no obligation to provide infrastructure, hosting, networking, security, backup, disaster-recovery, or business-continuity services for the Customer Environment, except to the extent expressly set forth in a Product Schedule or Order Form.

5.2 Authorized Users.

Customer is responsible for all acts and omissions of its Authorized Users in connection with the Software, including any breach of this Agreement, as if such acts and omissions were Customer's own. Customer will require each Authorized User to comply with the terms of this Agreement that are applicable to such Authorized User. Customer is responsible for managing access credentials and revoking access for any Authorized User who is no longer authorized.

5.3 Customer Data.

Customer is solely responsible for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data. Customer is responsible for ensuring that the Customer Data and the use of the Software in the Customer Environment comply with all laws and regulations applicable to Customer, including (without limitation) data protection, privacy, and export laws. Transpara does not access, copy, store, or process Customer Data except as expressly permitted by this Agreement and any applicable Data Processing Addendum, and except as may incidentally occur when Transpara personnel provide Support Services that the Customer initiates or authorizes.

5.4 Security.

Customer is responsible for the physical and logical security of the Customer Environment and for all administrative, technical, and physical safeguards necessary to protect Customer Data in the Customer Environment. Transpara is responsible for the security of the Software as delivered, including following commercially reasonable secure-development practices, maintaining a software bill of materials for the Software, and providing timely security updates as part of Support Services.

5.5 Backups.

Customer is solely responsible for backing up the Customer Environment and Customer Data. Transpara has no obligation to maintain backups of Customer Data.

5.6 Third-Party Integrations.

Customer is solely responsible for any third-party software, services, models, APIs, or platforms that Customer integrates with the Software, including (without limitation) any artificial-intelligence or machine-learning model that Customer elects to use in connection with the Transpara Platform under the bring-your-own-model approach further described in the Transpara Platform Product Schedule and the AI Addendum. Transpara makes no representations or warranties regarding any third-party product or service Customer integrates with the Software. The terms governing Customer's use of any such third-party product or service are between Customer and the third-party provider.

6. Use Restrictions; Acceptable Use

6.1 Prohibited Uses.

Customer will not use, and will not permit any Authorized User or third party to use, the Software in connection with:

(a) the design, development, production, stockpiling, or use of nuclear, chemical, biological, radiological, or other weapons of mass destruction;

(b) any nuclear command, control, or safety system (including reactor protection systems);

(c) the operation, command, or control of aviation, aerospace, space, maritime, rail, or other transportation safety-critical systems;

(d) life-support equipment, surgical implants, or other medical-device life-safety systems;

(e) the autonomous control of any physical equipment, actuator, valve, breaker, or control system without human-in-the-loop supervision, it being understood that the Software is a monitoring and analysis platform and does not issue, transmit, or execute commands to operational-technology or control systems;

(f) any other use in which the failure of the Software could reasonably be expected to result in death, bodily injury, severe environmental damage, or catastrophic physical damage; or

(g) any use that violates applicable export-control, sanctions, or anti-corruption law (see Section 15).

6.2 FDA / Title 21 CFR Carve-Out.

Customer represents and warrants that Customer will not use the Software as a component of any environment, system, or process that is subject to validation under U.S. Food and Drug Administration regulations, including (without limitation) Title 21 of the Code of Federal Regulations Parts 11, 210, 211, 820, or any successor or similar regulations of any other jurisdiction (collectively, "FDA-Regulated Use"). For clarity, Customer may use the Software to read data from FDA-validated systems for purposes outside the validated workflow (for example, operational monitoring or engineering dashboards used by personnel outside the validated decision chain), provided that the Software is not used as a system of record for regulated decisions, batch release, GMP compliance, electronic records under 21 CFR Part 11, or other validated functions. Transpara expressly does not warrant the Software for FDA-Regulated Use, does not commit to perform any validation, qualification, or compliance-support activity for FDA-Regulated Use, and is not responsible for any consequences arising from any FDA-Regulated Use of the Software in violation of this Section.

6.3 Monitoring and Analysis Only.

Customer acknowledges and agrees that the Software is a monitoring, visualization, and analysis platform. The Software does not issue, transmit, or execute commands to any control system, actuator, valve, breaker, programmable logic controller, distributed control system, or other operational-technology system. Any recommendation, alert, suggestion, or insight produced by the Software (including any output from any artificial-intelligence functionality made available through the Transpara Platform) is advisory only. Customer is solely responsible for all operational decisions and actions taken in the Customer Environment, whether or not such decisions or actions are informed by the Software.

6.4 Acceptable Use Policy.

Customer's use of the Software is also subject to Transpara's Acceptable Use Policy, as may be updated by Transpara from time to time. The Acceptable Use Policy is incorporated by reference into this Agreement. Material changes to the Acceptable Use Policy will be communicated to Customer not less than thirty (30) days before they take effect.

7. Support and Maintenance

7.1 Scope of Support Services.

During each period for which Customer has paid the applicable Support Services fees, Transpara will provide Support Services for the Software as more fully described in the applicable Product Schedule. Support Services include error correction, technical assistance through Transpara's designated support channels, and access to Updates that Transpara generally makes available to its supported customers.

7.2 Updates.

Updates are included with Support Services. Customer is responsible for installing Updates in the Customer Environment within a commercially reasonable time after they are made available. Transpara may discontinue support for prior versions of the Software in accordance with its published support-lifecycle policy.

7.3 Excluded Items.

Support Services do not include: (a) services for any version of the Software that is past its supported lifecycle; (b) services to address issues caused by Customer's modification of the Software, by use of the Software outside the Documentation, by Customer's failure to install applicable Updates, by the Customer Environment, or by third-party products or services; (c) customization, integration, or professional services beyond those described in the Product Schedule; or (d) new products, new modules, or major new versions made available by Transpara separately.

7.4 Support Services Renewal.

Support Services for Subscription Licenses are coterminous with the underlying license. Support Services for Perpetual Licenses are sold on an annual basis and auto-renew in accordance with Section 9.2 unless terminated by either party on not less than thirty (30) days' notice prior to the end of the then-current term. Lapse in Support Services for a Perpetual License may result in re-instatement fees to resume Support Services, as set forth in Transpara's then-current policies.

8. Fees and Payment

8.1 Fees.

Customer will pay all fees set forth in each Order Form ("Fees"). Fees are in U.S. dollars unless the Order Form specifies otherwise. Fees are exclusive of all taxes, duties, levies, withholdings, and similar government assessments, all of which Customer is responsible to pay (excluding taxes based on Transpara's net income).

8.2 Invoicing and Payment Terms.

Unless the Order Form specifies otherwise, Transpara will invoice Customer at the Effective Date and at the start of each Renewal Term, and Fees are due net thirty (30) days from the date of invoice. Customer will provide complete and accurate billing and contact information to Transpara and will notify Transpara of any changes to such information.

8.3 Renewal Uplift.

Unless the Order Form specifies a different rate, Fees for each Renewal Term will increase by the greater of five percent (5%) or the percentage change in the U.S. Consumer Price Index for All Urban Consumers (CPI-U, All Items) for the twelve-month period most recently published prior to the start of the Renewal Term, in each case compared to the Fees for the immediately preceding Term.

8.4 Late Fees.

Any amount not paid when due will accrue interest at the rate of one percent (1.0%) per month, or the maximum rate permitted by applicable law, whichever is lower, from the due date until paid. Customer will reimburse Transpara for reasonable costs of collection, including attorneys' fees.

8.5 Suspension.

Without limiting any other rights or remedies, if Customer is more than thirty (30) days past due on any undisputed amount, Transpara may, after providing not less than ten (10) days' written notice (which may be by email), suspend Support Services or access to Updates until payment is received.

8.6 Taxes.

Customer is responsible for all sales, use, value-added, withholding, and similar transaction taxes arising from the licenses granted or services provided under this Agreement. Transpara will invoice such taxes when required to do so. If Customer is required by law to withhold any tax from a payment to Transpara, Customer will gross up the payment so that the amount received by Transpara equals the amount invoiced.

9. Term and Termination

9.1 Initial Term.

The Initial Term for each Order Form is set forth in that Order Form. If no Initial Term is specified, the Initial Term is one (1) year from the Effective Date.

9.2 Renewal.

Each Order Form will automatically renew for successive Renewal Terms of one (1) year each, unless either party gives the other written notice of non-renewal not less than thirty (30) days before the end of the then-current Term. Renewal Fees are determined under Section 8.3 unless the Order Form specifies otherwise.

9.3 Termination for Cause.

Either party may terminate this Agreement (or any affected Order Form) for cause upon written notice if the other party materially breaches this Agreement (or the affected Order Form) and fails to cure the breach within thirty (30) days after receiving written notice of the breach. Either party may terminate this Agreement immediately upon written notice if the other party becomes insolvent, makes a general assignment for the benefit of creditors, files a voluntary or has filed against it an involuntary petition under bankruptcy or insolvency laws (and such petition is not dismissed within sixty (60) days), or ceases to do business in the ordinary course.

9.4 Termination for Improper Use.

Transpara may terminate this Agreement or any Order Form immediately upon written notice if Customer breaches Section 4 (License Restrictions), Section 6 (Use Restrictions; Acceptable Use), Section 11 (Confidentiality), or Section 15 (Compliance with Laws). For breaches of Section 6 that are reasonably curable, Transpara will provide a ten (10) day cure period if practicable in the circumstances.

9.5 Effect of Termination or Expiration.

Upon termination or expiration of an Order Form: (a) all licenses granted under that Order Form terminate immediately; (b) Customer will cease all use of the affected Software and will, within thirty (30) days, destroy all copies of the Software and Documentation in its possession or control and certify such destruction in writing to Transpara on request; (c) Customer remains liable for all Fees accrued through the termination or expiration date; and (d) the parties' respective rights and obligations under Sections 1, 4, 5.3, 8, 9.5, 10, 11, 12.3, 13, 14, 15, and 16, and any other provision that by its nature should survive, will survive termination or expiration.

9.6 No Refund.

Except as expressly provided in this Agreement (including in connection with an IP indemnification refund under Section 13.2), all Fees are non-refundable upon termination.

10. Intellectual Property

10.1 Transpara IP.

As between the parties, Transpara and its licensors own and retain all right, title, and interest in and to the Software, the Documentation, all components, modules, connectors, interfaces, technical specifications, methodologies, know-how, prompts, system messages, configurations, models, and other materials made available by Transpara, including all Updates, and all Intellectual Property Rights therein. Customer obtains only the limited license expressly granted in this Agreement.

10.2 Transpara Trademarks.

TRANSPARA® is a federally registered trademark of Transpara LLC (U.S. Reg. No. 5,906,201). Visual KPI™, Transpara Platform™, and other Transpara product names, logos, and slogans are trademarks of Transpara LLC. Customer obtains no right to use any Transpara trademark except as expressly authorized in writing by Transpara or as permitted under the customer-reference provisions in Section 16.15.

10.3 Customer Data.

As between the parties, Customer owns and retains all right, title, and interest in and to the Customer Data, including all Intellectual Property Rights therein. Customer grants Transpara a limited, non-exclusive, royalty-free license to access, use, and process Customer Data solely as necessary to provide the Software and Support Services in accordance with this Agreement. Transpara does not acquire any ownership interest in the Customer Data.

10.4 Feedback.

If Customer or its Authorized Users provide Transpara with any suggestions, comments, ideas, improvements, corrections, or other feedback regarding the Software or any Transpara product or service ("Feedback"), Customer grants Transpara a perpetual, irrevocable, royalty-free, worldwide, sublicensable license to use the Feedback for any purpose, without restriction or obligation to Customer. Customer is not obligated to provide Feedback and may withhold or designate any Feedback as confidential.

10.5 Reservation of Rights.

All rights not expressly granted in this Agreement are reserved. No license or other right is granted by implication, estoppel, or otherwise.

11. Confidentiality

11.1 Definition.

"Confidential Information" means any non-public information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party") in connection with this Agreement, in any form or medium, that is identified as confidential at the time of disclosure or that a reasonable person would understand to be confidential under the circumstances. Confidential Information includes (a) the Software, Documentation, source code, prompts, system messages, configurations, models, and any non-public technical information regarding the Software (which is Transpara's Confidential Information regardless of marking); (b) Customer Data; (c) the business, financial, technical, marketing, customer, and product information of either party; and (d) the terms and pricing of this Agreement and each Order Form.

11.2 Exceptions.

Confidential Information does not include information that the Receiving Party can demonstrate: (a) was rightfully known to the Receiving Party without obligation of confidentiality before disclosure by the Disclosing Party; (b) is or becomes generally known to the public through no fault or breach of the Receiving Party; (c) is rightfully received by the Receiving Party from a third party without restriction and without breach of any obligation of confidentiality; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

11.3 Obligations.

The Receiving Party will: (a) use the Confidential Information only as necessary to exercise its rights and perform its obligations under this Agreement; (b) protect the Confidential Information using at least the same degree of care it uses to protect its own confidential information of similar importance, but in no event less than reasonable care; (c) restrict access to Confidential Information to its employees, contractors, professional advisors, and Affiliates who have a need to know for purposes of this Agreement and who are bound by confidentiality obligations no less protective than those of this Agreement; and (d) not disclose the Confidential Information to any third party except as permitted by this Section.

11.4 Term of Obligation.

The confidentiality obligations in this Section 11 apply during the Term and for a period of five (5) years following termination or expiration of the Agreement. Notwithstanding the foregoing, the Receiving Party's obligations with respect to Confidential Information that constitutes a trade secret continue for as long as the information remains a trade secret under applicable law.

11.5 Compelled Disclosure.

The Receiving Party may disclose Confidential Information to the extent required by law, regulation, court order, or subpoena, provided that the Receiving Party gives the Disclosing Party prompt prior written notice (where legally permitted) and cooperates with the Disclosing Party's reasonable efforts to obtain a protective order or other confidential treatment.

11.6 Equitable Relief.

The parties acknowledge that monetary damages may be inadequate to remedy a breach of this Section 11, and that the non-breaching party may seek equitable relief (including injunctive relief and specific performance) in addition to any other remedies available at law or in equity, without the necessity of posting any bond.

11.7 Return or Destruction.

Upon termination of this Agreement or upon written request from the Disclosing Party, the Receiving Party will return or destroy (at the Disclosing Party's option) all Confidential Information of the Disclosing Party in its possession or control and certify such return or destruction in writing, except for copies retained in routine backups or required to be retained by law, which remain subject to this Section 11 for so long as they are retained.

12. Warranties and Disclaimers

12.1 Mutual Warranties.

Each party represents and warrants to the other that: (a) it has the full corporate power and authority to enter into and perform this Agreement; (b) the execution and performance of this Agreement will not violate any other agreement or obligation to which it is bound; and (c) it will comply with all laws and regulations applicable to its performance of this Agreement.

12.2 Software Warranty.

Transpara warrants that for a period of one (1) year following the Effective Date of each Order Form (the "Warranty Period"), the Software, when properly installed and used in the Customer Environment in accordance with the Documentation and this Agreement, will perform substantially in accordance with the Documentation. Customer's exclusive remedy and Transpara's sole obligation for any breach of this warranty is, at Transpara's option, to (i) repair or replace the non-conforming Software within a commercially reasonable time, or (ii) if Transpara cannot repair or replace the Software within a commercially reasonable time, terminate the affected Order Form and refund (A) for a Subscription License, the pro-rated portion of pre-paid Fees attributable to the remaining unused portion of the then-current Term; or (B) for a Perpetual License, the Fees paid by Customer for the affected Software, less straight-line amortization over five (5) years from the Effective Date.

12.3 Warranty Exclusions.

The warranty in Section 12.2 does not apply to, and Transpara has no obligation with respect to, any non-conformance caused by: (a) modifications to the Software not made by Transpara; (b) use of the Software outside the Documentation, the applicable Product Schedule, or this Agreement; (c) the Customer Environment, including any hardware, software, network, or third-party service in the Customer Environment; (d) Customer's failure to install Updates or to follow Transpara's recommended configurations; (e) any third-party product or service Customer integrates with the Software, including any artificial-intelligence model Customer elects to use under the bring-your-own-model approach described in the Transpara Platform Product Schedule; or (f) the operation of the Software during any period in which Customer is not current on Support Services Fees.

12.4 Disclaimer.

EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION 12, THE SOFTWARE, DOCUMENTATION, SUPPORT SERVICES, AND ALL OTHER MATERIALS AND SERVICES PROVIDED BY TRANSPARA ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND TRANSPARA, ITS AFFILIATES, AND ITS LICENSORS EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, AVAILABILITY, OR THAT THE SOFTWARE WILL OPERATE UNINTERRUPTED OR ERROR-FREE. TRANSPARA DOES NOT WARRANT ANY PARTICULAR OPERATIONAL OR BUSINESS OUTCOME FROM THE USE OF THE SOFTWARE. WHERE THE SOFTWARE INCORPORATES OR INTEGRATES WITH ARTIFICIAL-INTELLIGENCE FUNCTIONALITY, CUSTOMER ACKNOWLEDGES THAT AI OUTPUTS ARE PROBABILISTIC, NOT DETERMINISTIC, AND TRANSPARA DOES NOT WARRANT THE ACCURACY, COMPLETENESS, OR APPROPRIATENESS OF ANY AI OUTPUT FOR ANY PARTICULAR PURPOSE; ACCURACY AND APPROPRIATENESS OF AI OUTPUTS DEPEND ON THE ARTIFICIAL-INTELLIGENCE MODELS SELECTED AND CONFIGURED BY CUSTOMER, AS FURTHER DESCRIBED IN THE AI ADDENDUM.

13. Indemnification

13.1 By Transpara.

Transpara will defend Customer against any third-party claim, suit, or proceeding alleging that the Software, as delivered by Transpara and used by Customer within the scope of the license granted in this Agreement, infringes a U.S. patent, U.S. copyright, U.S. registered trademark, or U.S. trade secret of the third party (an "IP Claim"), and will indemnify Customer against any damages and reasonable costs (including reasonable attorneys' fees) finally awarded by a court of competent jurisdiction or agreed to in settlement by Transpara in connection with such IP Claim.

13.2 Remedies.

If the Software becomes, or in Transpara's reasonable opinion is likely to become, the subject of an IP Claim, Transpara may, at its option and expense: (a) procure for Customer the right to continue using the Software; (b) modify or replace the Software so that it is non-infringing while remaining substantially equivalent in functionality; or (c) if neither (a) nor (b) is commercially reasonable, terminate the affected license and refund to Customer (i) for a Subscription License, the pro-rated portion of pre-paid Fees attributable to the remaining unused portion of the then-current Term; or (ii) for a Perpetual License, the Fees paid by Customer for the affected Software, less straight-line amortization over five (5) years from the Effective Date. The remedies in this Section 13.2 are Transpara's sole and exclusive liability and Customer's sole and exclusive remedy for any IP Claim.

13.3 Exclusions.

Transpara has no obligation under this Section 13 to the extent an IP Claim arises from: (a) any modification of the Software not made by Transpara; (b) use of the Software in combination with any product, service, data, model, or material not provided by Transpara, where the IP Claim would not have arisen but for such combination (including any artificial-intelligence model Customer elects to use under the bring-your-own-model approach); (c) Customer's continued use of an allegedly infringing version after Transpara has made a non-infringing version available to Customer; (d) any open-source or Third-Party Component to the extent governed by its own license terms, except where Transpara is the original licensor; (e) use of the Software outside the Documentation, the applicable Product Schedule, or this Agreement; or (f) Customer Data, including any Layer 2 Customer Knowledge as defined in the Transpara Platform Product Schedule.

13.4 By Customer.

Customer will defend Transpara, its Affiliates, and their respective officers, directors, employees, and agents against any third-party claim, suit, or proceeding arising out of or relating to: (a) Customer Data; (b) Customer's use of the Software in breach of this Agreement (including Sections 4, 6, 11, and 15); (c) any third-party product, service, or model that Customer integrates with the Software, including any AI model Customer selects under the bring-your-own-model approach; (d) Customer's negligence or willful misconduct; or (e) Customer's violation of applicable law in connection with this Agreement; and will indemnify Transpara against any damages and reasonable costs (including reasonable attorneys' fees) finally awarded or agreed to in settlement in connection with such claim.

13.5 Procedure.

The party seeking indemnification (the "Indemnitee") will: (a) promptly notify the indemnifying party (the "Indemnitor") in writing of the claim (provided that a failure to give timely notice will not relieve the Indemnitor of its obligations except to the extent the Indemnitor is materially prejudiced by the delay); (b) provide reasonable cooperation in the defense at the Indemnitor's expense; and (c) give the Indemnitor sole control of the defense and settlement, except that the Indemnitor may not settle any claim that imposes any obligation, admission of liability, or restriction on the Indemnitee without the Indemnitee's prior written consent, not to be unreasonably withheld.

14. Limitation of Liability

14.1 Exclusion of Certain Damages.

EXCEPT FOR THE CARVE-OUTS IN SECTION 14.3, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; LOST PROFITS; LOST REVENUE; LOSS OF GOODWILL; LOSS OF BUSINESS; LOSS OF DATA; LOSS OF USE; OR COST OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR THE REMEDIES PROVIDED IN THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.

14.2 Aggregate Cap.

EXCEPT FOR THE CARVE-OUTS IN SECTION 14.3, EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, WILL NOT EXCEED THE FEES ACTUALLY PAID OR PAYABLE BY CUSTOMER TO TRANSPARA UNDER THE APPLICABLE ORDER FORM(S) DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT FIRST GIVING RISE TO THE LIABILITY.

14.3 Carve-Outs.

The exclusions and limitations in Sections 14.1 and 14.2 do not apply to: (a) Customer's payment obligations under Section 8; (b) either party's indemnification obligations under Section 13; (c) breaches of Section 11 (Confidentiality); (d) breaches of Section 4 (License Restrictions), Section 6 (Use Restrictions; Acceptable Use), or Section 15 (Compliance with Laws); (e) infringement, misappropriation, or violation of the other party's Intellectual Property Rights; or (f) liability arising from a party's gross negligence, willful misconduct, or fraud, to the extent such limitations are not permitted by applicable law.

14.4 Basis of the Bargain.

Customer acknowledges that the Fees reflect the allocation of risk set forth in this Agreement, including the limitations of liability in this Section 14, and that absent such allocation, the Fees would be materially higher. The limitations of liability in this Section 14 are a fundamental basis of the bargain between the parties and apply to the maximum extent permitted by law.

15. Compliance with Laws

15.1 General.

Each party will comply with all laws, regulations, and ordinances applicable to its performance of this Agreement, including without limitation export-control, sanctions, anti-bribery, data-protection, and privacy laws.

15.2 Export Controls.

The Software is subject to U.S. export control laws, including the U.S. Export Administration Regulations (15 C.F.R. Parts 730-774) and other applicable laws and regulations. Customer will not, and will not permit any Authorized User or third party to, export, re-export, transfer, or release the Software, directly or indirectly, to any destination, end use, or end user prohibited by applicable export-control laws without first obtaining all required authorizations. Customer represents and warrants that Customer is not located in, ordinarily resident in, or organized under the laws of any country or region subject to comprehensive U.S. sanctions and that Customer is not identified on any restricted-party list maintained by the U.S. Department of Commerce, the U.S. Department of the Treasury, the U.S. Department of State, or any analogous list of the United Nations, European Union, or United Kingdom.

15.3 Sanctions.

Customer will not use the Software in or for the benefit of any country, region, person, or entity subject to U.S., U.N., E.U., or U.K. sanctions. Transpara may suspend or terminate the Agreement if continued performance would expose Transpara to risk of penalty under applicable sanctions law.

15.4 Anti-Corruption.

Each party represents and warrants that, in connection with this Agreement, neither it nor any of its officers, directors, employees, agents, or representatives has paid, offered, promised, or authorized, and will not pay, offer, promise, or authorize, the payment of money or anything of value to any government official, political party, candidate for office, or other person, for the purpose of influencing any act or decision in violation of the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act 2010, or any other applicable anti-corruption or anti-bribery law.

15.5 AI and Data Protection Laws.

Where Customer's use of the Software is subject to laws governing artificial intelligence (including, where applicable, the EU AI Act) or data protection (including the EU and U.K. General Data Protection Regulation, the California Consumer Privacy Act/California Privacy Rights Act, and similar U.S. state laws), Customer is responsible for its compliance as a deployer, controller, or business under such laws. Transpara will reasonably cooperate with Customer's compliance efforts, including by providing information about the Software sufficient for Customer to satisfy its obligations as a deployer of an AI system or as a controller or business processing personal data. The Data Processing Addendum governs the parties' respective obligations with respect to any personal data Transpara may incidentally process while providing Support Services.

15.6 Annual Compliance Certification.

Once per calendar year, upon request from Transpara, Customer will provide a written certification, signed by an authorized officer of Customer, confirming Customer's compliance with the license scope and use restrictions of this Agreement. Such certification will be Confidential Information of Customer.

16. General Provisions

16.1 Notices.

All notices, requests, consents, claims, demands, waivers, and other communications under this Agreement must be in writing and will be deemed given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by email (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours; or (d) on the third day after mailing by certified or registered mail, return receipt requested, postage prepaid. Notices to Transpara must be sent to 15900 N 78th Street, Suite 100, Scottsdale, AZ 85260, USA, Attention: Legal, with a copy by email to legal@transpara.com. Notices to Customer will be sent to the address and email designated in the applicable Order Form.

16.2 Audit.

During the Term and for one (1) year thereafter, Transpara may, no more than once per twelve (12) month period (except in case of suspected breach), upon at least thirty (30) days' prior written notice and during Customer's normal business hours, audit Customer's use of the Software to verify compliance with this Agreement. Audits will be conducted in a manner that minimizes disruption to Customer's business. If an audit reveals that Customer has used the Software in excess of the licensed scope or otherwise in breach of this Agreement, Customer will, within thirty (30) days of notice from Transpara, pay the additional Fees applicable to the unauthorized use (calculated at Transpara's then-current list price) plus, if such under-licensing exceeds five percent (5%) of Customer's licensed scope, the reasonable cost of the audit.

16.3 Governing Law.

This Agreement is governed by, and will be construed in accordance with, the laws of the State of Arizona, U.S.A., without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

16.4 Venue; Jury Waiver.

Any dispute arising out of or relating to this Agreement will be brought exclusively in the state or federal courts located in Maricopa County, Arizona, U.S.A., and each party irrevocably submits to the personal jurisdiction of those courts and waives any objection based on inconvenient forum. EACH PARTY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT.

16.5 Equitable Relief.

Either party may seek equitable relief, including injunctive relief, in any court of competent jurisdiction to protect its Intellectual Property Rights or Confidential Information, without the necessity of posting a bond and without waiving any of its other rights or remedies.

16.6 Assignment.

Customer may not assign or transfer this Agreement or any rights or obligations under it (whether by operation of law, change of control, or otherwise) without Transpara's prior written consent, not to be unreasonably withheld. Transpara may assign this Agreement to any Affiliate or to a successor in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets or business to which this Agreement relates. Any purported assignment in violation of this Section is void.

16.7 Force Majeure.

Neither party will be liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fires, floods, accidents, strikes, pandemic-related disruptions, or failures of telecommunications networks or utilities. The affected party will give prompt notice of the force-majeure event and use commercially reasonable efforts to resume performance.

16.8 Severability.

If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect.

16.9 Entire Agreement; Order of Precedence.

This Agreement, together with all Order Forms, Product Schedules, Addenda (including any AI Addendum and Data Processing Addendum), and the Acceptable Use Policy incorporated by reference, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous communications, agreements, proposals, and understandings. No purchase order or similar document issued by Customer will modify or supplement this Agreement, even if accepted by Transpara, except as expressly set forth in an Order Form signed by both parties.

16.10 Amendments and Waivers.

No amendment to or waiver of any provision of this Agreement is effective unless in writing and signed by an authorized representative of each party (or, for the Acceptable Use Policy, by notice as provided in Section 6.4). A waiver of any breach is not a waiver of any subsequent breach.

16.11 Counterparts; Electronic Signature.

This Agreement and any Order Form may be executed in any number of counterparts, each of which is an original and all of which together are one instrument. Signatures delivered electronically (including by email or e-signature platform) are effective as if delivered in original.

16.12 Independent Contractors.

The parties are independent contractors. This Agreement does not create any partnership, joint venture, agency, fiduciary, or employment relationship between them.

16.13 Third-Party Beneficiaries.

Except for indemnitees under Section 13, this Agreement does not, and is not intended to, confer any rights or remedies on any person other than the parties and their permitted successors and assigns.

16.14 No Public Statements.

Except as provided in Section 16.15, neither party will issue any press release or other public statement regarding this Agreement or the parties' relationship without the other party's prior written consent.

16.15 Customer Reference Rights.

Transpara may identify Customer as a Transpara customer and use Customer's name and logo in customer lists and on Transpara's website only if Customer expressly grants such rights in the Order Form or in a separate written authorization. Without such authorization, Transpara will not use Customer's name, logo, or any reference identifying Customer in any marketing, sales, or public material. Each party may use the other party's confidential business terms (including pricing) only as permitted in Section 11.

16.16 Construction.

Headings are for convenience only and do not affect interpretation. References to "including" mean "including, without limitation." The singular includes the plural and the masculine includes all genders. The word "days" means calendar days unless otherwise specified.

This Master Software License Agreement is incorporated by reference into each Order Form executed between Transpara and Customer and does not require separate execution. A signable copy is available on request from legal@transpara.com.

Transpara Master Software License Agreement — Version 2026.1 — Effective May 21, 2026 — Confidential