Transpara - Product Schedule
Transpara Product Schedule
Schedule to the Transpara Master Software License Agreement — Version 2026.2 — Effective October 5, 2026
This Transpara Product Schedule (this "Schedule") supplements the Transpara Master Software License Agreement (the "MSA") and applies to Customer's licensing and use of the Transpara product. This Schedule is incorporated by reference into each Order Form that licenses the Transpara product. Capitalized terms used but not defined here have the meanings set forth in the MSA.
Where this Schedule references the "AI Addendum", that document supplements both the MSA and this Schedule with terms specific to artificial-intelligence functionality. The AI Addendum applies whenever the Transpara product is licensed, regardless of whether the AI functionality is initially configured by Customer. In the event of a conflict among this Schedule, the AI Addendum, and the MSA, the order of precedence in MSA Section 2.3 controls.
1. Product Description
The Transpara product is Transpara's industrial AI platform for real-time operations, sold under the name Transpara. Because "Transpara" is also the name of the contracting party, this Schedule says "the Transpara product" where the product alone is meant. The Transpara product combines a real-time graph data model, a time-series data store, a web visualization layer, a configuration environment, and a library of connectors, together with optional artificial-intelligence functionality. The Transpara product is designed for monitoring, visualization, analysis, and decision support; it is not a control system and does not issue commands to operational technology.
2. Licensed Components
The Transpara product consists of the following components, as licensed in the applicable Order:
- tModel — real-time graph data model for industrial assets, relationships, and context
- tStore — time-series data store
- tView — web-based visualization layer for dashboards, charts, KPIs, and alerts
- tStudio — configuration and authoring environment for the Transpara product
- Connectors — interfaces to industrial historians, databases, message brokers, file systems, APIs, and other data sources, as specified in the Order
- AI Functionality — orchestration layer that integrates with the Customer-Selected AI Model(s) (defined below) to provide "Seek" mode (user-initiated AI queries) and "Surface" mode (autonomous monitoring and analysis with advisory output)
- MCP Integration — Model Context Protocol (or successor protocol) interfaces enabling the Customer-Selected AI Model to interact with the Transpara product within the boundaries defined in the AI Addendum
Transpara may add, modify, or retire components from time to time. Components made available to Customer following the Effective Date are subject to the version of this Schedule and the AI Addendum in effect when those components are made available.
3. License Type and License Metrics
3.1 License Type.
The Transpara product is licensed on a Subscription basis by default. Each Order specifies the Subscription Tier (for example, Proof of Concept, Starter, Team, Pro, Enterprise, or Custom), the License Metrics and the licensed quantity for each, the Term, and the Fees. Perpetual Licenses for the Transpara product are available as a backup option, subject to Transpara's written agreement, where the Order expressly designates the license as Perpetual; in that case the Order will specify any Perpetual-specific terms (including support entitlement, which is sold separately on an annual basis per MSA Section 7.4).
3.2 License Metrics.
“License Metrics” means the measures of licensed scope set forth in this Section 3.2. Each Order specifies which License Metrics apply to that Order and the licensed quantity for each.
(a) Signal. A “Signal” is a distinct time-series data stream that the Transpara product is configured to read, calculate, cache, or store — for example, an individual sensor, instrument, tag, point, measurement, status, or calculated value that produces values over time. Each Signal is counted once, without regard to how many values it produces, how frequently it updates, how much history is retained, or whether it is read live from an external source, cached for performance, or stored natively in tStore. A single underlying source stream that the Transpara product accesses through more than one path counts as one Signal.
(b) Named User. A “Named User” is a named individual authorized to access the Transpara product under credentials issued to that individual. Each Named User license is granted to a specific individual and may not be shared. A wall-mounted display, kiosk, or other unmanned device counts as one Named User.
(c) Site. A “Site” is a distinct physical or logical operating location served by the Transpara product, such as a plant, mine, refinery, terminal, facility, or regional operations center. Where the Order does not designate multi-Site or unlimited-Site scope, the Transpara product is licensed for the Site or Sites identified in the Order.
(d) Interface. An “Interface” is a configured connection through which the Transpara product reads live or historical data from an external data source and leaves that data in the source. Interfaces are counted by external data source; more than one connection to the same external data source counts as a single Interface.
(e) Extractor. An “Extractor” is a configured connection through which the Transpara product reads data from an external data source into tStore, whether for primary storage, performance caching, or analytics. Extractors are counted by external data source.
3.3 No Per-Value Metering.
Signals are counted as configured data streams. Transpara does not meter, and does not charge on the basis of, the number of values, samples, messages, events, queries, or calculations that the Transpara product produces or processes, or the volume of data that the Transpara product stores.
3.4 Growth Beyond Licensed Quantities.
Transpara does not bill automatically for use that exceeds a licensed quantity during a Term. Where Customer's use of the Transpara product exceeds a licensed quantity, Transpara will notify Customer, and the parties will address the additional capacity in a new or amended Order or at the next Renewal Term, in each case at Transpara's then-current rates for additional capacity. This Section does not limit Transpara's rights under MSA Section 16.2 (Audit) and does not apply to use that is prohibited by MSA Section 4 (License Restrictions) or MSA Section 6 (Use Restrictions; Acceptable Use).
4. Deployment Model
4.1 Customer Environment Only.
The Transpara product is installed and operated in the Customer Environment — either on Customer's on-premise infrastructure or in a Customer-controlled cloud tenant. The Order specifies the deployment configuration. Transpara does not host the Transpara product on Transpara infrastructure or store Customer Data, except to the limited extent expressly set forth in an Order or as may incidentally occur during Support Services.
4.2 Customer Responsibility.
Customer is 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 Transpara product is installed, operated, or accessed. Customer is responsible for the security of all Customer Data in the Customer Environment.
5. Bring-Your-Own-Model (BYOM) Architecture
5.1 Customer-Selected AI Model.
"Customer-Selected AI Model" means any AI Model (including any large language model, machine-learning model, or foundation model) or related service that Customer elects to use, license, or host for use with the Transpara product, including (without limitation) AI Models offered by Anthropic, OpenAI, Google, Microsoft, Amazon Web Services, Meta, or other AI Model providers, and AI Models hosted by Customer (such as Ollama-based or other locally-hosted AI Models, or Customer-hosted enterprise instances of any AI Model). "AI Model" has the meaning given in the MSA.
5.2 Customer Selects and Licenses the AI Model.
Customer is solely responsible for selecting Customer-Selected AI Models, for obtaining all necessary licenses, subscriptions, API keys, and other authorizations from the Customer-Selected AI Model providers, and for complying with the terms of service, acceptable use policies, and data-handling commitments of those providers. Customer's relationship with each Customer-Selected AI Model provider is solely between Customer and that provider. Transpara is not a party to that relationship, does not resell or pass through the Customer-Selected AI Model, and does not warrant the Customer-Selected AI Model or any output produced by it.
5.3 Transpara as Orchestration Layer.
Transpara provides the orchestration layer that connects the Transpara product to Customer-Selected AI Models that Customer has selected and configured. Transpara warrants its orchestration layer and the Transpara Knowledge (defined below) only as expressly set forth in the MSA and the AI Addendum. Transpara does not warrant any Customer-Selected AI Model and does not warrant any AI output produced by a Customer-Selected AI Model.
5.4 No Pass-Through of Provider Terms.
Customer acknowledges that the Customer-Selected AI Model providers' terms (including provisions on training, output ownership, usage limits, content filtering, indemnification, and liability) flow between Customer and the providers. Transpara makes no representations regarding those terms and is not bound by them. Customer is responsible for ensuring that the Customer-Selected AI Model and Customer's configuration of it are appropriate for Customer's intended use, comply with applicable law (including the EU AI Act, where applicable), and align with Customer's data-handling requirements.
6. Two-Layer Knowledge Model
6.1 Transpara Knowledge (Layer 1).
"Transpara Knowledge" or
"Layer 1 Knowledge" means the proprietary prompts, system messages, instructions, best practices, domain knowledge, orchestration logic, configurations, and other content authored by or for Transpara and embedded in the Transpara product. Transpara Knowledge is Transpara Confidential Information (whether or not marked) and a trade secret of Transpara. Customer does not receive access to Transpara Knowledge, will not attempt to extract, reverse engineer, or otherwise access Transpara Knowledge, and acknowledges that all Intellectual Property Rights in Transpara Knowledge belong solely to Transpara.
6.2 Customer Knowledge (Layer 2).
"Customer Knowledge" or
"Layer 2 Knowledge" means content authored by, supplied by, or under the control of Customer that Customer configures into, uploads to, or makes available through the Transpara product, including (without limitation) Customer's standard operating procedures, rules, guardrails, domain content, custom instructions, and reference materials. Customer Knowledge is part of Customer Data. As between the parties, Customer owns Customer Knowledge and grants Transpara only the limited license necessary to provide the Transpara product and Support Services.
6.3 Customer Inputs and AI Outputs.
Customer Data submitted to the Transpara product and any output produced by a Customer-Selected AI Model in response to such Customer Data (the "AI Outputs") are owned by Customer as between the parties. Customer's ownership of AI Outputs is subject to (a) any limitations imposed by the Customer-Selected AI Model provider's terms (which may affect what Customer can do with AI Outputs), (b) any pre-existing rights of third parties in materials referenced in AI Outputs, and (c) Transpara's ownership of the underlying Transpara product, orchestration layer, and Transpara Knowledge.
7. Monitoring and Analysis Only; No Action
Customer expressly acknowledges and agrees that the Transpara product is a monitoring, visualization, and analysis platform. The Transpara product does not, and is not designed to, issue, transmit, or execute commands to any control system, actuator, valve, breaker, programmable logic controller, distributed control system, SCADA system, or other operational-technology system. Any AI Output, alert, recommendation, suggestion, or insight produced by the Transpara product — including any output from any "Surface" mode or "Seek" mode functionality — is advisory only. Customer is solely responsible for all operational decisions and actions in the Customer Environment, whether or not those decisions or actions are informed by the Transpara product.
8. FDA-Regulated Use Prohibited
Customer represents, warrants, and covenants that Customer will not use the Transpara product in, in connection with, or as a component of, any environment, system, or process that is subject to validation under U.S. Food and Drug Administration regulations, including Title 21 of the Code of Federal Regulations Parts 11, 210, 211, 820, or any successor or similar regulations of any other jurisdiction (an "FDA-Regulated Use"). Transpara expressly does not warrant the Transpara product for FDA-Regulated Use, does not commit to perform any validation, qualification, or compliance-support activity for FDA-Regulated Use, and has no obligation or liability for any consequence arising from any FDA-Regulated Use of the Transpara product in violation of this Section.
9. Use Restrictions Specific to the Transpara product
In addition to the general use restrictions in MSA Section 6 (Use Restrictions; Acceptable Use), and the BYOM-related obligations in Section 5 above, Customer will not, and will not permit any Authorized User or third party to:
- configure the Transpara product to take any action in the Customer Environment beyond reading and analyzing data and producing advisory outputs, even where such an action might be technically possible through MCP integration or custom configuration;
- use the Transpara product to make or substantially influence any decision that would be classified as high-risk under the EU AI Act (Annex III) without first conducting Customer's own deployer-side risk assessment, implementing the human-oversight measures required by applicable law, and notifying Transpara in writing;
- extract, reverse engineer, copy, or otherwise attempt to access the Transpara Knowledge embedded in the Transpara product;
- use the Transpara product or any AI Output to train, fine-tune, or improve any product or service that competes with the Transpara product; or
- connect the Transpara product to any Customer-Selected AI Model that Customer does not have a valid license or authorization to use.
10. Connectors and Customer Integrations
Customer may connect the Transpara product to additional data sources, services, or applications through Transpara-provided Connectors or Customer-developed integrations. Customer is responsible for ensuring that each such connection complies with the terms of the connected system and with applicable law. Transpara does not warrant any third-party system or any Customer-developed integration.
11. Support Services
11.1 Standard Support.
Standard Support Services for the Transpara product include: (a) telephone and electronic assistance during Transpara's business hours; (b) error diagnosis and workarounds where commercially reasonable; (c) Updates as Transpara generally makes available to its supported customers; and (d) access to the Documentation, knowledge base, release notes, and configuration guidance for the Transpara product.
11.2 Premium Support.
Premium Support Services for the Transpara product may be offered on a paid-subscription basis as set forth in the Order. Premium Support may include extended-hours coverage, defined response-time service levels, named technical contacts, and additional architecture assistance for the Transpara product.
11.3 Customer-Selected AI Model Support Excluded.
Support Services do not include support for any Customer-Selected AI Model. Support for a Customer-Selected AI Model is the responsibility of the Customer-Selected AI Model provider under Customer's separate agreement with that provider.
11.4 Designated System Manager.
As a condition to Support Services, Customer will designate at least one System Manager responsible for maintaining the integrity of the Customer Environment and for serving as Transpara's primary technical contact.
12. Telemetry
Consistent with MSA Section 4(h) and Section 5.3, the Transpara product may collect and transmit to Transpara technical and usage information about the operation of the Transpara product in the Customer Environment (for example, version, configuration, license metrics, error logs, and aggregate usage of the Transpara product's orchestration layer). Telemetry does not include Customer Data, Customer Knowledge, AI Outputs, or the content of any prompt or response exchanged between the Transpara product and a Customer-Selected AI Model, except as expressly authorized by Customer or as may incidentally occur during Support Services initiated by Customer.
13. Beta Components
From time to time, Transpara may make available beta, preview, or early-access versions of features of the Transpara product ("Beta Components"). Beta Components are provided on an as-is basis, are not subject to the warranty in MSA Section 12 or the indemnification in MSA Section 13, and may be modified or discontinued at Transpara's discretion. Customer's use of Beta Components is at Customer's sole risk.
14. US Government Rights
The Transpara product is "commercial computer software" as defined in 48 C.F.R. Section 2.101. If Customer is the US Government or a US Government contractor, Customer receives only the rights granted to other end users under license, in accordance with 48 C.F.R. Section 227.7201 through Section 227.7204 (Department of Defense) or Section 12.212 (other US Government licensees).
15. Order of Precedence
In the event of a conflict between this Schedule and the MSA, this Schedule controls solely with respect to the Transpara product. In the event of a conflict between this Schedule and the AI Addendum, the AI Addendum controls with respect to AI-specific matters. In the event of a conflict between this Schedule and an Order Form, the Order Form controls. The MSA's Limitation of Liability, Indemnification, Confidentiality, and Governing Law provisions control over any conflicting provision of this Schedule, except as expressly modified in a signed Order.