# TRUOPTIM INDUSTRIAL AI GATEWAY
# END USER LICENSE AGREEMENT

Copyright © 2025-present TruOptim Solutions Ltd. All rights reserved.

**Version:** 1.1  
**Effective Date:** December 2025  
**Last Updated:** December 2025

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## IMPORTANT – READ CAREFULLY BEFORE SUBSCRIBING

This End User License Agreement ("**Agreement**") is a legally binding contract between the legal entity or individual accepting this Agreement ("**Customer**," "**you**," or "**your**") and **TruOptim Solutions Ltd**, a company incorporated in England and Wales (Company Registration No. 16742261), whose registered office is at 205 Regent Street, 4th Floor, London, England, W1B 4HB ("**TruOptim**," "**we**," "**us**," or "**our**").

By subscribing to, deploying, or using the TruOptim Industrial AI Gateway software (the "**Software**") through the Microsoft Azure Marketplace, you confirm that you have read, understood, and agree to be bound by this Agreement. If you do not agree to all terms of this Agreement, you must not subscribe to or use the Software.

**BY CLICKING "I ACCEPT", STARTING A FREE TRIAL, OR SUBSCRIBING TO THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT.**

**BY STARTING A FREE TRIAL OR SUBSCRIPTION, YOU ALSO CONFIRM THAT YOU HAVE READ AND ACKNOWLEDGED OUR PRIVACY POLICY (AVAILABLE AT `/ui/privacy-policy`), WHICH DESCRIBES HOW WE COLLECT, USE, AND PROTECT YOUR INFORMATION.**

**IF YOU ARE ACCEPTING THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT.**

---

## PART A: DEFINITIONS AND INTERPRETATION

### 1. DEFINITIONS

**1.1** In this Agreement, unless the context otherwise requires:

"**AI Agent**" means any third-party artificial intelligence assistant, large language model, or automated system (including but not limited to Claude, Microsoft Copilot, ChatGPT, or other Model Context Protocol-compatible systems) that connects to or interacts with the Software.

"**AI Tool Credits**" means the normalised unit of AI work consumed when an AI Agent calls a tool via the Software's MCP interface, as further described in Schedule 1.

"**Azure Managed Application**" means the deployment model through which the Software is licensed to you via the Microsoft Azure Marketplace, whereby the Software operates within your Azure tenant and subscription.

"**Confidential Information**" means any information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.

"**Connected Data Signals**" means the unique data points (including sensor values, OPC UA tags, alarms, events, and measurements) that are accessed through the Software during a Subscription Period.

"**Customer Data**" means any data, information, or content that is input into, processed by, or generated through the Software by you or on your behalf, including industrial process data, telemetry, and OPC UA node values.

"**Documentation**" means the user guides, technical documentation, API references, and other materials provided by TruOptim relating to the Software.

"**Edge Gateway**" means the containerised software component that is deployed within your network infrastructure to establish secure connections between your industrial data sources and the cloud component of the Software.

"**Effective Date**" means the date on which you first subscribe to the Software through the Azure Marketplace or otherwise accept this Agreement.

"**Industrial Control System**" or "**ICS**" means any system used to monitor and/or control industrial processes, including but not limited to SCADA systems, DCS systems, PLCs, RTUs, and associated OPC UA servers.

"**Intellectual Property Rights**" means patents, trade marks, service marks, rights in designs, copyright (including rights in software), database rights, rights in know-how and confidential information, and all other intellectual property rights, in each case whether registered or unregistered and including applications for the grant of any such rights.

"**MCP**" or "**Model Context Protocol**" means the open protocol for connecting AI Agents to external data sources and tools.

"**OPC UA**" means the Open Platform Communications Unified Architecture standard for industrial automation interoperability.

"**Privacy Policy**" means TruOptim's privacy policy as published at `/ui/privacy-policy` or such other URL as TruOptim may notify to you from time to time, which describes how TruOptim collects, uses, and protects information.

"**Subscription**" means your right to access and use the Software during the Subscription Period, subject to the terms of this Agreement.

"**Subscription Fees**" means the fees payable for your Subscription as set out in the Azure Marketplace listing and/or any applicable Order Form.

"**Subscription Period**" means the period during which you are authorised to use the Software, as specified in your subscription through the Azure Marketplace.

**1.2 Interpretation:**

(a) References to "writing" or "written" include electronic communications.

(b) References to any statute or statutory provision include any subordinate legislation and any consolidation, amendment, extension, or re-enactment thereof.

(c) The headings in this Agreement are for convenience only and shall not affect its interpretation.

(d) Words in the singular include the plural and vice versa.

(e) References to "includes" or "including" shall mean "including without limitation."

---

## PART B: LICENSE GRANT AND RESTRICTIONS

### 2. LICENSE GRANT

**2.1 Limited License.** Subject to your compliance with this Agreement and payment of all applicable Subscription Fees, TruOptim grants you a limited, non-exclusive, non-transferable, non-sublicensable license during the Subscription Period to:

(a) deploy and operate the Software within your Azure tenant as an Azure Managed Application;

(b) deploy Edge Gateway components within your network infrastructure to connect to your Industrial Control Systems;

(c) permit AI Agents to access and interact with the Software through the MCP interface, subject to the access controls and permissions you configure; and

(d) use the Documentation in connection with your authorised use of the Software.

**2.2 Scope of Use.** Your license is limited to:

(a) the number of Connected Data Signals specified in your Subscription tier;

(b) the AI Tool Credits allocated per Subscription Period; and

(c) internal business purposes only, unless otherwise agreed in writing.

**2.3 Deployment Location.** The Software shall be deployed within your Azure tenant and subscription. You acknowledge that TruOptim does not host, control, or have access to your Azure tenant or Customer Data processed therein.

### 3. LICENSE RESTRICTIONS

**3.1 Prohibited Actions.** You shall not, and shall not permit any third party to:

(a) copy, modify, adapt, translate, or create derivative works of the Software except as expressly permitted herein;

(b) reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code of the Software, except to the extent that applicable law expressly prohibits such restriction;

(c) rent, lease, lend, sell, sublicense, assign, distribute, or otherwise transfer the Software or any rights therein;

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

(e) use the Software to provide services to third parties (including as a managed service, outsourcing, or SaaS offering) without TruOptim's prior written consent;

(f) use the Software in any manner that violates applicable laws, regulations, or third-party rights;

(g) use the Software in connection with any safety-critical application where failure could result in death, personal injury, or severe environmental damage, unless you have implemented appropriate independent safety systems and safeguards;

(h) circumvent, disable, or interfere with any security features, access controls, or usage limitations of the Software;

(i) use the Software to transmit malware, viruses, or other malicious code;

(j) use the Software to gain unauthorised access to any system, network, or data; or

(k) benchmark the Software or publish performance comparisons without TruOptim's prior written consent.

---

## PART C: AI AGENT AND INDUSTRIAL CONTROL SYSTEM ACKNOWLEDGEMENTS

### 4. AI AGENT DISCLAIMERS AND RISKS

**4.1 Third-Party AI Agents.** You acknowledge and agree that:

(a) AI Agents (including Claude, Microsoft Copilot, ChatGPT, and others) are third-party products and services not developed, controlled, or operated by TruOptim;

(b) TruOptim has no control over the outputs, recommendations, analyses, or actions taken by AI Agents;

(c) TruOptim does not warrant, represent, or guarantee the accuracy, reliability, completeness, or fitness for any purpose of any information, analysis, or recommendation provided by AI Agents;

(d) AI Agents may produce outputs that are inaccurate, misleading, biased, incomplete, or inappropriate (commonly known as "hallucinations" or "confabulations"); and

(e) you are solely responsible for evaluating, verifying, and deciding whether to act upon any output from AI Agents.

**4.2 AI Agent Actions.** You acknowledge that:

(a) AI Agents connected to the Software may, subject to the permissions you configure, read data from, write data to, call methods on, and otherwise interact with your Industrial Control Systems;

(b) **TRUOPTIM SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY ACTIONS TAKEN BY AI AGENTS**, including but not limited to actions that result in equipment damage, production losses, safety incidents, environmental harm, or any other consequences;

(c) AI Agents may take actions that are unintended, unexpected, or contrary to your expectations, and you assume all risks associated with such actions;

(d) malicious actors may attempt to manipulate AI Agent behaviour through prompt injection, adversarial inputs, or other techniques, and you are responsible for implementing appropriate safeguards; and

(e) you are solely responsible for supervising, reviewing, and approving any actions proposed or taken by AI Agents in connection with your Industrial Control Systems.

**4.3 Human Oversight Requirement.** You agree that:

(a) you shall implement appropriate human oversight and review processes for all AI Agent interactions with Industrial Control Systems;

(b) you shall not rely solely on AI Agent outputs for safety-critical decisions;

(c) you shall maintain manual override capabilities for all automated systems; and

(d) you shall ensure that appropriately qualified personnel are available to monitor and intervene in AI Agent activities as necessary.

### 5. INDUSTRIAL CONTROL SYSTEM ACKNOWLEDGEMENTS

**5.1 Industrial Environment Risks.** You acknowledge that:

(a) the Software is designed to interface with Industrial Control Systems that may control physical processes, equipment, and machinery;

(b) improper configuration, use, or interaction with Industrial Control Systems may result in serious consequences including but not limited to equipment damage, production disruption, product quality issues, environmental incidents, personal injury, or death;

(c) you are solely responsible for ensuring that the Software is appropriate for your intended use and industrial environment; and

(d) you shall implement appropriate safety measures, interlocks, and fail-safes independent of the Software.

**5.2 No Safety Certification.** THE SOFTWARE IS NOT CERTIFIED FOR USE AS A SAFETY SYSTEM OR SAFETY INSTRUMENTED SYSTEM. You shall not use the Software as, or in place of, any safety system, emergency shutdown system, or safety instrumented function. All safety-related functions must be implemented through independent, certified safety systems.

**5.3 OPC UA Server Responsibility.** You acknowledge that:

(a) the Software connects to OPC UA servers that you own, operate, or have authority to access;

(b) you are solely responsible for the configuration, security, and operation of such OPC UA servers;

(c) TruOptim has no control over the behaviour, security, or availability of your OPC UA servers; and

(d) you are responsible for ensuring that appropriate access controls and security measures are implemented on your OPC UA servers.

**5.4 Write Operations.** You specifically acknowledge and agree that:

(a) the Software permits write operations to OPC UA nodes, which may directly affect physical equipment and industrial processes;

(b) **ALL WRITE OPERATIONS ARE PERFORMED AT YOUR SOLE RISK**;

(c) TruOptim shall have no liability for any consequences arising from write operations, whether initiated by you, your users, or AI Agents;

(d) you are responsible for configuring appropriate Role-Based Access Controls (RBAC) to restrict write permissions; and

(e) you shall implement appropriate change management, testing, and approval processes before enabling write capabilities in production environments.

---

## PART D: CUSTOMER RESPONSIBILITIES

### 6. ACCESS CONTROL AND SECURITY

**6.1 RBAC Configuration.** You acknowledge that:

(a) the Software provides Role-Based Access Control (RBAC) capabilities that you are responsible for configuring and maintaining;

(b) TruOptim provides default roles and permission levels, but you are solely responsible for ensuring that access permissions are appropriate for your security requirements;

(c) misconfiguration of access controls may result in unauthorised access to data or systems, and **TRUOPTIM SHALL HAVE NO LIABILITY FOR CONSEQUENCES ARISING FROM MISCONFIGURED ACCESS CONTROLS**;

(d) you shall regularly review and audit access permissions to ensure they remain appropriate; and

(e) you shall promptly revoke access for personnel who no longer require it.

**6.2 Administrative Responsibilities.** You shall:

(a) designate appropriately qualified administrators responsible for configuring and maintaining the Software;

(b) ensure that administrators understand the security implications of their configuration choices;

(c) maintain secure credentials for all administrative and user accounts;

(d) implement multi-factor authentication where available and appropriate; and

(e) promptly notify TruOptim of any suspected security breach affecting the Software.

**6.3 Edge Gateway Security.** You are solely responsible for:

(a) the security of networks on which Edge Gateways are deployed;

(b) ensuring appropriate network segmentation and firewall rules;

(c) maintaining secure authentication tokens for Edge Gateway connections;

(d) physically securing systems on which Edge Gateways are installed; and

(e) monitoring Edge Gateway activity for anomalies or security incidents.

### 7. COMPLIANCE AND LEGAL OBLIGATIONS

**7.1 Compliance with Laws.** You shall use the Software in compliance with all applicable laws and regulations, including but not limited to:

(a) data protection and privacy laws (including GDPR where applicable);

(b) export control and sanctions laws;

(c) industry-specific regulations applicable to your sector;

(d) health and safety regulations; and

(e) environmental protection laws.

**7.2 Export Controls.** You acknowledge that the Software may be subject to export control laws and regulations. You shall not export, re-export, or otherwise transfer the Software except in compliance with such laws and regulations.

**7.3 Regulatory Approvals.** You are solely responsible for obtaining any regulatory approvals, permits, or certifications required for your use of the Software in connection with your operations.

---

## PART E: DATA AND PRIVACY

### 8. CUSTOMER DATA

**8.1 Ownership.** As between you and TruOptim, you retain all right, title, and interest in and to Customer Data. TruOptim claims no ownership of Customer Data.

**8.2 Data Location.** You acknowledge that:

(a) the Software is deployed within your Azure tenant, and Customer Data is processed and stored within your Azure subscription;

(b) TruOptim does not have access to Customer Data except where you explicitly grant such access for support purposes;

(c) you are responsible for configuring appropriate data residency and backup arrangements within your Azure tenant; and

(d) you are the data controller in respect of any personal data processed through the Software.

**8.3 No Data Collection by TruOptim.** TruOptim does not collect, access, or process Customer Data except:

(a) where you explicitly request support assistance and provide access;

(b) where you explicitly opt-in to product feedback features; or

(c) as required by law.

**8.4 Anonymised Usage Data.** With your consent, TruOptim may collect anonymised, aggregated usage statistics for product improvement purposes. Such data shall not include Customer Data or personally identifiable information.

### 9. DATA PROTECTION

**9.1 Your Obligations.** Where Customer Data includes personal data, you are responsible for:

(a) ensuring you have a lawful basis for processing such data;

(b) providing appropriate notices to data subjects;

(c) responding to data subject requests; and

(d) implementing appropriate technical and organisational security measures.

**9.2 Data Processing Agreement.** Where TruOptim processes personal data on your behalf (for example, in providing support services), the parties shall enter into an appropriate data processing agreement.

---

## PART F: BILLING AND PAYMENT

### 10. SUBSCRIPTION FEES AND BILLING

**10.1 Fees.** Subscription Fees are determined by:

(a) your selected Subscription tier;

(b) the number of Connected Data Signals in your subscription;

(c) the AI Tool Credits allocated per Subscription Period; and

(d) any applicable discounts or promotional pricing.

**10.2 Billing through Azure.** Subscription Fees are billed through the Microsoft Azure Marketplace. You agree to Microsoft's applicable billing terms and payment terms.

**10.3 Fee Calculation.** You acknowledge that:

(a) Connected Data Signals are counted as unique data points (OPC UA node identifiers) accessed through the Software during a Subscription Period;

(b) AI Tool Credits are consumed based on the type of MCP tool called, as set out in Schedule 1;

(c) the Software meters usage and records Connected Data Signals and AI Tool Credit consumption;

(d) unused capacity (Signals or Credits) does not roll over between Subscription Periods; and

(e) usage in excess of your subscribed capacity may be subject to overage charges or service restrictions, depending on your billing configuration.

**10.4 Billing Disputes.** Any dispute regarding billing must be raised within thirty (30) days of the disputed charge. You shall continue to pay undisputed amounts pending resolution of any dispute.

**10.5 Trial Period and Automatic Conversion.** If you subscribe to a trial:

(a) the trial period is thirty (30) days or as otherwise specified at the time of subscription;

(b) trial Subscriptions are limited in Connected Data Signals (1,000) and AI Tool Credits (1,000);

(c) no payment is required during the trial period;

(d) **AUTOMATIC CONVERSION TO PAID SUBSCRIPTION:** BY STARTING A FREE TRIAL, YOU EXPRESSLY AGREE THAT UPON EXPIRY OF THE TRIAL PERIOD, YOUR SUBSCRIPTION WILL AUTOMATICALLY CONVERT TO A PAID SUBSCRIPTION AT THE THEN-CURRENT PRICING UNLESS YOU CANCEL YOUR SUBSCRIPTION BEFORE THE TRIAL PERIOD ENDS;

(e) you will receive reminder notifications at seven (7), three (3), and one (1) day(s) before trial expiry;

(f) you may cancel your trial at any time before expiry through the Azure Marketplace without incurring any charges;

(g) upon automatic conversion, you will be billed at the Pro tier rate based on your configured Connected Data Signals and AI Tool Credits entitlements; and

(h) any plan changes or subscription adjustments after conversion will take effect at the start of the next billing cycle with no proration or refunds for the current cycle.

**10.6 Self-Service Subscription Management.** You acknowledge and agree that:

(a) subscription management, including upgrades, downgrades, and cancellations, is performed through the Microsoft Azure Marketplace portal;

(b) TruOptim does not process payments directly—all billing is handled by Microsoft Azure;

(c) you are responsible for managing your subscription and payment methods in Azure;

(d) password reset and account recovery is available through self-service tools accessible via the Software's user interface or MCP tools; and

(e) TruOptim may provide limited support actions via the Control Plane (such as discretionary trial extensions) at TruOptim's sole discretion, but is under no obligation to do so.

---

## PART G: INTELLECTUAL PROPERTY

### 11. OWNERSHIP

**11.1 TruOptim Ownership.** TruOptim and its licensors retain all right, title, and interest in and to:

(a) the Software, including all source code, object code, algorithms, and architecture;

(b) the Documentation;

(c) all Intellectual Property Rights in the Software and Documentation;

(d) any modifications, improvements, or derivative works of the Software (even if suggested by you); and

(e) all trade marks, service marks, trade names, and logos associated with TruOptim or the Software.

**11.2 No Transfer.** This Agreement does not transfer any ownership of Intellectual Property Rights to you. You receive only the limited license rights expressly granted herein.

**11.3 Feedback.** If you provide suggestions, ideas, or feedback regarding the Software ("**Feedback**"), you hereby grant TruOptim a perpetual, irrevocable, worldwide, royalty-free, fully paid-up license to use, reproduce, modify, and incorporate such Feedback into the Software without obligation to you.

---

## PART H: WARRANTIES AND DISCLAIMERS

### 12. LIMITED WARRANTY

**12.1 Limited Functionality Warranty.** TruOptim warrants that during the Subscription Period, the Software will perform substantially in accordance with the Documentation when used in accordance with this Agreement. This warranty shall not apply to:

(a) use of the Software other than in accordance with the Documentation;

(b) modifications to the Software made by anyone other than TruOptim;

(c) issues arising from your Azure infrastructure, network, or systems;

(d) issues arising from third-party software, AI Agents, or services; or

(e) trial or evaluation versions of the Software.

**12.2 Remedy.** Your sole and exclusive remedy, and TruOptim's sole and exclusive liability, for breach of the warranty in Section 12.1 shall be, at TruOptim's option: (a) correction of the defect; or (b) termination of your Subscription and refund of any prepaid fees for the remainder of the Subscription Period.

### 13. DISCLAIMER OF WARRANTIES

**13.1 AS-IS Basis.** EXCEPT FOR THE LIMITED WARRANTY IN SECTION 12.1, THE SOFTWARE IS PROVIDED "**AS IS**" AND "**AS AVAILABLE**" WITHOUT WARRANTY OF ANY KIND.

**13.2 Disclaimer.** TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TRUOPTIM EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO:

(a) **IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT**;

(b) **ANY WARRANTY THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, OR BE ERROR-FREE**;

(c) **ANY WARRANTY REGARDING THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY DATA, ANALYSIS, OR OUTPUT GENERATED THROUGH THE SOFTWARE OR BY AI AGENTS**;

(d) **ANY WARRANTY REGARDING THE SECURITY OF THE SOFTWARE OR YOUR DATA**;

(e) **ANY WARRANTY THAT THE SOFTWARE IS SUITABLE FOR USE WITH YOUR INDUSTRIAL CONTROL SYSTEMS**; and

(f) **ANY WARRANTY REGARDING THIRD-PARTY SOFTWARE, AI AGENTS, OR SERVICES USED IN CONNECTION WITH THE SOFTWARE**.

**13.3 No Warranty for AI Outputs.** WITHOUT LIMITING THE FOREGOING, TRUOPTIM MAKES NO WARRANTY REGARDING:

(a) THE ACCURACY, RELIABILITY, OR APPROPRIATENESS OF ANY OUTPUT, RECOMMENDATION, OR ANALYSIS PROVIDED BY AI AGENTS;

(b) THE SAFETY OR SUITABILITY OF ANY ACTIONS RECOMMENDED OR TAKEN BY AI AGENTS; OR

(c) THE BEHAVIOUR, PERFORMANCE, OR SECURITY OF ANY AI AGENT.

**13.4 Industrial Use.** YOU ACKNOWLEDGE THAT THE SOFTWARE IS NOT WARRANTED AS SUITABLE FOR ANY PARTICULAR INDUSTRIAL APPLICATION AND THAT YOU BEAR ALL RISK OF DETERMINING THE SOFTWARE'S SUITABILITY FOR YOUR INTENDED USE.

---

## PART I: LIMITATION OF LIABILITY

### 14. EXCLUSION OF CERTAIN DAMAGES

**14.1 Excluded Damages.** TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL TRUOPTIM, ITS AFFILIATES, OR ITS LICENSORS BE LIABLE FOR ANY:

(a) **INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES**;

(b) **LOSS OF PROFITS, REVENUE, BUSINESS, OR ANTICIPATED SAVINGS**;

(c) **LOSS OF GOODWILL OR REPUTATION**;

(d) **LOSS OF DATA OR DATA CORRUPTION**;

(e) **COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES**;

(f) **LOSS OF PRODUCTION OR PRODUCTION DISRUPTION**;

(g) **EQUIPMENT DAMAGE OR MALFUNCTION**;

(h) **PERSONAL INJURY OR DEATH** (except to the extent caused by TruOptim's negligence);

(i) **ENVIRONMENTAL DAMAGE OR CONTAMINATION**;

(j) **REGULATORY FINES OR PENALTIES**;

(k) **THIRD-PARTY CLAIMS**; or

(l) **ANY OTHER LOSS OR DAMAGE**,

ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SOFTWARE, OR AI AGENTS, EVEN IF TRUOPTIM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE LEGAL THEORY (WHETHER CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE).

### 15. LIABILITY CAP

**15.1 Maximum Liability.** TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TRUOPTIM'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL NOT EXCEED THE GREATER OF:

(a) THE TOTAL SUBSCRIPTION FEES ACTUALLY PAID BY YOU TO TRUOPTIM IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM; OR

(b) ONE THOUSAND POUNDS STERLING (£1,000).

**15.2 Basis of Bargain.** THE LIMITATIONS IN THIS PART I REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES AND ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THEM. THE SOFTWARE WOULD NOT BE PROVIDED WITHOUT THESE LIMITATIONS.

### 16. EXCLUSIONS

**16.1 Non-Excludable Rights.** Nothing in this Agreement shall limit or exclude:

(a) liability for fraud or fraudulent misrepresentation;

(b) liability for death or personal injury caused by negligence;

(c) any liability which cannot be limited or excluded by applicable law; or

(d) your payment obligations under this Agreement.

**16.2 Consumer Rights.** If and to the extent that any provisions of the Consumer Rights Act 2015 apply to this Agreement, nothing in this Agreement shall limit your statutory rights as a consumer.

---

## PART J: INDEMNIFICATION

### 17. YOUR INDEMNIFICATION OBLIGATIONS

**17.1 Indemnification.** You shall defend, indemnify, and hold harmless TruOptim, its affiliates, and their respective directors, officers, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

(a) your use or misuse of the Software;

(b) your breach of this Agreement;

(c) your violation of applicable laws or regulations;

(d) your Customer Data or the processing thereof;

(e) any actions taken by AI Agents at your direction or through your configuration;

(f) any write operations to your Industrial Control Systems;

(g) any damage to equipment, property, or persons arising from your use of the Software;

(h) any claims by your employees, contractors, or third parties relating to your use of the Software;

(i) your misconfiguration of access controls, permissions, or security settings;

(j) your failure to implement appropriate safety measures, human oversight, or independent safety systems; or

(k) any assertion that your use of the Software infringes any third-party rights.

---

## PART K: TERM AND TERMINATION

### 18. TERM

**18.1 Subscription Period.** This Agreement shall commence on the Effective Date and continue for the initial Subscription Period specified in your Azure Marketplace subscription, automatically renewing for successive periods unless terminated in accordance with this Section.

### 19. TERMINATION

**19.1 Termination for Convenience.** You may terminate your Subscription at any time by cancelling through the Azure Marketplace. Cancellation will take effect at the end of your current Subscription Period.

**19.2 Termination for Breach.** Either party may terminate this Agreement immediately upon written notice if the other party:

(a) commits a material breach of this Agreement and fails to remedy such breach within thirty (30) days of receiving written notice; or

(b) becomes insolvent, goes into liquidation, or has a receiver or administrator appointed.

**19.3 Termination by TruOptim.** TruOptim may terminate this Agreement immediately if:

(a) you fail to pay any amounts due within thirty (30) days of the due date;

(b) you use the Software in a manner that violates applicable law;

(c) continued performance would expose TruOptim to material legal liability; or

(d) Microsoft terminates TruOptim's ability to publish on the Azure Marketplace.

### 20. EFFECTS OF TERMINATION

**20.1 Upon Termination.** Upon termination or expiration of this Agreement:

(a) your license to use the Software shall immediately terminate;

(b) you shall cease all use of the Software;

(c) you shall delete or destroy all copies of the Software and Documentation in your possession;

(d) you shall export any Customer Data you wish to retain before the Software is decommissioned;

(e) any accrued rights and remedies shall survive; and

(f) provisions of this Agreement which by their nature should survive shall continue in effect.

**20.2 Data Retention.** Following termination, TruOptim has no obligation to maintain any Customer Data. You are responsible for exporting Customer Data prior to termination.

**20.3 No Refunds.** Except as expressly set out in Section 12.2, Subscription Fees are non-refundable upon termination.

---

## PART L: GENERAL PROVISIONS

### 21. CONFIDENTIALITY

**21.1 Obligations.** Each party shall keep confidential all Confidential Information of the other party and shall not use or disclose such information except as necessary to exercise its rights or perform its obligations under this Agreement.

**21.2 Exceptions.** Confidential Information does not include information that:

(a) is or becomes publicly available through no fault of the receiving party;

(b) was rightfully in the receiving party's possession prior to disclosure;

(c) is independently developed without use of Confidential Information; or

(d) is rightfully obtained from a third party without restriction.

**21.3 Required Disclosure.** A party may disclose Confidential Information if required by law, regulation, or court order, provided that the party gives the other party prompt notice (where permitted) and cooperates in seeking protective measures.

### 22. FORCE MAJEURE

**22.1 Excuse.** Neither party shall be liable for any failure or delay in performing its obligations (other than payment obligations) where such failure or delay results from Force Majeure.

**22.2 Definition.** "**Force Majeure**" means any event beyond a party's reasonable control, including acts of God, natural disasters, war, terrorism, riots, embargoes, labour disputes, government action, power failures, internet outages, pandemics, **or the unavailability, outage, or service degradation of third-party AI providers (including Anthropic, OpenAI, Microsoft, or any other AI Agent provider) that prevents normal operation of the Software's AI connectivity features**.

**22.3 Termination.** If a Force Majeure event continues for more than sixty (60) days, either party may terminate this Agreement upon written notice.

### 23. ASSIGNMENT

**23.1 Restrictions.** You may not assign or transfer this Agreement or any rights or obligations hereunder without TruOptim's prior written consent. Any attempted assignment in violation of this Section shall be void.

**23.2 TruOptim Assignment.** TruOptim may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of assets without your consent.

### 24. NOTICES

**24.1 Delivery.** All notices under this Agreement shall be in writing and delivered by email or registered post to the addresses specified in the applicable Order Form or subscription details.

**24.2 Effectiveness.** Notices shall be deemed received upon actual receipt or, if sent by email, upon confirmation of delivery.

### 25. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The parties shall negotiate in good faith to replace any invalid provision with a valid provision having similar effect.

### 26. WAIVER

No failure or delay by either party in exercising any right or remedy shall constitute a waiver thereof. A waiver of any right or remedy must be in writing and signed by the waiving party.

### 27. ENTIRE AGREEMENT

**27.1 Complete Agreement.** This Agreement, together with any Order Forms, schedules, and the Documentation, constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior agreements, understandings, negotiations, and discussions.

**27.2 Amendments.** TruOptim may update this Agreement from time to time. We will provide notice of material changes at least thirty (30) days before they take effect. Your continued use of the Software after such changes constitutes acceptance.

**27.3 Conflict.** In the event of conflict between this Agreement and any Order Form, the Order Form shall prevail to the extent of the conflict.

### 28. THIRD-PARTY RIGHTS

A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

### 29. GOVERNING LAW AND JURISDICTION

**29.1 Governing Law.** This Agreement and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the laws of England and Wales.

**29.2 Jurisdiction.** The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales for the resolution of any dispute arising out of or in connection with this Agreement.

**29.3 International Use.** If you use the Software outside the United Kingdom, you are responsible for compliance with applicable local laws.

### 30. ACKNOWLEDGEMENT

**BY SUBSCRIBING TO OR USING THE SOFTWARE, YOU ACKNOWLEDGE THAT:**

(a) **YOU HAVE READ AND UNDERSTOOD THIS AGREEMENT**;

(b) **YOU AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT**;

(c) **YOU UNDERSTAND AND ACCEPT THE RISKS ASSOCIATED WITH USING AI AGENTS IN CONNECTION WITH INDUSTRIAL CONTROL SYSTEMS**;

(d) **YOU ACCEPT SOLE RESPONSIBILITY FOR CONFIGURING APPROPRIATE ACCESS CONTROLS, SAFETY MEASURES, AND HUMAN OVERSIGHT**;

(e) **YOU AGREE THAT TRUOPTIM SHALL HAVE NO LIABILITY FOR ACTIONS TAKEN BY AI AGENTS, CONSEQUENCES OF WRITE OPERATIONS, OR INDUSTRIAL INCIDENTS RELATED TO YOUR USE OF THE SOFTWARE**; and

(f) **YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF YOUR ORGANISATION**.

---

## PART M: ADDITIONAL LEGAL PROVISIONS (ADR 068)

### 31. AI AGENT NON-RELIANCE CLAUSE

**31.1 AI Output Non-Modification.** AI Agent output shall never be deemed to modify this Agreement, constitute a waiver of TruOptim's rights, or create any binding obligation on TruOptim. In the event of a conflict between an AI Agent's output and the Documentation or this Agreement, the Documentation and this Agreement shall prevail.

**31.2 No Agency.** AI Agents are not agents of TruOptim. Any statements, recommendations, or actions by AI Agents do not represent the views, commitments, or obligations of TruOptim.

**31.3 Moffatt v. Air Canada Acknowledgement.** You acknowledge that legal precedent (including *Moffatt v. Air Canada*, 2024) has established that companies may be liable for AI chatbot misrepresentations. TruOptim expressly disclaims responsibility for any AI Agent output, and this Agreement constitutes the entire understanding between the parties, superseding any AI Agent communications.

### 32. PREVIEW AND BETA FEATURES

**32.1 Beta Features.** Certain features of the Software may be designated as "Beta," "Preview," "Early Access," or similar. Such features are provided "as-is" without any warranty whatsoever, and TruOptim's liability for Beta features is limited to zero (£0).

**32.2 Beta Participation.** Your use of Beta features constitutes acceptance of enhanced risk and reduced warranty protection. You agree to provide feedback on Beta features and understand they may be modified or discontinued without notice.

**32.3 Beta Addendum.** If you enter into a separate Beta Agreement with TruOptim, the terms of that agreement shall govern your use of Beta features and shall take precedence over this Section 32 to the extent of any conflict.

### 33. NEUTRAL CONDUIT AND COMMUNICATION TOOL STATUS

**33.1 Communication Conduit.** You acknowledge and agree that the Software functions as a **communication conduit** (analogous to a network cable, telephone system, or cloud infrastructure) between AI Agents and your Industrial Control Systems. TruOptim:

(a) does not generate, create, or determine the content of commands sent through the Software;

(b) does not make decisions about what actions to take on your Industrial Control Systems;

(c) provides you with comprehensive tools to control, restrict, monitor, and audit all communications;

(d) requires explicit permission grants before enabling any write or execute capabilities; and

(e) has no control over how you choose to configure or use the Software.

**33.2 Customer Control.** The Software provides you with:

(a) **Role-Based Access Control (RBAC)** to restrict which users and AI Agents can perform which operations on which data sources;

(b) **Risk Assessment Workflows** that require explicit acknowledgement before enabling write or execute permissions;

(c) **Comprehensive Audit Logging** of all permission grants, risk assessments, and tool invocations;

(d) **Zero-Permission Default** for new installations, requiring deliberate permission grants; and

(e) **Source-Level Permission Caps** that enforce maximum permission levels per data source.

**33.3 Liability Shift.** By virtue of the extensive controls provided and the explicit acknowledgements required, you accept that:

(a) TruOptim's role is limited to providing a secure, controllable communication tool;

(b) you bear full responsibility for how you configure and use that tool;

(c) TruOptim shall have no liability for consequences arising from your configuration choices or the actions of users you have authorised; and

(d) the existence of extensive controls and required acknowledgements constitutes evidence that you had the ability and opportunity to prevent any harm that occurred.

### 34. RISK ASSESSMENT AND ACCEPTANCE

**34.1 Facilitated Risk Assessment.** The Software provides risk assessment workflows for all permission elevations that enable write or execute operations on Industrial Control Systems. These workflows require administrators to:

(a) classify the equipment being accessed (non-critical, process, utility, safety-related, or safety-instrumented);

(b) confirm the presence or absence of independent safety systems;

(c) assess potential consequences of incorrect operations;

(d) confirm user authorization per company policy; and

(e) provide business justification for the permission grant.

**34.2 Acknowledgement Requirements.** Before granting write or execute permissions, administrators must explicitly acknowledge that:

(a) the risk assessment responses are accurate and complete;

(b) appropriate safeguards are in place;

(c) the customer organization accepts full responsibility for consequences of commands sent via the permission grant; and

(d) TruOptim is a communication tool only and does not validate or guarantee command safety.

**34.3 Risk Acceptance.** By completing a risk assessment and granting write or execute permissions, Customer:

(a) certifies the accuracy of the risk assessment responses provided;

(b) accepts full responsibility for the consequences of commands issued under that permission grant;

(c) acknowledges that TruOptim has no control over how permissions are used once granted;

(d) waives any claim against TruOptim arising from actions taken by permitted users or AI Agents; and

(e) agrees that the business justification provided represents an accurate statement of Customer's authorization decision.

**34.4 Audit Trail Evidence.** The Software's audit logs of risk assessments and permission grants shall constitute conclusive evidence of Customer's acceptance of risk in any dispute.

### 35. INDEPENDENT SAFETY SYSTEMS

**35.1 Safety System Representation.** You represent and warrant that any Industrial Control System where AI Agent write operations could affect safety-critical processes shall be protected by independent safety systems (such as safety PLCs, safety interlocks, or safety instrumented functions) that operate independently of this Software.

**35.2 Configuration Requirement.** Where such independent safety systems are not present, you shall configure the Software to deny write permissions for those data sources.

**35.3 No Safety Certification.** THE SOFTWARE IS NOT A SAFETY SYSTEM AND IS NOT CERTIFIED FOR USE IN ANY SAFETY-RELATED APPLICATION. You acknowledge that appropriate safety measures must be implemented through independent, certified safety systems, and that the Software is not a substitute for such systems.

### 36. EU AI ACT COMPLIANCE STATEMENT

**36.1 Product Classification.** TruOptim Industrial AI Gateway is a communication interface (gateway) that connects third-party AI systems to industrial data sources via the Model Context Protocol (MCP). It does not itself constitute an "AI system" under Article 3(1) of Regulation (EU) 2024/1689 (the "EU AI Act").

**36.2 Third-Party AI Systems.** The AI Agents (such as Claude, Microsoft Copilot, ChatGPT) that connect via the Software are third-party AI systems. The providers of those AI systems (Anthropic, Microsoft, OpenAI) are responsible for compliance with their respective obligations under the EU AI Act.

**36.3 Customer Responsibilities.** If you are a "deployer" of AI systems within the meaning of the EU AI Act and use AI Agents in connection with critical infrastructure or high-risk applications, you may have obligations under Article 26 of the EU AI Act. TruOptim provides this Software as a tool to assist with your compliance, but you are responsible for determining and fulfilling your own regulatory obligations.

**36.4 Transparency.** In accordance with Article 52 of the EU AI Act, you acknowledge that your users and employees should be informed when they are interacting with AI systems via this Software.

### 37. DISPUTE RESOLUTION

**37.1 Escalation Procedure.** Before initiating any legal proceedings, the parties agree to attempt to resolve disputes through the following escalation procedure:

(a) **Informal Resolution**: Direct communication between the parties' designated representatives for a period of thirty (30) days;

(b) **Executive Escalation**: If informal resolution fails, escalation to senior executives of each party for a further thirty (30) days; and

(c) **Mediation**: If executive escalation fails, non-binding mediation with a mutually agreed mediator before proceeding to litigation.

**37.2 Continued Performance.** During any dispute resolution process, both parties shall continue to perform their obligations under this Agreement.

### 38. CLASS ACTION WAIVER (US CUSTOMERS)

**38.1 Individual Claims Only.** If you are located in or using the Software from the United States, you agree that any dispute arising under or in connection with this Agreement shall be resolved on an individual basis only. **YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR ANY OTHER REPRESENTATIVE PROCEEDING.**

**38.2 No Consolidation.** No claim or dispute may be consolidated with claims or disputes of any other party unless all parties expressly agree in writing.

**38.3 Opt-Out.** You may opt out of this class action waiver by providing written notice to legal@truoptim.com within thirty (30) days of first subscribing to the Software. If you opt out, you agree to submit to the exclusive jurisdiction of the courts of England and Wales for all disputes.

### 39. CONTROL PLANE AND USAGE REPORTING (ADR 070)

**39.1 Phone-Home Functionality.** You acknowledge and agree that the Software includes Control Plane functionality that periodically transmits usage and health data ("Phone-Home Data") to TruOptim for the following purposes:

(a) **Usage Metering**: Reporting AI Tool Credit consumption and Connected Data Signal counts for billing purposes;

(b) **Health Monitoring**: Transmitting gateway health status, uptime, and error diagnostics;

(c) **Trial Management**: Tracking trial period status and expiration; and

(d) **Feature Entitlements**: Synchronising subscription entitlements and feature flags.

**39.2 Phone-Home Data Contents.** Phone-Home Data includes:

(a) Subscription and gateway identifiers;
(b) Software version and configuration;
(c) Aggregated usage metrics (signals count, credits consumed);
(d) Health status and error messages; and
(e) Edge gateway connection status.

**39.3 No Customer Data Transmission.** Phone-Home Data does NOT include Customer Data, industrial process values, OPC UA node values, or AI Agent conversations. Your operational data remains within your Azure tenant.

**39.4 Frequency.** Phone-Home transmissions occur approximately every five (5) minutes when the gateway is online.

### 40. DEMO SANDBOX AND SIMULATED DATA (ADR 083)

**40.1 Demo Sandbox Feature.** The Software includes an optional Demo Sandbox feature that deploys simulated OPC UA servers into your Azure tenant to enable evaluation without connecting to production Industrial Control Systems.

**40.2 Demo Sandbox Acknowledgements.** You acknowledge and agree that:

(a) Demo Sandbox OPC UA servers generate **synthetic, simulated data** that does not represent real industrial processes;

(b) Demo Sandbox data is for **evaluation and training purposes only** and should not be relied upon for operational decisions;

(c) The Demo Sandbox virtual machine runs in **your Azure tenant** and you are responsible for associated Azure compute costs;

(d) Demo Sandbox infrastructure may be deallocated to reduce costs when not in use; and

(e) TruOptim provides no warranty regarding the accuracy, realism, or completeness of simulated process data.

**40.3 Demo Server Disclaimer.** The OPC UA demo servers simulate various industrial processes (including but not limited to: offshore platforms, chemical reactors, assembly lines, compressor stations, bottling lines, and wastewater treatment plants). These simulations are based on generic industry models and:

(a) Do NOT represent any specific real-world facility;
(b) Are NOT validated against actual plant data;
(c) Should NOT be used for process design, safety analysis, or regulatory compliance; and
(d) Are provided solely to demonstrate the Software's capabilities.

**40.4 Industry Selection.** When starting a trial with Demo Sandbox enabled, you select an industry category (e.g., Oil & Gas, Chemicals, Manufacturing). The demo servers pre-selected for your industry are based on typical equipment configurations and do not represent a complete or optimal plant design.

### 41. ROI CALCULATOR DISCLAIMER (ADR 070)

**41.1 Estimates Only.** The ROI Calculator feature provides **estimates only** based on industry benchmarks and the parameters you input. ROI projections:

(a) Are NOT guarantees of actual savings or returns;
(b) Are based on generalised industry data that may not apply to your specific situation;
(c) Depend on assumptions about implementation, usage patterns, and process improvements; and
(d) Should be validated against your own financial analysis before making purchasing decisions.

**41.2 No Reliance.** You should NOT rely solely on ROI Calculator estimates when making business decisions. TruOptim makes no representation or warranty regarding the accuracy of any ROI projection, and actual results may vary significantly from estimates.

### 42. SELF-SERVICE SUPPORT MODEL (ADR 089)

**42.1 AI-First Support.** TruOptim operates an AI-first support model. You acknowledge and agree that:

(a) **Primary Support Channel**: Your primary means of obtaining support is through AI Agents (such as Claude, Microsoft Copilot, ChatGPT) connected to the Software via MCP;

(b) **Self-Service Tools**: The Software provides comprehensive self-service MCP tools including:
- `support_get_docs` for accessing documentation and troubleshooting guides
- `support_explain_error` for understanding error codes and suggested resolutions
- `support_get_system_overview` for system health and configuration status
- `support_view_my_feedback` for tracking submitted feedback and responses
- `support_get_notifications` for proactive alerts and suggestions

(c) **AI Resolution Capability**: AI Agents have access to TruOptim's knowledge base, documentation, and operational playbooks, enabling them to resolve the majority of support queries autonomously;

(d) **No Guaranteed Human Support**: TruOptim does not guarantee access to human support representatives for Pro tier subscriptions. Human support is reserved for Enterprise tier customers or provided at TruOptim's sole discretion.

**42.2 Human Support Limitations.** For Pro tier subscriptions:

(a) Human support is provided on a **best-efforts basis only** with no service level agreement;

(b) Response times are not guaranteed and may vary based on issue complexity and TruOptim's operational capacity;

(c) Support requests may be addressed through AI-assisted responses, knowledge base updates, or product improvements rather than direct human interaction;

(d) TruOptim reserves the right to decline support requests that are outside the scope of the Software's intended use or that relate to third-party systems, AI Agents, or customer infrastructure.

**42.3 Support Scope.** Support is limited to:

(a) Issues directly related to the Software's functionality as documented;

(b) Configuration guidance for Software features;

(c) Clarification of Documentation; and

(d) Bug reports and feature requests (subject to Section 42.5).

**42.4 Out-of-Scope Items.** The following are explicitly **NOT** included in support:

(a) Third-party AI Agent behaviour, outputs, or errors;

(b) Customer network, infrastructure, or Azure configuration issues;

(c) OPC UA server configuration or troubleshooting;

(d) Custom development, integration, or consulting services;

(e) Training beyond available Documentation; and

(f) Issues arising from use contrary to Documentation or this Agreement.

**42.5 Feedback and Communication System.** The Software includes a feedback submission system (`support_submit_feedback`) for bug reports, feature requests, questions, and general feedback:

(a) **Submission**: Feedback may be submitted through the AI Agent MCP tools or product roadmap portal (`support_view_roadmap`);

(b) **Response Mechanism**: TruOptim may, at its sole discretion, provide responses to feedback submissions. Where TruOptim elects to respond, responses will be delivered via the `support_view_my_feedback` MCP tool accessible through AI Agents;

(c) **Best Efforts, No SLA**: TruOptim will use reasonable best efforts to review and respond to feedback within **forty-eight (48) hours** of submission. This is an **internal target only** and does NOT constitute a service level agreement, guarantee, or contractual commitment. TruOptim shall have no liability for delayed or absent responses;

(d) **No Obligation to Implement**: TruOptim is under no obligation to implement, acknowledge, or respond to any feedback, feature request, or suggestion;

(e) **Feedback License**: Any feedback, suggestions, or ideas you submit may be used by TruOptim for any purpose, including incorporation into the Software, without attribution or compensation, as further described in Section 11.3 (Feedback License);

(f) **Privacy and Automatic Sanitization**: All feedback submissions are automatically sanitized before transmission to TruOptim. The following sensitive data patterns are automatically redacted: IP addresses, OPC UA node IDs, hostnames, file paths, and numeric sensor values. This sanitization cannot be disabled and ensures no accidental data leakage even if you inadvertently include sensitive information in your description. No telemetry, logs, or industrial data beyond your description is transmitted;

(g) **All-User Access (ADR 107)**: When feedback submission is enabled by an administrator (via the Account page toggle or `FEEDBACK_ENABLED` environment variable), all users may submit feedback. Privacy protection is achieved through automatic sanitization rather than access restriction, enabling meaningful support access for all users while preventing data leakage;

(h) **Administrator Control**: Feedback submission is disabled by default. Only administrators may enable or disable feedback submission for the deployment. This administrative control does not restrict which users may submit feedback once enabled—all users have access when the feature is active.

**42.6 Trial Period Notifications.** During the trial period:

(a) You will receive reminder notifications at **seven (7), three (3), and one (1) day(s)** before trial expiration;

(b) Notifications will be delivered via the `support_get_notifications` MCP tool and may also appear in the Software's user interface;

(c) It is your responsibility to monitor these notifications and take action before trial expiration if you do not wish your subscription to auto-convert to a paid plan.

**42.7 Proactive AI Suggestions.** The Software may provide proactive notifications through the `support_get_notifications` MCP tool regarding:

(a) Trial expiration and subscription status;

(b) Usage thresholds (credit and signal consumption);

(c) System health issues (edge connectivity, source health);

(d) Configuration recommendations; and

(e) Security advisories.

You acknowledge that these notifications are provided as a convenience and that TruOptim is not liable for any consequences arising from missed or delayed notifications.

---

## SCHEDULE 1: BILLING DEFINITIONS AND METRICS

### S1.1 AI Tool Credits

AI Tool Credits are consumed when AI Agents call MCP tools via the Software. Credit consumption is based on the type of operation:

| Tool Category | Credit Cost | Examples |
|---------------|-------------|----------|
| See (Read-only) | 1 credit | list_sites, list_sources_for_site, browse_nodes, read_value |
| Think (Analysis) | 3 credits | read_batch, history_raw, history_aggregate, analyze_data |
| Do (Write/Execute) | 5 credits | write_value, write_batch, call_method |
| Admin | 0 credits | connect_source, support_set_latency_budgets |
| Support | 0 credits | support_get_docs, support_explain_error |

### S1.2 Connected Data Signals

Connected Data Signals are unique data points accessed through the Software during a Subscription Period, identified by their canonical identity (OPC UA source URL and node identifier). Each unique data point is counted once regardless of how many times it is accessed.

### S1.3 Enforcement Modes

Your Subscription may be configured with the following enforcement modes:

- **Monitor Only**: Usage is metered and reported but not restricted
- **Hard Stop**: Usage is blocked when limits are exceeded
- **True-Up**: Usage continues with commercial true-up at period end

### S1.4 Subscription Tiers

| Tier | Signals | Credits | Description |
|------|---------|---------|-------------|
| Trial | 1,000 | 1,000 | 30-day evaluation (free) |
| Pro (Starter) | 1,000 | 15,000 | Entry-level production |
| Pro (Custom) | Up to 100,000 | Up to 200,000 | Calculator-based pricing |
| Enterprise | Custom | Custom | Contact sales |

---

## SCHEDULE 2: SECURITY AND COMPLIANCE

### S2.1 Security Standards

The Software is developed in accordance with the following security standards and frameworks:

- **IEC 62443-4-1**: Secure Product Development Lifecycle
- **IEC 62443-3-3**: System Security Requirements
- **NIST Cybersecurity Framework**
- **NIST SP 800-218** (Secure Software Development Framework)
- **OWASP ASVS** (Application Security Verification Standard)
- **SLSA** (Supply-chain Levels for Software Artifacts)

### S2.2 Customer Security Responsibilities

You are responsible for:

- Configuring RBAC roles and permissions appropriately
- Securing Edge Gateway deployments and networks
- Implementing OPC UA server security measures
- Managing authentication credentials securely
- Monitoring access logs and security events
- Implementing appropriate network segmentation
- Maintaining security patches on your infrastructure

### S2.3 Encryption

- **Data in Transit**: TLS 1.3 for WebSocket and HTTPS communications
- **Data at Rest**: AES-256-GCM encryption for sensitive configuration
- **OPC UA Security**: Basic256Sha256_SignAndEncrypt security policy

---

## SCHEDULE 3: THIRD-PARTY SOFTWARE

### S3.1 Open Source Components

The Software incorporates third-party open source software components. A complete list of these components, their licenses, and attribution notices is provided in the Third-Party Notices document available at:

- **In-product**: docs/legal/THIRD-PARTY-NOTICES.md
- **Online**: [TruOptim Documentation Portal]

### S3.2 License Categories

The open source components used in the Software fall into the following license categories:

| License Type | Copyleft | Your Obligations |
|--------------|----------|------------------|
| MIT | No | Attribution only |
| BSD-2-Clause | No | Attribution only |
| BSD-3-Clause | No | Attribution, no endorsement |
| Apache-2.0 | No | Attribution, preserve notices |
| LGPL-3.0 | Weak | Attribution, source access, replaceability |
| PSF | No | Attribution only |

### S3.3 LGPL-3.0 Licensed Components

The Software uses the following component under the GNU Lesser General Public License v3.0:

**asyncua** (OPC UA client/server library)
- Source: https://github.com/FreeOpcUa/opcua-asyncio
- License: LGPL-3.0-only

In accordance with LGPL-3.0, you have the following rights:

(a) **Source Code Access**: The complete source code for asyncua is available at the GitHub repository linked above and via PyPI.

(b) **Library Replacement**: You may replace the asyncua library with a modified version or compatible alternative. Since it is dynamically linked as a Python package, you can install your preferred version via pip or by building a custom container image.

(c) **No Proprietary Code Disclosure**: Your use of the Software does NOT require you to disclose your own proprietary code, configurations, or Customer Data.

### S3.4 Written Offer for Source Code

In accordance with LGPL-3.0 Section 6, TruOptim Solutions Ltd. offers to provide, upon written request, a complete machine-readable copy of the source code for any LGPL-licensed component. This offer is valid for three (3) years from the date of your subscription.

To request source code, contact: legal@truoptim.com

### S3.5 No Modification of Third-Party Licenses

Nothing in this Agreement restricts, limits, or otherwise affects any rights you have under any applicable open source license. The terms of each open source license apply to the respective component.

### S3.6 Third-Party License Conflicts

In the event of any conflict between this Agreement and the license terms of a third-party open source component:

(a) With respect to that specific component, the open source license terms shall prevail.

(b) With respect to the proprietary portions of the Software, this Agreement shall prevail.

### S3.7 Software Bill of Materials

TruOptim maintains a Software Bill of Materials (SBOM) in SPDX format that lists all software components, including version information and licenses. The SBOM is available upon request and is updated with each release.

### S3.8 No GPL/AGPL Components

The Software does NOT incorporate any components under the GNU General Public License (GPL) or GNU Affero General Public License (AGPL) in a manner that would require disclosure of proprietary source code.

---

**Copyright © 2025-present TruOptim Solutions Ltd. All rights reserved.**

TruOptim Industrial AI Gateway is a trademark of TruOptim Solutions Ltd.

---

*Last Updated: December 2025*

*Version 1.1 adds Sections 39-41 for Control Plane, Demo Sandbox, and ROI Calculator.*

*Version 1.2 adds Section 42 for Self-Service Support Model (ADR 089).*