Enterprise Software License Agreement

Last Updated: July 24, 2025

This Software License Agreement (this “Agreement“) is a legal agreement between the entity by whom you are employed, or whom you represent (“Customer“), and TDengine, regarding the use of the TDengine software identified in a “Sales Order” (defined below) to this Agreement, and TDengine’s provision of related services for the software.

1. Definitions

1. “Affiliate” means an entity that controls, is controlled by or is under common control with a party, where “control” means ownership of 50% or more of the shares, equity interest or other securities entitled to vote for election of directors or other managing authority.

2. “Confidential Information” means all information agreed in writing by both Parties to be confidential or clearly identified as confidential by the disclosing Party at the time of disclosure. The Sales Order(s) and the pricing thereof are the Confidential Information of both Parties. All technology and specifications relating to our Products and/or Services are the Confidential Information of TDengine. Notwithstanding the foregoing, “Confidential Information” shall not include information that: (i) is or becomes a part of the public domain through no act or omission of the other Party; (ii) was in the other Party’s lawful possession prior to the disclosure and had not been obtained by the other Party either directly or indirectly from the disclosing Party; (iii) is lawfully disclosed to the other Party by a third party without restriction on the disclosure; or (iv) is independently developed by the other Party, without reference to the disclosing Party’s Confidential Information.

3. “Documentation” refers to the user manual, the user guide, the reference documents and other similar materials for our Products and/or Services. You may access the documentation online at https://docs.tdengine.com/. TDengine reserves the right to update the Documentation from time to time, and the latest version online shall govern.

4. “Company” (referred to as either “the Company”, “We”, “Us” or “Our” in this Agreement) refers to Taos Technology LLC, 15732 Los Gatos Blvd, Suite 135, Los Gatos, CA 95032.

5. “Law” means any statute, law or ordinance in any jurisdiction, or any rule or regulation of any governmental body.

6. “Sales Order” means an ordering document for your purchases of our Products and/or Services provided by TDengine.

7. “Products” means TDengine TSDB-Enterprise and/or TDengine IDMP-Enterprise. For clarity, for the purpose of this Agreement, Products do not include TDengine Cloud, and any subscription to our Products may come with technical support in accordance with the applicable Sales Order and Schedule(s).

8. “Services” means consulting service, training service, advisory service, performance testing service, deployment and support service, data backup and recovery service and others that you purchase from TDengine in relation to our Products. For the avoid of doubt, we will only provide the Services in which deployment of TDengine TSDB-Enterprise and/or TDengine IDMP-Enterprise is essential during a valid TDengine TSDB-Enterprise and/or TDengine IDMP-Enterprise subscription period.

2. Rights to Use Software

1. Copying, Installation and Operation. TDengine hereby grants Customer the following non-exclusive, non-transferable, worldwide licenses, without right to sub-license, for the License Term, and subject to the Scope Limitations and the provisions of this Agreement, to: (a) reproduce the Software to the extent permitted within the Scope Limitations; (b) to distribute such copies to and install them on computers owned by Customer or under its control; (c) to run the Software on the computers described in Section 2.1(b) above; and (d) to reproduce copies of the Documentation to the extent reasonably necessary for Users to use the Software, and to distribute and display such copies internally within Customer to Users.

2. Reservations. All rights to the Software, Documentation and all related and other Intellectual Property Rights of TDengine not expressly granted to Customer are reserved to TDengine. Customers may not make the Software or Documentation available to any third parties as part of any rental, leasing, time-sharing, ASP, SaaS, or service bureau arrangement. Except to the extent otherwise specified in the Sales Order, Customer may use the Software and Documentation only for its internal business purposes.

3. Proprietary Rights; Reverse Engineering. As between TDengine and Customer, TDengine will own all Intellectual Property Rights in or to the Software and Documentation, and any derivative works of or improvements or enhancements to any of the foregoing created or developed by or on behalf of TDengine, or created or developed by or on behalf of Customer in violation of any of TDengine’s Intellectual Property Rights. Customer acknowledges that the Software (including its structure, organization and code) and the Documentation constitute trade secrets and are the valuable property of TDengine. Customer will not remove, obscure or alter any notice of copyright, patent, trade secret, trademark or other proprietary right or disclaimer appearing in or on any Software or Documentation. Except to the extent (if any) permitted by applicable law or required by TDengine’s licensors, Customer will not decompile, or create or attempt to create, by reverse engineering or otherwise, the source code from the executable code supplied under this Agreement or use it to create a derivative work.

3. Delivery of Software

1. Software Delivery. If the Software is licensed for on premise use, TDengine will transmit the software installation package and a uniquely valid activation code to the authorized recipient email address designated by the Customer, on or before the delivery date, as specified in the applicable Sales Order, or as otherwise agreed to by the Parties and confirmed in writing. For purposes of this Agreement, the delivery date for the Software will be the first to occur on the date on which TDengine notifies Customer that the email is sent.

   If the Software is licensed for use in an environment operated by or on behalf of TDengine, then TDengine will make the Software available to Customer within such environment.

2. Related Services. The Support Program throughout the License Term will be implemented in accordance with the Sales Order.

4. Fees

1. All fees payable to TDengine are due within thirty (30) days from the invoice date.

2. You agree to reimburse TDengine for any sales, value-added or other similar taxes imposed by applicable Law that TDengine must pay based on our Products and/or Services you order (excluding, for the avoidance of doubt, taxes based on TDengine’s income). If TDengine has the legal obligation to pay or collect taxes for which you are responsible under this Section 3, TDengine will invoice you and you will pay that amount to TDengine. Taxes will not be deducted from payments to TDengine, except as required by applicable Law, in which case you will increase the amount payable as necessary so that, after making all required deductions and withholdings, TDengine receives and retains an amount equal to the amount it would have received had no such deductions or withholdings been made. Upon TDengine’s request, you will provide to TDengine your proof of withholding tax remittance to the respective taxing authority. Also, you will reimburse TDengine for reasonable expenses related to providing the Products and/or Services, such as the transaction fees charged by banks in the process of your payment to TDengine. Except as otherwise expressly provided herein, all fees and expenses paid to TDengine are non-refundable.

5. Representations & Warranties; Disclaimers

1. Each Party warrants that it has the authority and right to enter into This Agreement and the Sales Order and that This Agreement and the Sales Order(s) constitute valid and binding agreements between the Parties.

2. TDengine warrants that our Products will operate in substantial conformity with the applicable documentation. If TDengine is unable to correct any reported nonconformity with this warranty within reasonable time, you may terminate This Agreement and the Sales Order(s) and, as your sole remedy, you will be entitled to receive a refund of any prepaid fees covering the remainder of the term after the termination date. This warranty will not apply if the error or non-conformance was caused by misuse of our Products, any modifications to our Products other than TDengine, or third-party hardware, software, or services used in connection with our Products.

3. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 9.1, (a) OUR PRODUCTS AND THEIR FUNCTIONALITY ARE PROVIDED ON AN “AS IS” AND “AS-AVAILABLE” BASIS. TDENGINE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY AND NON-INFRINGEMENT OF THIRD PARTY’S RIGHTS, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY TDENGINE OR ITS REPRESENTATIVES SHALL BE DEEMED TO CREATE A WARRANTY AND (b) NEITHER TDENGINE NOR ITS REPRESENTATIVES REPRESENT OR WARRANT THAT OUR PRODUCTS WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, ACCURATE OR COMPLETE, THAT OUR PRODUCTS WILL COMPLY WITH ANY PARTICULAR REGULATORY REQUIREMENTS OR THAT TDENGINE WILL CORRECT ANY PARTICULAR BUGS OR ERRORS. YOU ACKNOWLEDGE THAT WE CANNOT GUARANTEE (i) THE SECURITY OF YOUR SYSTEMS OR (ii) THE QUALITY OR ACCURACY OF ANY PARTICULAR RESULTS WITH RESPECT TO YOUR USE OF OUR PRODUCTS.

6. Your Responsibilities

1. You shall ensure that your use of our Products and/or Services complies with This Agreement and any applicable Law. You are responsible for properly configuring and using our Products and/or Services and taking all necessary steps to maintain appropriate security, protection and backup of your data.

2. To the extent of your use of our Products and/or Services, you shall ensure that you and your Affiliates are compliant in all aspects with any applicable Laws, with licenses and certificates essential to your business obtained and maintained during the whole term of this Agreement.

7. Confidential Information

1. Restrictions on Use and Disclosure. “Confidential Information” means all information transmitted by either party to the other pursuant to or in connection with this Agreement that the disclosing party identifies as being proprietary or confidential or that, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as proprietary or confidential. The receiving party will not disclose the disclosing party’s Confidential Information to any third party, and will protect the disclosing party’s Confidential Information using the same degree of care it uses to protect its own Confidential Information, and in no event less than a reasonable standard of care. The receiving party will make no use of such Confidential Information except under the terms and during the term of this Agreement. TDengine’s Confidential Information includes information regarding products, pre-release products, software, services, pricing, marketing and business plans and financial information. TDengine and Customer will treat the terms and conditions of this Agreement as confidential; however, either party may disclose such information in confidence to its immediate legal and financial consultants as required in the ordinary course of that party’s business.

2. Exclusions. Confidential Information will not include information that the receiving party can establish: (i) has entered the public domain without the receiving party’s breach of any obligation owed to the disclosing party; (ii) has been rightfully received by the receiving party from a third party without confidentiality restrictions; (iii) is known to the receiving party without any restriction as to use or disclosure prior to first receipt by the receiving party from the disclosing party hereunder; or (iv) has been independently developed by the receiving party.

3. Disclosure Required By Law. If any applicable law, regulation or judicial or administrative order requires the receiving party to disclose any of the disclosing party’s Confidential Information (a “Disclosure Order”) then, unless otherwise required by the Disclosure Order, the receiving party will promptly notify the disclosing party in writing prior to making any such disclosure, in order to facilitate the disclosing party’s efforts to protect its Confidential Information. Following such notification, the receiving party will cooperate with the disclosing party, at the disclosing party’s reasonable expense, in seeking and obtaining protection for the disclosing party’s Confidential Information.

4. Independent Development. The terms of confidentiality under this Agreement will not limit either party’s right to independently develop or acquire products without use of the other party’s Confidential Information.

8. Term and Termination

1. Term — Sales Orders. Each Sales Order will commence on the Sales Order Effective Date, and will continue for the period specified in the Sales Order or, if not so specified, one year (the “Initial License Term”), unless sooner terminated in accordance with Sections 8.2 or 8.3 below. The Initial Term and each Renewal Term are individually referred to in this Agreement as the “License Term”. With respect to a Free Trial License, either party may terminate the License at any time, immediately upon notice to the other, for any reason or no reason.

2. Termination. If either Party (a) breaches a material term of either This Agreement or the Sales Order(s) and fails to correct the breach within thirty (30) days of written specification of the breach, or (b) becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors, then the other Party may terminate This Agreement and/or the corresponding Sales Order(s) (in whole or with respect to any Sales Order). In addition to the foregoing, if you (or any of your Affiliates) become subject to official accusation or investigation of any kind in any jurisdiction, which TDengine believe may bring imminent harm to TDengine, TDengine may immediately terminate this Master Agreement and/or the Sales Order(s). Upon occurrence of any of the above events, you may submit and TDengine may (but shall not be obligated to) also request for evidence or certificates to prove your compliance; provided however that such information supplementing process shall be without prejudice to TDengine’s termination rights as set forth herein. If TDengine terminates This Agreement and/or the Sales Order(s) as specified in the preceding sentence, you must pay within thirty (30) days all amounts which have accrued prior to such termination, as well as all sums remaining unpaid for our Products and/or Services ordered under This Agreement and/or the Sales Order(s) plus related taxes and expenses. Except for nonpayment of fees, the non-breaching Party may agree in its sole discretion to extend the thirty (30) day period for so long as the breaching Party continues reasonable efforts to cure the breach. You agree that if you are in default under This Agreement and/or the Sales Order(s), TDengine may (a) suspend your use of and revoke your license of the Products, (b) discontinue providing you with the Services, or (c) conduct all of the foregoing until the breach is remedied.

3. Any termination of This Agreement according to this Section 8.2 will co-terminate the Sales Order(s) that incorporates This Agreement except the sections relating to limitation of liability, indemnification, payment and others which by their nature are intended to survive.

9. Indemnification

1. Indemnity by TDengine. TDengine will defend you from and against any claim initiated by a third party alleging that your use of the Products in accordance with this Agreement infringes such third party’s intellectual property rights; provided, however, that the foregoing shall not apply with respect to any such claim to the extent arising from your use of the Products in combination with any other software, service or technology not provided by TDengine. Should the Products become or, in TDengine’s reasonable opinion be likely to become, the subject of any such claim, TDengine may, at its option and expense: (i) procure for you the right to continue to use our Products as contemplated by this Agreement and, if applicable, the Sales Order(s); (ii) replace or modify our Products to render its use in accordance with This Agreement and, if applicable, the Sales Order(s) non-infringing; or (iii) with thirty (30) days’ notice to you, terminate This Agreement and, if applicable, the Sales Order(s) and refund to you, in the same currency that the fees were paid by you, any prepaid fees covering the remainder of the term after the termination date.

2. Indemnity by You. You will (a) defend TDengine from and against any claim by a third party arising from or relating to: (i) your use of our Products (including any activities by your employees and personnel); (ii) any product, service or technology used by you in connection with or related to our Products; or (iii) any breach of This Agreement and, if applicable, the Sales Order(s) or violation of applicable Law by you, in each case of (i)-(iii), to the extent that such third-party claim is not subject to TDengine’s indemnity obligations in Section 9.1 and (b) indemnify and hold TDengine harmless from and against any liabilities, damages, costs and expenses (including reasonable attorneys’ fees) awarded against TDengine or agreed in settlement by you arising out of or resulting from such the third-party claim.

3. Indemnity Procedures. In the event of any potential indemnity obligation under this Section 9, the indemnified Party will: (a) promptly notify the indemnifying Party in writing of the third-party claim in accordance with Section 15; (b) provide the indemnifying Party with sole control and authority over the investigation, defense and settlement (if applicable) of such claim at the indemnifying Party’s sole cost and expense; and (c) upon request of the indemnifying Party, and at the indemnifying Party’s expense, provide all cooperation reasonably requested by the indemnifying Party. Failure by the indemnified Party to notify the indemnifying Party of a claim under this Section 9 shall not relieve the indemnifying Party of its obligations under this Section 9 except to the extent that the indemnifying Party was actually prejudiced by such delay or failure to provide notice in accordance with this Section 9.3. The indemnifying Party may not settle any claim that would bind the indemnified Party to any obligation (other than payment covered by the indemnifying Party or ceasing to use infringing materials) or require any admission of fault by the indemnified Party, without the indemnified Party’s prior written consent, which consent is not to be unreasonably withheld, conditioned or delayed. Any indemnification obligation under this Section 9 will not apply if the indemnified Party settles or makes any admission with respect to a claim without the indemnifying Party’s prior written consent.

4. This Section 9 states the indemnifying Party’s sole liability to, and the indemnified Party’s exclusive remedy against, the other Party for any type of claim or demands arising out of, or in any way related to, this Section 9.

10. Limitations and Exclusions of Liability

1. Exclusion of Certain Claims. SUBJECT TO SECTION 11.3, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY, OR TO ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL OR EXEMPLARY DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE (INCLUDING DAMAGES FOR LOSS OF DATA OR PROFITS), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF (i) THE PERFORMANCE OR NON-PERFORMANCE OF THIS AGREEMENT, THE SOFTWARE OR ANY SERVICES, OR (ii) ANY CLAIM OR CAUSE OF ACTION UNDER THIS AGREEMENT, MISREPRESENTATION, STRICT LIABILITY, OR OTHER TORT.

2. Limitation of Liability. Subject to Section 10.3, neither party’s entire liability arising out of each Sales Order will in any event exceed the fees paid to TDengine under such Sales Order during the 12 month period immediately preceding the injured Party’s first assertion against the other of any claim under such Sales Order, regardless of whether any action or claim is based in contract, misrepresentation, strict liability, or other tort.

3. Exceptions. Sections 10.1 and 10.2 do not apply to either party’s willful misconduct or gross negligence, or infringement or misappropriation of any of the other party’s Intellectual Property Rights. Any amounts payable by an indemnified party to a third party pursuant to a judgment or to a settlement agreement approved in writing by an indemnifying party, liability for which is subject to indemnification rights under this Agreement, will be deemed direct damages for purposes of Section 10.1. Section 10.2 does not apply to (i) indemnification obligations, (ii) Customer’s obligations to pay fees and expenses when due and payable under this Agreement, nor (iii) each party’s obligations under Section 7 (Confidential Information), provided, however, that except to the extent resulting from willful misconduct or gross negligence of TDengine, TDengine’s liability under Section 9 with respect to unauthorized access to or use of Customer Confidential Information by any person or entity other than TDengine or its employees will not exceed the fees paid by Customer to TDengine under the affected Sales Order in the 12 month period immediately preceding TDengine’s breach.

4. Free Trial. With respect to any Free Trial, TDengine’s aggregate liability will in no event exceed one hundred US dollars, regardless of any theory of liability, and notwithstanding any provision of this Agreement to the contrary, including Sections 10.1-10.3.

5. General. Customer agrees that the exclusions and limitations specified in this Agreement apply even if the remedies are insufficient to cover all of Customer’s losses or damages, or fail of their essential purpose and that without these limitations the fees for the License and Support Program subscription would be significantly higher. Except with respect to infringement or misappropriation by either party of any of the other party’s Intellectual Property Rights, neither party may commence any action or proceeding under this Agreement more than two years after the occurrence of the applicable cause of action.

11. Dispute Resolution

If You have any concern or dispute about the Agreement, You agree to first try to resolve the dispute informally by contacting the Company.

1. For European Union (EU) Users. If You are a European Union consumer, you will benefit from any mandatory provisions of the law of the country in which you are resident in.

2. United States Federal Government End Use Provisions. If you are a U.S. federal government end user, our Service is a “Commercial Item” as that term is defined at 48 C.F.R. §2.101.

12. Severability

If any provision of this Agreement is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

13. Waiver

Except as provided herein, the failure to exercise a right or to require performance of an obligation under this Agreement shall not effect a party’s ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach constitute a waiver of any subsequent breach.

14. Translation Interpretation

This Agreement may have been translated if We have made them available to You on our Service. You agree that the original English text shall prevail in the case of a dispute.

15. Notices

We may provide any notice to you under this Agreement by (a) posting a notice on our website; or (b) sending a message to the email address designated by you. Notices provided by posting on our website will be effective upon posting and notices provided by email will be effective when we sends out the email. It is your responsibility to keep your email address current.