ThingsBoard License Agreement

Revision Date: September 15, 2026

This Agreement governs your paid commercial license to the ThingsBoard Software. It is entered into between ThingsBoard, Inc. (“Licensor”, “we”) and the organization identified in the Order (“Licensee”, “you”) — together, the “Parties”.

You accept this Agreement in the ThingsBoard License Portal at checkout, together with the order summary shown on screen — that summary is your Order. The Portal records what you accepted and when, and keeps a copy of your Order in your account.

If you are not purchasing a license, this Agreement does not apply to you. No-charge use of the Software is governed solely by the LICENSE file in the repository (Business Source License 1.1 and its Additional Use Grant), together with the License Portal Terms of Use. Nothing in this Agreement reduces the rights the LICENSE file grants you.

1. Definitions

• “Add-on” means an additional feature, module, or capacity entitlement that supplements your Licensed Scope and is identified in an Order.
• “AI Credits” means the entitlement to use the Software’s AI features, measured in credits and stated in your Order. For a Subscription License the included allowance is provided for each month of your term and does not carry over between months. For a Perpetual License, AI Credits are purchased outright and remain available until consumed.
• “Business Day” means Monday to Friday, excluding public holidays observed by our support operation, which we publish in the Help Desk. “Business Hours” means 09:00 to 18:00 Central European Time (CET) on a Business Day.
• “Cluster Deployment” means an installation in which at least two services of the same type run simultaneously to form a single fault-tolerant deployment.
• “Confidential Information” means information one Party discloses to the other that is designated confidential or would reasonably be understood to be confidential, including the Software’s internal structure, non-public interfaces and source code, and each Party’s commercial and financial information. It does not include information that is or becomes public without breach of this Agreement, or that the receiving Party already lawfully held.
• “Device” means each distinct physical or logical source of data ingested into or managed by the Software, whether connected directly or through any gateway or intermediary; an intermediary is a Device only as to data it originates. For example: a smart meter that reports its own readings is one Device; a machine that reports readings from its own internal sensors over a single connection is one Device; fifty sensors that each report independently are fifty Devices; and two hundred meters reporting through a gateway are two hundred Devices, the gateway itself counting only if it also reports data of its own.
• “Effective Date” means the date your license starts, as stated in your Order.
• “Initial Term” means the first twelve (12) months following the Effective Date.
• “License Key” means the Commercial-class activation code we issue that encodes your then-current Licensed Scope. License key classes and their issuance are governed by the License Portal Terms of Use.
• “License Portal” means the web application at https://license.thingsboard.io, governed by the License Portal Terms of Use.
• “Licensed Scope” means the Software features, modules, Add-ons, Device count, Production Instance count and other entitlements stated in your Order. Where more than one Order applies to the same license, your Licensed Scope is their combined total (clause 2.3).
• “LTS” means a Software release we designate as long-term support, as described in clause 8.6.
• “New Version” means a Software release we publish containing new functionality, fixes or improvements.
• “Offline Deployment” means a deployment authorized in the Order to run on a network without external, internet-facing endpoints.
• “Order” means the record of your purchase: normally the order summary you accept at checkout in the License Portal, and otherwise an Order signed by both Parties or an invoice we issue. It states your Licensed Scope, term and fees, together with any terms negotiated for your purchase. It forms part of this Agreement.
• “Perpetual License” means a license granted for an indefinite term; the right to use does not expire and requires no renewal.
• “Production Instance” means a fully functional Software deployment corresponding to a single server process used to serve business needs, and the counting unit for a Cluster Deployment.
• “Software” means the ThingsBoard IoT platform as published at https://github.com/thingsboard/thingsboard/, together with any Add-ons in your Licensed Scope. An Add-on in your Licensed Scope is Software for the purposes of this Agreement regardless of the repository from which we publish it. Other software we publish in separate repositories, and which is not an Add-on in your Licensed Scope, is licensed under its own terms.
• “Subscription License” means a license granted for a recurring paid term; the right to use continues while the subscription remains paid and active.
• “Update Fee” means the annual fee stated in the Order payable by a Perpetual License holder to receive New Versions and maintenance after the Initial Term. Where the Order states no amount, the Update Fee is seventeen percent (17%) of the total fees paid for that license, including Add-ons, per twelve (12) month update period.
• “White-Labeling” means modifying, hiding, suppressing, removing, replacing or overlaying the default ThingsBoard name, logo, copyright notice, product identity, or the visible “Powered by ThingsBoard” badge in the user interface or system outputs.

2. License Grant

2.1 Grant. We grant you a limited, non-exclusive, non-transferable, non-sublicensable, worldwide license to install, run and use the Software within your Licensed Scope, for the term stated in your Order.

Providing access to your users. You may provide access to a deployment you operate to your employees, contractors, customers and other users, including through the Software’s multi-tenancy features. Providing such access is not sublicensing, and you remain responsible for their use and for compliance with this Agreement. This does not permit another legal entity to operate its own deployment under your License Key.

2.2 Your Order states what you bought; this Agreement supplies everything else. Your Order states your Licensed Scope, term and fees. Every other term of your license is stated in this Agreement, and the values in this Agreement apply unless your Order expressly states otherwise — so your Order does not need to repeat them. Provisions specific to a license model, such as recurring billing for Subscription Licenses or the Update Fee for Perpetual Licenses, apply only to the extent they match the purchase recorded in your Order.

2.3 Each license is separate. Your Licensed Scope applies to the deployment operated under the License Key issued for your license.

Separate licenses stay separate. You may hold any number of licenses — for separate projects, environments, customers or entities. Each is independent: its scope, term and fees are governed solely by its own Order or Orders, and use under one does not consume the scope of another. Counts are never aggregated across licenses or deployments.

Orders for the same Perpetual License combine. Where an Order identifies a Perpetual License you already hold, it adds to that license rather than creating a new one: the Licensed Scope of those Orders is combined, your License Key is reissued for the combined scope, and the Orders count as a single Order for the purposes of clauses 4.4, 9.1, 9.3 and 9.5. This is the only case in which counts are aggregated.

A Subscription License has one current Order. Changing your plan or your scope replaces it: the new Order states your Licensed Scope and fees from the date it takes effect, and your billing changes accordingly (clause 4.7). Subscription Orders are not combined — the current Order states your whole Licensed Scope.

Growing. Deployments beyond your Licensed Scope require additional Licensed Scope, under your existing license or a new one.

2.4 Scope protection. We may change the default entitlements attaching to future Software releases or new registrations. No such change will retroactively reduce, restrict or impair the Licensed Scope already granted to you for the duration of your license and any renewal of it.

2.5 White-Labeling. White-Labeling is permitted only if your Order authorizes it. Otherwise the default product branding and the “Powered by ThingsBoard” badge must remain visible and unmodified.

2.6 Non-production use. Non-production use of the Software is granted by the LICENSE file and administered under the License Portal Terms of Use. It is not part of your Licensed Scope and does not count toward it.

2.7 Nothing is included unless stated. No entitlement, capability, capacity, module, Add-on, service or right is included in your license unless this Agreement grants it or your Order states it. Anything not so granted or stated is excluded.

3. Restrictions

You will not:

• use the Software beyond your Licensed Scope, or in a manner designed to bypass license controls or avoid licensing fees;
• sublicense, lease, rent, sell, assign or transfer this license or any License Key to any third party, or make a License Key available for use in a deployment operated by another legal entity. Distributing, reselling or embedding the Software for another entity to operate its own deployment requires a separate written agreement with us; reseller, distributor and OEM arrangements are available. Providing your own users with access to a deployment you operate is permitted under clause 2.1;
• remove, alter or obscure any copyright, trademark, patent or proprietary rights notice embedded in the Software, including Business Source License headers and license metadata, except as your Order authorizes under clause 2.5;
• disable, modify, defeat or circumvent any license-enforcement, usage-measurement or security mechanism in the Software;
• use the Software, your access to it, or any Confidential Information you obtain under this Agreement to develop, or to provide to any third party, a product or service that competes with the Software;
• use the Software to conduct or facilitate any malicious activity, or to transmit or process malicious code; or
• provide access to, or render services using, the Software to any person, entity or country subject to economic sanctions, embargoes or trade-control restrictions applicable to either Party.

4. Fees and Payment

4.1 Fees. You will pay the fees stated in your Order. Fees are stated and payable in US dollars unless the Order says otherwise, against invoices we issue, including through the License Portal. Published rates are exclusive of taxes, duties and levies; each Party pays taxes on its own income and business activities.

4.2 Price changes. Fees for your current term are fixed by your Order. We may change our published prices; any change affects you only at the start of your next renewal term, and only where we have given you at least thirty (30) days’ written notice. Fees for the same Licensed Scope will not increase by more than five percent (5%) in any twelve (12) month period, however often your subscription renews, unless you agree in writing. Where you change your Licensed Scope at renewal, this cap applies to the unit prices of the scope you already held; the change itself is charged at our then-current published prices. Where your Order states a different renewal price or cap, that governs instead.

This clause governs renewal of an existing Order. Fees for a new Order are our then-current published prices at the time of that purchase. An Order that adds to a Perpetual License you already hold is priced under clause 4.7 instead.

4.3 Subscription billing. Subscription Licenses are billed in advance on the cycle stated in the Order and renew for successive terms of equal length unless you cancel through the License Portal before the current term ends, or unless your Order disables automatic renewal.

4.4 Perpetual licenses and New Versions. A Perpetual License includes New Versions during the Initial Term. After that, you may either pay the Update Fee to continue receiving New Versions, or continue using your then-current version indefinitely at no further charge. The Update Fee rate does not increase over the life of your license: it is calculated on the fees you actually paid for that license, and is not subject to the price changes in clause 4.2. A Subscription License includes New Versions while the subscription is active.

Adding scope does not buy New Versions. An Order that adds to a license you already hold adds scope only. It does not start, extend, restart or revive an update period, and it gives you no entitlement to New Versions you were not already entitled to receive. Where an update period is running when the expansion takes effect, that period continues unchanged and covers the combined scope; where none is running, you may install the added scope on your then-current version. From the next update period, the Update Fee is calculated on all fees paid for that license, including the addition.

4.5 Refunds. Fees are non-refundable, including on cancellation of a subscription before the end of a paid term, except where this Agreement or your Order expressly provides otherwise. If you terminate under clause 11.2 because we have materially breached this Agreement, we will refund prepaid fees for the unexpired part of your term.

4.6 On expiry or cancellation. If your license expires, is cancelled, or is not paid:

• if your deployment then qualifies for no-charge use under the Additional Use Grant in the LICENSE file, it continues on that basis; otherwise
• the Software moves to restricted operation: it refuses Devices above the limit that the Additional Use Grant in the LICENSE file applies to your use, and White-Labeling ceases to be authorized, until a valid license is restored.

4.7 Changing your Licensed Scope.

Adding scope to a Subscription License. You may add Production Instances or Add-ons during a term. You may add Devices during a term where the Appendix A price list provides a per-Device rate for your plan; where it does not, additional Devices require moving to a plan that accommodates them. An addition is charged at our then-current published price, pro-rated to the end of your current term and co-terminous with it, and becomes part of your Licensed Scope from the date it takes effect. Your Order is replaced by one stating your new Licensed Scope and fees; Subscription Orders are not combined (clause 2.3). At every renewal after that, the addition counts as scope you already held, so the cap in clause 4.2 applies to it.

Adding scope to a Perpetual License. You may add Devices, Production Instances and Add-ons at any time by placing an Order that identifies your existing license (clause 2.3). The addition takes effect from the date of that Order and forms part of your Licensed Scope. It does not change the perpetual nature of your license, and it does not change your update period (clause 4.4). Additions to a Perpetual License are charged at the prices in the Appendix A revision that applies to your license — the revision you accepted — for as long as we offer the item. Where that revision does not price an item, our then-current published price applies.

Changing license type. You cannot change between a Subscription License and a Perpetual License during a term. To move from a Subscription License to a Perpetual License, cancel the subscription and place a new Order.

Reducing scope. A Perpetual License cannot be reduced. For a Subscription License you may reduce your Licensed Scope at renewal, provided your actual use at the renewal date is already within the reduced scope — so you will need to remove any Devices, Production Instances or Add-ons you no longer require before the reduction takes effect. The cap in clause 4.2 applies to the unit prices of the scope you retain.

5. License Keys and Scope Enforcement

5.1 Keys. Production use of your Licensed Scope requires a valid License Key issued by us. Key issuance and administration are governed by the License Portal Terms of Use.

What a Key covers. We issue one License Key per license, and that Key authorizes one deployment: the Production Instances that make up a single ThingsBoard installation, whether it runs as one server process or as a Cluster Deployment of several. The Software enforces your Licensed Scope against that deployment: an offline key carries your scope within it, while an online key is validated against our license server, which holds it. The same Key may not be used to run a second, separate deployment, and may not be used by or made available to another legal entity (clause 3). A separate deployment requires a separate license, with its own Key and its own scope (clause 2.3); additional scope for the deployment you already run is added under clause 4.7.

Online keys. An online key is short and is validated against our license server. The Software tolerates interruptions in that validation for up to forty-eight (48) hours. If no successful validation occurs within forty-eight (48) hours, the Software stops. Your data is not affected: nothing is deleted or purged, and normal operation resumes when validation next succeeds.

Offline keys. An offline key encodes your Licensed Scope within the key itself and requires no validation against our license server. An offline key is available only where your Order authorizes an Offline Deployment, and only for a Perpetual License.

5.2 Reaching a limit. If your connected Device count reaches the maximum your License Key authorizes, the Software will refuse new Device provisioning, registration and connection attempts, and will display an administrative banner in the user interface stating that the licensed limit has been reached.

5.3 Non-destructive limit enforcement. Scope limits apply only to new Devices beyond the licensed count. Where a scope limit is reached, the Software will never disconnect existing active Devices, purge historical telemetry, delete database records, or drop incoming data from previously provisioned Devices.

5.4 AI Credits. AI features consume AI Credits. When your available AI Credits are exhausted, the AI features stop until further AI Credits are available; nothing else in the Software is affected, and clause 5.3 continues to apply. You may purchase further AI Credits at any time.

AI features transmit deployment content to our hosted AI service — the messages your users type and the platform data retrieved to answer them. The ThingsBoard Privacy Policy describes what is sent and how long it is kept; clause 12.3 governs our use of it.

5.5 Compliance review. We may verify your compliance with your Licensed Scope using the data described in clause 6. We have no right to audit your premises, systems or records. If we identify non-compliance we will notify you in writing with the details and give you thirty (30) days to cure it. If you do not cure it within that period, we may suspend the affected License Key, terminate under clause 11.2, invoice you for the license fees applicable to your actual use, or pursue any other remedy available to us at law or in equity.

6. Telemetry and Usage Data

6.1 License validation. Under a standard online license, the Software periodically contacts our license server. Each request carries your license secret, instance ID and cluster ID, and we record the connecting source IP address, for license-compliance and abuse-protection purposes. This cannot be disabled.

6.2 Usage snapshot. Some validation requests also carry an aggregate, platform-wide usage snapshot — packaging type, database backend, software version, entity counts, feature-mix breakdowns, database size, and previous-day hourly API and message volumes. The snapshot is pseudonymous and never contains message payloads, telemetry values, user names, credentials or your scripts. You may disable the snapshot in the Software’s configuration without affecting platform functionality, license validity, or your support entitlements. License validation under clause 6.1 continues.

6.3 Offline check-in. Instances under an Offline Deployment license attempt a short identity check-in at startup and approximately hourly. Without outbound connectivity these attempts fail silently with no effect on your license or the platform. A successful check-in transmits only your customer identifier, subscription identifier, packaging type and licensing component version — no usage counters, telemetry or personal data. As an anti-abuse and intellectual property protection control, this check-in cannot be disabled in the product.

6.4 Use of the data. We use the data described in this clause 6 for two purposes:

• (a) License compliance — to verify your compliance with your Licensed Scope and to detect use beyond it. This uses the validation data in clause 6.1, the check-in in clause 6.3, and, where enabled, the usage snapshot in clause 6.2.
• (b) Product analytics — to produce statistical and analytical reports on use of the Software for our internal business purposes, including product improvement and development. This uses only the usage snapshot in clause 6.2, which you may disable at any time.

Disabling the usage snapshot does not affect the Software’s own enforcement of your Licensed Scope, which operates locally under clause 5.2. Our processing of personal data, including retention, is governed by the ThingsBoard Privacy Policy.

7. Offline Deployments

7.1 Authorization. You may operate the Software as an Offline Deployment only where your Order authorizes it. All other terms of this Agreement continue to apply.

7.2 Your responsibilities. You are responsible for providing and maintaining the private network environment. An Offline Deployment receives no automatic update notifications; you are responsible for retrieving and applying updates, including security patches.

7.3 Security. We are not liable for security vulnerabilities or data breaches resulting from your network configuration, or from your failure to apply updates or security patches we have made available. This applies to any deployment, whether online or offline.

8. Support and Maintenance

8.1 Support entitlement. You hold a support entitlement: for a Subscription License, while your subscription is active and paid; for a Perpetual License, during the Initial Term and any twelve (12) month period for which you have paid the Update Fee. Outside those periods your support is Community Support.

8.2 Help Desk. While you hold a support entitlement we give you access to the ThingsBoard Help Desk. Support requests must be raised through the Help Desk. A request raised through any other channel is not a support request for the purposes of clause 8.3, and the times in that clause run only from our receipt of a request through the Help Desk.

8.3 What is included. Support means resolving defects and errors in the Software. While you hold a support entitlement, we provide the support tier stated in your Order:

Where your Order states no tier, Help Desk applies.

8.4 What a response is, and is not. First response means our acknowledgement of your request and, where we are able to give it, initial guidance. It is not an undertaking to diagnose, resolve or correct the issue within that time. We give no resolution or restoration times.

The times in clause 8.3 are targets we will use reasonable efforts to meet. If we miss one, you may escalate through the Help Desk and we will report on the cause. Repeated failure to meet the targets is a material breach for the purposes of clause 11.2. Missing a response target is not a breach of the warranty in clause 9.1 and does not itself give rise to a claim for damages.

8.5 Community Support. Community Support means the public documentation and community forums we make generally available. We give no response times, and no support commitment of any kind, for Community Support.

8.6 Maintenance windows. We designate an LTS release annually. An LTS release receives bug fixes and security updates for eighteen (18) months from its general availability date. A release that is not designated LTS receives them for six (6) months from its general availability date. Our current release and support policy is published in the release policy.

8.7 Additional services. Professional services and other services beyond clause 8.3 may be agreed separately in writing.

8.8 Access to your systems. Where diagnosing an issue requires it, you may grant us temporary access to your systems. Any such access is at your discretion, for the purpose and period you specify.

9. Warranties, Indemnity and Liability

9.1 Our warranty. We warrant that the Software will perform substantially in accordance with its then-current documentation. If it does not, we will use reasonable efforts to correct the defect. If we cannot do so within a reasonable period, you may terminate the affected license and receive:

• (a) for a Subscription License — a pro-rata refund of prepaid fees for the unexpired term; or
• (b) for a Perpetual License — a refund of any Update Fee paid for the then-current update period, and, where the defect prevents substantially all use of the Software, a refund of the license fee paid under the affected Order reduced on a straight-line basis over twelve (12) months from the Effective Date.

9.2 Disclaimer. Except as stated in clause 9.1, the Software is provided “as is”. WE DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. We do not warrant that operation of the Software will be uninterrupted or error-free.

9.3 Our IP indemnity. We will defend you against any third-party claim that the unmodified Software, used within your Licensed Scope, infringes that third party’s intellectual property rights, and we will pay the damages and costs finally awarded against you or agreed by us in settlement. Our total liability under this clause is limited, for all claims arising in any rolling twelve (12) month period, to the fees paid or payable by you under the Order giving rise to the claim for the twelve (12) months preceding the first such claim (for a Subscription License), or the total fees paid under that Order, including any Update Fees paid (for a Perpetual License). This limit is separate from, and additional to, the cap in clause 9.5, subject to the aggregate limit stated in that clause.

Our obligation is conditional on you notifying us promptly after becoming aware of the claim, and in any event within twelve (12) months; giving us sole control of the defense and of any settlement; and cooperating reasonably at our expense. Late notice relieves us of this obligation to the extent we are prejudiced by the delay.

This clause does not apply to any claim arising from:

• your modifications to the Software, or its combination or use with anything not supplied by us;
• your use of the Software outside your Licensed Scope or in breach of clause 3;
• your continued use of a Software version after we have made a non-infringing version available to you, or your use of a version whose maintenance window under clause 8.6 has expired;
• any third-party or open-source component included in, distributed with, or used by the Software, whether we selected and integrated it or you did;
• your data, or Software behavior we implemented to your specification; or
• a claim asserted by a person in which you hold an interest, or with whom you are acting in concert.

The open-source exclusion above applies to the third-party component itself. It does not exclude a claim that our own code, or the way we have combined components, infringes.

If such a claim is made, or we reasonably believe one may be made, we may at our option procure the rights necessary for you to continue using the Software, modify or replace it so that it is non-infringing, or terminate the affected license and refund fees on the basis set out in clause 9.1 for your license type.

This clause states our entire liability, and your sole and exclusive remedy, for intellectual property infringement.

9.4 Your indemnity. You will defend and indemnify us against any third-party claim arising from data you upload to or process through the Software, or from your use of the Software in breach of clause 3.

9.5 Liability cap. Except as stated in clause 9.6, each Party’s total aggregate liability arising out of or in connection with this Agreement, whether in contract, tort or otherwise, is limited, for all claims arising in any rolling twelve (12) month period, to:

• (a) for a Subscription License — the fees paid or payable by you under the Order giving rise to the claim for the twelve (12) months preceding the first such claim; and
• (b) for a Perpetual License — the total fees paid by you under the Order giving rise to the claim, including any Update Fees paid.

In no event does either Party’s total liability under clauses 9.3 and 9.5 together, for all claims arising in any rolling twelve (12) month period, exceed the amounts actually paid or payable by you under the Order giving rise to the claim.

9.6 Exclusions from the cap. The cap in clause 9.5 does not apply to: our obligations under clause 9.3, which are capped separately under that clause; our obligation to refund fees under clause 4.5 or clause 9.1, which is a return of amounts you have already paid rather than damages; your obligation to pay fees; your use of the Software outside your Licensed Scope, or your breach of clause 3 (Restrictions); either Party’s liability for death or personal injury caused by its negligence, for fraud, or for wilful misconduct; or either Party’s breach of clause 10.

9.7 Excluded losses. Neither Party is liable for indirect, incidental, consequential, special or punitive damages, or for loss of profits, revenue, data or business opportunity, however caused. This does not limit your obligation to pay fees, nor our obligation under clause 9.3 to pay damages and costs awarded to or agreed with a third party, which remain subject to the cap in clause 9.3.

10. Confidentiality

10.1 Obligation. Each Party will protect the other’s Confidential Information with at least the care it applies to its own, will not disclose it to any third party without the other’s prior written consent except where required by law, and will use it only to perform this Agreement.

10.2 Return and deletion. On expiry or termination, at the disclosing Party’s written request the receiving Party will return or destroy all copies of the disclosing Party’s Confidential Information within sixty (60) days and confirm in writing that it has done so. This does not require deletion of records either Party must retain by law, or of the license and deployment records described in the ThingsBoard Privacy Policy, which we retain as evidence of licensing status. Information that constitutes a trade secret remains protected for as long as it remains one.

11. Term and Termination

11.1 Term. This Agreement takes effect when you accept it and continues for as long as any Order under it remains in effect, or until terminated.

11.2 Termination for breach. Either Party may terminate this Agreement on thirty (30) days’ written notice if the other materially breaches it and fails to cure the breach within that period. We may terminate immediately on written notice for your breach of clause 3 (Restrictions) or clause 12 (Intellectual Property).

11.3 Effect. On termination your license ends and you will cease using the Software and destroy all copies, except that a Perpetual License terminated other than for your breach survives as to the version and scope then licensed. Clauses 9, 10, 12 and 13 survive termination, together with any payment or refund obligation that accrued before, or arises on, termination.

12. Intellectual Property

12.1 Ownership. We retain all intellectual property rights in and relating to the Software, Add-ons and any materials we provide, including copyright, patent rights, trademarks, and trade secrets. All rights not expressly granted to you in this Agreement are reserved. The Software is licensed, not sold.

12.2 Your data. You retain all rights in the data you upload to or process through the Software. You represent that you hold all rights necessary to that data, and that it does not infringe any third party’s rights or breach applicable law, including where it contains personal information. Where that data includes personal data, you are its controller: you are responsible for the basis on which it is collected, for any notices to and rights of the individuals concerned, and for configuring your deployment accordingly.

12.3 Our use of your data. We do not access the contents of your deployment, except where you send it to us — through the AI features described in clause 5.4, if you enable them, or through material you submit to the Help Desk. Our collection and use of deployment data is otherwise limited to clause 6 and the ThingsBoard Privacy Policy. We act as controller for the data we collect under clause 6, for the purposes stated there; where AI features transmit deployment content to our hosted AI service, we process that content on your instructions, as processor, under the Privacy Policy and any data processing agreement between us. We may disclose data where required to comply with a lawful request from a governmental or regulatory body.

13. General

13.1 Governing law and venue. This Agreement is governed by the laws of the State of New York, USA, without regard to its conflict-of-law rules. The Parties submit to the exclusive jurisdiction of the state and federal courts located in New York County, New York, and each Party waives any right to trial by jury. Before starting proceedings, the Party raising a dispute will notify the other in writing and allow thirty (30) days for senior representatives to resolve it in good faith; this does not delay either Party from seeking injunctive relief. Your Order may specify a different governing law or venue where applicable law or public procurement rules require it.

13.2 Order of precedence. These documents govern different subjects and are intended to be read together:

• (a) the LICENSE file (Business Source License 1.1 and its Additional Use Grant) governs the copyright license in the Software, including no-charge production use;
• (b) this License Agreement, together with your Order, governs the paid commercial relationship for the deployments it covers — licensed scope, fees, support, and enforcement of that scope;
• (c) the Community Grant License Agreement governs a Community Grant license issued under the ThingsBoard Community Grant Program and, where it expressly says so, continues to apply after that license converts to a Commercial License;
• (d) the License Portal Terms of Use governs the License Portal, license key issuance and administration, and declarations made to obtain a key;
• (e) the ThingsBoard Privacy Policy governs the processing of personal data.

Each deployment is governed by the agreement corresponding to the class of license key issued for it. Where you hold keys of more than one class, each agreement applies only to the deployments for which its key was issued.

Where the same subject is addressed by more than one of these documents and the terms genuinely conflict, the following order controls, highest first: (1) a written agreement executed by both Parties, as to the terms it expressly addresses; (2) the Community Grant License Agreement, as to the terms its clause 8.3 states survive conversion; (3) the Order, as to the commercial terms it states; (4) this License Agreement; (5) the License Portal Terms of Use; (6) the LICENSE file.

Nothing in any of these documents reduces the rights the LICENSE file grants you.

13.3 Assignment. Neither Party may assign this Agreement without the other’s written consent, except to a successor in a merger, acquisition or sale of substantially all assets, on written notice.

13.4 Notices. Notices to you are sent to the email address on your License Portal account, which you will keep current. Notices to us go to legal@thingsboard.io. Where your Order states different notice addresses, those apply instead.

13.5 Changes to this Agreement. We may revise this Agreement for future purchases and renewals. The revision you accepted governs your current term; a revision applies to you only from your next renewal, and only where we have given you at least thirty (30) days’ notice. A Perpetual License has no renewal, so the revision you accepted continues to govern it, including any later Order that adds to it.

13.6 Severability. If any provision is held invalid or unenforceable, the remainder continues in full force.

13.7 Entire agreement. This Agreement and your Order or Orders are the entire agreement between the Parties on their subject matter and supersede any prior discussions or proposals.

Appendix A — Pricing

This Appendix covers self-managed licenses of ThingsBoard Professional Edition. No-charge use is not priced here — it is governed by the LICENSE file (Business Source License 1.1 and its Additional Use Grant) and the License Portal Terms of Use.

All prices are in US dollars and exclusive of taxes, duties and levies (Agreement clause 4.1).

Part 1 — Subscription Licenses

Billed monthly. All plans include unlimited customers, dashboards, integrations, API calls, data points and messages.

Additional items — Subscription

Adding Devices. Additional Devices are available on Business only. On Pilot and Startup, additional Devices require moving to a plan that accommodates them (Agreement clause 4.7).

AI Credits. The monthly allowance is provided for each month of the term and does not carry over between months. When available AI Credits are exhausted, AI features stop until further credits are available; nothing else in the Software is affected (Agreement clause 5.4).

Offline Mode is not available on a Subscription License. A Subscription License is always issued with an online License Key (Agreement clause 5.1).

Part 2 — Perpetual Licenses

Paid once. The right to use does not expire and requires no renewal.

Additional items — Perpetual

Devices and Production Instances scale together. A Perpetual License maintains a ratio of 5,000 Devices to one Production Instance, however you reach it:

• the base license includes 5,000 Devices and 1 Production Instance;
• each additional Production Instance purchased includes a further 5,000 Devices; and
• each complete 5,000 additional Devices purchased includes one complimentary Production Instance.

Assets scale with Devices at parity, so a 10,000-Device license carries 10,000 Assets.

This is why an additional Production Instance is priced as a license unit rather than a bare instance, and why it costs more than the Subscription figure.

Worked examples — reaching 10,000 Devices

Both routes give the same entitlement. The prices differ by $1.

AI Credits. Perpetual AI Credits are purchased outright and remain available until consumed — they do not reset (Agreement clause 5.4).

Offline Mode requires an Offline Deployment authorization on your Order, and is available only with a Perpetual License (Agreement clauses 5.1 and 7.1).

Update Fee — Perpetual Licenses only

A Subscription License includes New Versions for as long as it is active, at no extra charge. The Update Fee applies only to a Perpetual License.

Seventeen percent (17%) of the total fees paid for the license, including Add-ons and anything added later, per twelve (12) month update period. Optional. It keeps New Versions and maintenance coming after your first twelve months; decline it and you keep using your then-current version indefinitely, at no further charge.

The rate never changes. It stays at 17% for the life of your license, and changes to our published prices never affect it. The amount follows what you have paid: add scope later and the fee becomes 17% of the new total, from your next update period.

Agreement clause 4.4 governs the Update Fee; clause 4.7 governs adding scope to a Perpetual License.

Part 3 — Terms applying to both

Renewal price protection — Subscription Licenses. Fees for the same Licensed Scope will not increase by more than five percent (5%) in any twelve (12) month period, however often your subscription renews (Agreement clause 4.2). A Perpetual License has no renewal, and its Update Fee is fixed under Part 2.

Items not subject to discount: Edge Computing, Trendz Analytics, Offline Mode.

Assets are provided at parity with Devices at every tier and are not separately purchasable. A deployment needing more Assets than its Device count requires a tier that accommodates them.

Add-ons are Software. An Add-on in your Licensed Scope — including Trendz Analytics — is Software for the purposes of the Agreement, regardless of the repository from which it is published (Agreement clause 1, Software).

Additions to a Subscription License during a term are charged at the price in this Appendix, pro-rated to the end of your current term and co-terminous with it. Once added, they form part of your Licensed Scope and are protected by the 5% cap at every later renewal (Agreement clause 4.7).

Additions to a Perpetual License are charged at the prices in the revision of this Appendix that applies to your license — the revision you accepted — for as long as we offer the item, and form part of your Licensed Scope from the date of that Order. Where that revision does not price an item, our then-current published price applies. Adding scope does not extend or restart your update period: New Versions follow the Update Fee section in Part 2. The ratio entitlements in Part 2 apply across the combined scope, so a complete 5,000 added Devices carries a complimentary Production Instance however it is reached.