Transcend Rails Beta Terms

BETA NOTICE: Transcend Rails is a beta service. It is not within the scope of Transcend’s SOC 2 or ISO 27001 audits or certifications, has not completed Transcend’s production security review, and is provided “as is.” Access is granted at Transcend’s discretion. Rails uses AI, including a third-party large language model provider engaged as a Sub-processor, and AI functionality cannot be disabled. Using Rails is an opt-in to those AI features, and processing may occur outside any hosting region selected for Transcend's other Services (see Sections 4.3 and 5.1). During the Free Trial Period, use only synthetic, test, or sample data, other than the account and login information of the individual(s) who sign up (see Section 5.3). Also during the Free Trial Period, do not submit production data, and do not submit personal data about anyone other than the individual who signs up (see Sections 2.4 and 2.5). Do not submit sensitive or regulated data at any time during the beta (see Section 5.6). Transcend may limit trial usage (see Section 2.6).

By clicking “I Agree” at withrails.ai or app.withrails.ai, or by accessing or using Transcend Rails, you represent and warrant that: (a) you are authorized to accept these Rails Beta Terms on behalf of your company, and all references to “you,” “your,” or “Customer” refer to your company; and (b) you authorize Transcend to enable Transcend Rails for Customer.

These Transcend Rails Beta Terms (the “Rails Terms”) are entered into between Transcend, Inc., a Delaware corporation with a mailing address of 440 N Barranca Ave #1897, Covina, CA 91723 ("Transcend"), and Customer. The Rails Terms, together with either (i) Transcend’s Online Services Agreement available at transcend.io/legal/online-services-agreement (https://transcend.io/legal/online-services-agreement) (the “OSA”), or (ii) the electronically or manually signed services agreement between the parties (the “MSA”), as applicable, and the Data Processing Addendum incorporated into the OSA or MSA (the “DPA”), govern Customer’s access to and use of Transcend Rails. The OSA or MSA, as applicable, is the “Agreement.” Capitalized terms defined in these Rails Terms, or incorporated into them from the OSA under Section 1, have the meanings given here for all purposes relating to Rails. Other capitalized terms have the meanings given in the Agreement or DPA.

These Rails Terms constitute an Order Form under the OSA (or a product schedule, order, or addendum under the MSA) and apply solely to Transcend Rails.

Order of Precedence; Rails-Specific Agreement. If Customer and Transcend have entered into a separately signed written agreement that expressly governs Customer's access to and use of Rails (a "Rails-Specific Agreement"), that agreement controls, and these Rails Terms apply only to the extent a subject is not addressed in the Rails-Specific Agreement. The remainder of this Section applies only if there is no Rails-Specific Agreement in effect. If Customer has a written agreement with Transcend, including a signed MSA, order form, statement of work, or data processing addendum (each, other than a Rails-Specific Agreement, a “Written Agreement”), then, notwithstanding any order-of-precedence, entire-agreement, amendment, or similar provision in that Written Agreement: (a) these Rails Terms control in the event of any conflict or inconsistency between these Rails Terms and the Written Agreement with respect to Customer’s access to and use of Rails; and (b) the defined terms set out in or incorporated into these Rails Terms (including “Rails,” “Rails Users,” “Usage Data,” “Customer Account Data,” “Plan,” and “Paid Subscription”) govern for all purposes relating to Rails, and replace any different or conflicting definition of the same or a similar term in the Written Agreement for those purposes. The Written Agreement continues to govern Customer’s use of all other Transcend Services. For clarity, the Written Agreement includes any data processing addendum and its annexes, and Section 4.5 modifies those annexes for Rails. Transcend’s obligations under the DPA, as modified by Section 4.5, continue to apply to Customer Personal Data processed in Rails, as described in Section 5.1. If a Written Agreement requires amendments to be made in a writing signed by both parties, Transcend may condition Customer's access to and use of Rails on execution of a Rails-Specific Agreement.

1. Definitions

1.1 “Transcend Rails” or “Rails” means Transcend’s runtime agent control service, including its policy draft assistant, gateway, guardrails, and related features, made available at app.withrails.ai and related withrails.ai subdomains, together with its associated documentation published at withrails.ai. Rails is a Trial and Beta under the Agreement (including Section 1.6 of the OSA).

1.2 “Free Trial Period” means the thirty (30) day period beginning on the date Transcend first makes Rails available to Customer, or any longer period Transcend designates in writing or within Rails.

1.3 “Paid Subscription” means Customer’s month-to-month subscription to Rails following the Free Trial Period under Section 3.

1.4 “Plan” means the Rails plan Customer selects, including its monthly subscription fee, included entitlements (for example, the number of connected and provisioned agents), and usage-based fees, as described on the Rails pricing page on the Rails Sites or within app.withrails.ai at the time of purchase.

1.5 “Rails Users” means Customer’s employees and contractors whom Customer permits to access or use Rails, including Authorized Users.

1.6 “Payment Processor” means the third-party payment processor Transcend uses to process payments for Rails, currently Stripe.

1.7 “Rails Sites” means withrails.ai, app.withrails.ai, and any other withrails.ai subdomain through which Transcend makes Rails, its documentation, or its sign-up and billing pages available.

1.8 “Usage Data” has the meaning given in the OSA, which is data and information generated from Customer’s use of the Services, including technical logs, metadata, and operational metrics, that do not include Customer Data, and includes the Rails usage information described in Section 5.2.

1.9 “Customer Account Data” has the meaning given in the OSA, which is any Personal Data that relates to Customer’s relationship with Transcend, including the names or contact information of Authorized Users and billing information, as expanded for Rails by Section 5.3.

1.10 Incorporated OSA Definitions. If Customer has a Written Agreement, the definitions in Sections 1.8 and 1.9, and any other OSA definition referenced in these Rails Terms, are incorporated into these Rails Terms and apply to Rails even if the Written Agreement does not define the term or defines it differently.

1.11 “Trial User” means the individual who registers for Rails on Customer’s behalf during the Free Trial Period.

1.12 “Production Data” means (a) data from, or traffic generated by, Customer’s live production systems, environments, agents, or Third-Party Services, and (b) personal data relating to Customer’s customers, end users, or employees or other individuals other than the Trial User; in each case excluding synthetic, test, or sample data created for evaluation.

2. Free Trial

2.1 Access. Access to Rails is subject to Transcend’s approval, and Transcend may approve, decline, or limit any request for access in its discretion. During the Free Trial Period, Customer may use Rails free of charge, solely for Customer’s internal evaluation and subject to the Plan limits, the usage limitations in Section 2.6, and any other usage limits Transcend makes available within Rails or on the Rails Sites.

2.2 End of Free Trial. Rails will not convert to a Paid Subscription and Customer will not be charged unless Customer affirmatively enrolls in a Paid Subscription and provides a valid payment method. If Customer does not enroll by the end of the Free Trial Period, Transcend may suspend Customer’s access to Rails. Transcend may delete Customer Data in Rails thirty (30) days after suspension, subject to the DPA.

2.3 Extension. Transcend may extend the Free Trial Period in its discretion, by notice to Customer or within Rails.

2.4 No Production Data During the Free Trial. During the Free Trial Period, Customer will use Rails only with synthetic, test, or sample data, and will not submit, connect, or route any Production Data to or through Rails, including by connecting Rails to agents, tools, or Third-Party Services that access Production Data. Customer is solely responsible for any Production Data submitted in breach of this Section 2.4, and Transcend may suspend Customer’s access to Rails or delete that data without liability.

2.5 Trial User Data Only. During the Free Trial Period, the only personal data Customer may provide to Transcend under these Rails Terms is the Customer Account Data of the Trial User (such as name, business email address, and login and authentication information), and Customer will not provide personal data relating to any other individual.

2.6 Usage Limitations During the Free Trial. Transcend may, in its discretion, impose commercially reasonable limitations on Customer’s use of Rails during the Free Trial Period to manage the cost and capacity of operating Rails, including limits on the number of agents, users, policy decisions, requests, API calls, model, inference, or token usage, connected tools, compute, and storage, and rate limits or throttling. Transcend may apply or change these limitations at any time, with or without notice, and may suspend or restrict use that exceeds them or that Transcend reasonably determines is excessive or inconsistent with internal evaluation. Transcend has no obligation to provide any minimum level of capacity, throughput, or performance during the Free Trial Period.

3. Paid Subscription and Monthly Billing

3.1 Enrollment. To continue using Rails after the Free Trial Period, Customer must enroll in a Plan and provide a valid credit card or other payment method accepted by Transcend through the Payment Processor.

3.2 Fees. Customer will pay (a) the monthly subscription fee for its Plan, billed in advance at the start of each monthly billing period, and (b) any usage-based fees (including fees for usage exceeding the Plan’s included entitlements), billed monthly in arrears. Fees are stated in U.S. dollars and are exclusive of taxes, which Customer will pay in accordance with the Agreement.

3.3 Recurring Charge Authorization. BY ENROLLING IN A PAID SUBSCRIPTION, CUSTOMER AUTHORIZES TRANSCEND AND THE PAYMENT PROCESSOR TO CHARGE CUSTOMER’S PAYMENT METHOD ON A RECURRING MONTHLY BASIS FOR ALL APPLICABLE FEES AND TAXES UNTIL CUSTOMER CANCELS. Customer will keep its payment method and billing information current.

3.4 Renewal and Cancellation. Each Paid Subscription renews automatically for successive one (1) month periods. Customer may cancel at any time in its account settings at app.withrails.ai or by emailing support+rails@transcend.io (mailto:support+rails@transcend.io). Cancellation takes effect at the end of the then-current monthly billing period, and Customer remains responsible for usage-based fees incurred through that date. Fees already paid are non-refundable, except as stated in Section 7.3.

3.5 Plan Changes. Customer may upgrade its Plan or purchase additional entitlements within app.withrails.ai, effective immediately and charged as shown at the time of purchase. Transcend may change Plan pricing or entitlements for Paid Subscriptions by giving Customer at least thirty (30) days’ notice, effective at the start of the next monthly billing period.

3.6 Usage Measurement. Usage is measured by Transcend’s metering systems, and Transcend’s records control absent manifest error. Because Rails is in beta, metering may contain errors. Transcend will correct any confirmed metering error by adjusting or crediting the affected charges, which is Customer’s sole remedy for metering errors. Customer must raise any good-faith billing dispute within thirty (30) days after the charge.

3.7 Failed Payments. If a charge fails, Transcend may retry it and notify Customer. If payment is not received within ten (10) days after that notice, Transcend may suspend Rails until payment is made.

3.8 Relationship to Agreement Payment Terms. This Section 3 replaces, for Rails only, the invoicing, payment timing, renewal, and suspension-notice terms of the Agreement (including Sections 4.2, 4.4, and 5.2 of the OSA). All other payment terms of the Agreement apply.

4. Beta Status; Disclaimers

4.1 Beta Service. Rails is a Trial and Beta during both the Free Trial Period and any Paid Subscription, until Transcend designates Rails as generally available. Rails and its features: (a) may not be in final form or fully functional; (b) may contain errors, defects, or inaccuracies; (c) may produce inaccurate or unexpected results; and (d) may be modified, suspended, or discontinued, in whole or in part, at any time.

4.2 Agent Control Disclaimer. Rails is designed to help Customer apply policies to AI agents and their tools, but it does not guarantee that any agent action will be detected, permitted, blocked, or modified as intended. Customer remains solely responsible for (a) its agents, models, and the third-party services they connect to; (b) the policies it configures; (c) the outputs and actions of its agents; and (d) maintaining its own security, access, and approval controls. Rails is not a substitute for those controls.

4.3 AI Features. Certain Rails features use artificial intelligence, including policy drafting assistance, and may produce inaccurate or incomplete outputs. AI functionality is integral to Rails and cannot be disabled or separately deselected. By using Rails, Customer enables and opts in to the AI features that the DPA treats as optional for Transcend's other Services. Customer is responsible for reviewing outputs before relying on or deploying them.

4.4 No Warranty, SLA, or Support. RAILS IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT ANY WARRANTY, SERVICE LEVEL COMMITMENT, SUPPORT, OR MAINTENANCE OBLIGATION OF ANY KIND, AND TRANSCEND DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

4.5 Compliance and Security Representations. Customer acknowledges and agrees that:

(a) Rails, including during the Free Trial Period, is not within the scope of Transcend’s third-party audits or certifications (including SOC 2 and ISO 27001), no SOC 2 or ISO 27001 report, certificate, or attestation covers Rails, and Rails has not completed Transcend’s standard production security program, including penetration testing and human code review. Transcend’s security questionnaire responses, service level commitments, and data residency or hosting-location commitments do not apply to Rails.

(b) For Rails only, Annex II (Technical and Organizational Measures) of the DPA, and any similar security exhibit in a Written Agreement, is modified so that statements regarding SOC 2 Type II or ISO 27001 certification, annual penetration testing and external audits, and testing and review of code changes before production do not apply. Instead, for Rails, Transcend will implement and maintain administrative, physical, and technical safeguards that are commercially reasonable and appropriate to the beta nature of Rails and to the categories of data Customer is permitted to submit to Rails under Section 5.6. Transcend may update these safeguards from time to time, provided that it will not materially degrade the overall security of Rails during the term of Customer's use. Transcend will make a current description of these safeguards available to Customer on request.

(c) Transcend will notify Customer of any Security Incident affecting Customer Data in Rails as required by the DPA.

4.6 Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT, TRANSCEND’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO RAILS WILL NOT EXCEED (A) DURING THE FREE TRIAL PERIOD, ONE THOUSAND U.S. DOLLARS ($1,000); AND (B) DURING A PAID SUBSCRIPTION, THE GREATER OF ONE THOUSAND U.S. DOLLARS ($1,000) OR THE FEES PAID BY CUSTOMER FOR RAILS IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. The exclusion of indirect and consequential damages in the Agreement applies to Rails. Any indemnification obligation of Transcend under the Agreement applies to Rails and is subject to the limits in this Section 4.6. This Section 4.6 does not limit Transcend’s liability for its breach of Section 6 (Confidentiality) of the Agreement, except that, consistent with Section 9.3 of the OSA, claims arising from or relating to Customer Data are not excluded from, and remain subject to, the limits in this Section 4.6.

5. Data

5.1 Customer Data. Customer Data submitted to or processed by Rails (including agent activity, policy decisions, and audit records) is processed by Transcend as a processor on Customer’s behalf in accordance with the Agreement and the DPA. To provide the AI features described in Section 4.3, Transcend engages a third-party large language model provider, currently OpenAI OpCo, LLC, as a Sub-processor under the DPA. Consistent with Section 4.5(a), processing by that Sub-processor may occur outside any hosting region Customer has selected for Transcend's other Services. Transcend maintains its current subprocessor list at docs.transcend.io (https://docs.transcend.io/docs/articles/security/transcends-subprocessors). Transcend will not use Customer Data to train generalized machine learning models.

5.2 Usage Data. Rails generates Usage Data, including aggregated counts of policy decisions, agents, agent hours, and similar operational metrics, which do not include Customer Data. Transcend uses Usage Data under the Agreement, including to meter usage, enforce Plan limits, bill Customer, and operate and improve Rails.

5.3 Customer Account Data. For Rails, Customer Account Data includes the names, email addresses, login and authentication information, and account settings of Rails Users (during the Free Trial Period, the Trial User only, as provided in Section 2.5), and the names, contact details, and billing information of Customer’s billing contacts. Transcend processes Customer Account Data as an independent controller to provide and administer Rails, authenticate Rails Users, and bill and collect payment, in accordance with the Agreement and Transcend’s Privacy Notice at privacy.transcend.io/policies (https://privacy.transcend.io/policies), which applies to the Rails Sites and is linked from them.

5.4 Rails Service Providers. Transcend uses or may use the following service providers, acting on Transcend’s behalf, to provide Rails. They process Customer Account Data and Usage Data, not Customer Personal Data, and, so long as Customer complies with Section 5.5, are not Sub-processors under the DPA. Transcend lists them here for transparency and may replace or add service providers that serve similar functions:

(a) WorkOS, Inc. – authentication, single sign-on, and Rails User account management (United States). Transcend does not use WorkOS directory sync or SCIM for Rails, and Rails User accounts are created when a user first signs in;

(b) Metronome Technologies, Inc. (a Stripe company) – usage metering and invoicing, using Usage Data keyed to an internal account identifier (United States); and

(c) Stripe, Inc. – payment processing. Customer provides payment card details directly to Stripe, and Transcend does not store full payment card numbers. Stripe’s processing is also subject to Stripe’s privacy policy (United States).

5.5 Customer Responsibilities. Customer will not configure Rails, or submit content through account, profile, or billing fields, in a way that causes Customer Personal Data (other than Customer Account Data) to be sent to the service providers listed in Section 5.4.

5.6 Prohibited Data During the Beta. While Rails is a Trial and Beta, Customer will not submit to Rails, or configure Rails or its agents to process through Rails: (a) protected health information or other health data; (b) payment card data or financial account numbers; (c) government-issued identification numbers; (d) special categories of personal data or other sensitive personal information under applicable law; (e) data subject to export controls, or to legal, regulatory, or contractual requirements for specific security certifications or data residency; or (f) production secrets, credentials, or keys, except as needed to connect Third-Party Services. Transcend recommends using synthetic, test, or limited data during the beta. Customer is responsible for any data it submits in breach of this Section 5.6.

6. Third-Party Services

Rails connects to third-party models, agents, tools, and MCP or other services that Customer chooses (“Third-Party Services”). Customer is responsible for obtaining the rights and credentials needed to connect them and for complying with their terms. Transcend is not responsible for Third-Party Services or for any act or omission of a Third-Party Service, including actions taken through it by Customer’s agents.

7. Termination and Discontinuation

7.1 By Customer. Customer may stop using Rails at any time during the Free Trial Period, and may cancel a Paid Subscription under Section 3.4.

7.2 By Transcend. Transcend may suspend or terminate Customer’s access to Rails, or discontinue Rails, at any time by notice within app.withrails.ai, on the Rails Sites, or by email. Transcend will give at least thirty (30) days’ notice before discontinuing Rails for paying customers, unless a shorter period is required for security, legal, or operational reasons.

7.3 Refund on Discontinuation. If Transcend discontinues Rails or terminates Customer’s Paid Subscription for reasons other than Customer’s breach or non-payment, Transcend will refund any prepaid subscription fees for the unused portion of the then-current monthly billing period.

7.4 Effect. Upon termination or cancellation, Customer’s right to use Rails ends, Customer will pay all fees incurred through the effective date, and Transcend will delete Customer Data in Rails in accordance with the DPA.

8. General

8.1 Feedback. Transcend may use any feedback Customer provides about Rails without restriction or obligation.

8.2 Changes. Transcend may update these Rails Terms by posting the updated version on the Rails Sites and giving notice within app.withrails.ai or by email. Updates take effect at the start of Customer’s next monthly billing period (or, during the Free Trial Period, upon notice). Customer’s continued use of Rails after an update takes effect constitutes acceptance; if Customer does not agree, Customer may cancel under Section 3.4.

8.3 General Availability. If Transcend makes Rails generally available, Transcend may require Customer to accept updated terms or an Order Form to continue using Rails.

8.4 Relationship to the Agreement. Except as expressly modified in these Rails Terms, the Agreement, including its governing law, venue, confidentiality, notice, and survival provisions, applies to Customer’s access to and use of Rails.

8.5 Evaluation Results. Rails is a Trial and Beta, and its performance, accuracy, and availability are not representative of a generally available service. Customer will not publish or otherwise make available to any third party any benchmark, performance, or comparative testing results relating to Rails without Transcend’s prior written consent. This Section 8.5 does not restrict Customer’s internal evaluation of Rails or any disclosure required by law.