Online Subscription Agreement

This Online Subscription Agreement (this “Agreement”) is entered into between NimbusLabs, LLC, a California limited liability company (“Provider”), and the organization, or the individual acting in a business or professional capacity, purchasing a subscription to one or more NimbusLabs applications through Provider’s online checkout (“Customer”). Where Provider and Customer have signed a separate Subscription Agreement covering the same Application and NetSuite account, that signed agreement supersedes this Agreement as to that Application and account from its effective date. A purchase order, order document or portal terms that does not itself contain subscription terms does not supersede or modify this Agreement (Section 15.2).

The individual completing checkout represents that they are at least 18 years old and are authorized to bind Customer to this Agreement. The Applications are offered for business use only and are not offered to consumers. Customer represents that it is not located in, and will not use the Applications in, any country or territory subject to comprehensive trade sanctions, and that it is not a person with whom dealings are prohibited under applicable export control or sanctions laws. Provider’s record of acceptance is the order made at checkout: its order identifier, the purchasing user’s email address, the NetSuite account identifier supplied at checkout, the date and time of the order, and the attributes the acceptance box writes to the order, naming the version of this Agreement and of the DPA it presented and the time it was checked. The version of this Agreement and of the DPA accepted is the version the acceptance box named, which is the version in force at that date and time; Provider dates every version and keeps each one. For a Subscription that came under this Agreement at a renewal after notice, in place of earlier terms, Provider’s record is the order for that Subscription together with the notice and the renewal date, and the version of this Agreement and of the DPA in force at that renewal is the version accepted. Customer consents to that record being made and retained as evidence of acceptance.

1. Definitions

“Application” means a NimbusLabs software application made available by subscription, currently NimbusDash and NimbusQL, together with any updates, new versions, and documentation that Provider makes generally available to subscribers of that application. Each Application is a separate product, licensed separately.

“Subscription” means Customer’s subscription to a single Application under an Order. Customer may hold Subscriptions to one or more Applications. This Agreement applies only to the Applications identified in Customer’s Order, and purchasing a Subscription to one Application confers no right to access or use any other Application.

“Order” means the order confirmation Provider issues on completion of checkout. The Order identifies each Application purchased and, for each one, the subscription plan, the Fees, the billing period, the production NetSuite account covered, and any AI allowance included. Each Order is governed by and incorporates this Agreement. Schedule A describes what the Order contains.

“Subscription Term” means, for each Subscription, the billing period stated in the Order for that Application (monthly or annual), together with any renewal periods. Subscriptions to different Applications may have different Subscription Terms and renewal dates.

“Authorized Users” means Customer’s employees, contractors, and agents whom Customer permits to use an Application.

“Customer Data” means any data, content, or information submitted to or processed by an Application by Customer or its Authorized Users.

“Fees” means the subscription charges stated in the Order.

“DPA” means Provider’s Data Processing Agreement at nimbuslabs.com/dpa, in the version current on the date Customer accepts this Agreement, as later updated under Section 15.3. That version governs Provider’s processing on and after the date Customer accepts this Agreement. Where Customer previously accepted a Free Trial Agreement for the same Application and account, the DPA version that agreement incorporated continues to govern the processing that took place before that date, without affecting either Party’s rights or claims relating to that earlier processing.

2. License Grant

Subject to Customer’s payment of applicable Fees and compliance with this Agreement, Provider grants Customer and its Affiliates a limited, non-exclusive, non-transferable right to access and use each Application identified in the Order, during the Subscription Term for that Application, solely for the internal business purposes of Customer and its Affiliates. “Affiliate” means any entity that controls, is controlled by, or is under common control with Customer, where “control” means direct or indirect ownership of more than fifty percent (50%) of the voting interests of the subject entity.

For each Application, the Fees entitle Customer to install and use that Application in (i) the one (1) production NetSuite account identified in the Order for that Application and (ii) all sandbox, development, and release-preview accounts provisioned by Oracle NetSuite under, and tied to, that production account, in each case at no additional charge. Use of an Application in a separate production NetSuite account requires an additional Subscription to that Application.

Customer may permit Authorized Users, including Authorized Users of its Affiliates, to access the Applications. Customer remains responsible for all acts and omissions of its Affiliates and Authorized Users in connection with the Applications, and for any use of the Applications under its account.

3. Use Restrictions

Customer shall not, and shall not permit any third party to:

• Sublicense, resell, transfer, assign, or otherwise make any Application available to any third party other than Authorized Users.
• Reverse engineer, decompile, disassemble, or attempt to derive the source code of any Application, except to the extent applicable law expressly permits it despite this restriction.
• Modify, adapt, translate, or create derivative works based on any Application, except that Customer may configure an Application and may create custom fields, custom records, saved searches, workflows, reports, dashboards, and SuiteScripts within its own NetSuite accounts that interact with an Application in the ordinary course of administering those accounts.
• Remove, alter, or obscure any proprietary notices, branding, or labels on any Application.
• Use Provider’s Confidential Information, or copy or reproduce any Application, in order to develop, market, or sell a product or service that competes with that or any other Application. For clarity, nothing in this Agreement restricts Customer from developing, procuring, or using dashboards, queries, reports, or other functionality for its own internal business purposes.
• Use an Application in a production NetSuite account not covered by an Order for that Application, share a single Subscription across separate production accounts, or use an Application for which Customer holds no Subscription.
• Access any Application through automated or non-human means except through interfaces Provider makes available for that purpose, or systematically retrieve data from an Application to build a competing compilation or database.
• Circumvent, disable, or interfere with security-related or licensing-related features of any Application.
• Publish or disclose any benchmark, performance test, or comparative evaluation of any Application to any third party other than Customer’s own professional advisers and auditors under a duty of confidentiality, without Provider’s prior written consent.
• Use any Application in violation of any applicable law, regulation, or third-party rights, or introduce malicious code, viruses, or other harmful components into any Application.

4. Subscription Term, Renewal, and Cancellation

Each Subscription begins when Provider issues the Order for that Application and continues for the billing period stated in the Order. Each Subscription renews automatically for successive periods of the same length unless Customer cancels that Subscription before its renewal date, except a Subscription bought as a one-time purchase where checkout offers one, which does not renew: it ends at the end of the billing period stated in the Order, and Customer may buy a further period at the price then offered. Subscriptions to different Applications run independently: each has its own renewal date, and canceling or terminating one Subscription does not affect any other.

Customer may cancel any Subscription at any time through its customer portal or by emailing support@nimbuslabs.com, identifying the Application concerned. Cancellation takes effect at the end of the then-current billing period for that Subscription, and Customer retains access to that Application through the end of that period. Except where this Agreement or the DPA expressly provides a refund, or applicable law requires one, Fees are non-refundable, and no partial or pro-rated refund is issued for any unused portion of a billing period on a cancellation by Customer for convenience.

Provider may change the Fees or any included AI allowance for an Application with effect from a renewal period by giving Customer at least thirty (30) days’ notice by email before that Subscription’s renewal date. A change does not take effect during a period Customer has already paid for. If Customer does not accept a change, Customer may cancel the affected Subscription before its renewal date and the change will not apply.

Provider may terminate or decline to renew any Subscription on thirty (30) days’ notice, in which case Provider will refund any Fees prepaid for the unused portion of the then-current billing period for that Subscription.

5. Fees and Payment

Customer agrees to pay the Fees stated in the Order for each Application purchased. Provider accepts the payment methods offered at checkout. Customer authorizes Provider and its payment processor to charge Customer’s selected payment method for the Fees and for each renewal period of each Subscription that renews automatically, until that Subscription is canceled. All amounts are in U.S. dollars.

Customer agrees to provide current, complete, and accurate purchase and billing information and to keep it updated, including the payment method, expiry date, and billing email address. Sales and similar taxes will be added where required, and Fees are exclusive of such taxes.

If a payment fails or undisputed Fees become past due, Provider may suspend access to the affected Application after giving the written notice and the fifteen (15) day opportunity to cure that Section 13 provides for unpaid Fees, and may terminate under Section 13. Overdue amounts accrue interest at 1.5% per month, or the maximum rate permitted by applicable law, whichever is lower. Provider may decline any order before issuing the Order confirmation. Where an Order was issued at a price that was a genuine error, Provider honors that price for the billing period Customer has paid for, and may correct it only with effect from a renewal period, on the notice Section 4 requires. If Customer is charged more than the price stated in the accepted Order, plus applicable taxes, Provider refunds the difference. Provider does not otherwise increase the Fees of an accepted Order, and never reprices service already delivered.

6. Intellectual Property

Provider retains all right, title, and interest, including all intellectual property rights, in and to the Applications, all underlying technology, software, documentation, designs, and any improvements or derivative works thereof.

This Agreement does not transfer any ownership rights to Customer. All rights not expressly granted herein are reserved by Provider. If Customer provides suggestions, comments or other feedback about any Application, Customer grants Provider a perpetual, irrevocable, worldwide, royalty-free license to use, modify and incorporate that feedback into Provider’s products and services without restriction or obligation. That license does not extend to Customer Data or Customer’s Confidential Information included in a feedback submission, which Provider uses only as necessary to provide support and evaluate the feedback.

7. Customer Data and Privacy

Customer retains ownership of all Customer Data. Provider will not sell, share, or disclose Customer Data to third parties except as necessary to operate the Applications, including transmission to the AI services described in this Section 7, as required by law, or with Customer’s consent.

Provider shall implement and maintain commercially reasonable technical and organizational security measures to protect Customer Data against unauthorized access, loss, or disclosure. Customer is solely responsible for the accuracy, quality, and legality of Customer Data and for obtaining any necessary consents from end users.

Provider’s Privacy Policy at nimbuslabs.com/privacy-policy describes the account, license and billing information, and the administration of support requests, that Provider handles as its own business records. The DPA is incorporated into this Agreement and applies whenever Provider processes personal data on Customer’s behalf under it, including through NimbusAI’s included provider and when Customer gives Provider access to a NetSuite account under Section 9.1(iii), and when Customer sends Provider content so that a support request can be resolved. Where the DPA and this Agreement conflict on the DPA’s subject, the DPA prevails.

The Applications run inside Customer’s own NetSuite account. Keeping data there, regulated data included, does not extend Provider’s services or compliance commitments to it: that data remains subject to Customer’s own agreements with Oracle and its own compliance measures, while this Agreement continues to govern Customer’s use of the Applications with it. Provider offers no HIPAA business associate agreement, no FISMA, Gramm-Leach-Bliley or other specialized regulatory compliance commitment, and no commitment that the Applications meet a particular industry regime, unless separately agreed in writing. What Customer may send to NimbusAI or to Provider is governed by the General paragraph of this Section 7.

AI Features. Certain Applications include optional AI features (“NimbusAI”). AI features are currently available in NimbusDash. Where Provider makes AI features available in another Application, this sub-section applies to that Application from the date those features are made available. AI features may send Customer-authorized dashboard or query context from Customer’s NetSuite environment to an AI service. In NimbusDash that context includes the user’s request, recent chat context, the dashboard’s structure (column names and types), grid state (including filter values), and, for each column, its most frequent values and their counts, and, under Bring-Your-Own Key only and only where Customer enables a row option, sample or filtered rows; on the included provider the Application never attaches dashboard rows as request context, although values can still travel in filter values, in column statistics and in what a user types or the conversation carries. Where NimbusAI is made available in NimbusQL, its context includes the user’s request, the catalog of record types and fields NimbusQL reads from Customer’s account, and the current query and its state, including any values written in the query text; on the included provider the Application never attaches query results, although values can still travel in the query text and in what a user types. Customer authorizes this through an administrator-level setting in Customer’s NetSuite account, chooses which roles may use NimbusAI, and may disable it at any time; a change applies to requests made after it. Provider describes what NimbusAI sends, and what is kept, at nimbuslabs.com/ai-data-handling, which Provider may update and which does not amend this Agreement. Customer acknowledges that filter values, column statistics, and query text may themselves constitute Customer Data even where no records are transmitted.

(a) Bring-Your-Own Key. Where an Application offers it (currently NimbusDash only), Customer may configure that Application to call a third-party AI provider selected by Customer (currently OpenAI or Anthropic) using API credentials that Customer stores in Customer’s own NetSuite account. Those requests are sent from Customer’s NetSuite environment directly to the selected provider, and requests to OpenAI are sent with OpenAI’s storage option turned off. Provider does not receive, store, or process that content, and does not receive, handle, or process Customer’s API credentials. Customer is solely responsible for (i) providing and managing those credentials; (ii) agreeing to that provider’s terms; and (iii) any fees charged by that provider. Provider may add or change the supported providers on notice to Customer.

(b) Included provider. NimbusAI’s included provider is part of each NimbusDash subscription from the date Provider makes it available for NimbusDash on Customer’s account, and of a NimbusQL subscription once NimbusAI is available in NimbusQL; Customer may then use NimbusAI with it without providing its own AI credentials. Requests are sent from Customer’s NetSuite environment, over an encrypted connection, through an API gateway in Provider’s Microsoft Azure subscription to an Azure AI service operated by Microsoft Corporation in that subscription, in the United States. The gateway is a Microsoft-managed service that Provider has configured to record no request or response content and no client IP addresses, and Provider does not enable request tracing on that traffic; Provider’s own application servers never receive prompt or response content.

From those requests, Provider’s licensing platform receives only usage metadata: Customer’s NetSuite account identifier, the product and environment, the model deployment used, request and call identifiers, request status, token counts, computed cost, and timestamps. Provider uses, retains, and deletes that metadata as the DPA provides, and keeps a monthly summary of the account’s allowance use as its own business record, as the DPA describes.

Subprocessors. Microsoft Corporation is the only subprocessor that receives prompt or response content; Amazon Web Services hosts the licensing platform that holds the usage metadata. Provider’s current subprocessors are listed at nimbuslabs.com/subprocessors, and Provider gives notice of a change as the DPA provides.

Abuse monitoring. Microsoft’s standard abuse-monitoring process applies, and Provider has no exemption from it. Microsoft may select prompts and completions for review. Its automated abuse-review system does not store prompts or completions. Content selected for human review by authorized Microsoft employees is held in a separate store, isolated to Provider’s Azure resource, not available to OpenAI or to other customers, and not used to train models. Microsoft’s current terms govern what that process covers and how long anything is kept; Provider has no direct access to that store.

Training. Provider will not use Customer Data to train, fine-tune, or improve any AI or machine-learning model, and does not authorize Microsoft to do so. Microsoft states that prompts and completions submitted to the Azure AI service are not used to train generative AI foundation models, and are not used to improve Microsoft’s or any third party’s products, without the customer’s permission or instruction, which Provider does not give.

Allowance. Use of the included provider is subject to a monthly allowance of US$50.00 of AI service usage for each production NetSuite account covered by an Order for the Application concerned. The allowance is one pool for that production account and all of the sandbox, development and release-preview accounts tied to it, which draw on it together, and it is shared by all of their users. The allowance is measured in U.S. dollars of AI service usage, at the list prices of the model used for input, cached input, and output tokens, including any additional model call NimbusAI makes to complete one request, and resets on the first day of each calendar month (UTC); unused allowance does not carry over. Once recorded usage reaches the month’s allowance, new requests are refused until the next month begins, and a request already in progress may complete. Rate limits and other protective limits on Provider’s gateway may pause use before the allowance is exhausted. The included allowance never results in a charge to Customer: there is no overage and no usage-based invoice. Allowances are specific to the Application for which they are purchased and are not pooled, shared, or transferable between Applications. When an allowance is exhausted, Customer may wait until the allowance resets or, where the Application offers Bring-Your-Own Key, switch to it. Exhaustion of an allowance is not an unavailability of the Applications under Section 9 or a breach of the warranty in Section 10. Provider may throttle or suspend NimbusAI on notice where usage is abnormal or indicates abuse, automated querying at scale, or use inconsistent with this Agreement. An allowance may be changed only with effect from a renewal period, on the notice required by Section 4.

General. Customer is solely responsible for ensuring that any data it chooses to send under this Section is permitted under Customer’s agreements, policies, and applicable law. Unless a separate agreement signed by both Parties provides otherwise, Customer shall not send special category or sensitive personal data, payment card data, health data, or data subject to regulatory restrictions to NimbusAI by any channel, including in column or filter values, in questions or the conversation, or in query text, whichever provider NimbusAI uses, Bring-Your-Own Key included, and shall not send such data to Provider in a support request or by any other route. This does not prevent Support Access to an account that holds such data where the task can be done without reaching it; Provider’s personnel then avoid that data and export none of it, and stop the affected work and tell Customer if they meet it unexpectedly. Customer acknowledges that AI-generated output may be inaccurate or incomplete and should be reviewed before use. NimbusAI is provided “AS IS” and the disclaimers in Section 10 apply to it in full.

8. Confidentiality

“Confidential Information” means any non-public 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.

Each Party agrees to: (i) hold the other’s Confidential Information in strict confidence using at least the same degree of care it uses for its own confidential information, but no less than reasonable care; (ii) not disclose such information to any third party except as permitted in this Section; and (iii) use Confidential Information only to fulfill obligations under this Agreement. A Party may disclose Confidential Information to its employees, contractors, professional advisers, and service providers who have a need to know and who are subject to confidentiality obligations at least as protective as those set forth herein, and remains responsible for their compliance.

These obligations do not apply to information that: (a) is or becomes publicly known without breach of this Agreement; (b) was rightfully known before receipt; or (c) is independently developed without use of Confidential Information. A Party may disclose Confidential Information to the extent law or a court order requires, provided it gives the other Party reasonable prior notice where the law allows and discloses only what is required; the information otherwise remains Confidential Information.

9. NetSuite Environment, Availability, and Support

9.1 Customer Prerequisites

Each Application operates within Customer’s Oracle NetSuite environment. As a condition of using any Application, Customer shall, at its own expense: (i) maintain a valid and active subscription to Oracle NetSuite for each account in which an Application is installed; (ii) enable and maintain the NetSuite features and permissions required for the Application to function, including SuiteCloud and SuiteScript, SuiteAnalytics, SuiteApp or bundle installation, and any web services access identified in the documentation; (iii) where Customer asks Provider for installation, configuration, update, or support assistance that requires it, grant Provider temporary access to the applicable NetSuite account through a role with the minimum permissions the task requires, and remove that access when the task is complete; and (iv) remain responsible for the administration, configuration, and security of its own NetSuite accounts, including user provisioning, role permissions, and credential management. Provider holds no shared or service credentials for Customer’s NetSuite accounts and has no access to them except under clause (iii), through a role Customer assigns to named Provider personnel, each signing in with their own login, for that task. Provider uses that access only for that task, exports data from the account only where the task requires it and deletes any export when the task is complete, stops using the access when the task is complete and asks Customer to remove the role if Customer has not, and processes any personal data it can access through it under the DPA; the access itself lasts until Customer removes it.

Provider shall not be responsible for any failure or unavailability of an Application to the extent caused by Customer’s failure to meet the foregoing prerequisites, and no such failure or unavailability shall constitute a breach of this Agreement by Provider. If Customer ceases to maintain an active NetSuite subscription for an account, Customer’s ability to use the Applications in that account will cease, and no refund of prepaid Fees is due on that account.

9.2 NetSuite Platform Dependency and Releases

Customer acknowledges that Oracle NetSuite is a third-party platform that is not under Provider’s control, and that Oracle periodically issues platform releases (generally two per calendar year) that may modify or deprecate APIs, features, or behaviors on which the Applications depend. Provider will use commercially reasonable efforts to test each Application against each NetSuite release preview and to make it compatible with each NetSuite release within thirty (30) days after that release becomes generally available for Customer’s account.

Provider shall not be liable for any unavailability, degradation, error, or loss of functionality of an Application to the extent caused by (i) changes to, deprecations within, or defects in the NetSuite platform; (ii) Oracle’s suspension, throttling, or termination of Customer’s NetSuite account, or governance or usage limits applied by Oracle to that account; or (iii) customizations, scripts, or third-party SuiteApps in Customer’s NetSuite account that interfere with the Application.

9.3 Availability

Because each Application executes within Customer’s own NetSuite account, availability of that Application depends on the availability of that account and of the NetSuite platform, which Provider does not control. NetSuite scheduled maintenance windows and unscheduled outages will occur from time to time, and the Applications will be unavailable during those periods. Provider will use commercially reasonable efforts to keep any components hosted or operated by Provider available, excluding scheduled maintenance and circumstances beyond Provider’s reasonable control. Provider gives no uptime commitment or service level agreement in respect of the NetSuite platform itself. Where Customer uses NimbusAI, availability of that feature also depends on the Microsoft Azure AI service, which Provider does not control, and Provider gives no uptime commitment or service level agreement in respect of it.

9.4 Support and Maintenance

During each Subscription Term, and at no additional charge, Provider will: (i) make available to Customer the updates, bug fixes, and new versions of the relevant Application that Provider makes generally available to its subscribers; and (ii) provide email support to Customer’s designated administrators at support@nimbuslabs.com during Provider’s normal business hours (9:00 a.m. to 5:00 p.m. Pacific Time, Monday through Friday, excluding U.S. public holidays). Provider will use commercially reasonable efforts to acknowledge support requests within two (2) business days and to respond substantively to requests describing a material failure of an Application within a further two (2) business days. Provider may modify or remove features of an Application from time to time, provided it does not materially reduce the core functionality of that Application during a period Customer has paid for.

10. Warranties and Disclaimers

Provider warrants that: (i) it has the authority to enter into this Agreement; (ii) each Application will perform materially in accordance with its documentation during the Subscription Term for that Application; and (iii) Provider will not knowingly introduce malicious code into any Application.

If Customer notifies Provider of a material nonconformity with the foregoing warranty, Provider will use commercially reasonable efforts to correct the nonconformity. If Provider is unable to correct the material nonconformity within a reasonable period, Customer may terminate the affected Subscription and receive a prorated refund of prepaid Fees for the unused portion of the then-current billing period for that Subscription, notwithstanding Section 4. This remedy is Customer’s sole and exclusive remedy, and Provider’s entire liability, for breach of the foregoing performance warranty. It does not limit either Party’s obligations under Section 8, Section 12 or the DPA.

EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 10, THE APPLICATIONS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, CONDITIONS, AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. PROVIDER DOES NOT WARRANT THAT ANY APPLICATION WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT IT WILL OPERATE IN COMBINATION WITH THE ORACLE NETSUITE PLATFORM OR ANY OTHER THIRD-PARTY SOFTWARE, EXCEPT AS EXPRESSLY PROVIDED IN SECTION 9.

11. Limitation of Liability

To the maximum extent permitted by applicable law, neither Party shall be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, goodwill, or business interruption, arising out of or related to this Agreement or use of the Applications, even if advised of the possibility of such damages. This exclusion does not apply to amounts an indemnifying Party owes under Section 12 for a third-party claim, including damages awarded to or settled with the third party and defense costs, which are recoverable between the Parties as direct damages, subject, where Provider is the indemnifying Party, to the Enhanced Cap in this Section.

Each Party’s total liability arising out of or related to this Agreement, together with the DPA, for events occurring in a Contract Year shall not exceed the Fees for that Contract Year (the “General Cap”). For breach of Section 8 (Confidentiality), and for Provider’s indemnification obligations under Section 12, including defense costs, the liable Party’s total liability for events occurring in a Contract Year shall instead not exceed two times (2×) the Fees for that Contract Year (the “Enhanced Cap”). For this Section: (a) a “Contract Year” is each successive twelve (12) month period beginning on the date this Agreement first takes effect for Customer, which is the date Customer accepts it at checkout or, for a Subscription that came under this Agreement at a renewal, that renewal date, and a new version of this Agreement under Section 15.3 continues the same Contract Years; Contract Years stop at the end of the one in which the last Subscription ends, which is the final Contract Year, and if Customer later begins a new Subscription under this Agreement, they resume with the Contract Year in which it begins; (b) the “Fees for a Contract Year” are the Fees, across all Subscriptions, attributable to service in that Contract Year that Customer has paid or that have become payable by the time a claim is resolved; a Fee for a billing period is attributed to each Contract Year that period falls in, in proportion to its days in each, so a payment spanning two Contract Years is divided between them and counted once, and no Fee is counted for a renewal period Customer has not entered; (c) liability belongs to the Contract Year in which the event giving rise to it occurs; events arising from the same incident or the same underlying cause are one event, occurring when the first of them occurs, and a later, separate incident is a new event even where it involves the same system; and an event occurring after the final Contract Year, or while no Subscription is in effect, belongs to the most recent Contract Year in which a Subscription was in effect; (d) in each Contract Year, each cap is a single aggregate limit for all claims, events and causes of action under this Agreement and the DPA together, however many there are; the Enhanced Cap is not additional to the General Cap, and amounts that count against the General Cap also count against the Enhanced Cap; (e) an amount paid or agreed in settlement of, or awarded on, a claim counts against its Contract Year’s aggregate when paid, agreed or awarded, and a claim so resolved is not reopened if the Fees for that Contract Year later increase, which raises only what remains available for claims not yet resolved; and (f) where a signed Subscription Agreement supersedes this Agreement for an Application, events occurring before it takes effect remain subject to this Section. The limitations in this Section do not apply to Customer’s obligation to pay Fees, to Customer’s indemnification obligations under Section 12, to either Party’s fraud or willful misconduct, or to liability that cannot be limited under applicable law, including liability the SCCs do not allow to be limited where they apply, as section 13 of the DPA provides.

12. Indemnification

Customer agrees to indemnify, defend, and hold harmless Provider and its officers, members, employees, and agents from and against third-party claims, liabilities, damages, losses, and reasonable legal fees arising out of or related to: (i) Customer’s material breach of this Agreement or unlawful use of any Application; (ii) Customer Data that infringes or misappropriates a third party’s intellectual property, privacy, or other rights; or (iii) Customer’s violation of applicable law in connection with its use of any Application; except to the extent a claim is caused by Provider’s breach of this Agreement or the DPA, its misconduct, or its processing of personal data other than as the DPA permits.

Provider agrees to indemnify, defend, and hold harmless Customer and its officers, directors, employees, and agents from and against any claims by a third party alleging that an Application, as provided by Provider and used in accordance with this Agreement, infringes or misappropriates such third party’s intellectual property rights.

If an Application becomes, or in Provider’s reasonable opinion is likely to become, the subject of such a claim, Provider may, at its option and expense: (i) procure the right for Customer to continue using that Application; (ii) modify or replace it so that it is non-infringing while remaining materially equivalent in functionality; or (iii) if neither (i) nor (ii) is commercially reasonable, terminate the affected Subscription and refund any prepaid Fees for the unused portion of its then-current billing period. Provider has no obligation under this Section to the extent a claim arises from (a) Customer Data; (b) modifications to an Application not made by Provider; (c) combination of an Application with products, services, or data not provided by Provider, where the claim would not have arisen but for the combination, other than the Oracle NetSuite platform used as the documentation describes and any combination Provider provides, requires or approves in writing; (d) use of an Application other than in accordance with this Agreement and its documentation; or (e) output generated by an AI service under the AI Features provisions of Section 7.

As a condition to indemnification under this Section, the indemnified Party shall: (i) promptly notify the indemnifying Party in writing of the claim, provided that failure to do so relieves the indemnifying Party only to the extent it is materially prejudiced; (ii) give the indemnifying Party sole control of the defense and settlement of the claim, except that the indemnifying Party may not settle any claim in a manner that admits liability on the part of, or imposes non-monetary obligations on, the indemnified Party without its prior written consent; and (iii) provide reasonable cooperation at the indemnifying Party’s expense.

13. Termination

Either Party may terminate this Agreement, or any individual Subscription, for cause upon written notice if the other Party: (i) materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice describing the breach, or, in the case of a failure to pay undisputed Fees, within fifteen (15) days after receiving written notice; or (ii) becomes insolvent, makes a general assignment for the benefit of creditors, or becomes subject to bankruptcy or similar proceedings. Where a breach relates to a single Application, the terminating Party may terminate the affected Subscription alone and this Agreement continues in force for the remaining Subscriptions. Cancellation by Customer is governed by Section 4. Where Customer terminates a Subscription for Provider’s uncured material breach, Provider will refund the prepaid Fees for the unused portion of the then-current billing period for that Subscription.

Upon termination or expiration of a Subscription: (i) all rights granted to Customer in respect of that Application shall terminate; and (ii) Customer shall cease use of that Application, except that where the Application offers a free version under a Free Trial and Free Version Agreement Customer has accepted (currently NimbusQL), the Application continues in that free version under that agreement for as long as that agreement remains in force, and the uninstallation obligation below does not apply while it does. Upon termination of this Agreement in its entirety, each Party shall return or destroy the other’s Confidential Information upon request, subject to applicable law and routine backup or archival practices.

Within thirty (30) days after termination or expiration of a Subscription, unless the Application continues in a free version as the previous paragraph provides, Customer shall uninstall the relevant Application from each NetSuite account in which it is installed, and Provider may disable it remotely by ending its license; Provider cannot uninstall it. Customer acknowledges that each Application stores data in custom records, custom fields, and other objects within Customer’s NetSuite account, and that uninstalling an Application in accordance with standard Oracle NetSuite bundle or SuiteApp procedures may delete those objects and the data they contain. Customer is responsible for exporting or otherwise preserving any data it wishes to retain before uninstallation, and Provider will, upon Customer’s written request made prior to uninstallation, provide reasonable assistance with that export at no additional charge. Provider shall have no liability for data removed as part of a standard uninstallation of an Application.

Sections 5 (with respect to Fees accrued prior to termination), 6, 7, 8, 10, 11, 12, 13, 14, and 15 shall survive any termination or expiration of this Agreement.

14. Relationship of the Parties

The Parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, franchise, or employment relationship between the Parties.

15. General Provisions

15.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. Any disputes shall be subject to the exclusive jurisdiction of the federal and state courts located in San Diego County, California. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

15.2 Entire Agreement

This Agreement, together with the Order and the DPA, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, representations, and understandings. If these documents conflict, the SCCs prevail where they have been executed, then the DPA on its subject, then the Order as to the commercial terms it records, then this Agreement. No purchase order, vendor portal terms, or other document issued by Customer shall modify this Agreement, and any conflicting or additional terms in any such document are void.

15.3 Changes to this Agreement

Provider may issue a new version of this Agreement from time to time. A new version takes effect for a given Subscription at the start of that Subscription’s next renewal period, and Provider will give Customer at least thirty (30) days’ notice by email before that date. A new version does not apply during a period Customer has already paid for, and is not applied retroactively. If Customer does not accept a new version, Customer may cancel the affected Subscription before its renewal date in accordance with Section 4. Provider will maintain prior versions of this Agreement, identified by version number and effective date, at nimbuslabs.com/terms. A new version of the DPA is incorporated in the same way and on the same notice, unless Customer accepts it earlier, in writing to legal@nimbuslabs.com or through an administrator of Customer’s NetSuite account within the Application, in which case it applies from that acceptance; until then, the version Customer accepted governs. Publication of a version at nimbuslabs.com/terms or nimbuslabs.com/dpa is not by itself notice to Customer or acceptance by Customer.

15.4 Assignment

Neither Party may assign or transfer this Agreement, or any rights or obligations hereunder, without the other Party’s prior written consent, which shall not be unreasonably withheld, conditioned, or delayed; provided that either Party may assign this Agreement in its entirety, upon written notice and without the other Party’s consent, to a successor in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets or equity. Any attempted assignment in violation of this Section shall be null and void.

15.5 Severability

If any provision of this Agreement is found to be unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remainder of the Agreement shall continue in full force and effect.

15.6 Waiver

Failure by either Party to enforce any provision of this Agreement shall not constitute a waiver of that Party’s right to enforce such provision in the future.

15.7 Force Majeure

Neither Party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, government actions, or internet outages. This Section does not excuse an obligation to pay Fees.

15.8 Notices

Notices to Provider shall be sent to legal@nimbuslabs.com. Notices to Customer shall be sent to the billing or administrator email address associated with Customer’s Order, or to such other address as Customer designates by email to legal@nimbuslabs.com. Notices sent by email are deemed received on the next business day after transmission, absent a delivery failure notification. Notices under the DPA go to the Notice Address the DPA defines. Customer consents to receiving notices, disclosures, and other communications electronically, and agrees that electronic delivery satisfies any legal requirement that such communications be in writing.

Schedule A. Your Order

On completion of checkout, Provider issues an Order confirmation that forms part of this Agreement. This Agreement applies only to the Applications identified in that Order. The Order records:

For the Order as a whole

• Customer’s name (the company entered at checkout or, where none is entered, the purchaser’s name) and billing email address.
• The order identifier and order date.

For each Application purchased

• The Application (NimbusDash or NimbusQL) and the subscription plan purchased.
• The Fees, the billing period (monthly or annual), the start date, and, for a Subscription that renews automatically, the renewal date; a one-time purchase is identified as one.
• The production NetSuite Account ID covered. All sandbox, development, and release-preview accounts tied to that production account are included at no additional charge.
• Where the Application includes NimbusAI’s included provider, that it does; its allowance and where it runs are as Section 7 describes. Allowances are not shared between Applications.

Customer should retain the Order confirmation. A current copy is also available in Customer’s customer portal.

Version history

Version 1.1, effective September 30, 2026: first published version. Each version is dated, and the version that applies to a Subscription is the one Customer accepted at checkout or, after a change under section 15.3, the one in force from that Subscription's renewal. For subscriptions purchased online it replaces the Terms of Use last updated September 29, 2026, which continue to govern each customer who accepted them until that customer moves to an agreement that replaces them, as that page explains.