NimbusQL Free Trial and Free Version Agreement

This NimbusQL Free Trial and Free Version Agreement (this "Agreement") is between NimbusLabs, LLC, a California limited liability company ("Provider", "we", "us"), and the organization, or the individual acting in a business or professional capacity, on whose behalf NimbusQL is installed ("Customer", "you"). It governs your installation and use of the NimbusQL SuiteApp in your Oracle NetSuite account during its free trial (the "Trial") and afterward in its free version (the "Free Version", described in Section 3), whenever no paid NimbusQL subscription covers the account.

1. Acceptance, Authority, and Eligibility

The individual accepting this Agreement represents that they are at least 18 years old and are authorized to bind Customer to this Agreement. If that individual is a consultant, implementation partner, or other third party acting for Customer, they represent that they have Customer's authority to accept these terms on Customer's behalf.

The Trial is offered for business use only and is not offered to consumers. Customer represents that it is not located in, and will not use the Trial 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.

Customer accepts these terms either when NimbusQL is installed, in the terms NetSuite shows at installation, or within NimbusQL, where an administrator of Customer's NetSuite account accepts them on Customer's behalf. For an acceptance at installation, NetSuite records it for Provider: Provider's record is Customer's NetSuite account identifier and company name, the bundle version installed, the installation date, and the date these terms were most recently accepted, and the identity of the accepting user is recorded in Customer's own NetSuite account. For an acceptance within NimbusQL, Provider records it itself: Customer's NetSuite account identifier and the NetSuite environment it was accepted in, the version of NimbusQL in use, Customer's company name, the version of this Agreement accepted and the version of the DPA (Section 7) then in force, the accepting administrator's NetSuite internal user identifier and role, and the time of acceptance, and no name, email address, or IP address. The version of this Agreement and of the DPA accepted is the version in force on the date of acceptance; Provider dates every version and keeps each one. Customer consents to Provider's records being made and retained as evidence of acceptance.

2. Trial License

Subject to this Agreement, Provider grants Customer a limited, non-exclusive, non-transferable, revocable license to install and use the Trial in one (1) production NetSuite account and in the sandbox, development, and release-preview accounts provisioned by Oracle NetSuite under, and tied to, that production account, solely for Customer's internal evaluation of NimbusQL during the Trial Period. A Trial installed in more than one of those accounts is one Trial, with one Trial Period.

The Trial is provided for evaluation only. Customer shall not rely on the Trial, or on any query result, report, or other output of the Trial, for business, accounting, financial, tax, audit, regulatory, or other decisions, and shall independently verify any result before acting on it. One Trial is available per production NetSuite account, together with the accounts tied to it, unless Provider agrees otherwise in writing.

3. Trial Period, Expiry, and Free Version

The Trial Period begins when the Trial is first installed in any of the accounts Section 2 covers and ends thirty (30) days later, unless extended or terminated earlier (the "Trial Period"). Provider may extend the Trial Period in writing at its discretion.

When the Trial Period ends, or when a paid NimbusQL subscription covering the account ends, NimbusQL continues in its free version (the "Free Version"), with the features Provider makes available without a subscription, which are fewer than the Trial's and which Provider may change or withdraw at any time. Every provision of this Agreement that applies to the Trial applies to the Free Version in the same way, except that the Free Version has no Trial Period, continues until Customer uninstalls NimbusQL or either Party terminates this Agreement, and may be used for Customer's internal business purposes: the evaluation-only limit and the bar on relying on the Trial for business decisions in Section 2 do not apply to it, although Customer must still independently verify any result before acting on it.

Either Party may terminate this Agreement at any time, for any reason or no reason, with immediate effect. Provider may suspend or disable the Trial or the Free Version at any time, including where Provider reasonably suspects misuse, excessive usage, or use inconsistent with this Agreement, and is not required to give prior notice.

4. Restrictions

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

• Sublicense, resell, rent, transfer, or otherwise make the Trial available to any third party.
• Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Trial, except to the extent applicable law expressly permits it despite this restriction.
• Modify, adapt, translate, or create derivative works based on the Trial, except that Customer may configure the Trial and may create custom fields, custom records, saved searches, workflows, reports, and SuiteScripts within its own NetSuite account that interact with the Trial in the ordinary course of administering that account.
• Remove, alter, or obscure any proprietary notices, branding, or labels on the Trial.
• Use the Trial to circumvent, weaken, or work around NetSuite role permissions, record-level restrictions, or other access controls, or to access data that the acting user is not authorized to access.
• Use Provider's Confidential Information, or copy or reproduce the Trial, in order to develop, market, or sell a product or service that competes with NimbusQL.
• Publish or disclose any benchmark, performance test, or comparative evaluation of the Trial 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 the Trial in violation of any applicable law, regulation, or third-party rights, or introduce malicious code into the Trial.

5. Customer Responsibilities and NetSuite Environment

The Trial operates within Customer's Oracle NetSuite environment. Customer is responsible, at its own expense, for maintaining a valid NetSuite subscription, enabling the NetSuite features and permissions the Trial requires, and for the administration, configuration, and security of its own NetSuite accounts, including user provisioning, role permissions, and credential management.

Because the Trial executes queries against Customer's NetSuite data, Customer is solely responsible for assigning appropriate NetSuite roles and permissions to its users and for determining which users may run queries and view results. Provider does not control, and is not responsible for, the scope of data a given user can reach through Customer's own NetSuite permission configuration.

Oracle NetSuite is a third-party platform outside Provider's control. Provider is not responsible for any unavailability, degradation, error, or loss of functionality of the Trial caused by the NetSuite platform, by Oracle's actions, including governance or usage limits applied to Customer's account, or by other customizations, scripts, or SuiteApps in Customer's account.

Provider gives no availability, uptime, or service level commitment for the Trial, and is under no obligation to provide support, updates, bug fixes, or maintenance. Any assistance Provider chooses to give is voluntary and provided without obligation or warranty.

6. AI Features

NimbusQL does not currently include AI features, and Provider does not currently transmit Customer Data to any AI service in connection with NimbusQL.

If Provider makes its AI assistant ("NimbusAI") available in NimbusQL, it will be optional and off until an administrator enables it, and this Section then applies to it. NimbusAI sends Customer-authorized query context from Customer's NetSuite environment to an AI service: the user's request, the catalog of record types and fields NimbusQL reads from Customer's account to describe its data model, and the current query and its state, including any values written in the query text. It never attaches query results. Customer authorizes this through an administrator-level setting, chooses which roles may use NimbusAI, and may disable it at any time; a change applies to requests made after it. Customer acknowledges that query text and the values in it may themselves constitute Customer Data. Provider describes what NimbusAI sends, and what is kept, at https://nimbuslabs.com/ai-data-handling, which Provider may update and which does not amend this Agreement.

Included trial allowance. During the Trial Period only, NimbusAI runs on a hosted AI allowance of up to five United States dollars (US$5.00) of AI service usage in each calendar month (UTC) that falls within the Trial Period. The allowance belongs to the NetSuite account as one pool for the production account and its sandbox accounts together, and is shared by all of their users. Usage is measured by Provider 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. Unused allowance does not carry over from one month to the next. 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. The allowance has no cash value and is not transferable. The Free Version includes no AI allowance.

Requests made under the included allowance 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. 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 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. 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 https://nimbuslabs.com/subprocessors, and Provider gives notice of a change as the DPA provides.

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.

That restriction concerns what is sent to NimbusAI and to Provider. It does not restrict what Customer keeps in its own NetSuite account: keeping data there does not extend Provider's commitments to it, and that data remains subject to Customer's own agreements with Oracle and its own compliance measures. Where Customer's account holds such data, Provider accepts access to the account for installation or support only for a task that can be done without reaching that data, and stops the affected work and tells Customer if it meets such data unexpectedly. Provider offers no HIPAA business associate agreement or other specialized regulatory compliance commitment unless separately agreed in writing.

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. AI-generated output may be inaccurate or incomplete and must be reviewed before use.

7. Customer Data

Provider's Data Processing Agreement at https://nimbuslabs.com/dpa (the "DPA"), in the version current when Customer accepts this Agreement, or a later version Customer accepts as the DPA provides, is incorporated into this Agreement and applies to personal data that Provider processes on Customer's behalf under it, whether or not NimbusAI is available in NimbusQL, including in support as this Section describes. Where the DPA and this Agreement conflict on the DPA's subject, the DPA prevails.

"Customer Data" means any data, content, or information submitted to or processed by the Trial by Customer or its users, including query text and query results. Customer retains ownership of all Customer Data. The Trial operates within Customer's NetSuite environment; Provider holds no shared or service credentials for it and has no access to it unless Customer gives it. If Customer gives Provider access to its NetSuite account for installation or support, it is through a role Customer assigns to named Provider personnel, each signing in with their own login, for that task, with the minimum permissions the task requires, and it lasts until Customer removes it; Provider uses that access only for that task, stops using it when the task is complete and asks Customer to remove the role if Customer has not, and the DPA applies to personal data Provider can access through it and to content Customer sends Provider so that a support request can be resolved. What the Trial sends Provider is described in the next paragraph and, once NimbusAI is available in NimbusQL, in Section 6, and Provider does not otherwise extract or store Customer Data on its infrastructure, except an export a support task requires, which Provider deletes when the task is complete.

The Trial sends Provider limited account and acceptance information, described in Provider's Privacy Policy at https://nimbuslabs.com/privacy-policy: when Customer accepts this Agreement, the record described in Section 1; and when the Trial validates its license, Customer's NetSuite account identifier and the company information NetSuite holds for the account (the company's name and legal company name, its website and general email address, and its country, state, and time zone).

Customer is solely responsible for the accuracy, quality, and legality of Customer Data, for obtaining any necessary consents, and for determining whether the Trial is appropriate for the data Customer chooses to use with it.

8. Confidentiality

Each Party may receive non-public information of the other that is designated as confidential or that reasonably should be understood to be confidential. Each Party will hold such information in confidence using at least reasonable care, will not disclose it except to personnel and advisers with a need to know who are bound by comparable obligations, and will use it only for purposes of this Agreement. These obligations continue for two (2) years after this Agreement ends, and for a trade secret for as long as it remains one, and do not apply to information that is or becomes public without breach, was rightfully known before receipt, or is independently developed. A Party may disclose such information where law or a court order requires it, giving the other Party prior notice where the law allows and disclosing only what is required.

9. Feedback

Customer may, but need not, provide suggestions, comments, or other feedback about the Trial. 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. Feedback is provided voluntarily and, apart from any Customer Data or Customer Confidential Information in it, is not Customer's Confidential Information. The license does not extend to Customer Data or Customer Confidential Information included in or sent with a feedback submission: that material keeps its protection under this Agreement and the DPA, and Provider uses it only as necessary to provide support and evaluate the feedback.

10. Intellectual Property

Provider retains all right, title, and interest - including all intellectual property rights - in and to NimbusQL, the Trial, all underlying technology, software, documentation, and designs, and any improvements or derivative works thereof. This Agreement grants no ownership rights to Customer, and all rights not expressly granted are reserved by Provider.

11. No Warranty

THE TRIAL IS PROVIDED FREE OF CHARGE, "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTY OF ANY KIND. PROVIDER DISCLAIMS ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. PROVIDER DOES NOT WARRANT THAT THE TRIAL WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF DATA LOSS, THAT ANY QUERY RESULT OR REPORT WILL BE ACCURATE OR COMPLETE, OR THAT THE TRIAL WILL OPERATE WITH THE ORACLE NETSUITE PLATFORM OR ANY OTHER THIRD-PARTY SOFTWARE. THE TRIAL IS NOT A SUPPORTED PRODUCT AND MAY CONTAIN DEFECTS OR INCOMPLETE FEATURES.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PROVIDER SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, DATA, GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRIAL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

PROVIDER'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRIAL SHALL NOT EXCEED ONE HUNDRED UNITED STATES DOLLARS (US$100.00). CUSTOMER ACKNOWLEDGES THAT THE TRIAL IS PROVIDED WITHOUT CHARGE AND THAT THESE LIMITATIONS ARE A FUNDAMENTAL BASIS OF PROVIDER'S WILLINGNESS TO MAKE IT AVAILABLE. Provider gives no indemnity of any kind in respect of the Trial. These limitations do not apply to Provider's fraud or willful misconduct, or to any liability that cannot be limited under applicable law, including liability that the standard contractual clauses provided for in the DPA do not allow to be limited where they apply, as section 13 of the DPA provides.

13. Customer Indemnity

Customer will indemnify, defend, and hold harmless Provider and its officers, members, employees, and agents from and against any third-party claims, liabilities, damages, losses, and reasonable legal fees arising out of or related to: (i) Customer's breach of this Agreement or unlawful use of the Trial; (ii) Customer Data, including any claim that it infringes or misappropriates a third party's intellectual property, privacy, or other rights; or (iii) Customer's violation of applicable law in connection with the Trial; 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 will promptly notify Customer in writing of a claim, a delay relieving Customer only to the extent it is materially prejudiced, will give Customer sole control of the defense and settlement, except that Customer may not settle a claim in a way that admits liability on Provider's part or imposes non-monetary obligations on Provider without Provider's written consent, and will provide reasonable cooperation at Customer's expense.

14. Termination, Uninstallation, and Custom Records

On termination of this Agreement, all rights granted to Customer under it end and Customer shall promptly uninstall NimbusQL from each NetSuite account in which it is installed, unless a paid NimbusQL subscription covers that account. Provider may deactivate or disable the Trial or the Free Version remotely.

The Trial stores data in custom records, custom fields, and other objects within Customer's NetSuite account, which may include saved queries, query history, and saved result configurations. Uninstalling the Trial in accordance with standard Oracle NetSuite bundle or SuiteApp procedures may delete those objects and the data they contain. Customer is solely responsible for exporting or otherwise preserving any data it wishes to retain before uninstallation, and Provider has no liability for data removed as part of a standard uninstallation.

15. Conversion to a Paid Subscription

If Customer purchases a NimbusQL subscription through Provider's online checkout under the NimbusLabs Online Subscription Agreement, or Customer and Provider sign a NimbusQL Subscription Agreement, covering the same NetSuite account, that agreement supersedes this Agreement with respect to that account while the subscription lasts. From its effective date the DPA in the version that agreement incorporates governs Provider's processing; the version incorporated by Section 7 continues to govern the processing that took place before it, and neither Party's rights or claims relating to that earlier processing are affected. If the subscription ends and NimbusQL remains installed, NimbusQL continues in the Free Version under Section 3 and this Agreement governs it again, unless this Agreement has itself ended, in which case Section 14 applies. When this Agreement governs again, the DPA applies to Provider's processing under it in the version the paid agreement incorporated when it ended, or a later version Customer has accepted, and the paid agreement's version continues to govern the processing that took place during the subscription. Nothing in this Agreement obliges either Party to enter into a paid subscription.

16. Changes to This Agreement

Provider may issue a new version of this Agreement from time to time. A new version applies to Customer only once Customer accepts it, and Provider may require acceptance of the current version as a condition of continued use of the Trial. The version Customer accepted governs until then. Provider will not apply a new version retroactively.

17. General

This Agreement is governed by the laws of the State of California, without regard to its conflict of laws principles, and the Parties submit 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.

This Agreement, with the DPA it incorporates, is the entire agreement between the Parties regarding the Trial and the Free Version and supersedes all prior agreements and understandings on that subject. Customer may not assign this Agreement without Provider's prior written consent. If any provision is unenforceable, it will be modified to the minimum extent necessary and the remainder will continue in effect. Failure to enforce a provision is not a waiver of it. The Parties are independent contractors. Neither Party is liable for delays or failures caused by events beyond its reasonable control.

Sections 6 and 7, as to data already sent and processing already done, and Sections 8 through 15 and this Section 17 survive the termination of this Agreement.

Notices to Provider may be sent to legal@nimbuslabs.com. Notices to Customer may be sent to the email address on Customer's account (the company email address in Customer's NetSuite company information), to a Notice Address Customer has given under the DPA, or to an administrator of the NetSuite account in which NimbusQL is installed.

Version history

Version 1.1, effective September 30, 2026: first published version. Each version is dated, and the version that applies to a customer is the one in force on the date the customer accepted it, on installation or within NimbusQL.