Pricing

End User's Term of Service

Last updated: December 21, 2023

This agreement is between AI-DBA SOFTWARE INC. (hereafter known as Service Provider), and the Customer (entity or individual) agreeing to these terms.

USE OF SERVICE.

  • Customer Responsibilities. Customer (i) must obtain the rights necessary to access, report on and otherwise use the technology networks that it [configures] within the Service; (ii) must keep its passwords secure and confidential; (iii) is solely responsible for Customer Data and all activity in its account in the Service; (iv) must use commercially reasonable efforts to prevent unauthorized access to its account, and notify Service Provider promptly of any such unauthorized access; and (v) may use the Service only in accordance with applicable law.
  • Licensed Software and Documentation. All software provided by Service Provider as part of the Service, and the Service documentation, sample data, marketing materials, training material and other material provided through the Service or by AI-DBA SOFTWARE INC. (Licensed Software and Documentation) are licensed to Service Provider as follows: AI-DBA SOFTWARE INC. grants Customer a non-exclusive, license during the Term, to such Licensed Software and Documentation, for use solely with the Service.
  • Access and Usage. Customer may allow third-party vendor to access the Services specifically only to AI-DBA recommendation and report in compliance with the terms of this agreement, which access must be for the sole benefit of Customer. Customer is responsible for the compliance with this agreement by its third-party vendor.
  • Set Term of Use. Except for a material breach of this agreement by AI-DBA SOFTWARE INC., the Service Provider agrees that the Term of this Service shall be non-cancellable by Customer for the full length or term of the order and any extensions agreed upon by the parties.
  • Proof of Concept Use. Customer is agreed to use the first 30-day trial period. This term is not applicable on existing paid subscription of service.
  • Subscription License Use. Customer is eligible to use AI-DBA cloud service as long as it is required for the period of subscription. AI-DBA SOFTWARE INC. is required to provide support from subscription date. The support is limit to AI-DBA features and recommendations.

DISCLAIMER OF WARRANTIES

WHILE AI-DBA SOFTWARE INC. TAKES REASONABLE PHYSICAL, TECHNICAL AND ADMINISTRATIVE MEASURES TO SECURE THE SERVICE, AI-DBA SOFTWARE INC. DOES NOT GUARANTY THAT THE SERVICE CANNOT BE COMPROMISED.

Payment. Customer will pay the fees as agreed by parties together with applicable taxes within thirty (30) days upon receipt of the invoice from the Service Provider provided that Customer does not dispute the invoice. For the avoidance of doubt, Customer will not be required to pay any fees if there is no positive impact or improvement on target environment by AI-DBA (Both Parties Investigation and Discussion is Required). This agreement contemplates one or more orders for the Service, which orders are governed by the terms of this agreement. Payment for the full length or term of the order is required even if Customer discontinues use of the Services during the Term.

Credit Card Payments. Customer shall pay for the Services invoiced online by using its credit card. If such payment made by its credit card is unsuccessful, the Service Provider shall notify the Customer in writing of the failed transaction. Upon completion of seven (7) working days of the notification and provided that the Customer does not dispute the failed transaction and the Service Provider or the bankers has not attributed or contributed to the failed transaction or required actions thereafter, the Service Provider may suspend and/or terminate the Customer's use of the Services.

MUTUAL CONFIDENTIALITY.

  • Definition of Confidential Information. Confidential Information means all non-public information disclosed by a party (Discloser) to the other party (Recipient), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information). AI-DBA SOFTWARE INC. Confidential Information includes without limitation the Service, and Licensed Software and Documentation, (including without limitation the Service user interface design and layout, and pricing information).
  • Protection of Confidential Information. The Recipient must use the same degree of care that it uses to protect the confidentiality of its own confidential information (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this agreement. The Recipient must make commercially reasonable efforts to limit access to Confidential Information of Discloser to those of its employees and contractors who need such access for purposes consistent with this agreement and who have signed confidentiality agreements with Recipient no less restrictive than the confidentiality terms of this agreement.
  • Exclusions. Confidential Information excludes information that: (i) is or becomes generally known to the public without breach of any obligation owed to Discloser, (ii) was known to the Recipient prior to its disclosure by the Discloser without breach of any obligation owed to the Discloser, (iii) is received from a third party without breach of any obligation owed to Discloser, or (iv) was independently developed by the Recipient without use or access to the Confidential Information. The Recipient may disclose Confidential Information to the extent required by law or court order, but will provide Discloser with advance notice so that the Discloser may seek a protective order or other appropriate remedy.

AI-DBA SOFTWARE INC. PROPERTY.

  • Reservation of Rights. The software, workflow processes, user interface, designs, know-how, Licensed Software and Documentation, and other technologies provided by AI-DBA SOFTWARE INC. as part of the Service are the proprietary property of AI-DBA SOFTWARE INC. and its licensors, and all right, title and interest in and to such items, including all associated intellectual property rights, remain only with AI-DBA SOFTWARE INC. customer may not remove or modify any proprietary marking or restrictive legends in the Service or Licensed Software and Documentation. AI-DBA SOFTWARE INC. reserves all rights unless expressly granted in this agreement.
  • Restrictions. Customer may not (i) use the Service to store or transmit infringing, unsolicited marketing emails, libellous, or otherwise objectionable, unlawful or tortious material, or to store or transmit material in violation of third-party rights; (ii) interfere with or disrupt the integrity or performance of the Service; (iii) attempt to gain unauthorized access to the Service or their related systems or networks; (iv) reverse engineer the Service or the Licensed Software and Documentation; or (v) access the Service or use the Licensed Software and Documentation to build a competitive service or product, or copy any feature, function or graphic for competitive purposes.

TERM AND TERMINATION.

  • Term. This agreement continues for the following set period of a calendar month and automatically renewed by a consecutive calendar month from acceptance of this agreement, or, if longer, the specified length of all Customer orders (Term). (Not applicable for trial version of Service).
  • Mutual Termination for Material Breach. If either party is in material breach of this agreement, the other party may terminate this agreement any time. Termination of this agreement for material breach shall not relieve parties of its obligations as provided herein.
  • Termination by AI-DBA SOFTWARE INC. for Infringement. If a third-party claim that the Service (other than related to the Customer Data) infringes that party’s patent, copyright or other proprietary rights, AI-DBA SOFTWARE INC. may terminate the Service (without any liability to Customer) upon notice to the other party.
  • Return or Destroy AI-DBA SOFTWARE INC. Property Upon Termination. Upon termination of this agreement for any reason, Customer must pay AI-DBA SOFTWARE INC. for any unpaid amounts, and destroy or return all property of AI-DBA SOFTWARE INC. Customer will confirm its compliance with this destruction or return requirement in writing upon request of AI-DBA SOFTWARE INC. For the avoidance of doubt, the Customer may retain copies thereof to comply with its legal and /or regulatory obligations and/or to comply with its internal compliance procedures and/or document retention policies and/or to support a professional record of any terms and conditions or a similar record of any declinature.
  • Suspension of Service for Violations of Law. Service Provider may temporarily suspend the Service or remove the applicable Customer Data, or both, if it in good faith believes that, as part of using the Service, Customer has violated a law. Service Provider will attempt to contact Customer in advance.
  • Termination or Suspension with Notice. AI-DBA SOFTWARE INC. may also suspend or terminate all of Customer’s rights with respect to the Service, including any license to use any Licensed Software and Documentation, within 10 working days if Customer is in default of any payment obligation with respect to the Service or if any payment mechanism Customer has provided to AI-DBA SOFTWARE INC. is invalid or charges are refused for such payment mechanism, and Customer fails to cure such payment obligation default or correct such payment mechanism period within such 5 day period. Customer’s payment obligations hereunder shall continue for the period of such suspension or termination.

LIABILITY LIMIT.

  • EXCLUSION OF INDIRECT DAMAGES. EXCEPT FOR VIOLATIONS OF AI-DBA SOFTWARE INC. INTELLECTUAL PROPERTY RIGHTS, NEITHER PARTY IS LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, COSTS OF DELAY; LOST PROFITS AND ANY FAILURE OF DELIVERY OF THE SERVICE).
  • TOTAL LIMIT ON LIABILITY. EXCEPT FOR THE AI-DBA SOFTWARE INC. INDEMNITY, AI-DBA SOFTWARE INC. LIABILITY FOR ALL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT, TORT OR OTHERWISE) DOES NOT EXCEED THE ACTUAL AMOUNT PAID BY CUSTOMER WITHIN THE PRECEDING 6 MONTHS UNDER THIS AGREEMENT.

INDEMNITY.

  • By AI-DBA SOFTWARE INC. For Infringement. If a third-party claim that the Service (other than related to the Customer Data) infringes that party’s patent, copyright or other proprietary right, AI-DBA SOFTWARE INC. may terminate the Service (without any liability to Customer) upon notice to the other party and the Service Provider shall accordingly refund to the Customer all prepaid and unused fees respectively.
  • By Customer. If a third party makes a claim against AI-DBA SOFTWARE INC. relating to Customer’s use of the Service on a network, or technology environment, where Customer did not have permission to operate the Service or did not have the AI-DBA SOFTWARE INC. agree to the subscription services agreement as part of the installation and configuration of Ai-DBA, Customer shall indemnify, defend and hold AI-DBA SOFTWARE INC. harmless from and against all damages, losses, and expenses of any kind (including reasonable legal fees and costs) related to such claim provided that  the Service Provider has not attributed or contributed to such damages, losses, expenses or claims. If a third party makes a claim against Customer alleging that the Service (other than related to the Customer Data) infringes such third party’s patent, copyright or other proprietary rights, AI-DBA SOFTWARE INC. shall indemnify, defend and hold Customer harmless from and against all damages, losses, and expenses of any kind (including reasonable legal fees and costs) related to such claim.

GOVERNING LAW AND FORUM. This agreement shall be governed by the laws of Malaysia without regard to any conflict of law principles. Both parties’ consent to the personal jurisdiction of such courts and waive any claim that it is an inconvenient forum. Nothing in this agreement prevents either party from seeking injunctive relief in a court of competent jurisdiction. The prevailing party in any litigation is entitled to recover its attorneys’ fees and costs from the other party.

OTHER TERMS.

  • Entire Agreement and Changes. This agreement and the order constitute the entire agreement between the parties, and supersede all prior or contemporaneous negotiations, agreements and representations, whether oral or written, related to this subject matter (except that if the parties have a previously-executed written agreement regarding use of the Service, then such previously-executed written agreement shall govern the use of the Service to the extent it is inconsistent with this agreement). No modification of this agreement is effective unless both parties sign it, and no waiver is effective unless the party waiving the right signs a waiver in writing.
  • No Assignment. Neither party may assign or transfer this agreement or an order to a third party, except that this agreement with all orders may be assigned as part of a merger, or sale of all or substantially all of the business or assets, of a party under this agreement, and after the termination of this agreement, AI-DBA SOFTWARE INC. may assign its right to any unpaid fees, charges, and other obligations Customer has incurred under this agreement.
  • Independent Contractors. The parties are independent contractors with respect to each other.
  • Enforceability and Force Majeure. If any term of this agreement is invalid or unenforceable, the other terms remain in effect. Neither party is liable for force majeure events.
  • Money Damages Insufficient. Any breach by a party of this agreement or violation of the other party’s intellectual property rights could cause irreparable injury or harm to the other party. The other party may seek a court order to stop any breach or avoid any future breach.
  • No Additional Terms. AI-DBA SOFTWARE INC. rejects additional or conflicting terms of any Customer form-purchasing document.
  • Survival of Terms. Any terms that by their nature survive termination or expiration of this agreement, will survive.