Customer Terms of Service

Applicable to customers on the Free, Team, or Business plan.

These Customer Terms of Service (the “Customer Terms”) describe your rights and responsibilities when accessing and using our AI-powered SQL chatbot platform (the “Services”). These Customer Terms also apply if you purchase any expert services that we offer to help our customers launch, accelerate or optimize their use of the Services (“Expert Services”). Please read these Customer Terms carefully. If you are a Customer (defined below), these Customer Terms govern your access and use of our Services and any Expert Services you receive from us. If you are an individual that a Customer is inviting to use the Services, the User Terms of Service (the “User Terms”) govern your access and use of the Services.

THE CONTRACT

These “Customer Terms” Form a Part of a Binding “Contract”

These Customer Terms (or, if applicable, your written agreement with us) and any Order Form(s) (defined below) together form a binding “Contract” between Customer and us. “We,” “our” and “us” refers to AskYourDatabase Inc.

Your Agreement On Behalf of “Customer”

If you purchase subscription(s) to the Services, invite individuals to use the Services, purchase Expert Services, or use or allow use of the Services after being notified of a change to these Customer Terms, you acknowledge your understanding of the then-current Contract and agree to the Contract on behalf of Customer. Please make sure you have the necessary authority to enter into the Contract on behalf of Customer before proceeding.

CUSTOMER CHOICES AND CONFIGURATIONS

Who is “Customer”?

“Customer” is the organization that you represent in agreeing to the Contract. If the Services are being set up by someone who is not formally affiliated with an organization, Customer is the individual setting them up. If you signed up for a plan using your corporate email domain, your organization is Customer, and Customer can modify and re-assign roles for your Services (including your role) and otherwise exercise its rights under the Contract.

By accessing or using the Services, you represent and warrant that you have the legal right to do so and have the power to enter into a binding contract with AskYourDatabase, either for yourself or on behalf of the entity on whose behalf you are using the Services.

Who is an “Authorized User”?

Under the Contract, an “Authorized User” is an individual, such as an employee, contractor or client of Customer, who is invited by Customer to use the Services. Depending on the subscription plan in effect and how Customer elects to configure the Services, Authorized Users may have varying levels of roles, access and permission. For example, Authorized Users with broad access and permission may be able to create and manage database connections, while others may only be able to query existing connections.

How can “Database Applications” be Built and Used?

“Database Applications” are AI-powered interfaces that allow users to interact with databases using natural language queries. Database Applications are configured by connecting to Customer’s databases and configuring access permissions and query capabilities. Using various database connectors and integrations through the Services, these applications can be connected to almost any database or data resource of Customer’s choosing (each, when connected, a “Database”) so that Authorized Users can use the Database Applications to run natural language queries and generate insights.

What is “Customer Data”?

“Customer Data” is any data or content that an Authorized User submits to a Database Application, for example, when they query a Database or when database schema information is processed by our AI models. Customer may exclusively provide us with instructions on what to do with Customer Data. For example, Customer may provision or deprovision access to Customer Data from any Database Applications, enable or disable third party integrations, and manage permissions, retention and export settings.

Customer will (a) inform Authorized Users of all Customer policies and practices that are relevant to their use of Database Applications and of any settings that may impact the processing of Customer Data; and (b) ensure the transfer and processing of Customer Data under the Contract is lawful.

Ordering Subscriptions

Subscriptions allow Customer and its Authorized Users to access the Services and to build, edit and use Database Applications. A subscription is required for each individual and may be procured through the Services interface, or in some cases, via an order form entered into between Customer and us (each, an “Order Form”). Subscriptions commence when we make them available to Customer and continue for the term specified in the Services interface or in the Order Form, as applicable.

Purchasing Decisions

We may share information about our future product plans because we like transparency. Our public statements about those product plans are an expression of intent, but do not rely on them when making a purchase. If Customer decides to buy our Services, that decision should be based on the functionality or features we have made available today and not on the delivery of any future functionality or features.

Feedback is Welcome

The more suggestions our customers make, the better the Services or Expert Services become. If Customer sends us any feedback or suggestions regarding the Services or Expert Services, there is a chance we will use it, so Customer grants us (for itself and all of its Authorized Users and other Customer personnel) an unlimited, irrevocable, perpetual, sublicensable, transferable, royalty-free license to use any such feedback or suggestions for any purpose without any obligation or compensation to Customer, any Authorized User or other Customer personnel.

AskYourDatabase as a Platform

The Services are designed to be flexibly configured based on the needs and objectives of each particular organization. To that end, the Services may enable Customer to access integrations with Customer’s own, or a third party’s, databases, data resources, applications, and other software components that complement or interoperate with Customer’s use of the Services (each, a “Non-AskYourDatabase Product”). THESE ARE NOT OUR DATABASES, PRODUCTS OR SERVICES, SO WE DO NOT WARRANT OR SUPPORT THEM, AND, ULTIMATELY, CUSTOMER (AND NOT US) WILL DECIDE WHETHER OR NOT TO ENABLE THEM. ANY USE OF A NON-ASKYOURDATABASE PRODUCT IS SOLELY BETWEEN CUSTOMER AND THE APPLICABLE THIRD PARTY PROVIDER.

If Customer connects, installs or enables Non-AskYourDatabase Products for use with the Services or any Database Applications, please be mindful of any Customer Data that will be shared with the third party provider and the purposes for which the provider requires access. We will not be responsible for any use, disclosure, modification or deletion of Customer Data that is transmitted to, or accessed by, a Non-AskYourDatabase Product.

Privacy Policy

Please review our Privacy Policy for more information on how we collect and use data relating to the use and performance of our websites and products.

RESPONSIBILITIES OF CUSTOMER

Use of the Services

Customer, including its Authorized Users, must at all times comply with the Contract and the Acceptable Use Policy. We may review conduct for compliance purposes, but we have no obligation to do so. Customer, and not AskYourDatabase, is responsible for ensuring that (a) its configuration of the Services and Database Applications, including the types of data and information queried, collected, inputted and processed, are lawful and suitable for Customer’s particular purposes, (b) any actions or decisions Customer takes based on the Services and Database Applications, regardless of any results, reports or recommendations generated by AskYourDatabase, are lawful, and (c) all Authorized Users are over the applicable statutory legal age.

Responsibilities To, and For, Authorized Users

Customer will (a) inform Authorized Users of all Customer policies and practices that are relevant to Customer’s use of the Services, Database Applications and of any settings that may impact the collection, input and processing of Customer Data, and (b) ensure any submission, transfer, processing or use of Customer Data is lawful.

Our Removal Rights

If we believe that there is a violation of the Contract that can simply be remedied by Customer’s removal of certain Customer Data, Database Applications or Customer’s reconfiguration of the Services or disabling of a Non-AskYourDatabase Product, we will, in most cases, ask Customer to take direct action rather than intervene. However, we may directly step in and take what we determine to be appropriate action, if Customer does not take appropriate action, or if we believe there is a credible risk of harm to us, the Services, Authorized Users, or any third parties.

PAYMENT OBLIGATIONS

Services Fees

For annual Services subscription plans, and for certain monthly Services subscription plans that have been pre-approved by AskYourDatabase, your Services fees will be due to AskYourDatabase immediately in advance of the start of the subscription plan, including any renewals of the subscription plan (such plans being “Prepaid Plans”). Fees for Prepaid Plans will be specified on the subscription page, based on the monthly quantity of Authorized Users that you specify.

For monthly Services subscription plans that are not also a Prepaid Plan, your Services fees will be based on (i) your actual usage for the applicable monthly billing period; and (ii) AskYourDatabase’s then-current rates for Authorized Users. At the end of each monthly billing cycle, AskYourDatabase will invoice you for such monthly fees, which will be immediately due to AskYourDatabase.

Payment obligations for the Services are non-cancellable, and except as expressly stated in the Contract, fees paid are non-refundable. All Services fees will be paid by Customer via a valid credit card. Customer authorizes AskYourDatabase, its agents and Customer’s financial institution to charge any credit card submitted by Customer for all fees due to AskYourDatabase under the Contract.

Taxes

Fees are stated exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”). Customer will be responsible for paying all Taxes associated with its purchases, except for those taxes based on our net income.

Late Payments

If AskYourDatabase does not receive Customer’s payment of any fees due under this Contract by the applicable due date, AskYourDatabase may immediately, without limiting its other rights and remedies under this Contract and its sole discretion, (i) terminate access to or suspend the Services and/or Expert Services, as applicable, upon written notice to Customer until such amounts are paid in full; or (ii) upon written notice to Customer, downgrade Customer’s current Services subscription plan to a free Services subscription plan.

OUR RESPONSIBILITIES

Providing the Services

Customer isn’t the only one with responsibilities; we have some, too. We will (a) make the Services available to Customer and its Authorized Users as described in the Contract; and (b) not use or process Customer Data for any purpose without Customer’s prior written instructions; provided, however, that “prior written instructions” will be deemed to include use of the Services by and on behalf of Authorized Users in connection with the Services and any processing related to such use or otherwise necessary for the performance of the Contract.

Be assured that (a) the Services will perform materially in accordance with our then-current Documentation; and (b) we will not materially decrease the functionality of the Services during a subscription term.

Keeping the Services Available

For our cloud-based Services, we will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, excluding planned downtime. We expect planned downtime to be infrequent but will endeavor to provide Customer with advance notice if we think it may exceed five (5) continuous minutes.

Protecting Customer Data

The protection of Customer Data is a top priority for us so we will maintain administrative, physical, and technical safeguards. Those safeguards will include measures for preventing unauthorized access, use, modification, deletion and disclosure of Customer Data by our personnel. Before sharing Customer Data with any of our third party service providers, we will ensure that the third party maintains, at a minimum, reasonable data practices for maintaining the confidentiality and security of Customer Data and preventing unauthorized access.

Customer (not us) bears sole responsibility for adequate security, protection and backup of Customer Data when in Customer’s or its representatives’ or agents’ Databases, possession or control. We are not responsible for what Customer’s Authorized Users or Non-AskYourDatabase Products do with Customer Data. That is Customer’s responsibility.

OWNERSHIP AND PROPRIETARY RIGHTS

What’s Yours is Yours

As between us on the one hand, and Customer and its Authorized Users on the other, Customer will own all Customer Data and Database Applications, but excluding the components of the Services. Subject to the terms and conditions of the Contract, Customer (for itself and all of its Users) grants us a worldwide, non-exclusive, limited term license to access, use, process, copy, distribute, perform, export and display Customer Data, Database Applications and any Non-AskYourDatabase Products created or deployed by or for Customer, only as reasonably necessary (a) to provide, maintain and improve the Services; (b) to prevent or address service, security, support or technical issues; (c) as required by law; and (d) as expressly permitted in writing by Customer.

And What’s Ours is Ours

We own and will continue to own our Services and all components thereof, including all related intellectual property rights. We grant to Customer a non-sublicensable, non-transferable, non-exclusive, limited license for Customer and its Authorized Users to use the Services, but solely as necessary to use the Services and in accordance with the Contract. All of our rights not expressly granted by this license are hereby retained.

Improvements to the Service

We are continuously striving to provide a better product and experience for our customers. To do that, we may collect and analyze information relating to the use, configuration and performance of the Services (collectively “Usage Information”) for purposes of improving the Services. Any improvements we derive from Usage Information may benefit Customer, as well as other customers generally. In no event will our use of Usage Information result in the identification of Customer to any third party or the disclosure of Customer Data.

TERM AND TERMINATION

Contract Term

The Contract remains effective until all subscriptions ordered under the Contract have expired or been terminated or the Contract itself terminates. Termination of the Contract will terminate all subscriptions and all Order Forms.

Auto-Renewal

Unless an Order Form says something different, (a) all subscriptions automatically renew for additional periods equal to one (1) year or the preceding term, whichever is shorter; and (b) the per-unit pricing during any automatic renewal term will remain the same as it was during the immediately prior term. To opt-out of automatic renewal of Customer’s paid Services subscription plan, Customer must contact us or use the billing settings in the Services.

Termination for Cause

We or Customer may terminate the Contract on notice to the other party if the other party materially breaches the Contract and such breach is not cured within thirty (30) days after the non-breaching party provides notice of the breach. Customer is responsible for its Authorized Users, including for any breaches of this Contract caused by its Users. We may terminate the Contract immediately on notice to Customer if we reasonably believe that the Services are being used by Customer or its Users in violation of applicable law.

Termination Without Cause

Customer may terminate its free subscriptions immediately without cause. We may also terminate Customer’s free subscriptions without cause, but we will provide Customer with thirty (30) days prior written notice.

Effect of Termination

Upon any termination for cause by Customer, we will refund Customer any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Upon any termination for cause by us, Customer will pay any unpaid fees covering the remainder of the term of those subscriptions after the effective date of termination.

Data Portability and Deletion

During the term of a subscription, Customer will be permitted to export Customer Data via the cloud-based Services; provided, that Customer acknowledges and agrees that such ability to export may be limited by the applicable Services plan in effect and Customer’s particular configuration of Database Applications. Following termination, AskYourDatabase shall have no obligation to maintain or provide any Customer Data or Database Applications, and upon Customer’s deletion of its account, AskYourDatabase shall, unless legally prohibited, delete all Customer Data and Database Applications in its systems or otherwise in its possession or under its control.

REPRESENTATIONS; DISCLAIMER OF WARRANTIES

Customer represents and warrants that it has validly entered into the Contract and has the legal power to do so. Customer further represents and warrants that it is responsible for the conduct of its Authorized Users and their compliance with the terms of this Contract.

EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, THE SERVICES AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND ASKYOURDATABASE EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT ASKYOURDATABASE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, STABLE, SECURE, OR ERROR FREE.

LIMITATION OF LIABILITY

OTHER THAN IN CONNECTION WITH A PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO EVENT WILL EITHER CUSTOMER’S OR ASKYOURDATABASE’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE CONTRACT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE LAST EVENT GIVING RISE TO LIABILITY. THE FOREGOING WILL NOT LIMIT CUSTOMER’S PAYMENT OBLIGATIONS UNDER THE “PAYMENT OBLIGATIONS” SECTION ABOVE.

IN NO EVENT WILL EITHER CUSTOMER OR ASKYOURDATABASE HAVE ANY LIABILITY TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR INDEMNIFICATION OF CUSTOMER

We will defend Customer from and against any and all third party claims, actions, suits, proceedings, and demands alleging that the components of the Services, as made available to Customer under the Contract, infringes or misappropriates a third party’s intellectual property rights (a “Claim Against Customer”), and will indemnify Customer for all reasonable attorney’s fees incurred and damages and other costs finally awarded against Customer in connection with or as a result of, and for amounts paid by Customer under a settlement we approve of in connection with, a Claim Against Customer; provided, however, that we will have no liability if a Claim Against Customer arises from (a) Customer Data, Database Applications or Non-AskYourDatabase Products; or (b) any modification, combination or development of the Services that is not performed by us.

CUSTOMER’S INDEMNIFICATION OF US

Customer will defend AskYourDatabase from and against any and all third party claims, actions, suits, proceedings, and demands alleging that (a) Customer Data, or the combination or use by Customer of Database Applications or Non-AskYourDatabase Products with the Services, infringes or misappropriates the intellectual property rights of a third party, or (b) Customer’s use of a Database Application violates applicable law (each, a “Claim Against Us”), and will indemnify AskYourDatabase for all reasonable attorney’s fees incurred and damages and other costs finally awarded against AskYourDatabase in connection with or as a result of, and for amounts paid by AskYourDatabase under a settlement Customer approves of in connection with, a Claim Against Us.

CONFIDENTIALITY

Confidential Information

Each party (“Disclosing Party”) may disclose “Confidential Information” to the other party (“Receiving Party”) in connection with the Contract, which is anything that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure including all Order Forms, as well as non-public business, product, technology and marketing information. Confidential Information of Customer includes Customer Data and Database Applications.

Protection and Use of Confidential Information

The Receiving Party will (a) take at least reasonable measures to prevent the unauthorized disclosure or use of Confidential Information, and limit access to those employees, affiliates and contractors who need to know such information in connection with the Contract; and (b) not use or disclose any Confidential Information of the Disclosing Party for any purpose outside the scope of this Contract.

Compelled Access or Disclosure

The Receiving Party may access or disclose Confidential Information of the Disclosing Party if it is required by law; provided, however, that the Receiving Party gives the Disclosing Party prior notice of the compelled access or disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the access or disclosure.

GENERAL PROVISIONS

Force Majeure

Neither us nor Customer will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, a failure by a third party hosting provider or utility provider, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.

Relationship of the Parties; No Third Party Beneficiaries

The parties are independent contractors. The Contract does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third party beneficiaries to the Contract.

Email Notices

Except as otherwise set forth herein, all notices under the Contract will be by email, although we may instead choose to provide notice to Customer through the Services. Notices to AskYourDatabase will be sent to sheldon@askyourdatabase.com, except for legal notices, such as notices of termination or an indemnifiable claim, which must be sent to sheldon@askyourdatabase.com. Notices will be deemed to have been duly given (a) the day after it is sent, in the case of notices through email; and (b) the same day, in the case of notices through the Services.

Modifications

As our business evolves, we may change these Customer Terms and the other components of the Contract (except any Order Forms). If we make a material change to the Contract, we will provide Customer with reasonable notice prior to the change taking effect, either by emailing the email address associated with Customer’s account or by messaging Customer through the Services. The materially revised Contract will become effective on the date set forth in our notice, and all other changes will become effective upon posting of the change.

Assignment

Neither party may assign or delegate any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign the Contract in its entirety, without consent of the other party, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

Governing Law and Venue

All references to ‘AskYourDatabase,’ ‘we,’ or ‘us’ under the Contract refer to AskYourDatabase Inc. The Contract, and any disputes arising out of or related hereto, will be governed exclusively by the laws of California, without regard to conflicts of laws rules or the United Nations Convention on the International Sale of Goods. The courts located in San Francisco County, California will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to the Contract or its formation, interpretation or enforcement.

Entire Agreement

The Contract, including these Customer Terms and all referenced pages and Order Forms, if applicable, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order, vendor onboarding process or web portal, or any other Customer order documentation (excluding Order Forms) will be incorporated into or form any part of the Contract, and all such terms or conditions will be null and void.

Last updated: July 22, 2025