Terms of Service & End User License Agreement

1. Acceptance of Terms

This End User License Agreement ("EULA" or "Agreement") and Terms of Service ("Terms") constitute a legally binding agreement between you ("User", "you", or "your") and Virtual Vertex S.R.L. ("Company", "we", "us", or "our") governing your use of SequelBrain ("Software" or "Application").

By clicking "Accept", downloading, installing, or using the Software, you acknowledge that you have read, understood, and agree to be bound by this Agreement, as well as our Privacy Policy.

2. License Grant

Subject to your compliance with this Agreement, we grant you a limited, non-exclusive, non-transferable, revocable license to:

• Download and install the Software on devices you own or control
• Use the Software for personal or commercial purposes in accordance with your subscription plan
• Access cloud synchronization features if included in your plan

3. Subscription Plans and AI Credits

SequelBrain offers the following auto-renewable subscription options:

• Free Plan: Basic features with limited AI capabilities (10 requests/day). No payment required.
• User Plan (Pro): Enhanced features including AI assistance (100 requests/day), advanced analysis, and cloud sync.
  User Monthly: $9.99 USD/month. User Yearly: $99.99 USD/year (save ~17%).
• Team Plan: All User features plus team management, shared connections, and AI assistance (100 requests/day per user).
  Team Monthly: $19.99 USD/month per user. Team Yearly: $199.99 USD/year per user (save ~17%).

Additional AI requests beyond your plan limits may be purchased as credits. Subscription fees are billed in advance on a monthly or annual basis. All fees are non-refundable except as required by applicable law.

3.1 Auto-Renewal Terms

Subscriptions automatically renew unless auto-renew is turned off at least 24 hours before the end of the current subscription period. Your account will be charged for renewal within 24 hours prior to the end of the current period at the same price. You can manage your subscriptions and turn off auto-renewal by going to your Account Settings in the App Store after purchase.

3.2 Cancellation

You may cancel your subscription at any time through your App Store account settings or your SequelBrain account settings. No refunds will be provided for the unused portion of any subscription term.

4. Restrictions

You agree NOT to:

• Copy, modify, or distribute the Software without authorization
• Reverse engineer, decompile, or disassemble the Software
• Remove or alter any proprietary notices or labels
• Use the Software to violate any applicable laws or regulations
• Use the Software to gain unauthorized access to databases or systems
• Share your account credentials with third parties
• Use automated means to access the Software beyond normal usage
• Attempt to circumvent any security features or usage limits
• Use AI features to generate malicious, harmful, or illegal queries

5. AI Features - CRITICAL TERMS

5.1 User Responsibility for AI Queries

YOU ARE SOLELY AND ENTIRELY RESPONSIBLE for any and all queries executed through SequelBrain, whether:

• Generated by AI assistance and manually executed by you
• Generated and automatically executed
• Suggested by the AI and approved by you
• Modified versions of AI-suggested queries

5.2 AI Analysis Mode

5.3 AI Limitations

You acknowledge and understand that:

• AI-generated queries may be incorrect, incomplete, or inappropriate for your situation
• AI may misunderstand your intentions or context
• AI may generate queries that cause unintended side effects
• AI does not have complete knowledge of your database structure or data
• AI suggestions are provided "AS-IS" without any warranty of accuracy or fitness
• AI may occasionally generate queries that could be harmful if executed

5.4 Your Obligations When Using AI Features

When using any AI features, you agree to:

• Review all AI-generated queries before execution
• Maintain backups of important data before running AI queries
• Use caution especially with DELETE, UPDATE, and DROP queries
• Test in safe environments before running AI queries on production databases
• Monitor query execution and stop if unexpected behavior occurs
• Never use AI features on databases you are not authorized to modify

5.5 Indemnification for AI Usage

You agree to indemnify, defend, and hold harmless Virtual Vertex S.R.L. from any and all claims, damages, losses, costs, and expenses (including legal fees) arising from your use of AI features, including but not limited to:

• Data loss or corruption caused by AI-generated queries
• System damage or downtime
• Security breaches or unauthorized access
• Violations of third-party rights or agreements
• Any consequences of AI-generated query operations

6. User Responsibilities

7. Cloud Services

If you use SequelBrain's cloud synchronization features:

• Your connection data is encrypted before being stored
• Sensitive credentials (passwords, private keys) are encrypted with keys only you control
• We do not access or use your synchronized data except as necessary to provide the service
• You retain ownership of all data you store through our cloud services

8. Intellectual Property

The Software, including its code, design, features, and documentation, is owned by Virtual Vertex S.R.L. and protected by copyright, trademark, and other intellectual property laws. Nothing in this Agreement grants you any right to use our trademarks, logos, or branding without prior written consent.

9. Third-Party Software

SequelBrain incorporates third-party open source software components. The licenses for these components are included in the Software and available upon request. Your use of such components is subject to their respective licenses.

10. Disclaimer of Warranties

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• We shall not be liable for any indirect, incidental, special, consequential, or punitive damages
• Our total liability shall not exceed the amount paid by you in the twelve (12) months preceding the claim
• We are not responsible for any damage to databases you connect to using the Software
• We are not liable for any data loss resulting from your use of the Software
• We are not liable for any damage, loss, or consequences resulting from AI-generated queries
• We are not responsible for any data modifications made by AI-generated queries

12. Indemnification

You agree to indemnify and hold harmless Virtual Vertex S.R.L., its officers, directors, employees, and agents from any claims, damages, losses, or expenses arising from:

• Your use of the Software
• Your violation of this Agreement
• Your violation of any rights of third parties
• Any unauthorized access to databases performed using the Software
• Any consequences of AI-generated queries
• Any damage caused by queries you executed or approved

13. Termination

We may terminate or suspend your access to the Software immediately, without prior notice, if:

• You breach any provision of this Agreement
• You engage in fraudulent or illegal activity
• We discontinue the Software or any feature thereof

Upon termination, your license to use the Software will immediately cease. Sections regarding intellectual property, disclaimers, limitations of liability, indemnification, and AI usage terms shall survive termination.

14. Changes to Agreement

We reserve the right to modify this Agreement at any time. Material changes will be notified through the Software or via email, and you may be required to re-accept the updated terms. Your continued use of the Software after such modifications constitutes acceptance of the updated Agreement.

15. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of Italy, without regard to conflict of law principles. Any disputes shall be resolved in the courts of Italy.

16. Severability

If any provision of this Agreement is found to be unenforceable, the remaining provisions shall continue in full force and effect.

17. Entire Agreement

This Agreement, together with our Privacy Policy, constitutes the entire agreement between you and Virtual Vertex S.R.L. regarding the Software and supersedes all prior agreements and understandings.

18. Acknowledgment

19. Contact Information