Terms of Service

Acceptance of these Terms

By creating an account, signing an order form, or otherwise using the Service, you confirm that you have authority to bind your organization and that you agree to these Terms. If you do not agree, do not use the Service.

Where a separate master subscription agreement or order form has been signed between your organization and iDBQuery, that agreement governs and controls over any conflicting term in these Terms.

The Service and licence

iDBQuery provides a platform that connects an organization's data — including relational databases, document stores, spreadsheets, files, PDFs, and REST APIs — into one live model that can be queried in plain language, with cited answers that trace back to the source.

Subject to these Terms and payment of applicable fees, we grant your organization a non-exclusive, non-transferable, non-sublicensable right to access and use the Service for your internal business purposes during the subscription term.

Accounts and security

You are responsible for configuring user accounts, maintaining the confidentiality of credentials, and for all activity that occurs under your accounts. You agree to use reasonable measures to protect access and to notify us promptly of any suspected unauthorized use.

You must provide accurate registration information and ensure that each user is an authorized member of your organization or its contractors acting on your behalf.

Customer data and ownership

As between the parties, your organization retains all right, title, and interest in the data and other content you connect, upload, or generate through the Service ("Customer Data"). We do not claim ownership of Customer Data.

You grant iDBQuery a limited, non-exclusive licence to host, process, transmit, and display Customer Data solely as necessary to provide and support the Service and as instructed by you, including under our Data Processing Addendum. You are responsible for ensuring you have the rights necessary to provide Customer Data to the Service.

Acceptable use

You agree not to misuse the Service. In particular, you may not:

• Use the Service in violation of any applicable law or third-party rights;
• Reverse engineer, decompile, or attempt to derive source code, except where permitted by law;
• Probe, scan, or test the vulnerability of the Service or circumvent its security or access controls;
• Introduce malware or interfere with the integrity or performance of the Service;
• Resell, sublicense, or provide the Service to third parties except as expressly permitted; or
• Upload data you are not authorized to share or that infringes the rights of others.

Fees and payment

Fees for paid subscriptions are set out in the applicable order form or plan description. Unless stated otherwise, fees are exclusive of taxes, are non-refundable except as required by law, and are due according to the agreed billing cycle.

We may suspend access for overdue amounts after reasonable notice. We may change pricing for future subscription terms upon notice prior to renewal.

Intellectual property

The Service, including its software, models, interfaces, documentation, and all related intellectual property, is owned by iDBQuery and its licensors and is protected by applicable laws. Except for the limited rights expressly granted, no rights are transferred to you.

If you provide feedback or suggestions, you grant us a perpetual, royalty-free licence to use that feedback to improve our products and services, without obligation to you.

Confidentiality

Each party may receive confidential information of the other. The receiving party will use confidential information only to perform under these Terms, protect it with at least reasonable care, and not disclose it except to personnel and advisors who need to know and are bound by confidentiality obligations.

These obligations do not apply to information that is or becomes public through no fault of the receiving party, was rightfully known without restriction, or is independently developed.

Warranties and disclaimers

We will provide the Service with reasonable skill and care. Except as expressly stated, the Service is provided "as is" and "as available", and to the maximum extent permitted by law we disclaim all other warranties, whether express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

The Service provides analysis and answers to support decision-making; it does not replace professional legal, financial, or other professional judgment, and you remain responsible for verifying outputs before relying on them.

Limitation of liability

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, data, or goodwill, arising out of or relating to the Service.

Except for liability that cannot be excluded by law, each party's total aggregate liability arising out of or relating to these Terms will not exceed the amounts paid or payable by your organization for the Service in the twelve months preceding the event giving rise to the claim.

Indemnification

You agree to defend, indemnify, and hold harmless iDBQuery and its affiliates from third-party claims arising out of your Customer Data, your use of the Service in breach of these Terms, or your violation of applicable law or third-party rights.

We will provide reasonable notice of any claim and cooperate in the defense, and you will not settle any claim in a way that imposes obligations on us without our consent.

Term and termination

These Terms apply for the duration of your subscription. Either party may terminate for material breach that remains uncured after reasonable written notice. We may suspend the Service where necessary to protect security, comply with law, or address non-payment.

Upon termination, your right to use the Service ends, and we will make Customer Data available for export and then delete or return it in accordance with our Data Processing Addendum and applicable retention requirements.

Governing law and disputes

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-laws principles. The parties submit to the exclusive jurisdiction of the courts located in Toronto, Ontario, except that either party may seek injunctive relief in any court of competent jurisdiction.

Changes and contact

We may update these Terms from time to time. Material changes will be communicated by updating the "Last updated" date and, where appropriate, by additional notice. Continued use of the Service after changes take effect constitutes acceptance.

Questions about these Terms can be sent to [email protected].