TERMS AND CONDITIONS

NIBIRU SOFTWARE INC.

Effective Date: August 6, 2026

These Terms and Conditions ("Agreement") govern the purchase, licensing, access to, and use of products, software, websites, support services, and related offerings provided by Nibiru Software Inc. ("Nibiru Software," "Company," "we," "our," or "us"). By purchasing, downloading, installing, accessing, or using any Nibiru Software product or service, including SQL Database Defragmenter ("SQLDBD"), you ("Customer," "Licensee," or "you") agree to be bound by this Agreement.

  1. Definitions

Software means SQL Database Defragmenter (SQLDBD), including all updates, patches, documentation, and related materials.

License means the non-exclusive, non-transferable right to use the Software as authorized under this Agreement.

Subscription means a time-limited license that requires periodic renewal.

Support Services means maintenance, technical assistance, software updates, and related services purchased from Nibiru Software.

  1. Acceptance of Agreement

By accessing the Website, downloading the Software, activating a license, or using any Nibiru Software product or service, you acknowledge that you have read, understood, and agree to be legally bound by this Agreement.

  1. License Grant

Subject to your compliance with this Agreement and payment of all applicable fees, Nibiru Software grants you a limited, revocable, non-exclusive, non-transferable license to install and use SQLDBD solely for your internal business purposes.

No ownership rights are transferred. All intellectual property rights remain the exclusive property of Nibiru Software Inc.

  1. License Restrictions

You shall not:

  • Copy the Software except for archival backup purposes.
  • Modify, adapt, translate, or create derivative works.
  • Reverse engineer, decompile, or disassemble the Software except where expressly permitted by applicable law.
  • Rent, lease, sublicense, distribute, or resell the Software.
  • Remove copyright, trademark, or proprietary notices.
  • Circumvent license controls or activation mechanisms.
  • Use the Software to provide commercial hosting or managed services unless authorized in writing.
  • Use the Software to develop a competing product.
  1. License Activation

SQLDBD uses software activation and license validation technology.

To administer and protect software licenses, SQLDBD may collect technical information necessary to verify authorized installations. Information collected for licensing purposes is described in the Nibiru Software Privacy Policy.

Customers acknowledge that certain features may require periodic license validation.

  1. Pricing and Payment

All prices are stated in U.S. Dollars unless otherwise specified.

Payment is due according to the applicable invoice or subscription agreement.

Failure to pay applicable fees may result in suspension or termination of license rights.

Taxes, duties, and governmental charges are the responsibility of the Customer unless otherwise required by law.

  1. Subscription Renewals

Subscription licenses remain active only during the purchased subscription term.

Unless otherwise agreed in writing:

  • Renewals are subject to the pricing in effect at the time of renewal.
  • Failure to renew may result in expiration of software functionality, support, and update eligibility.
  1. Updates and Upgrades

Nibiru Software may provide software updates, bug fixes, security patches, or new versions during an active maintenance or subscription period.

The Company is under no obligation to provide updates for unsupported versions.

  1. Beta Software

From time to time Nibiru Software may provide beta, preview, evaluation, or pre-release software.

Beta Software:

  • May contain defects or errors.
  • Is provided solely for evaluation.
  • May be modified or discontinued without notice.
  • Should not be used in production environments unless expressly authorized.

Feedback submitted during beta testing may be incorporated into future products without compensation.

  1. Technical Support

Support services are provided according to the applicable Support Agreement or Service Level Agreement (SLA).

Support does not include:

  • Customer-developed software
  • Third-party software
  • Unsupported product versions
  • Hardware maintenance
  1. Customer Responsibilities

Customer agrees to:

  • Maintain current backups before performing maintenance.
  • Install updates where appropriate.
  • Maintain reasonable security over license credentials.
  • Use SQLDBD only on authorized systems.
  • Ensure users are properly trained.
  1. Intellectual Property

SQLDBD, associated documentation, trademarks, logos, graphics, software, and all related materials remain the exclusive property of Nibiru Software Inc.

Certain technologies incorporated into SQLDBD may be protected by issued patents and/or pending patent applications.

No rights are granted except those expressly provided under this Agreement.

  1. Confidentiality

Each party agrees to protect confidential information received from the other using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care.

  1. Privacy

Personal information and technical licensing information are processed in accordance with the Nibiru Software Privacy & Cookie Policy.

  1. Warranty Disclaimer

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE."

NIBIRU SOFTWARE DISCLAIMS ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, AND ACCURACY.

  1. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NIBIRU SOFTWARE SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL.

Nibiru Software's aggregate liability arising from this Agreement shall not exceed the total license fees paid by Customer for the Software during the twelve (12) months immediately preceding the event giving rise to the claim.

  1. Indemnification

Customer agrees to defend, indemnify, and hold harmless Nibiru Software Inc., its officers, directors, employees, contractors, affiliates, licensors, and agents from claims arising out of:

  • Customer's misuse of the Software.
  • Violation of this Agreement.
  • Violation of applicable law.
  • Infringement of third-party rights resulting from Customer's actions.
  1. Export Compliance

Customer agrees to comply with all applicable export control and economic sanctions laws and regulations governing the Software.

Customer shall not export or re-export the Software to prohibited countries, entities, or individuals.

  1. Termination

Nibiru Software may terminate this Agreement upon written notice if Customer materially breaches its terms.

Upon termination, Customer shall immediately cease use of the Software and destroy all copies unless otherwise required by law.

  1. Force Majeure

Neither party shall be liable for delays or failures caused by events beyond its reasonable control, including natural disasters, war, cyberattacks, labor disputes, governmental actions, utility failures, or Internet outages.

  1. Assignment

Customer may not assign this Agreement without the prior written consent of Nibiru Software.

Nibiru Software may assign this Agreement as part of a merger, acquisition, or sale of substantially all of its assets.

  1. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law principles.

The parties agree that any legal action arising under this Agreement shall be brought exclusively in the state or federal courts located in Texas.

  1. Severability

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

  1. Entire Agreement

This Agreement, together with the applicable End User License Agreement (EULA), Privacy & Cookie Policy, Service Level Agreement (SLA), Support Agreement, Order Form, and any written amendments, constitutes the complete agreement between the parties regarding the Software and supersedes all prior oral or written agreements relating to the same subject matter.

  1. Contact Information

Nibiru Software Inc.

Website: https://www.nibirusoftware.com

Sales: sales@nibirusoftware.com

Support: support@nibirusoftware.com

Privacy: privacy@nibirusoftware.com

© Nibiru Software Inc. All Rights Reserved.