End User License Agreement

This End User License Agreement (this "Agreement") is a legally binding agreement between you, either an individual or a single legal entity ("you", "your", or "Customer"), and CloudxLab, Inc., together with its affiliates ("Terno", "we", "us", or "Licensor"), governing your access to and use of the Terno AI software and associated virtual machine image, deployment package, and documentation made available through the Google Cloud Marketplace (collectively, the "Software").

BY DEPLOYING, INSTALLING, ACCESSING, OR USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE, DO NOT DEPLOY, INSTALL, ACCESS, OR USE THE SOFTWARE. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ORGANIZATION, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THAT ORGANIZATION TO THIS AGREEMENT.

1. Definitions

• 1.1 "Documentation" means the user guides, installation instructions, and other materials provided or made available by Terno for use with the Software.
• 1.2 "Google Cloud Marketplace" means the online marketplace operated by Google LLC through which the Software is listed and made available for deployment.
• 1.3 "Open Source Components" means third-party software and Terno-developed software components that are distributed under open source licenses, including the Terno AI core distributed under the Apache License, Version 2.0.
• 1.4 "Deployment" means a single running instance of the Software provisioned by you within your Google Cloud environment.

2. License Grant

2.1 Grant. Subject to your compliance with this Agreement, Terno grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to deploy, install, and use the Software solely for your internal business purposes within your own Google Cloud environment for the duration of your use of the Google Cloud Marketplace offering.

2.2 Open Source Components. The Terno AI core software is licensed under the Apache License, Version 2.0, a copy of which is included with the Software (see the LICENSE file). To the extent of any conflict between this Agreement and the applicable open source license with respect to your rights in the Open Source Components themselves, the applicable open source license governs those components. This Agreement governs the Software as packaged and distributed via Google Cloud Marketplace, including any Terno-provided images, configuration, packaging, branding, and value-added components.

2.3 Reservation of Rights. Except for the rights expressly granted in this Agreement, Terno and its licensors retain all right, title, and interest in and to the Software, including all intellectual property rights therein. No rights are granted by implication, estoppel, or otherwise.

3. Restrictions

You will not, and will not permit any third party to:

• use the Software except as expressly permitted under this Agreement and the applicable open source licenses;
• remove, alter, or obscure any proprietary notices, trademarks, or attributions contained in or on the Software;
• use the Terno name, logos, or trademarks except as permitted by applicable law or an express written license;
• use the Software to develop a competing product or service in violation of applicable open source license terms;
• use the Software in violation of any applicable law or regulation, or of the Google Cloud Platform Terms of Service; or
• circumvent or disable any security or usage-tracking features of the Software.

4. Fees and Billing

4.1 Marketplace Charges. Any fees for the Software are as displayed on the Google Cloud Marketplace listing at the time of Deployment and are billed to you by Google in accordance with your agreement with Google. Google Cloud infrastructure and usage charges (compute, storage, network, and related resources) are separate and are your sole responsibility.

4.2 No Terno Billing. Unless separately agreed in writing, Terno does not directly invoice you for use of the Software through Google Cloud Marketplace.

4.3 Taxes. You are responsible for all applicable taxes, other than taxes based on Terno's net income.

5. Customer Data and Privacy

5.1 Your Data. The Software is deployed within your Google Cloud environment. You retain all right, title, and interest in and to any data, databases, queries, credentials, and content that you connect to or process using the Software ("Customer Data"). Terno does not access, collect, or store your Customer Data as part of the Marketplace offering, except as necessary to provide support that you expressly request.

5.2 Third-Party LLMs and Services. The Software allows you to configure and connect third-party large language model (LLM) providers, databases, and other services. Your use of any such third-party service is governed solely by that third party's terms, and you are responsible for any data you transmit to those services. Terno is not responsible for the acts or omissions of any third-party provider you configure.

5.3 Privacy. Any personal data processed by Terno in connection with support or account administration is handled in accordance with Terno's Privacy Policy.

6. Support and Updates

6.1 Support. Support, if any, is provided as described on the Google Cloud Marketplace listing or under a separate support agreement. Community support for the open source components may be available through Terno's public repositories.

6.2 Updates. Terno may, but is not obligated to, make updates, upgrades, patches, or new versions of the Software available. This Agreement governs any such updates unless they are accompanied by separate terms.

7. Warranty Disclaimer

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTY OF ANY KIND. TERNO AND ITS LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. TERNO DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY OUTPUT (INCLUDING AI- OR LLM-GENERATED SQL, ANALYSES, OR RESULTS) WILL BE ACCURATE, COMPLETE, OR RELIABLE. YOU ARE SOLELY RESPONSIBLE FOR VALIDATING ANY OUTPUT BEFORE RELYING ON IT.

8. Limitation of Liability

8.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL TERNO OR ITS LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SOFTWARE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TERNO'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES YOU PAID FOR THE SOFTWARE THROUGH GOOGLE CLOUD MARKETPLACE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

9. Indemnification

You will defend, indemnify, and hold harmless Terno and its affiliates, officers, and employees from and against any third-party claims, damages, liabilities, and expenses (including reasonable legal fees) arising out of or related to (a) your Customer Data, (b) your use of the Software in violation of this Agreement or applicable law, or (c) any third-party services you configure or connect to the Software.

10. Term and Termination

10.1 Term. This Agreement is effective upon your first Deployment or use of the Software and continues until terminated.

10.2 Termination. This Agreement terminates automatically if you breach any of its terms, and may be terminated by you at any time by ceasing all use of the Software and deleting all Deployments.

10.3 Effect of Termination. Upon termination, the license granted in Section 2 ends and you must cease using and delete all copies of the Software (excluding your rights in the Open Source Components under their respective licenses). Sections 3, 5, 7, 8, 9, 11, and 12 survive termination.

11. Compliance with Laws; Export

You will comply with all applicable laws and regulations in connection with your use of the Software, including applicable export control and sanctions laws. You represent that you are not located in, and will not use the Software in, any jurisdiction subject to comprehensive sanctions, and that you are not a party with whom dealings are prohibited under applicable law.

12. General

12.1 Governing Law. This Agreement is governed by, construed, and enforced in accordance with the laws of the State of Delaware, USA, as applied to agreements entered into and to be performed entirely within Delaware, without regard to its conflict-of-laws principles. The parties consent to the exclusive jurisdiction of the courts located in New Castle city, Delaware, USA.

12.2 Relationship to Google Terms. Your use of Google Cloud Marketplace and Google Cloud Platform is also governed by your agreement with Google. Nothing in this Agreement modifies your agreement with Google. In the event of a conflict between this Agreement and the Google Cloud Marketplace terms with respect to the marketplace transaction itself, the Google terms control for that transaction.

12.3 Entire Agreement. This Agreement, together with the applicable open source licenses and the Google Cloud Marketplace terms, constitutes the entire agreement between you and Terno regarding the Software and supersedes all prior or contemporaneous understandings.

12.4 Assignment. You may not assign this Agreement without Terno's prior written consent. Terno may assign this Agreement in connection with a merger, acquisition, or sale of assets.

12.5 Severability. If any provision of this Agreement is held unenforceable, the remaining provisions will remain in full force and effect.

12.6 No Waiver. Failure to enforce any provision is not a waiver of the right to do so later.

12.7 Contact. Questions about this Agreement may be directed to:

Terno AI

Email: reachus@terno.ai