HQPartizan License

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                END USER LICENSE AGREEMENT

        HQPartizan - Firebird SQL Query Optimization Tool

                    IBSurgeon Software

                      Version 1.0

               Effective Date: February 1, 2025

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TABLE OF CONTENTS

Important Notice
Definitions
License Grant
Data Collection, Processing, and Usage Rights
Intellectual Property Rights
Recommendations and Disclaimers
Warranties and Disclaimers
Limitation of Liability
Subscription and Payment Terms

10. Service Level Agreement

11. Term and Termination

12. Compliance and Regulatory Matters

13. General Provisions

14. Acknowledgment and Acceptance

Appendix A: Data Flow Diagram

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1. IMPORTANT NOTICE

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1.1 READ CAREFULLY BEFORE USE

BY INSTALLING, ACCESSING, OR USING THE SOFTWARE, YOU (“LICENSEE”) AGREE TO

BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE, DO NOT INSTALL OR USE THE

SOFTWARE.

1.2 CRITICAL DISCLOSURES

THIS SOFTWARE TRANSMITS DATABASE METADATA TO EXTERNAL SERVICES:

WARNING: Large Language Model (LLM) Services: Anonymized query data is sent

to third-party AI providers located in:

- UNITED STATES (OpenAI)

- CHINA (DeepSeek)

WARNING: No Data Processing Agreements: IBSurgeon does not have formal Data

Processing Agreements with LLM providers. These providers may use submitted

data to train their models.

WARNING: Cross-Border Data Transfers: Your data crosses international borders

to jurisdictions that may not provide equivalent data protection to GDPR/CCPA

standards.

WARNING: Security Risks: IBSurgeon has limited control over data once

transmitted to LLM providers.

1.3 Data Protection Compliance

If you process personal data or are subject to GDPR, CCPA, LGPD, or similar

laws:

- You MUST execute the separate Data Processing Addendum (DPA)

- Available at: www.ib-aid.com/hqpartizan-data-processing-addendum

- You must conduct a Data Protection Impact Assessment before use

- You are responsible for obtaining all necessary consents

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2. DEFINITIONS

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2.1 “Agreement” means this End User License Agreement, including all

incorporated documents.

2.2 “Authorized Databases” means:

(a) Databases owned by Licensee’s organization; or

(b) Databases that are part of business software developed by Licensee for

clients, where Licensee has obtained appropriate authorization from the

client to use the Software.

2.3 “Customer Data” means data submitted by Licensee to the Software,

including Input and metadata from Authorized Databases.

2.4 “Data Processing Addendum (DPA)” means the separate agreement governing

IBSurgeon’s processing of Personal Data, available at www.ib-aid.com/hqpartizan-data-processing-addendum.

2.5 “IBSurgeon” or “we” or “us” means IBSurgeon Software, the licensor of

the Software.

2.6 “Input” means SQL queries, database schemas, and performance metrics

provided by Licensee to the Software.

2.7 “Licensee” or “you” or “your” means the individual or legal entity that

has accepted this Agreement.

2.8 “LLM Services” means third-party large language model services, currently

including:

- OpenAI (United States) - api.openai.com

- DeepSeek (China) - api.deepseek.com

2.9 “Optimization Data” means anonymized database metadata, query statistics,

execution plans, index recommendations, and query rewrite suggestions

collected and processed by the Software.

2.10 “Output” means results generated by the Software, including:

- Rewritten SQL query text

- Index recommendations and DDL statements

- Performance optimization suggestions

- Analysis reports

2.11 “Personal Data” means any information relating to an identified or

identifiable natural person as defined under applicable data protection laws.

2.12 “Software” means the HQPartizan SQL Query Optimization Tool, including all updates,

modifications, and documentation provided by IBSurgeon.

2.13 “Sub-Processor” means any third party engaged by IBSurgeon to process

Optimization Data, including LLM Services, storage providers, and business

partners.

2.14 “Subscription Term” means the monthly period for which Licensee has paid

the applicable license fee.

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3. LICENSE GRANT

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3.1 Scope of License

Subject to the terms of this Agreement and payment of applicable fees,

IBSurgeon grants Licensee a non-exclusive, non-transferable, revocable,

limited license to:

(a) Install and use the Software on computers or servers controlled by

Licensee;

(b) Connect the Software to Authorized Databases only;

SQL query performance;

(d) Access and use Output generated by the Software in accordance with

Section 5.3.

3.2 License Restrictions

Licensee shall NOT:

(a) Use the Software on databases not meeting the definition of Authorized

Databases;

(b) Reverse engineer, decompile, disassemble, or attempt to derive the

source code of the Software, except to the extent such restriction is

prohibited by applicable law;

parties;

(d) Remove, alter, or obscure any proprietary notices on the Software;

(e) Use the Software for competitive analysis or to develop competing

optimization products;

(f) Attempt to disable, bypass, or circumvent data collection mechanisms

required for Software functionality;

(g) Use the Software to violate any applicable laws or regulations;

(h) Use the Software to process Protected Health Information (PHI) under

HIPAA or payment card data under PCI DSS without executing appropriate

Business Associate Agreement or other required addendum;

(i) Exceed reasonable usage limits or attempt to overload, disable, or impair

the Software or its infrastructure;

(j) Use the Software to transmit viruses, malware, or other malicious code.

3.3 Database Usage Scope

(a) No Database Limitations: There is no limit to the number of Authorized

Databases to which Licensee may connect the Software during the

Subscription Term.

(b) Environment Agnostic: The Software may be used with development, test,

staging, and production databases without distinction.

\- On-premises databases

\- Cloud-hosted databases (AWS RDS, Azure SQL Database, Google Cloud SQL,

  etc.)

\- Hybrid deployments

(d) Client Databases: Licensee may use the Software on client databases ONLY

if:

\- The database is part of business software developed by Licensee for

  the client; AND

\- Licensee has obtained appropriate authorization from the client; AND

\- Use complies with all applicable data protection laws and contractual

  obligations to the client.

3.4 Geographic Restrictions

Licensee shall not use the Software in countries or territories:

(a) Subject to comprehensive trade sanctions or embargoes by the United

States, European Union, or United Nations;

(b) Where such use would violate export control laws;

applicable law.

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4. DATA COLLECTION, PROCESSING, AND USAGE RIGHTS

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4.1 Data Collection Model - Standard Tier

The Software operates on a Standard Tier model with anonymized statistical

data sharing. The Software automatically collects Optimization Data upon

connection to a database.

4.2 What Data Is Collected

Upon connection to an Authorized Database, the Software collects:

(a) Query Information:

\- SQL query text with literal values stripped and replaced with

  type-appropriate placeholders (e.g., SELECT \* FROM users WHERE id = ?)

\- Query execution plans (anonymized)

\- Query performance statistics (execution time, rows processed, resource

  consumption)

(b) Database Schema Metadata (Anonymized):

\- Table names (cryptographically hashed using SHA-256)

\- Column names (cryptographically hashed using SHA-256)

\- Relationship data (foreign keys, with object names hashed)

\- Data types (preserved for optimization purposes)

\- Existing index structures (with object names hashed)

\- Index statistics (size, fragmentation, usage patterns)

(d) Performance Metrics:

\- Execution time measurements

\- CPU and memory consumption

\- I/O statistics

\- Row count estimates

(e) Optimization Results:

\- Successful query rewrites

\- Index recommendations that improved performance

\- Performance improvement percentages

\- Optimization metadata (timestamp, Software version)

4.3 What Data Is NOT Collected

The Software does NOT collect:

(a) Actual Data Values: No data stored in database tables is collected;

(b) Personally Identifiable Information (PII): The Software does not collect

names, addresses, email addresses, or other PII from database contents;

tokens are not stored or transmitted beyond initial connection;

(d) Server Identifiers: Server names, IP addresses, hostnames, and network

identifiers are not collected;

(e) Application Code: Source code, stored procedures (beyond schema

definition), or business logic is not collected.

4.4 Anonymization Process

Before any data transmission, the Software performs the following

anonymization:

(a) Identifier Hashing:

\- All table names, column names, index names, and constraint names are

  replaced with SHA-256 cryptographic hashes

\- Hashing is deterministic (same name = same hash) but irreversible

(b) Literal Value Stripping:

\- String literals: 'John Doe' → 'HASHVALUE'

\- Numeric literals: 12345 → HASHVALUE

\- Date literals: '2025-01-01' → 'HASHVALUE'

\- Preserves data type information for optimization

\- Database identifiers are pseudonymized using one-way hashing

\- No cross-database correlation is possible

(d) Metadata Filtering:

\- Comments and annotations are stripped

\- User-defined descriptions are removed

4.5 Transmission to LLM Services

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CRITICAL DISCLOSURE - THIRD-PARTY AI PROCESSING

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Licensee expressly acknowledges and consents that:

(a) TRANSMISSION TO FOREIGN JURISDICTIONS:

Anonymized Optimization Data will be transmitted to Large Language Model

(LLM) providers located in:

WARNING: OpenAI LLC

   Location: United States

   Purpose: Query optimization processing

   API: api.openai.com

WARNING: DeepSeek AI

   Location: People's Republic of China

   Purpose: Query optimization processing

   API: api.deepseek.com

(b) NO DATA PROCESSING AGREEMENTS:

IBSurgeon does NOT have formal Data Processing Agreements (DPAs) with

these LLM providers as of the Effective Date.

LLM providers MAY use submitted Optimization Data to train and improve

their AI models. IBSurgeon CANNOT prevent this use.

(d) LIMITED CONTROL:

Once Optimization Data is transmitted to LLM Services:

\- IBSurgeon has limited ability to enforce deletion

\- IBSurgeon cannot control secondary uses by LLM providers

\- IBSurgeon cannot prevent LLM providers from sharing data with their

  sub-contractors or government authorities

(e) CROSS-BORDER TRANSFER RISKS:

\- United States: Subject to FISA 702, CLOUD Act, and other government

  surveillance laws

\- China: Subject to National Intelligence Law (2017), Cybersecurity Law,

  and Data Security Law requiring data disclosure to authorities

\- No adequacy decisions under GDPR for these jurisdictions

\- Limited legal recourse for data subjects

(f) SECURITY INCIDENT DISCLAIMER:

IBSurgeon is NOT responsible for:

\- Security breaches at LLM provider facilities

\- Unauthorized access to data at LLM providers

\- Data misuse by LLM providers or their employees

\- Government surveillance or data requests to LLM providers

(g) NO WARRANTIES:

IBSurgeon makes NO warranties regarding:

\- Security practices of LLM providers

\- Privacy policies of LLM providers

\- Compliance of LLM providers with data protection laws

\- Availability or reliability of LLM Services

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BY USING THIS SOFTWARE, LICENSEE EXPLICITLY ACKNOWLEDGES AND ACCEPTS ALL

RISKS DESCRIBED ABOVE.

If Licensee CANNOT accept these risks:

→ DO NOT USE THIS SOFTWARE

→ Contact [email protected] for “Local-Only” license option (all processing

on-premises, no external LLM transmission)

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4.6 Storage of Successful Optimization Data

(a) What Is Stored:

When the Software achieves measurable performance improvement, the following

data is transmitted to IBSurgeon’s external storage (AWS S3, US-West-2-Region, Oregon):

- Anonymized original query text

- Anonymized optimized query text

- Performance improvement metrics (percentage improvement, execution time

delta)

- Index recommendations that were successful

- Relevant database statistics (anonymized)

- Timestamp and Software version metadata

- Licensee account identifier (pseudonymized)

(b) Storage Security:

- Encryption at Rest: AES-256 encryption using AWS S3 server-side encryption

with AWS-managed keys

- Encryption in Transit: TLS 1.2 or higher for all data transmission

- Access Controls: Least-privilege access; multi-factor authentication

required

- Primary: AWS S3, US-West-2 (Oregon, United States)

- Backup: AWS S3, US-East-1 (Virginia, United States)

- Data does not leave the United States for storage purposes

4.7 IBSurgeon’s Rights to Use Optimization Data

Licensee grants IBSurgeon a worldwide, royalty-free, non-exclusive license to:

(a) Product Development:

\- Use Optimization Data to develop, test, and improve the Software

\- Train machine learning models for query optimization

\- Develop new optimization algorithms and heuristics

\- Create benchmark datasets for performance testing

(b) Research and Analysis:

\- Conduct statistical analysis of query optimization patterns

\- Research database performance trends

\- Publish anonymized, aggregated research findings (no individual

  customer identification)

\- Create derivative optimization algorithms

\- Develop new features and capabilities

\- Build optimization pattern libraries

(d) Third-Party Sharing (Limited):

\- Share Optimization Data with business partners for joint product

  development

\- Provide Optimization Data to research institutions for academic

  research

\- Share aggregated, anonymized statistics with the database community

IMPORTANT LIMITATION:

This license applies only to anonymized Optimization Data as defined in this

Agreement. IBSurgeon does not claim rights to Licensee’s original database

schemas, data, or non-optimized queries.

4.8 Data Retention and Deletion

(a) During Active Subscription:

Optimization Data is retained for the duration of the Subscription Term for

purposes of:

- Providing optimization services

- Improving optimization algorithms

- Product development and research

(b) Post-Termination Retention:

Upon termination or expiration of this Agreement:

Timeline Action

0-30 days Optimization Data remains accessible to IBSurgeon for transition

        and final analysis

30-365 days IBSurgeon deletes all identifiable Optimization Data

After 365 Only aggregated, anonymized statistical data may be retained (no

days individual database identifiers)

Licensee may request deletion of Optimization Data at any time by submitting

a written request to [email protected].

IBSurgeon will:

- Acknowledge receipt within 5 business days

- Delete identifiable Optimization Data within 30 calendar days of request

- Provide written certification of deletion upon request

- Direct Sub-Processors to delete data from their systems

(d) Exceptions to Deletion:

IBSurgeon may retain Optimization Data only if:

- Required by Law: Legal obligation to retain (e.g., tax records, litigation hold)

- Aggregated Data: Anonymized data with no individual identifiers (e.g.,

“25% of optimization requests involve JOIN operations”)

- Backup Systems: Data in backup systems will be deleted per normal backup

rotation schedule (maximum 90 days)

(e) Proof of Deletion:

Upon request, IBSurgeon will provide written certification that includes:

- Confirmation of data deletion

- Date of deletion

- Systems from which data was deleted

- Statement regarding any exceptions (aggregated data, legal holds)

4.9 Sub-Processor Transparency and Control

(a) Published Sub-Processor List:

Current Sub-Processors as of Effective Date:

Sub-Processor Location Purpose Data Shared

OpenAI LLC United States LLM query optimization Anonymized query

                                                      text, metadata

DeepSeek AI China LLM query optimization Anonymized query

                                                      text, metadata

Amazon Web United States Data storage, All Optimization

Services (AWS) infrastructure Data

(b) New Sub-Processor Notification:

Before engaging any new Sub-Processor, IBSurgeon will:

- Provide 30 days advance written notice via email to registered account

- Provide information about the Sub-Processor’s location, purpose, and data

shared

Licensee may object to a new Sub-Processor within 30 days of notification if:

- Licensee has reasonable grounds to believe the Sub-Processor cannot

adequately protect Optimization Data

- The Sub-Processor is located in a jurisdiction unacceptable to Licensee

- Engagement would violate Licensee’s legal or contractual obligations

To object, Licensee must:

- Submit written objection to [email protected]

- Specify grounds for objection

- Submit within 30-day objection period

(d) Resolution of Objections:

If Licensee objects and the objection is reasonable:

- IBSurgeon will use commercially reasonable efforts to provide an

alternative solution

- If no alternative is available, Licensee may terminate this Agreement

without penalty

- Licensee will receive pro-rated refund for the unused portion of the

Subscription Term

(e) Sub-Processor Obligations:

IBSurgeon will ensure that all Sub-Processors are bound by written agreements

that:

- Impose data protection obligations no less protective than this Agreement

- Require appropriate security measures

- Prohibit unauthorized use or disclosure of Optimization Data

- Include audit and termination rights

4.10 No Personally Identifiable Information (PII)

(a) Licensee Representation:

Licensee represents and warrants that:

- Authorized Databases do not contain query patterns or metadata that would

reveal PII when anonymized as described in Section 4.4

- Licensee has conducted appropriate due diligence to ensure compliance with

applicable data protection laws (GDPR, LGPD, CCPA, etc.)

- If Authorized Databases contain Personal Data, Licensee has executed the

Data Processing Addendum (Section 12.6)

(b) Obligation to Discontinue:

If Licensee discovers that the Software’s anonymization may be exposing PII:

- Licensee must immediately discontinue use of the Software

- Notify IBSurgeon at [email protected] within 24 hours

- Licensee remains responsible for any data protection violations resulting

from such exposure

IBSurgeon relies on the anonymization processes described in Section 4.4.

IBSurgeon is not responsible for:

- PII exposure resulting from inadequate anonymization if caused by unusual

database naming conventions (e.g., table named “john_doe_orders”)

- PII contained in query comments or annotations if not stripped by the

Software

- Indirect inference of PII from anonymized patterns

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5. INTELLECTUAL PROPERTY RIGHTS

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5.1 Ownership of Software

IBSurgeon retains all right, title, and interest in and to:

(a) The Software, including all source code, object code, algorithms, and

architecture;

(b) All intellectual property rights in the Software (copyrights, patents,

trade secrets, trademarks);

(d) All documentation, user guides, and training materials;

(e) The “IBSurgeon” name, logo, and trademarks.

This Agreement does not convey any ownership rights to Licensee. Licensee

receives only the limited license rights specified in Section 3.

5.2 Ownership of Optimization Algorithms and Patterns

IBSurgeon claims exclusive ownership of:

(a) Optimization Logic:

\- Query rewrite algorithms and transformation rules

\- Index recommendation heuristics

\- Performance prediction models

\- Machine learning models trained on Optimization Data

(b) Pattern Libraries:

\- Libraries of optimization patterns derived from aggregated customer

  data

\- Benchmark datasets and performance baselines

\- Statistical models of query performance

\- Technical innovations developed using Optimization Data

\- Patent applications and patents derived from optimization research

\- Trade secrets related to optimization methodologies

Licensee Acknowledgment: Licensee acknowledges that IBSurgeon’s optimization

algorithms constitute valuable proprietary information and trade secrets.

5.3 Ownership of Outputs - CUSTOMER OWNS OUTPUTS

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IMPORTANT: LICENSEE OWNS ALL OUTPUTS

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(a) Assignment of Rights:

IBSurgeon hereby assigns to Licensee all right, title, and interest in and to

Output, including:

- Rewritten SQL query text generated by the Software

- Index creation DDL statements (CREATE INDEX, etc.)

- Query optimization recommendations and documentation

- Performance analysis reports specific to Licensee’s databases

- Any other content generated specifically for Licensee

(b) License to Use:

Subject to the restrictions in subsection (d), Licensee receives a perpetual,

worldwide, irrevocable, royalty-free license to:

- Use Output in Licensee’s Authorized Databases without restriction

- Modify, adapt, or further optimize the Output as needed

- Incorporate Output into Licensee’s applications, products, or services

- Share Output with Licensee’s clients or end users as part of delivered

software

Licensee’s rights to Output under this Section 5.3 survive termination of

this Agreement. Even after subscription ends, Licensee retains full rights to

all Output received during the subscription period.

(d) Restrictions on Output Use:

Licensee may NOT:

- Reverse-engineer IBSurgeon’s optimization algorithms from the Output

- Use Output to create a competing query optimization product or service

- Train competing machine learning models or AI systems using Output

- Redistribute Output as a standalone optimization dataset or product

- Remove or obscure any copyright notices or attributions in Output

(e) No Additional Fees:

No additional license fees, royalties, or payments are required for Licensee

to use Output after this assignment.

5.4 Ownership of Input

(a) Licensee Retains Ownership:

Licensee retains all right, title, and interest in and to Input (original SQL

queries, database schemas, performance data submitted to the Software).

(b) License to IBSurgeon:

By submitting Input to the Software, Licensee grants IBSurgeon a limited,

non-exclusive license to:

- Process Input to generate Output

- Use anonymized versions of Input as Optimization Data per Section 4.7

- Store Input temporarily for processing purposes (deleted per Section 4.8)

Licensee represents and warrants that:

- Licensee has all necessary rights to submit Input to the Software

- Input does not infringe third-party intellectual property rights

- Input does not violate any laws or regulations

- Licensee has obtained all necessary consents to submit Personal Data (if

any) contained in Input

5.5 Feedback and Suggestions

If Licensee provides IBSurgeon with feedback, suggestions, or ideas regarding

the Software (“Feedback”):

(a) Feedback is provided voluntarily and without obligation;

(b) IBSurgeon may use Feedback without restriction or compensation to

Licensee;

royalty-free license to use, implement, and commercialize Feedback;

(d) Licensee waives any intellectual property rights in Feedback that

IBSurgeon incorporates into the Software.

5.6 Trademark Usage

Licensee may not use IBSurgeon’s trademarks, service marks, logos, or trade

names without prior written consent, except:

(a) Licensee may state that it uses “IBSurgeon SQL Query Optimization Tool”

for factual reference purposes;

(b) Licensee may not imply endorsement, partnership, or sponsorship by

IBSurgeon without written permission.

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6. RECOMMENDATIONS AND DISCLAIMERS

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6.1 Nature of Recommendations

CRITICAL UNDERSTANDING - RECOMMENDATIONS ONLY, NOT GUARANTEES:

Licensee acknowledges and agrees that:

(a) Advisory Nature:

The Software provides recommendations and suggestions only, not guaranteed

optimizations or performance improvements.

(b) No Automatic Implementation:

The Software does NOT automatically modify databases, execute DDL

statements, or rewrite production queries without explicit Licensee

instruction.

ALL query rewrites and index suggestions MUST be reviewed by a qualified

database administrator (DBA) or developer before implementation in any

environment.

(d) Variable Results:

Recommendations may:

\- Improve performance in some scenarios but not others

\- Perform differently across database versions or configurations

\- Degrade performance in specific edge cases or workload patterns

\- Require adjustment based on production data volumes and patterns

(e) Context Limitations:

The Software's recommendations are based on:

\- Anonymized metadata and statistics (not full database context)

\- Limited understanding of application requirements

\- Optimization patterns from aggregated data (may not fit all use cases)

6.2 Testing and Validation Requirements

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WARNING: MANDATORY TESTING REQUIREMENT

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LICENSEE IS REQUIRED TO:

(a) TEST in Non-Production First:

\- Apply recommendations to development or test databases first

\- Conduct thorough performance testing with realistic workloads

\- Validate that optimizations provide expected improvements

\- Test edge cases and failure scenarios

(b) MAINTAIN Rollback Capability:

\- Create full database backups before implementing recommendations

\- Document original query text and index definitions

\- Prepare rollback scripts to undo changes quickly

\- Test rollback procedures before production deployment

\- Monitor database performance for at least 24-48 hours post-deployment

\- Watch for unexpected query plan changes

\- Track resource consumption (CPU, memory, I/O)

\- Have rollback plan ready if issues arise

(d) GRADUAL Deployment:

\- Consider deploying to a subset of production servers first

\- Use feature flags or query hints to test selectively

\- Gradually increase scope as confidence grows

FAILURE TO FOLLOW THESE REQUIREMENTS INCREASES RISK AND MAY VOID CERTAIN

PROTECTIONS UNDER THIS AGREEMENT.

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6.3 Rollback and Undo Capability

(a) Software Provides:

The Software provides mechanisms to:

- View original query text before optimization

- Generate reverse DDL statements (DROP INDEX, etc.)

- Export change history and audit logs

- Compare before/after performance metrics

(b) Licensee Responsibility:

Licensee is solely responsible for:

- Executing rollback procedures if needed

- Maintaining adequate database backups

- Having disaster recovery plans in place

- Data loss or corruption resulting from optimization implementation

IBSurgeon will provide commercially reasonable support for rollback

procedures, but is not responsible for:

- Data loss if Licensee did not maintain backups

- Performance issues if Licensee did not test adequately

- Production incidents resulting from inadequate rollback planning

6.4 No Warranty of Results

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NO PERFORMANCE GUARANTEES

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IBSURGEON MAKES NO WARRANTY OR GUARANTEE THAT:

- The Software will improve query performance in any specific case

- Recommendations will be suitable for Licensee’s use case

- Performance improvements will be consistent across environments

- The Software will operate error-free or without interruption

- Optimization results will meet Licensee’s expectations

- Index recommendations will not cause storage issues

- Query rewrites will be functionally equivalent (always test!)

- Recommendations will work with future database versions

LICENSEE USES RECOMMENDATIONS AT LICENSEE’S OWN RISK.

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6.5 Limitation on Reliance

(a) Not a Substitute for Expertise:

The Software is a tool to assist database professionals, not a replacement

for:

- Professional database administration expertise

- Application-specific performance tuning knowledge

- Understanding of business requirements and SLAs

- Security and compliance considerations

(b) Final Responsibility:

Licensee has final responsibility for:

- Determining whether to implement recommendations

- Validating functional correctness of rewritten queries

- Assessing impact on production systems

- Compliance with database licensing and support agreements

Licensee must conduct appropriate due diligence before implementing any

recommendation, including:

- Reviewing query execution plans

- Consulting database vendor documentation

- Considering impact on concurrent operations

- Validating against application requirements

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7. WARRANTIES AND DISCLAIMERS

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7.1 Limited Warranty

IBSurgeon warrants that the Software will perform substantially in accordance

with its documentation for thirty (30) days from the date of initial

installation (“Warranty Period”).

(a) Warranty Remedy:

IBSurgeon’s sole obligation under this warranty is to use commercially

reasonable efforts to:

- Correct reproducible errors reported during the Warranty Period; OR

- Provide a workaround for such errors; OR

- If unable to correct or workaround, refund the most recent monthly

subscription fee

(b) Warranty Exclusions:

This warranty does NOT apply if:

- Licensee modified the Software or used it in violation of this Agreement

- Errors resulted from Licensee’s hardware, network, or database

configuration

- Licensee failed to install available Software updates or patches

- Errors resulted from use with unsupported database versions or platforms

To claim under this warranty:

- Submit detailed error report to [email protected] within the Warranty

Period

- Provide reasonable information to reproduce the error

- Cooperate with IBSurgeon’s troubleshooting efforts

- Allow IBSurgeon reasonable time to investigate and resolve

7.2 DISCLAIMER OF WARRANTIES

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WARNING: DISCLAIMER OF WARRANTIES

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EXCEPT AS EXPRESSLY PROVIDED IN SECTION 7.1, THE SOFTWARE IS PROVIDED “AS IS”

AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND.

IBSURGEON DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT

LIMITED TO:

(a) IMPLIED WARRANTIES OF MERCHANTABILITY

(b) IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE

(d) IMPLIED WARRANTIES OF TITLE

(e) WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE

SPECIFIC DISCLAIMERS:

- ACCURACY: No warranty regarding accuracy, reliability, or correctness of

optimization recommendations

- AVAILABILITY: No warranty of uninterrupted or error-free operation

- SECURITY: No warranty that the Software will be secure from unauthorized

access or free from viruses or malicious code

- THIRD-PARTY SERVICES: No warranty regarding LLM Services or other

third-party components integrated with the Software

- DATA LOSS: No warranty against data loss or corruption

- PERFORMANCE: No warranty that recommendations will improve database

performance

- COMPATIBILITY: No warranty of compatibility with all database versions,

platforms, or configurations

- RESULTS: No warranty that the Software will meet Licensee’s requirements or

expectations

SOME JURISDICTIONS DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES. IN SUCH

JURISDICTIONS, THE ABOVE EXCLUSIONS MAY BE LIMITED TO THE MAXIMUM EXTENT

PERMITTED BY LAW.

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7.3 Third-Party Services Disclaimer

The Software relies on third-party services (LLM Services, cloud

infrastructure) that are:

(a) Not under IBSurgeon’s control;

(b) Subject to third-party terms of service that may change without notice;

(d) May modify or discontinue services without notice to IBSurgeon.

IBSurgeon makes NO warranties regarding third-party services and is not

responsible for any failures, errors, or security incidents involving such

services.

7.4 Beta Features Disclaimer

If the Software includes features marked as “beta,” “preview,” “experimental,”

or similar:

(a) Such features are provided AS-IS with NO warranties whatsoever;

(b) Such features may have bugs, errors, or incomplete functionality;

(d) Use at your own risk - beta features should not be used in production

environments without extensive testing.

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8. LIMITATION OF LIABILITY

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8.1 Maximum Liability Cap

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LIABILITY CAP

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TO THE MAXIMUM EXTENT PERMITTED BY LAW, IBSURGEON’S TOTAL AGGREGATE LIABILITY

ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF:

(a) FEES PAID: The total amount of fees paid by Licensee to IBSurgeon during

the TWELVE (12) MONTHS immediately preceding the event giving rise to

liability; OR

(b) MINIMUM: ONE THOUSAND U.S. DOLLARS ($1,000 USD)

This cap applies regardless of the theory of liability (contract, tort,

negligence, strict liability, or otherwise) and regardless of whether

IBSurgeon has been advised of the possibility of such damages.

================================================================================

8.2 Exclusion of Consequential Damages

================================================================================

EXCLUDED DAMAGES

================================================================================

IN NO EVENT SHALL IBSURGEON BE LIABLE FOR:

(a) INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL

DAMAGES OF ANY KIND

(b) LOSS OF PROFITS, REVENUE, BUSINESS, OR ANTICIPATED SAVINGS

(d) BUSINESS INTERRUPTION OR DOWNTIME (including lost productivity)

(e) COST OF SUBSTITUTE SERVICES OR PROCUREMENT OF REPLACEMENT GOODS

(f) DATABASE CORRUPTION, PERFORMANCE DEGRADATION, OR DATA INTEGRITY ISSUES

(g) SECURITY BREACHES OR UNAUTHORIZED ACCESS TO DATA TRANSMITTED TO LLM

SERVICES

(h) THIRD-PARTY CLAIMS ARISING FROM OPTIMIZATION RECOMMENDATIONS (subject to

Section 8.5 indemnification)

(i) REPUTATIONAL HARM OR LOSS OF GOODWILL

(j) REGULATORY FINES OR PENALTIES (including GDPR, CCPA, or other data

protection violations)

(k) COSTS OF COMPLIANCE WITH DATA BREACH NOTIFICATION LAWS

EVEN IF IBSURGEON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

This exclusion applies regardless of whether the damages were foreseeable and

regardless of the theory of liability.

================================================================================

8.3 Basis of the Bargain

Licensee acknowledges and agrees that:

(a) The limitations and exclusions in this Section 8 are fundamental elements

of the Agreement;

(b) IBSurgeon would not provide the Software at the current pricing without

such limitations;

parties;

(d) Licensee has had the opportunity to purchase insurance or negotiate

different terms if desired.

8.4 Jurisdictional Limitations

Some jurisdictions do not allow:

- Limitation of implied warranties

- Exclusion or limitation of incidental or consequential damages

- Limitations on liability for personal injury or death

In such jurisdictions:

- The above limitations may not fully apply

- IBSurgeon’s liability shall be limited to the maximum extent permitted by

applicable law

- Any void provision shall be interpreted to achieve the maximum permissible

limitation

8.5 Limited Indemnification for Output

================================================================================

IBSURGEON INDEMNIFICATION (Limited Protection)

================================================================================

(a) Indemnification Obligation:

IBSurgeon will indemnify, defend, and hold harmless Licensee from and against

third-party claims that Output generated by the Software infringes a third

party’s:

- Copyright

- Patent

- Trade secret

- Other intellectual property right

(b) Conditions to Indemnification:

IBSurgeon’s indemnification obligation applies ONLY IF:

1. Prompt Notice: Licensee promptly notifies IBSurgeon in writing of the

claim (within 10 business days of receiving notice);

2. Control: IBSurgeon has sole control and authority over the defense and

settlement of the claim;

3. Cooperation: Licensee provides reasonable cooperation in the defense (at

IBSurgeon’s expense);

4. No Settlement: Licensee does not settle or compromise the claim without

IBSurgeon’s prior written consent.

IBSurgeon has NO indemnification obligation if the claim arises from or

relates to:

1. Modification: Licensee modified the Output after receiving it from the

Software;

2. Combination: Licensee combined Output with materials not provided by

IBSurgeon, and the infringement would not have occurred without the

combination;

3. Outdated Version: Licensee did not use the latest version of the Software

when a non-infringing version was available;

4. Knowledge: Licensee knew or reasonably should have known that the Output

was infringing;

5. Input-Based: The alleged infringement arises from Input provided by

Licensee (garbage in, garbage out);

6. Trademark: The claim alleges trademark infringement based on Licensee’s

use of Output in trade or commerce;

7. Compliance: Licensee did not comply with IBSurgeon’s instructions or

recommendations;

8. Testing Failure: Licensee failed to adequately test Output before

production use as required by Section 6.2.

(d) Remedies:

If Output is found to infringe (or IBSurgeon reasonably believes it may

infringe), IBSurgeon may, at its sole option:

1. Obtain Rights: Obtain the right for Licensee to continue using the Output;

2. Replace: Replace the Output with a non-infringing alternative that is

functionally equivalent;

3. Modify: Modify the Output to make it non-infringing;

4. Refund: Refund pro-rated fees for the affected period and terminate the

license to the infringing Output.

(e) Maximum Indemnification Amounts:

- Per Incident: $10,000 USD maximum per claim

- Annual Aggregate: $100,000 USD maximum per calendar year for all claims

combined

(f) Exclusive Remedy:

This Section 8.5 states IBSurgeon’s entire liability and Licensee’s exclusive

remedy for intellectual property infringement claims related to Output.

8.6 Licensee Indemnification Obligations

Licensee will indemnify, defend, and hold harmless IBSurgeon from and against

all claims, damages, losses, and expenses (including reasonable attorneys'

fees) arising from:

(a) Licensee’s breach of this Agreement;

(b) Licensee’s violation of applicable laws or regulations;

(d) Claims that Licensee’s Input infringes third-party rights;

(e) Licensee’s failure to obtain necessary consents or authorizations from

clients or data subjects;

(f) Data protection violations resulting from Licensee’s acts or omissions;

(g) Licensee’s implementation of recommendations without adequate testing;

(h) Negligence or willful misconduct by Licensee or its employees.

8.7 Allocation of Risk

The parties acknowledge that this Section 8 allocates risks under this

Agreement between the parties and that the fees reflect this allocation of

risk and the limitations of liability specified herein.

================================================================================

9. SUBSCRIPTION AND PAYMENT TERMS

================================================================================

9.1 Subscription Model

The Software is licensed on a monthly subscription basis. Access to and use

of the Software requires payment of the applicable subscription fee.

9.2 Subscription Tiers

IBSurgeon offers the following subscription tiers (pricing subject to change

per Section 9.6):

Tier Monthly Fee* Features

Cloud $199 Standard anonymization; OpenAI + DeepSeek;

                          90-day retention; Email support

Local-Only Custom No external LLM; On-premises processing; Zero

                          transmission; For regulated industries

*Pricing as of Effective Date; subject to change per Section 9.6

9.3 Payment Terms

(a) Billing Cycle:

\- Subscription fees are billed monthly in advance

\- Billing occurs on the same day each month (subscription anniversary

  date)

(b) Payment Method:

\- Licensee must provide valid payment method (credit card, ACH, wire

  transfer)

\- Licensee authorizes IBSurgeon to charge the payment method on file

\- Payment is due upon receipt of invoice or automatic charge date

\- Grace period: 10 days before suspension of service

(d) Non-Refundable:

\- All fees are non-refundable except as provided in Section 9.7 (refund

  policy)

9.4 Auto-Renewal

(a) Automatic Renewal:

Subscriptions automatically renew for successive monthly terms unless:

- Licensee provides written notice of non-renewal at least three (3) calendar

days before the end of the current Subscription Term; OR

- IBSurgeon provides notice of non-renewal; OR

- This Agreement is terminated pursuant to Section 11.

(b) Cancellation Procedure:

To cancel auto-renewal:

- Email: [email protected]

- Subject: “Subscription Cancellation - [Account ID]”

- Include: Account information, effective cancellation date

- Must be received at least 3 days before next billing date

If Licensee cancels:

- Software access continues through the end of the current paid Subscription Term

- No refund for partial month (except as provided in Section 9.7)

- Data retention and deletion per Section 4.8 applies

9.5 Late Payment

(a) Late Fees:

Payments more than 10 days overdue will incur late fees of:

- 1.5% per month (18% per annum); OR

- Maximum rate permitted by law

Whichever is less.

(b) Suspension of Service:

If payment is more than 10 days overdue:

- IBSurgeon may suspend access to the Software

- Licensee will receive email notice before suspension (5-day warning)

- Data will be retained per Section 4.8 during suspension (up to 90 days)

To reinstate after suspension:

- Pay all overdue amounts plus late fees

- Service restored within 24 hours of payment confirmation

9.6 Price Changes

(a) Notification:

IBSurgeon may modify subscription fees upon thirty (30) days’ advance written

notice to Licensee.

(b) Notice Method:

\- Email to Licensee's registered email address.

Price changes are effective on the first billing date that occurs at least 30

days after notice.

(d) Licensee’s Rights:

If Licensee objects to a price increase:

- Licensee may cancel subscription per Section 9.4(b) before the price

increase effective date

- No early termination penalty applies

- Licensee will not receive a refund for the current month

(e) Exceptions:

Price changes are effective immediately for:

- Price decreases or promotional pricing

- Changes required by law (e.g., new taxes, regulatory fees)

- Corrections of pricing errors (IBSurgeon may correct even after invoicing)

9.7 Refund Policy

(a) First Month Refund:

If Licensee cancels within the first thirty (30) days of the initial

Subscription Term:

- Full refund of the first monthly payment if usage is de minimis (fewer

than 10 optimization requests)

- No refund if Licensee has used the Software extensively

(b) Service Failure Refund:

If IBSurgeon materially breaches the SLA (Section 10) or this Agreement:

- Pro-rated refund for the affected period

- At IBSurgeon’s discretion based on severity

No refunds will be provided for:

- Voluntary cancellation after the first 30 days

- Termination by IBSurgeon for Licensee’s breach

- Dissatisfaction with optimization results (recommendations are not

guaranteed)

- Partial month usage

(d) Refund Processing:

Approved refunds will be processed within 30 days to the agreed payment method.

9.8 Taxes

(a) Licensee’s Responsibility:

Licensee is responsible for all sales, use, value-added (VAT), goods and

services (GST), and other taxes or duties imposed on the subscription fees,

excluding taxes based on IBSurgeon’s income.

(b) Tax Certificates:

If Licensee is exempt from taxes:

- Provide valid tax exemption certificate to [email protected]

- Exemption applies from the date certificate is received

If IBSurgeon is required to pay taxes on Licensee’s behalf:

- Licensee will reimburse IBSurgeon for such taxes

- IBSurgeon may invoice separately for tax amounts

(d) Withholding Taxes:

If Licensee is required to withhold taxes from payments to IBSurgeon:

- Licensee must gross-up payment so IBSurgeon receives the full contracted

amount

- Licensee must provide IBSurgeon with official tax receipts/certificates

9.9 Payment Disputes

(a) Dispute Notification:

If Licensee disputes any charges:

- Notify [email protected] within thirty (30) days of the invoice date

- Provide detailed explanation of the dispute

- Continue paying undisputed amounts

(b) Good Faith Resolution:

The parties will work in good faith to resolve billing disputes within 30

days.

IBSurgeon will not suspend service for disputed amounts while the dispute is

pending in good faith, provided:

- Licensee pays all undisputed amounts

- Dispute is not frivolous

- Licensee cooperates in resolution efforts

================================================================================

10. SERVICE LEVEL AGREEMENT (SLA)

================================================================================

10.1 Availability Commitment

IBSurgeon will use commercially reasonable efforts to maintain 98% uptime for

the Software’s cloud-based components, measured on a monthly basis.

(a) Uptime Definition:

“Uptime” means the Software’s core optimization services are available and

operational:

- Data transmission to LLM Services is functioning

- Optimization Data storage is accessible

- Software can connect to Authorized Databases

- Output can be retrieved and displayed

(b) Measurement Period:

Uptime is measured per calendar month (beginning on the 1st day and ending on

the last day of the month).

Monthly Uptime % = [(Total Minutes in Month - Downtime Minutes) / Total

                Minutes in Month\] × 100

10.2 Exclusions from SLA

Uptime calculations EXCLUDE downtime caused by:

(a) Scheduled Maintenance:

\- IBSurgeon will provide 48 hours' advance notice of scheduled

  maintenance

\- Scheduled maintenance window: Maximum 4 hours per month

\- Preferred timing: Weekend off-peak hours (announced in advance)

(b) Force Majeure Events:

\- Natural disasters (earthquakes, floods, fires, etc.)

\- War, terrorism, civil unrest

\- Pandemics or public health emergencies

\- Government actions or orders

\- Strikes or labor disputes (not involving IBSurgeon employees)

\- Licensee's infrastructure, network, or internet connectivity problems

\- Licensee's database performance or availability issues

\- Misuse or abuse of the Software by Licensee

\- Licensee's failure to follow usage guidelines or best practices

(d) Third-Party Service Outages:

\- LLM provider (OpenAI, DeepSeek) unavailability or performance issues

\- AWS cloud service outages or degradation

\- Internet backbone or DNS infrastructure failures

\- Third-party API rate limiting or throttling

(e) Violation of Agreement:

\- Downtime resulting from Licensee's breach of this Agreement

\- Suspension of service for non-payment

\- Termination of service by IBSurgeon for cause

(f) Beta Features:

\- Outages affecting features marked as "beta," "preview," or

  "experimental"

10.3 Remedies for SLA Breach

(a) Service Credits:

If monthly uptime falls below 98%, Licensee’s sole and exclusive remedy is a

service credit applied to the next month’s invoice:

Monthly Uptime Service Credit

97.0% - 97.9% 10% of monthly fee

95.0% - 96.9% 25% of monthly fee

93.0% - 94.9% 50% of monthly fee

Below 93.0% 100% of monthly fee

(b) Requesting Credits:

To receive service credits, Licensee must:

- Submit written request to [email protected]

- Include documentation of experienced downtime

- Submit within thirty (30) days of the end of the affected month

- Credits not requested within 30 days are forfeited

- Credits applied to next month’s invoice only

- Credits do not accumulate; unused credits expire

- No cash refunds for service credits

- Maximum credit per month: 100% of that month’s fee

(d) No Other Remedies:

Service credits are Licensee’s sole and exclusive remedy for SLA breaches.

IBSurgeon has no other liability for availability issues.

10.4 No Guarantee of LLM Service Availability

WARNING: IMPORTANT LIMITATION

IBSurgeon does NOT guarantee availability, performance, or reliability of

third-party LLM Services (OpenAI, DeepSeek).

LLM service outages, rate limiting, or performance degradation are EXCLUDED

from the SLA and do not entitle Licensee to service credits.

If LLM Services are unavailable, the Software’s optimization features may be

limited or non-functional.

10.5 Maintenance Windows

(a) Scheduled Maintenance:

IBSurgeon will schedule maintenance during low-usage periods when possible:

- Notice: 48 hours advance notice via email and status page

- Frequency: Maximum once per month for routine maintenance

- Duration: Maximum 4 hours per maintenance window

- Timing: Typically weekends or off-peak hours (announced in advance)

(b) Emergency Maintenance:

For critical security patches or urgent infrastructure issues:

- IBSurgeon may perform emergency maintenance with reduced notice

- IBSurgeon will provide notice as soon as practicable

- Emergency maintenance is excluded from SLA calculations

================================================================================

11. TERM AND TERMINATION

================================================================================

11.1 Term

This Agreement begins on the date Licensee first installs or uses the

Software (“Effective Date”) and continues on a month-to-month basis during

active subscription.

11.2 Termination for Convenience by Licensee

Licensee may terminate this Agreement at any time by providing written notice

to [email protected] at least three (3) calendar days before the end of

the current Subscription Term.

(a) Effect:

\- Termination effective at the end of the current paid Subscription Term

\- Software access continues through the end of the paid period

\- No refund for partial month (except per Section 9.7)

(b) Auto-Renewal Cancellation:

\- Cancellation notice stops auto-renewal

\- No penalty for termination for convenience

11.3 Termination for Convenience by IBSurgeon

IBSurgeon may terminate this Agreement upon thirty (30) days’ written notice

to Licensee for any reason or no reason.

(a) Effect:

\- Licensee receives pro-rated refund for unused portion of Subscription

  Term

\- Software access continues through the notice period

\- Data retention and deletion per Section 11.5

11.4 Termination for Cause

(a) By Either Party:

Either party may terminate this Agreement immediately upon written notice if

the other party:

1. Material Breach: Materially breaches this Agreement and fails to cure

within thirty (30) days of written notice specifying the breach;

2. Insolvency: Becomes insolvent, makes an assignment for the benefit of

creditors, or files for bankruptcy;

3. Cessation of Business: Ceases business operations for any reason.

(b) By IBSurgeon:

IBSurgeon may terminate this Agreement immediately if Licensee:

1. Non-Payment: Fails to pay fees when due and does not cure within ten (10)

days of notice;

2. Unauthorized Use: Uses the Software on non-Authorized Databases;

3. Reverse Engineering: Attempts to reverse engineer, decompile, or derive

source code;

4. Security Breach: Attempts to disable security features, access other

customers’ data, or compromise the Software;

5. Resale: Redistributes or resells the Software without authorization;

6. Illegal Use: Uses the Software to violate laws or engage in illegal

activities;

7. Excessive Use: Engages in use patterns that unreasonably burden

IBSurgeon’s infrastructure (to be determined in IBSurgeon’s reasonable

discretion).

Notice of termination for cause must:

- Be in writing (email acceptable)

- Specify the grounds for termination

- Reference specific Agreement provisions violated

- For curable breaches, provide 30-day cure period

11.5 Effect of Termination

Upon termination or expiration of this Agreement:

(a) License Termination:

\- Licensee's license to use the Software immediately terminates

\- Licensee must cease all use of the Software

\- Licensee must uninstall the Software from all systems

\- Licensee must return or destroy all IBSurgeon Confidential Information

(b) Payment Obligations:

\- Licensee must pay all outstanding fees through the termination date

\- If termination by IBSurgeon for cause, no refunds are provided

\- If termination by IBSurgeon for convenience, pro-rated refund provided

\- If termination by Licensee for convenience, no refund (except Section

  9.7)

See Section 11.6 for detailed data retention terms.

(d) Output License Survival:

Licensee’s rights to Output received prior to termination SURVIVE termination

per Section 5.3(c).

(e) Accrued Rights:

\- Termination does not affect rights and obligations that accrued prior

  to termination

\- Neither party is relieved of obligations that arose before termination

11.6 Data Retention After Termination

================================================================================

DATA HANDLING POST-TERMINATION

================================================================================

(a) Timeline for Data Deletion:

Timeline IBSurgeon’s Actions

Day 0 Software access terminated; data retention begins

(Termination)

Days 1-30

Optimization Data remains accessible to IBSurgeon for

            transition; Licensee may request data export

Days 31-90 IBSurgeon deletes all identifiable Optimization Data

Day 91+ Only aggregated, anonymized statistical data retained (no

            individual identifiers)

(b) Data Export:

During the 30-day transition period, Licensee may request export of:

- Optimization history and results

- Performance metrics and reports

- Configuration data

Request export via: [email protected]

IBSurgeon MAY retain indefinitely:

- Aggregated, anonymized statistical data with no individual database

identifiers

- Example: “25% of optimizations involved adding indexes to JOIN columns”

- Cannot be used to identify Licensee or Licensee’s databases

(d) Legal Hold Exceptions:

IBSurgeon may retain Optimization Data beyond 90 days ONLY IF:

- Required by applicable law (e.g., tax records, litigation hold)

- Subject to legal process (subpoena, court order)

- Such data is isolated and protected from further processing

IBSurgeon will notify Licensee if data is subject to legal hold.

(e) Sub-Processor Deletion:

Upon termination, IBSurgeon will:

- Direct all Sub-Processors to delete Licensee’s Optimization Data within

thirty (30) days

- Use commercially reasonable efforts to ensure compliance

- Not responsible for Sub-Processor non-compliance if IBSurgeon has taken

reasonable steps

(f) Certification of Deletion:

Upon request, IBSurgeon will provide written certification of data deletion

within 15 days of the 90-day deletion period.

11.7 Survival

The following provisions SURVIVE termination or expiration of this Agreement:

- Section 4.7 (IBSurgeon’s Rights to Use Optimization Data) - for data

collected before termination

- Section 5 (Intellectual Property Rights)

- Section 6.4 (No Warranty of Results)

- Section 7.2 (Disclaimer of Warranties)

- Section 8 (Limitation of Liability)

- Section 9.3(d) (Non-Refundable Fees)

- Section 11.5 (Effect of Termination)

- Section 11.6 (Data Retention After Termination)

- Section 11.7 (Survival)

- Section 12.6 (Licensee Indemnification)

- Section 13 (General Provisions)

================================================================================

12. COMPLIANCE AND REGULATORY MATTERS

================================================================================

12.1 Licensee’s Compliance Obligations

Licensee is solely responsible for ensuring that its use of the Software

complies with all applicable laws and regulations, including but not limited

to:

(a) Data Protection Laws:

\- GDPR (EU General Data Protection Regulation)

\- LGPD (Brazil Lei Geral de Proteção de Dados)

\- CCPA/CPRA (California Consumer Privacy Act / Privacy Rights Act)

\- UK Data Protection Act 2018

\- Other applicable privacy and data protection laws

(b) Industry-Specific Regulations:

\- HIPAA (Health Insurance Portability and Accountability Act) - if

  processing health data

\- PCI DSS (Payment Card Industry Data Security Standard) - if processing

  payment data

\- SOX (Sarbanes-Oxley) - if applicable to financial reporting

\- GLBA (Gramm-Leach-Bliley Act) - if applicable to financial data

\- U.S. Export Administration Regulations (EAR)

\- International Traffic in Arms Regulations (ITAR)

\- Economic sanctions and embargoes

12.2 Data Protection Impact Assessments (DPIA)

If required by applicable law (e.g., GDPR Article 35), Licensee must:

(a) Conduct a Data Protection Impact Assessment before using the Software;

(b) Assess risks associated with transmitting database metadata to LLM

Services in foreign jurisdictions;

(d) Determine if additional safeguards are necessary;

(e) Document the DPIA and maintain it for regulatory inspection.

IBSurgeon will provide reasonable assistance for DPIA preparation upon written

request.

12.3 Consents and Authorizations

Licensee represents and warrants that:

(a) Licensee has obtained all necessary consents, authorizations, and

permissions from:

\- Data subjects whose Personal Data may be processed by the Software

\- Clients whose databases Licensee connects to the Software

\- Third parties whose rights may be affected

(b) Licensee has provided adequate privacy notices to data subjects

regarding:

\- Processing of their data

\- Transfer to third-party LLM Services

\- Transfer to foreign jurisdictions (USA, China)

\- Retention periods

\- Licensee has obtained authorization from the controller (client) to use

  the Software

\- Use of the Software complies with Licensee's data processing agreement

  with the client

12.4 Technical and Organizational Measures

Licensee shall implement appropriate technical and organizational measures

including:

(a) User Management:

\- Restrict Software access to authorized personnel only

\- Use strong authentication credentials

\- Revoke access for terminated employees

(b) Data Security:

\- Secure database connection credentials

\- Use encrypted connections to databases

\- Monitor for unauthorized access

\- Monitor Software usage and optimization activity

\- Maintain audit logs

\- Review optimization recommendations before implementation

(d) Incident Response:

\- Establish incident response procedures

\- Report suspected data breaches to IBSurgeon and authorities as required

  by law

\- Maintain emergency contact information

12.5 Cross-Border Data Transfers

WARNING: CROSS-BORDER TRANSFER RESPONSIBILITY

Licensee acknowledges that:

(a) Optimization Data crosses borders to:

\- UNITED STATES (OpenAI, AWS storage)

\- CHINA (DeepSeek)

(b) No Adequacy Decisions: These jurisdictions do not have adequacy decisions

under GDPR;

\- Determining legal basis for international transfers under applicable

  law

\- Implementing appropriate safeguards (e.g., Standard Contractual

  Clauses, encryption, consent)

\- Conducting Transfer Impact Assessments (TIA) if required

\- Notifying data subjects of international transfers

(d) IBSurgeon’s Limited Role: IBSurgeon provides the DPA with Standard

Contractual Clauses (Section 12.6), but Licensee must assess adequacy for

its specific use case.

(e) Alternative: If cross-border transfers are unacceptable, Licensee should

contact [email protected] for "Local-Only" licensing option.

12.6 Data Processing Addendum (DPA)

================================================================================

DATA PROCESSING ADDENDUM AVAILABLE

================================================================================

For Licensees subject to data protection laws requiring a Data Processing

Agreement:

(a) Separate DPA Provided:

IBSurgeon offers a comprehensive Data Processing Addendum (DPA) that governs

IBSurgeon’s role as a data processor.

Access the DPA:

- Download: /zh/hqpartizan-data-processing-addendum/

- Request: [email protected]

- Execution: Countersigned PDF

(b) DPA Includes:

- Definitions and roles (Controller, Processor, Personal Data)

- Processing instructions and limitations

- Security measures (technical and organizational)

- Sub-processor list and change notification procedures

- Data subject rights assistance

- Personal data breach notification procedures

- Data Protection Impact Assessment assistance

- Standard Contractual Clauses (SCCs) for international transfers

- Audit rights and compliance verification

- Data retention and deletion terms

- Liability and indemnification

The DPA is provided at no extra charge for all subscription tiers.

(d) When DPA is Required:

Execute the DPA if:

- Licensee is subject to GDPR, LGPD, CCPA, or similar data protection laws

- Licensee processes Personal Data using the Software

- Licensee needs Standard Contractual Clauses for international transfers

- Licensee’s legal or compliance team requires a formal DPA

(e) Precedence:

If there is a conflict between this EULA and the DPA regarding data

processing matters, the DPA controls.

12.7 Prohibited Uses

Licensee shall NOT use the Software to:

(a) Process Regulated Data Without Appropriate Agreements:

\- HIPAA: Protected Health Information (PHI) without executing Business

  Associate Agreement

\- PCI DSS: Payment card data (cardholder data) without PCI compliance

  addendum

\- FERPA: Student educational records without appropriate safeguards

(b) Violate Data Subject Rights:

\- Process data of individuals who have objected or withdrawn consent

\- Process children's data (under age 13/16) without parental consent

\- Violate data minimization principles

\- Money laundering or terrorist financing

\- Fraud or identity theft

\- Unauthorized access to computer systems

\- Violation of export control or sanctions laws

(d) High-Risk Processing Without Appropriate Safeguards:

\- Automated decision-making with legal/significant effects without human

  review

\- Profiling that creates discriminatory effects

\- Processing special category data (health, biometric, genetic) without

  legal basis

12.8 Export Controls

(a) Licensee Compliance:

Licensee shall comply with all applicable export control laws and regulations,

including:

- U.S. Export Administration Regulations (EAR)

- U.S. Department of Treasury OFAC regulations

- EU export control regulations

- Other applicable export control laws

12.9 Indemnification by Licensee

Licensee agrees to indemnify, defend, and hold harmless IBSurgeon from and

against any and all claims, damages, losses, liabilities, costs, and expenses

(including reasonable attorneys’ fees) arising from or relating to:

(a) Licensee’s violation of data protection laws (GDPR, CCPA, LGPD, etc.);

(b) Licensee’s use of the Software on databases without proper authorization;

their data;

(d) Licensee’s failure to obtain necessary consents from data subjects;

(e) Licensee’s breach of Section 12 (Compliance and Regulatory Matters);

(f) Data breaches resulting from Licensee’s inadequate security measures;

(g) Licensee’s violation of export control laws or sanctions;

(h) Regulatory fines or penalties imposed on IBSurgeon due to Licensee’s

non-compliance.

12.10 Certifications and Audits

(a) IBSurgeon’s Certifications (Planned):

IBSurgeon is pursuing the following security certifications:

Certification Status Expected Date

SOC 2 Type 2 In Progress Q4 2026

ISO 27001 Planned Q2 2027

ISO 27018 Planned Q2 2027

Current certification status available at: www.ibsurgeon.com/compliance

(b) Annual Security Audits:

IBSurgeon conducts:

- Third-party penetration testing: Annually

- Vulnerability assessments: Annually

- Code security reviews: Per major release

Available upon request to Enterprise customers:

- SOC 2 reports (when available)

- Penetration test summaries (redacted)

- Compliance questionnaires

Contact: [email protected]

================================================================================

13. GENERAL PROVISIONS

================================================================================

13.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws

of the State of Delaware, United States, without regard to its conflict of

law principles.

International Considerations:

- The United Nations Convention on Contracts for the International Sale of

Goods (CISG) does NOT apply to this Agreement.

- If Licensee is located in the EU/EEA and the DPA applies, certain

provisions of the DPA may be governed by Irish law per the Standard

Contractual Clauses.

13.2 Dispute Resolution

(a) Good Faith Negotiation:

Before initiating any formal dispute resolution, the parties shall attempt to

resolve any dispute through good faith negotiation for a period of thirty

(30) days.

To initiate:

- Send written notice to [email protected] (for disputes with IBSurgeon)

- Provide detailed description of the dispute

- Propose resolution or settlement terms

(b) Binding Arbitration:

If negotiation fails, any dispute, claim, or controversy arising out of or

relating to this Agreement shall be resolved by binding arbitration

administered by:

American Arbitration Association (AAA)

Under the AAA’s Commercial Arbitration Rules.

- Number of Arbitrators: One (1) arbitrator

- Location: Wilmington, Delaware, United States (or virtual if agreed)

- Language: English

- Discovery: Limited to documents and written interrogatories (depositions

only if arbitrator permits)

- Award: Arbitrator must issue written decision with findings of fact and

conclusions of law

(d) Arbitration Costs:

- Each party bears its own attorneys’ fees and costs

- Arbitrator fees and AAA administrative fees split equally between parties

- Arbitrator may award costs to prevailing party at arbitrator’s discretion

(e) Confidentiality:

All arbitration proceedings, submissions, and awards shall be confidential

and not disclosed to third parties except:

- As required by law

- To enforce the arbitration award

- With prior written consent of both parties

(f) Class Action Waiver:

WARNING: CLASS ACTION WAIVER

THE PARTIES AGREE THAT ANY ARBITRATION SHALL BE CONDUCTED IN THEIR INDIVIDUAL

CAPACITIES ONLY AND NOT AS A CLASS ACTION OR OTHER REPRESENTATIVE ACTION.

LICENSEE WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS ACTION AGAINST IBSURGEON.

(g) Small Claims Court:

Notwithstanding the arbitration requirement, either party may bring an

individual action in small claims court if the claim qualifies.

13.3 Injunctive Relief

Notwithstanding Section 13.2, either party may seek injunctive or equitable

relief in any court of competent jurisdiction to:

(a) Prevent irreparable harm related to:

\- Infringement of intellectual property rights

\- Breach of confidentiality obligations

\- Unauthorized access or security breaches

(b) Such relief may be sought without posting bond and without waiting for

arbitration.

13.4 Jurisdiction and Venue

For any court proceedings not subject to arbitration:

(a) Exclusive Jurisdiction: The state and federal courts located in

Wilmington, Delaware, United States;

(b) Consent to Jurisdiction: Both parties consent to personal jurisdiction in

these courts;

forum non conveniens or inconvenient forum.

13.5 Assignment

(a) Restriction on Assignment by Licensee:

Licensee may NOT assign, transfer, delegate, or sublicense this Agreement or

any rights hereunder without IBSurgeon’s prior written consent.

Any attempted assignment in violation of this Section is void.

(b) Assignment by IBSurgeon:

IBSurgeon may assign this Agreement without Licensee’s consent:

- In connection with a merger, acquisition, or sale of substantially all

assets

- To an affiliate or subsidiary

- To a successor entity in a corporate reorganization

Any permitted assignment binds and benefits the parties’ successors and

assigns.

13.6 Force Majeure

Neither party shall be liable for failure or delay in performance due to

causes beyond its reasonable control, including:

(a) Natural Disasters: Earthquakes, floods, fires, hurricanes, tornadoes;

(b) Government Actions: War, terrorism, civil unrest, embargoes, government

orders, lockdowns;

telecommunications disruptions;

(d) Pandemics: Public health emergencies, epidemics;

(e) Labor Disputes: Strikes, lockouts (except those involving the claiming

party's employees);

(f) Supplier Failures: Failure of third-party suppliers or service providers.

Effect:

- Performance obligations suspended during force majeure event

- Non-breaching party may terminate if force majeure continues for more than

60 days

- Fees continue to accrue unless service is unavailable due to force majeure

13.7 Entire Agreement

This Agreement, including all incorporated documents (DPA, if executed;

acceptable use policy; privacy policy), constitutes the entire agreement

between the parties and supersedes all prior agreements, understandings, and

communications, whether written or oral, relating to the subject matter.

Integrated Documents:

- This End User License Agreement (EULA)

- Data Processing Addendum (DPA), if executed

- Order forms or subscription confirmations

- Acceptable Use Policy (if separately provided)

No Reliance:

Licensee acknowledges that it has not relied on any representations,

warranties, or statements not expressly set forth in this Agreement.

13.8 Amendments

(a) Amendment by IBSurgeon:

IBSurgeon may modify this Agreement by providing thirty (30) days’ advance

written notice to Licensee via:

- Email to Licensee’s registered email address.

(b) Effective Date:

Amendments are effective on the date specified in the notice (not less than

30 days from notice).

Licensee’s continued use of the Software after the amendment effective date

constitutes acceptance of the amended terms.

(d) Objection:

If Licensee objects to an amendment:

- Licensee may terminate this Agreement per Section 11.2 before the amendment

effective date

- No early termination penalty applies

- Licensee will not receive a refund for the current month

(e) Material Changes:

For material changes adversely affecting Licensee (e.g., significant fee

increases, material reduction in services):

- IBSurgeon will provide prominent notice (email subject line: “Important:

Changes to IBSurgeon Terms”)

- IBSurgeon may offer alternative options or grandfathering of terms

13.9 Severability

If any provision of this Agreement is held to be invalid, illegal, or

unenforceable by a court of competent jurisdiction:

(a) The invalid provision shall be modified to the minimum extent necessary

to make it enforceable while preserving the parties' intent;

(b) If modification is not possible, the invalid provision shall be severed

from the Agreement;

(d) The parties will negotiate in good faith to replace the severed provision

with a valid provision that achieves the same economic effect.

13.10 Waiver

(a) No Implied Waiver:

Failure or delay by either party to enforce any provision of this Agreement

does NOT constitute a waiver of that provision or any other provision.

(b) Written Waiver Required:

Any waiver must be in writing and signed by the party granting the waiver.

A waiver of a breach does not constitute a waiver of:

- Any subsequent breach of the same provision; OR

- Any breach of any other provision

13.11 Notices

(a) Notice Requirements:

All notices required or permitted under this Agreement must be in writing and

sent to:

To IBSurgeon:

IBSurgeon Software

Email: [email protected]

Title: Notice under EULA IBSurgeon

To Licensee:

Email address provided during registration

(Licensee must keep email address current)

(b) Delivery Methods:

Notices may be delivered by:

- Email (with read receipt or delivery confirmation)

- Certified mail, return receipt requested

- Personal delivery

Notices are deemed effective:

- Email: Upon transmission (if during business hours) or next business day

- Mail: Five (5) business days after mailing

- Personal delivery: Upon delivery

(d) Update Contact Information:

Licensee must update contact information via account settings or by emailing

[email protected].

13.12 Independent Contractors

The parties are independent contractors. This Agreement does NOT create:

(a) A partnership, joint venture, or agency relationship;

(b) An employment relationship;

(d) Any authority for either party to bind the other.

Neither party is responsible for the acts or omissions of the other party.

13.13 No Third-Party Beneficiaries

This Agreement is solely for the benefit of the parties and their permitted

successors and assigns. This Agreement does NOT confer any rights or benefits

on any third party, including:

(a) Licensee’s clients or end users;

(b) Sub-Processors (except as expressly stated);

(d) Any other third parties.

Exception: Data subjects may have certain rights under the DPA to the extent

required by law (e.g., GDPR Article 82).

13.14 Interpretation

(a) Headings: Section headings are for convenience only and do not affect

interpretation.

(b) Singular/Plural: Words in the singular include the plural and vice versa.

(d) Including: “Including” means “including without limitation.”

(e) Business Days: “Business days” exclude weekends and U.S. federal

holidays.

(f) Language: This Agreement is in English. Any translation is for

convenience only; English controls.

(g) Ambiguities: Ambiguities will NOT be construed against the drafting

party.

13.15 Publicity

(a) Licensee as Reference:

IBSurgeon may list Licensee as a customer on IBSurgeon’s website and

marketing materials, including:

- Company name

- Company logo (with permission)

- General description of use case (non-confidential)

(b) Opt-Out:

Licensee may opt out of being listed by emailing [email protected].

IBSurgeon may request Licensee’s participation in case studies, testimonials,

or press releases. Participation is voluntary and subject to Licensee’s prior

written approval.

13.16 Confidentiality

(a) Confidential Information:

Each party may have access to the other party’s confidential information

(“Confidential Information”), including:

IBSurgeon’s CI:

- Software source code

- Optimization algorithms and trade secrets

- Pricing information

- Security vulnerabilities

- Product roadmap

Licensee’s CI:

- Database schemas (non-anonymized)

- Query text with literal values

- Performance data with identifiable information

- Client lists and contracts

(b) Obligations:

The receiving party shall:

- Use Confidential Information only for purposes of this Agreement

- Protect Confidential Information using at least the same degree of care as

it uses for its own confidential information (but not less than reasonable

care)

- Not disclose Confidential Information to third parties without prior

written consent

Confidential Information does NOT include information that:

- Is or becomes publicly available through no breach by the receiving party

- Was rightfully known to the receiving party before disclosure

- Is independently developed by the receiving party without use of

Confidential Information

- Is rightfully obtained from a third party without confidentiality

obligations

(d) Permitted Disclosures:

Confidential Information may be disclosed:

- To employees, contractors, or advisors who need to know (under

confidentiality obligations)

- As required by law or court order (with notice to disclosing party if

legally permitted)

- To enforce this Agreement

(e) Remedies:

Breach of confidentiality may cause irreparable harm. The injured party is

entitled to injunctive relief in addition to other remedies.

13.17 U.S. Government Rights

If Licensee is a U.S. Government agency or contractor:

(a) The Software is a “commercial item” as defined in FAR 2.101;

(b) The Software is licensed subject to the terms of this commercial license

agreement;

FAR 12.211 and DFARS 227.7202.

13.18 Compliance with Laws

Both parties shall comply with all applicable laws and regulations in

performing their obligations under this Agreement, including:

- Anti-corruption laws (FCPA, UK Bribery Act)

- Anti-money laundering laws

- Trade sanctions and export controls

- Data protection and privacy laws

- Tax laws

13.19 Counterparts

This Agreement may be executed in counterparts, each of which is deemed an

original and all of which together constitute one agreement. Electronic

signatures (including DocuSign, Adobe Sign, or scanned signatures) are valid

and binding.

================================================================================

14. ACKNOWLEDGMENT AND ACCEPTANCE

================================================================================

14.1 Acknowledgment of Understanding

BY CLICKING “I ACCEPT,” INSTALLING, OR USING THE SOFTWARE, LICENSEE

ACKNOWLEDGES THAT LICENSEE HAS:

[X] Read and understood this entire Agreement, including all terms and

conditions;

[X] Reviewed the critical disclosures in Section 1 regarding:

\- Transmission of data to LLM Services in the United States and China

\- Lack of Data Processing Agreements with LLM providers

\- Cross-border data transfer risks

\- Security and privacy limitations

[X] Understood the limitations of liability and disclaimers of warranty in

Sections 7 and 8;

[X] Agreed to test all recommendations in non-production environments before

production deployment;

[X] Acknowledged responsibility for compliance with data protection laws

(GDPR, LGPD, CCPA);

[X] Reviewed (or had the opportunity to review) the Data Processing Addendum

if applicable to Licensee's use;

[X] Accepted that:

\- Optimization recommendations are not guaranteed to improve performance

\- Licensee owns Output generated by the Software

\- IBSurgeon may use anonymized Optimization Data for product development

\- This Agreement is legally binding

14.2 Authority to Accept

By accepting this Agreement, Licensee represents and warrants that:

(a) If Licensee is an individual: Licensee has the legal capacity to enter

into this Agreement;

(b) If Licensee is a business entity: The person accepting has the authority

to bind the entity to this Agreement;

14.3 Acceptance Methods

Licensee accepts this Agreement by:

(a) Clicking “I Accept,” “I Agree,” or similar button during installation or

registration; OR

(b) Installing the Software on any system; OR

(d) Executing an Order Form or similar document referencing this Agreement.

14.4 Rejection

IF YOU DO NOT AGREE TO THIS AGREEMENT:

DO NOT install, access, or use the Software.

Contact [email protected] to discuss alternative licensing options or to

request modifications to terms.

================================================================================

CONTACT INFORMATION

================================================================================

General Inquiries:

Website: www.ib-aid.com

Email: [email protected]

Data Protection [email protected] GDPR matters, data protection

Officer questions

================================================================================

APPENDIX A: DATA FLOW DIAGRAM

================================================================================

                 DATA FLOW OVERVIEW

Step 1: Connection

┌─────────────────┐

│ Licensee’s │ Connection credentials

│ Database │◄─────────────────────┐

│ (Authorized) │ │

└─────────────────┘ │

│

Step 2: Data Collection │

     │                          ┌─────────────┐

     │ Original query text      │   Software  │

     │ \+ metadata               │   (Local)   │

     ▼                          └─────────────┘

┌─────────────────┐ │

│ Anonymization: │ │

│ • Hash names │ │

│ • Strip values │ │

│ • Pseudonymize │ │

└─────────────────┘ │

│

Step 3: LLM Processing │

     │                                │

     ├──────────────┬─────────────────┘

     │              │

     ▼              ▼

┌─────────────┐ ┌─────────────┐

│ OpenAI │ │ DeepSeek │

│ (USA) │ │ (China) │

│ │ │ │

│ Optimization│ │ Optimization│

└─────────────┘ └─────────────┘

     │              │

     └──────┬───────┘

            │

            │ Optimization suggestions

            ▼

    ┌─────────────┐

    │  Software   │

    │  Receives   │

    │  Output     │

    └─────────────┘

            │

            ├─────────────┐

            │             │

            ▼             ▼

    ┌─────────────┐  ┌──────────────┐

    │  Licensee   │  │  IBSurgeon   │

    │  (Owns      │  │  Storage     │

    │  Output)    │  │  AWS S3 (US) │

    └─────────────┘  └──────────────┘

                            │

                            │ If successful

                            ▼

                     ┌──────────────┐

                     │  Aggregation │

                     │  for Product │

                     │  Development │

                     └──────────────┘

                            │

                     ┌──────┴───────┐

                     ▼              ▼

               ┌──────────┐  ┌───────────┐

               │ Partners │  │  Research │

               │ (Limited)│  │  (Limited)│

               └──────────┘  └───────────┘

================================================================================

END OF END USER LICENSE AGREEMENT

================================================================================

Document Version: 2.0

Effective Date: February 1, 2025

Last Updated: February 1, 2025

This is a legally binding agreement. We recommend that you consult with your

legal counsel before accepting.

================================================================================