Legal

Software License Agreement

Simcha Solutions LLC - Simcha DB Studio

1. Agreement

This Software License Agreement ("Agreement") is between Simcha Solutions LLC ("Simcha Solutions," "we," "us") and the individual or entity that licenses the Software ("Customer," "you"). By installing, accessing, or using the Software, or by signing or accepting an Order that references this Agreement, you agree to these terms. If you act on behalf of an organization, you represent that you are authorized to bind it.

2. Definitions

3. License grant

Subject to this Agreement and payment of applicable fees, Simcha Solutions grants Customer a non-exclusive, non-transferable, non-sublicensable license, during the term of the applicable Order, to install and use the Software self-hosted in Customer's own environment, for Customer's internal business purposes, up to the scope (such as number of Users, packs, or connections) specified in the Order and enabled by the License Key.

4. Orders, fees, and taxes

The commercial terms for each license, including scope, term, and fees, are set out in the applicable Order. Fees are due as stated in the Order and are non-refundable except as expressly provided. Fees are exclusive of taxes; Customer is responsible for applicable taxes other than taxes on our income. If no Order has been executed, use of the Software outside the beta requires a valid commercial license.

5. License restrictions

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

6. Customer data and self-hosted operation

Because the Software is self-hosted, Customer alone controls the environment in which it runs and the databases, schemas, queries, credentials, and data it connects to. Simcha Solutions does not host, access, receive, or process Customer's databases or the data within them. Customer is solely responsible for its environment, its data, its backups, its access controls, and its compliance obligations. Any limited personal data we process in connection with licensing and support (such as contact and License Key details) is handled under our Privacy Policy, and a Data Processing Addendum is available where required.

7. Support and updates

Support and update entitlements, if any, are as described in the applicable Order or an accompanying support or professional-services agreement. Unless an Order states otherwise, updates we make generally available during the term are provided under this Agreement.

7a. License verification

Customer will keep records sufficient to verify its use of the Software within the licensed scope. On reasonable prior written notice, no more than once per twelve-month period, Simcha Solutions may verify Customer's compliance with the licensed scope, either through Customer's written self-certification or, where reasonably warranted, a review during normal business hours conducted in a manner that does not unreasonably disrupt Customer's operations. If verification shows use beyond the licensed scope, Customer will promptly true up the applicable fees for the excess use.

8. Intellectual property

The Software is licensed, not sold. Simcha Solutions and its licensors retain all right, title, and interest in and to the Software, including all intellectual property rights. Except for the limited license granted here, no rights are granted to Customer. Customer's feedback may be used by Simcha Solutions without restriction under a perpetual, royalty-free license.

Third-party and open-source components. The Software includes third-party and open-source components that are licensed under their own terms. Those terms are made available with the Software (for example, in a notices file included with the distribution), and to the extent they apply, they govern the corresponding components and, in case of conflict, control over this Agreement for those components only. Simcha Solutions does not extend its own warranties or indemnities to third-party or open-source components beyond what those components' licensors provide.

9. Warranty and disclaimer

We warrant that we have the right to license the Software. EXCEPT AS EXPRESSLY STATED, THE SOFTWARE IS PROVIDED "AS IS," AND SIMCHA SOLUTIONS DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT IT WILL MEET CUSTOMER'S REQUIREMENTS. CUSTOMER IS RESPONSIBLE FOR EVALUATING THE SOFTWARE FOR ITS INTENDED USE AND FOR THE RESULTS OF ANY DATABASE CHANGES IT EXECUTES.

10. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR DATA, ARISING OUT OF OR RELATED TO THIS AGREEMENT. EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER UNDER THE APPLICABLE ORDER IN THE TWELVE MONTHS PRECEDING THE CLAIM. THE FOREGOING CAP DOES NOT APPLY TO CUSTOMER'S PAYMENT OBLIGATIONS OR TO A PARTY'S INFRINGEMENT OR MISUSE OF THE OTHER'S INTELLECTUAL PROPERTY. SIMCHA SOLUTIONS' TOTAL LIABILITY FOR ITS INDEMNIFICATION OBLIGATION UNDER SECTION 11 WILL NOT EXCEED TWO TIMES (2X) THE FEES PAID BY CUSTOMER UNDER THE APPLICABLE ORDER IN THE TWELVE MONTHS PRECEDING THE CLAIM.

11. Indemnification

Simcha Solutions will defend Customer against third-party claims that the Software, as provided and used in accordance with this Agreement, infringes that third party's United States intellectual property rights, and will pay resulting damages finally awarded, subject to prompt notice, reasonable cooperation, and Simcha Solutions' control of the defense and settlement. Customer will defend Simcha Solutions against claims arising from Customer's data, its environment, or its use of the Software in breach of this Agreement.

Simcha Solutions' obligation does not apply to claims arising from: (a) modification of the Software by anyone other than Simcha Solutions; (b) combination of the Software with products, data, or processes not provided by Simcha Solutions, where the claim arises from the combination; (c) use of the Software other than in accordance with this Agreement; or (d) any release other than the most current one, if the claim would have been avoided by using the current release. If the Software becomes, or Simcha Solutions believes it may become, the subject of an infringement claim, Simcha Solutions may, at its option, procure the right for Customer to continue using it, modify or replace it to be non-infringing, or, if neither is commercially reasonable, terminate the license and refund the prepaid, unused fees. This Section states Simcha Solutions' entire liability, and Customer's exclusive remedy, for any claim of intellectual-property infringement.

12. Term and termination

This Agreement applies for the term of each Order. Either party may terminate for the other's material breach not cured within thirty (30) days of written notice. On termination or expiration, Customer's license ends and Customer must stop using and, if requested, delete the Software and License Keys. Provisions that by their nature should survive (including Sections 5, 6, 8, 9, 10, and 11) survive termination.

13. Compliance and export

Customer will comply with all applicable laws in its use of the Software, including export-control and sanctions laws, and will not use or provide the Software in violation of such laws.

14. General

This Agreement, together with any Order and the documents referenced here, is the entire agreement between the parties regarding the Software and supersedes prior discussions. It is governed by the laws of the State of Georgia, without regard to conflict-of-laws rules. Neither party may assign it without the other's consent, except in connection with a merger, acquisition, or sale of substantially all assets. If any provision is unenforceable, the remainder stays in effect. Notices must be in writing.

15. Contact

Simcha Solutions LLC

1163 West Peachtree St NE, Atlanta, GA 30309

Email: contactus@simchasolutions.com

Last updated: July 23, 2026