Terms of Service

Article 1 (Purpose)

These Terms set out the rights, obligations, and responsibilities of the Company and Users in connection with use of the Services, along with other related matters.

Article 2 (Definitions)

• "Services" means the NeoSQL website, desktop application, account system, project management, ERD creation, database schema analysis, code generation, billing, customer support, and related features provided by the Company.
• "User" means any person who accesses or uses the Services, whether as a registered Member or otherwise.
• "Member" means a User who has registered an account and uses the Services on an ongoing basis.
• "Paid Services" means subscription plans, team features, enterprise features, on-premises offerings, add-ons, or other paid products that we offer now or may offer in the future.
• "Project Data" means any ERDs, table definitions, template settings, connection information, documents, collaboration data, or other materials that a User stores, uploads, enters, synchronizes, or generates through the Services.
• "Database Metadata" means structural information such as schemas, tables, columns, indexes, constraints, and relationships within a database.

Article 3 (Effect and Changes to These Terms)

• These Terms take effect when posted on the Services, our website, or through another reasonable method designated by the Company.
• We may amend these Terms to the extent permitted by applicable law.
• When we amend these Terms, we will disclose the effective date, the reasons for the amendment, and the material changes.
• For changes that are favorable to Users or merely clarifying, we will provide at least 7 days' notice. For changes that materially and adversely affect Users, we will provide at least 30 days' notice by posting on the Services or by email, in-product notice, or another reasonable method.
• If you continue to use the Services after the amended Terms take effect, you will be deemed to have accepted them, except where applicable law requires a different form of consent. If you do not agree, you must stop using the Services and may request account termination.

Article 4 (Account Registration and Formation of Agreement)

• Your agreement with us is formed when you accept these Terms, complete the registration or sign-up process designated by the Company, and we approve your request.
• If you are under the age of majority in your jurisdiction, you must obtain consent from a parent or legal guardian before using Paid Services or making a purchase. Where permitted by law, cancellation or refund rights may be limited if a minor misrepresents their age or improperly uses another person's identity or payment method.
• We may refuse, suspend, or defer acceptance of a registration or use request in cases including the following:
• The information provided is false, inaccurate, or stolen.
• The applicant has previously violated applicable law or these Terms and was subject to restrictions.
• There is insufficient technical capacity, or providing the Services would cause significant operational difficulty.
• We otherwise reasonably determine that acceptance is inappropriate.

Article 5 (Account Information and Security)

• You must provide accurate and up-to-date account information and promptly update it when it changes.
• You are responsible for safeguarding your account credentials, passwords, and authentication methods, and you may not transfer, lend, share, or otherwise make them available to any third party.
• If you become aware of unauthorized access to or use of your account, you must notify us promptly. To the extent permitted by law, we are not responsible for losses resulting from your failure to do so in a timely manner.

Article 6 (Notices to Users)

• We may provide notices to you by email, in-product message, pop-up, announcement on the Services, or any other reasonable means using the contact information you have provided.
• For notices that affect all Users or a broad group of Users, we may substitute individual notice by posting an announcement on the Services for at least 7 days, unless applicable law requires a different form of notice.
• To the extent permitted by law, we are not responsible for losses arising from your failure to keep your contact information accurate or to update it in a timely manner.

Article 7 (Description of the Services)

We may provide the following Services:

• Database schema analysis, ERD creation, and ERD management
• Database object management, DDL generation, schema change tracking, and related features
• Table- or schema-based code generation, template application, and export of generated results
• Project storage, backup, recovery, sharing, synchronization, and collaboration features
• Web applications, desktop applications, and future API, MCP, AI, or related integrations
• Paid plans, team plans, enterprise plans, on-premises offerings, or separately contracted services

We may provide all or part of the Services in Beta, Preview, Trial, experimental, or similar form. Such features may have limited functionality and may change more frequently than generally available features.

Unless otherwise stated in separate terms or notices, these Terms also apply to any new services or additional features we add to NeoSQL.

Article 8 (Service Environment and Data Storage)

• NeoSQL may be offered through a desktop application, a web application, or both, and certain features may only be available in specific environments.
• In offline mode, Project Data may be stored on your local file system or within local application storage.
• In online mode, Project Data may first be stored in your browser or device storage and then synchronized with our infrastructure or that of our service providers.
• The Services may process Database Metadata from external databases that you connect. We may analyze, store, transmit, or synchronize that metadata only as reasonably necessary to provide, secure, support, and improve the Services.
• You are responsible for maintaining appropriate backups of your Project Data, Database Metadata, connection information, and any exported results.

Article 9 (Paid Services, Subscriptions, Billing, and Refunds)

14-Day Refund for Paddle Purchases. For any Paid Service purchased through Paddle (paddle.com), our international payment processor, you may request a full refund within 14 days of your initial payment, for any reason. No qualifying conditions or exceptions apply within this 14-day window. To request a refund, contact contact@unvus.com within 14 days of payment; the refund will be issued in full to your original payment method. This 14-day refund applies to the first payment for a given Paid Service, including the first payment of a new subscription. Where this paragraph conflicts with any other refund provision in these Terms, this paragraph prevails for Paddle purchases.

The following additional terms apply to all Paid Services. For Paddle purchases, these additional terms are subject to, and do not limit, the 14-Day Refund for Paddle Purchases set out above.

• We may offer Paid Services in addition to our free services. Detailed features, fees, billing cycles, usage limits, and other commercial terms will be shown on the relevant service screen, order page, or in a separate notice.
• Subscription-based Paid Services may automatically renew for successive billing periods unless you cancel before renewal, subject to the billing terms disclosed at the time of purchase and to applicable law.
• The subscription period for a Paid Service is measured from the date and time at which your payment is completed (down to the second). Auto-renewal, expiration, and the effective time of cancellation are calculated against that timestamp on a per-billing-cycle basis. For example, a monthly subscription renews or ends one calendar month after the payment timestamp at the same time of day; an annual subscription renews or ends one year later at the same time.
• The Services are delivered as digital content that is made available immediately upon payment. Except where the 14-Day Refund for Paddle Purchases above applies, by completing payment you expressly request immediate performance of the Services and acknowledge that, to the extent permitted by applicable law, you waive any right to withdraw, cancel, or receive a refund based on a change of mind once performance has begun. This includes the withdrawal exemption for digital content recognized under EU Directive 2011/83/EU (Articles 9 and 16(m)), the UK Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, and the Korean Act on Consumer Protection in Electronic Commerce (Article 17(2)).
• Refunds will still be available where required by mandatory consumer protection law, where the Services were not provided due to our fault, where the Services materially differ from how they were described, where you were charged in error, or under any separate refund policy we publish.
• You may cancel an active subscription at any time through your account settings or by contacting support. Cancellation stops future renewals and takes effect at the end of the then-current billing period. Cancellation does not, by itself, entitle you to a refund of fees already paid for the current period.
• You must provide valid, current, and complete billing information and are responsible for keeping a valid payment method on file. If a payment fails, we may retry the charge over a reasonable period and may suspend, downgrade, or terminate your Paid Services if the payment cannot be collected. You remain responsible for amounts that are due, and we may use a third-party collection service to recover unpaid amounts to the extent permitted by law.
• Unless otherwise stated on the order screen, fees are exclusive of any sales, value-added, withholding, goods and services, or similar taxes, levies, or duties (collectively, "Taxes"), and you are responsible for paying all such Taxes other than those imposed on our net income. Where we are required by law to collect and remit Taxes, those amounts will be added to the price you pay.
• Fees are charged in the currency shown on the order screen at the time of purchase. We are not responsible for any currency conversion costs or foreign transaction fees applied by your bank or card issuer.
• If we change the price of a recurring subscription, we will give you reasonable advance notice, and in any event at least 30 days before the change takes effect, by email, in-product notice, or another reasonable means. The new price will apply from the next billing period after the notice period. If you do not agree to the new price, you may cancel before it takes effect; continued use after the effective date constitutes acceptance.
• The Services are offered with a free version that you can use after registration without payment, and one or more Paid Services that unlock additional features. Subscribing to a Paid Service is always a separate, affirmative action by you, and we will not charge your payment method unless you have placed an order. The features, limits, and conditions of the free version may change over time, and we do not guarantee that any particular free feature will remain available indefinitely.
• We may reject, suspend, cancel, or limit orders or payments in cases of pricing errors, technical errors, suspected fraud, violation of these Terms, abuse of promotions, or other reasonable operational needs.
• If applicable law grants you a cooling-off period or a withdrawal or cancellation right before the Paid Services are fully activated or materially used, you may exercise that right within the period required by law. These rights may be limited where the Services have already been activated, downloaded, performed, or otherwise fall within a lawful exception.
• Except where required by applicable law, mandatory app marketplace rules, payment provider rules, or our separate refund policy, payments for Paid Services are non-refundable.
• If you cancel a subscription, your access generally continues until the end of the prepaid billing period. Pro-rated refunds for the unused portion are not provided unless required by applicable law or by our published refund policy.
• To the extent permitted by law, we may deny refunds or compensation where the loss, suspension, termination, or other issue results from your breach of these Terms, fraudulent or unauthorized conduct, abuse of our refund policies, misuse of a payment method, or other fault attributable to you.
• If an overpayment occurs, we will generally refund the amount to the original payment method. If that is not reasonably possible, we may use another reasonable method after notifying you. Where permitted by law, reasonable processing costs caused by your fault may be deducted.
• Separate enterprise, on-premises, custom-order, or individually negotiated agreements may apply to certain Paid Services and will prevail over these Terms to the extent of any conflict.

Article 10 (Changes to, Suspension of, and Termination of the Services)

• We may modify, add to, suspend, or discontinue all or part of the Services for operational, technical, security, legal, or business reasons.
• Where practicable, we will give advance notice of material changes or major service interruptions. In urgent situations, such as security incidents, emergency maintenance, or outage response, we may provide notice after the fact.
• Availability of the Services may be affected by events such as force majeure, power outages, telecommunications failures, third-party infrastructure outages, cyberattacks, maintenance, updates, legal restrictions, or other causes beyond our reasonable control.
• We do not guarantee the continued maintenance, support, updating, or availability of any specific feature, release, or version of the Services, and we may change or discontinue them as reasonably necessary.
• If we materially change the content, method of use, or conditions of a Paid Service, we will give advance notice and take any measures required by applicable law.

Article 11 (Intellectual Property)

• All intellectual property rights in the Services, software, designs, logos, trademarks, documentation, screen layouts, templates, code, data structures, and other materials created by the Company belong to the Company or the relevant rights holders.
• Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable right to access and use the Services. No ownership rights are transferred to you.
• Subject to applicable law and third-party rights, outputs that you generate from your own data and configurations belong to you, except as otherwise provided in a separate agreement.

Article 12 (User Data and Feedback)

• You represent that you have the rights and lawful authority needed for the Project Data you upload, enter, store, share, or generate through the Services, and that such data does not infringe any third-party rights.
• We may process User Data as needed to operate, maintain, secure, back up, synchronize, troubleshoot, support, and improve the Services, and to meet our legal obligations.
• We will not use your User Data for independent commercial purposes outside of providing and improving the Services without your consent, except as otherwise permitted by applicable law. Our handling of personal data is described further in our Privacy Policy.
• Unless otherwise agreed in writing, any feedback, suggestions, or ideas you submit may be used by us free of charge to operate and improve the Services.

Article 13 (Prohibited Conduct)

You must not engage in any of the following:

• Conduct that violates applicable law, public order, or these Terms
• Submitting false information, impersonating others, gaining unauthorized access, or circumventing authentication or access controls
• Interfering with the stability, availability, or security of the Services, including by generating excessive traffic or making abnormal automated requests
• Uploading or transmitting malware, malicious scripts, crawlers, spyware, or other harmful code
• Infringing the intellectual property, trade secrets, privacy, reputation, or other rights of the Company or any third party
• Uploading or processing illegal data, sensitive data without proper authorization, or any data whose use is restricted by law
• Using AI, MCP, or external integration features to bypass security, gain unauthorized access, generate malicious code, or facilitate unlawful activity
• Reselling, sublicensing, white-labeling, or otherwise exploiting the Services for purposes inconsistent with their intended use, or using them to build a competing service without authorization

Article 14 (Restrictions, Suspension, and Termination)

• If you violate these Terms or applicable law, we may restrict access, suspend features, restrict data access, delete data where legally permitted, or terminate your account or use of the Services, with prior or subsequent notice as appropriate.
• You may request to delete your account or stop using the Services at any time. However, we may retain certain information where required by law or where reasonably necessary for billing, dispute resolution, security, fraud prevention, or regulatory compliance.
• You may object to a restriction or termination through any procedure we make available, and we will reconsider the action where we determine that your objection is justified.
• Payment obligations, intellectual property provisions, disclaimers, limitations of liability, governing law, dispute provisions, and other clauses that by their nature should survive will survive any termination or expiration.

Article 15 (Privacy)

We process personal data in accordance with applicable law and our Privacy Policy. Please review the Privacy Policy together with these Terms.

Article 16 (Disclaimers)

• To the extent permitted by law, we are not liable for any failure to provide the Services due to force majeure events, war, terrorism, cyberattacks, outages of telecommunications or payment infrastructure, or other events beyond our reasonable control.
• The Services are provided on an "as is" and "as available" basis. To the fullest extent permitted by applicable law, we disclaim all warranties of merchantability, fitness for a particular purpose, non-infringement, uninterrupted availability, error-free operation, accuracy, and completeness.
• To the extent permitted by law, we are not responsible for any loss caused by your own fault, your device environment, browser or operating system issues, third-party service failures, external database failures, misconfiguration, input errors, or other circumstances attributable to you.
• We do not warrant the accuracy, completeness, legality, timeliness, or fitness for a particular purpose of any data you store or connect from external systems. You remain responsible for your own decisions and use of the Services.
• Unless expressly agreed otherwise, we do not guarantee the quality, continuity, integrity, or availability of any free, Beta, Preview, or trial features.
• Except as required by applicable law, we are not responsible for the content, transactions, outages, security issues, or outcomes of third-party websites, app stores, payment processors, cloud services, external databases, external AI tools, or other third-party services integrated with the Services.

Article 17 (Limitation of Liability)

• To the fullest extent permitted by applicable law, and except in cases of our willful misconduct, gross negligence, or liability that cannot be excluded by law, we are not liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, or for any loss of profits, loss of data, loss of goodwill, or third-party claims.
• Except where caused by our willful misconduct, gross negligence, or other liability that cannot be excluded by law, we are not liable for any loss, corruption, deletion, omission, or inability to restore data that you transmit, store, synchronize, back up, or generate. You remain responsible for maintaining adequate backups.
• We may modify, suspend, or discontinue free portions of the Services for operational or technical reasons. Except where required by applicable law, such changes do not give rise to any separate compensation.
• To the fullest extent permitted by applicable law, our aggregate liability arising out of or relating to the Services will not exceed the total amount you actually paid to us for the relevant Paid Service during the 12 months immediately before the event giving rise to the claim. For free services, our liability is limited to the extent permitted by law.
• Nothing in these Terms excludes or limits any right or remedy that cannot be excluded or limited under applicable law.

Article 18 (Third-Party Claims and User Responsibility)

• If a complaint, dispute, investigation, claim, or legal proceeding is brought against the Company because of your violation of law, breach of these Terms, infringement of third-party rights, unauthorized upload or use of data, or other fault attributable to you, you are responsible for resolving the matter at your own expense.
• To the extent permitted by applicable law, if the Company suffers damage or incurs costs as a result of the circumstances above, you must reimburse the Company for the reasonable losses and expenses incurred.
• We may request information or cooperation reasonably necessary to respond to such claims or disputes, and you must cooperate in good faith unless you have a legitimate reason not to do so.

Article 19 (Governing Law and Venue)

• These Terms are governed by the laws of the Republic of Korea, except to the extent that mandatory consumer protection laws in your place of residence apply and cannot be contractually waived.
• Any dispute arising out of or relating to these Terms or the Services will be brought before the court having jurisdiction under applicable law. Nothing in these Terms limits any rights or venues that may be available to you under mandatory consumer law.

Article 20 (General Provisions)

• If any provision of these Terms is held to be invalid or unenforceable by a court of competent jurisdiction, that provision will be enforced to the maximum extent permitted by law, and the remaining provisions will continue in full force and effect.
• Our failure to enforce any right or provision of these Terms is not a waiver of that right or provision, and any waiver must be in writing to be effective.
• You may not assign or transfer these Terms or any rights or obligations under them, by operation of law or otherwise, without our prior written consent. Any attempted assignment in violation of this section is void. We may assign these Terms, in whole or in part, to an affiliate or in connection with a merger, acquisition, reorganization, or sale of all or substantially all of our assets.
• These Terms, together with our Privacy Policy and any policies, order forms, or notices referenced in them, constitute the entire agreement between you and the Company regarding the Services and supersede any prior or contemporaneous agreements on the same subject matter.
• Nothing in these Terms creates an agency, partnership, employment, joint venture, or franchise relationship between you and the Company. Except as expressly stated, these Terms do not confer any rights on any third party.
• You are responsible for complying with all applicable export control, sanctions, and trade laws in connection with your use of the Services. You may not access or use the Services from a country, region, or in a manner prohibited by such laws, and you represent that you are not located in, ordinarily resident in, or organized under the laws of any country or region subject to comprehensive sanctions.
• Headings in these Terms are for convenience only and do not affect interpretation. The words "include", "including", and similar terms are not words of limitation.

Article 21 (Contact)

• Company: Unvus Co., Ltd.
• Service: NeoSQL
• Email: contact@unvus.com