Last Updated: September 23, 2025

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This Software License and Support Agreement (this “Agreement”) is entered into as of DD/MM/YYYY by and between the customer identified below, (“Customer”), and NOCODB Inc (“Company”) and describes the terms and conditions pursuant to which Company will license to Customer and support certain Software (as defined below). This Agreement consists of this cover page, and the attached Terms and Conditions.

Customer Details :

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Terms & Conditions

1. Grant of License

1.1 Grant

Subject to the terms and conditions of Section 2 and payment of all license fees required hereunder, Company hereby grants to Customer, its subsidiaries and affiliates, a subscription-based, nonexclusive, and nontransferable license to use the Software for its own internal business. Customer acknowledges that Company will retain title to the Software. Company hereby reserves all rights to the Software, and any copyrights, patents, or trademarks, embodied or used in connection therewith, except for the rights expressly granted herein.

1.2 Delivery

Company shall deliver to Customer, no later than 7 days after the Effective Date, one machine-readable copy of the Software.

1.3 Copies

Customer shall not copy the Software, except as permitted by this Agreement. Whenever Customer is permitted to copy or reproduce all or any part of the Software, Customer shall reproduce and not efface any and all titles, trademark symbols, copyright symbols and legends, and other proprietary markings on the Software.

2. License Restrictions

2.1 Types of Licenses

Customer shall abide by the following applicable restrictions:

2.1.1 Evaluation License. If an “Evaluation License” is indicated on the Order, Customer’s copy of the Software will contain a blocking code restricting use of the Software after the time indicated on the Order. Customers may use the Software solely for internal use, in accordance with the license restriction in Section 2.2, solely during the evaluation period indicated on the Order. If an “Evaluation License” is indicated on the Order, notwithstanding anything to the contrary in this Agreement, all Software subject to such evaluation license is delivered “AS-IS,” without any express or implied warranties, and no warranties or maintenance obligations will apply to the Company. COMPANY HEREBY DISCLAIMS ALL WARRANTIES WITH RESPECT TO SUCH SOFTWARE, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO SUCH SOFTWARE.

2.1.2 EnterpriseLicense. If an “Enterprise” is indicated on the Order, Customer, its subsidiaries, and any affiliates named in the Order may use the Software solely for Customer’s own computing needs, and not on behalf of any other entity. Customers shall not allow access to the Software by more than the number of Users indicated on the Order.

2.1.3 User License. If a “User License” is indicated on the Order, Customer shall not allow access to the Software by more than the number of Users indicated on the Order. Customer shall not allow access to the Software by any User other than Customer’s employees.

2.2 Additional Restrictions

Customer shall not, directly, indirectly or through its Authorized Users, employees and/or the services of independent contractors:

2.2.1 attempt to sell, transfer, rent, lend, lease, sub-license or otherwise provide third parties rights to the Software;

2.2.2 “frame,” “mirror,” “copy” or otherwise enable third parties to use the Software (or any component thereof) as a service bureau or other outsource service

2.2.3 allow access to the Software by multiple individuals impersonating a single end user

2.2.4 use the Software in a manner that interferes with, degrades, or disrupts the integrity or performance of Company’s technologies, services, systems or other offerings, including data transmission, storage and backup

2.2.5 use the Software for the purpose of developing a product or service that competes with the Company’s products and services

2.2.6 circumvent or disable any security features or functionality associated with the Software

2.2.7 use the Software in any manner that is prohibited by the law

2.2.8 decompile, disassemble, or reverse engineer the Software, in whole or in part; or

2.2.9 use the Software to provide processing services to third parties, or otherwise use the Software on a software-as-a-service or managed service basis.

2.3 Open Source Components

Notwithstanding the license grant in Section 2.1, Customer acknowledges that certain components of the Software may be covered by so-called “open source” software licenses (“Open Source Components”), which means any software licenses approved as open source licenses by the Open Source Initiative or any substantially similar licenses, including without limitation any license that, as a condition of distribution of the software licensed under such license, requires that the distributor make the software available in source code format. Company shall provide a list of Open Source Components for a particular version of the Software upon Customer’s request. To the extent required by the licenses covering Open Source Components, the terms of such licenses will apply to such Open Source Components in lieu of the terms of this Agreement. To the extent the terms of the licenses applicable to Open Source Components prohibit any of the restrictions in this Agreement with respect to such Open Source Components, such restrictions will not apply to such Open Source Components. To the extent the terms of the licenses applicable to Open Source Components require Company to make an offer to provide source code or related information in connection with the Open Source Components, such offer is hereby made. Any request for source code or related information should be directed only to: support@nocodb.com. Customer acknowledges receipt of notices for the Open Source Components for the initial delivery of the Software.

3. License Fee

3.1 Payment of Fees

In consideration of the license granted in Section 2.1, Customer shall pay Company the license fee specified in the Order. Unless otherwise indicated therein, the license fee is due and payable in full upon the Effective Date.

3.2 Additional Licenses

Customer will have the option to expand the license granted pursuant to Section 2.1 to increase the licensed number of Users or Servers, upon Company’s receipt of additional license fees for such expanded scope at the prices set forth on the Order.

3.3 Taxes

All charges and fees provided for in this Agreement are exclusive of any taxes, duties, or similar charges imposed by any government. Customers shall pay or reimburse Company for all federal, state, dominion, provincial, or local sales, use, personal property, excise or other taxes, fees, or duties arising out of this Agreement or the transactions contemplated by this Agreement (other than taxes on the income of Company). Company shall pay to the applicable taxing authorities any such amounts invoiced to Customer.

3.4 Late fee

Fees not paid when due shall be subject to the lower of

• (i) a late fee equal to one and one half percent (1.5%) of the unpaid balance per month or
• (ii) the highest monthly rate permitted by applicable law.

The company further reserves (among other rights and remedies) the right to suspend access to the Service in the event of an unpaid and undisputed invoice. Amounts payable to Company shall continue to accrue during any period of suspension and must be paid as a condition precedent to reactivation. Reactivation of access is at the sole discretion of the Company.

4. Maintenance and Support

4.1 Maintenance Duties

Company shall provide Maintenance and Support as specified in this Section.

4.2 Maintenance and Support Services

Maintenance and Support means that Company will provide:

• (a) Updates, if any, and
• (b) support for use of the Software, including
  • (i) clarification of functions and features of the Software;
  • (ii) guidance in the operation of the Software; and
  • (iii) error verification, analysis and correction.

Company will provide Customer with support services via email and/or a ticketing system, unless Client elects to upgrade such services, which will be documented in an Order Form.

4.3 Responsibilities of Customers

Customer shall provide Company with access to Customer’s personnel and equipment to assist with troubleshooting errors. Customers shall document and promptly report all errors or malfunctions of the Software to the Company. Customers shall use reasonable efforts to maintain a current backup copy of all programs and data. The customer shall properly train its personnel in the use of the Software. Company will have no obligations under Section 4.3 to the extent arising from the following:

4.3.1 accident; unusual physical, electrical or electromagnetic stress; neglect; misuse; failure of electric power, air conditioning or humidity control; failure of rotation media not furnished by Company; operation of the Software with other media not meeting or not maintained in accordance with the manufacturer’s specifications; or causes other than ordinary use;

4.3.2 improper installation by Customer or use of the Software that deviates from any operating procedures established by Company in the applicable documentation;

4.3.3 modification, alteration or addition or attempted modification, alteration or addition of the Software undertaken by persons other than Company or Company’s authorized representatives; or

4.3.4 software or technology of any party other than Company that is not approved by Company.

5. Limited Warranty and Limitation of Liability

5.1 Performance

Company warrants that the Software will perform in accordance with Company’s published documentation, for the first 12 months after the Effective Date. If the Software does not perform as warranted, Company shall promptly, at its option, correct the Software. The warranty will not apply to errors to the extent resulting from causes listed in Section 4.3. The foregoing will be Company’s sole liability and obligation for failure of the Software to meet the warranty set forth above.

5.2 Disclaimer

Except as set forth above, Company makes no warranties, whether express, implied, or statutory regarding or relating to the Software, or any materials or services furnished or provided to Customer under this Agreement, including Maintenance and Support. THE SERVICES ARE PROVIDED ''AS IS''. COMPANY DOES NOT WARRANT THAT THE SERVICES WILL MEET CLIENT’S REQUIREMENTS OR RESULT IN ANY OUTCOME, OR THAT THEIR OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE. TO THE FULLEST EXTENT PERMITTED BY THE LAW, COMPANY HEREBY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SOFTWARE, DOCUMENTATION AND SAID OTHER MATERIALS AND SERVICES, AND WITH RESPECT TO THE USE OF ANY OF THE FOREGOING.

5.3 Limitation of Liability

EXCEPT FOR LIABILITY ARISING OUT OF SECTION 6, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH OR ARISING OUT OF THE FURNISHING, PERFORMANCE OR USE OF THE SOFTWARE OR SERVICES PERFORMED HEREUNDER, WHETHER ALLEGED AS A BREACH OF CONTRACT OR TORTIOUS CONDUCT, INCLUDING NEGLIGENCE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR LIABILITY ARISING OUT OF SECTION 7, EACH PARTY’S LIABILITY UNDER THIS AGREEMENT FOR DAMAGES WILL NOT, IN ANY EVENT, EXCEED THE LICENSE FEE PAID BY CUSTOMER TO COMPANY UNDER THIS AGREEMENT. The provisions of this Section 5 allocate risks under this Agreement between Customer and Company. Company’s pricing of the Software reflects this allocation of risks and limitation of liability.

6. Indemnification for Infringement

6.1 Indemnity

Company shall, at its expense, defend, indemnify and hold harmless Customer, its affiliates, directors, agents, and users any claim, action or allegation brought against Customer that the Software, when used in accordance with this Agreement, infringes any intellectual property right of any third party and shall pay any damages or judgments awarded or settlements entered into. Customer shall give prompt written notice to Company of any such claim, action or allegation of infringement and give Company the authority to proceed as contemplated herein. Company will have the exclusive right to defend any such claim, action or allegation and make settlements thereof at its own discretion, and Customer may not settle or compromise such claim, action or allegation, except with prior written consent of Company. Customers shall give such assistance and information as the Company may reasonably require to settle or oppose such claims. Customers may participate in such defense with counsel of its own choice, at its own expense.

6.2 Options

In the event any such infringement, claim, action or allegation is brought or threatened, Company shall immediately, at its sole option and expense:

6.2.1 procure for Customer the right to continue use of the Software or infringing part thereof; or

6.2.2 modify or amend the Software or infringing part thereof, or replace the Software or infringing part thereof with other software having substantially the same or better capabilities; or,

6.2.3 if neither of the foregoing is commercially practicable, terminate this Agreement and repay to Customer all amounts paid by Customer hereunder.

6.3 Exclusions

The foregoing obligations will not apply to the extent the infringement arises as a result of causes set described in Section 4.3.

6.4 Limitation

This Section states the entire liability of the Company with respect to infringement of any patent, copyright, trade secret or other proprietary right.

7. Confidential Information

7.1 Definition

"Confidential Information" means any information disclosed by either party to the other party, either directly or indirectly, in writing, orally or by inspection of tangible objects (including without limitation documents, prototypes, samples, plant and equipment), which is designated as "Confidential," "Proprietary" or some similar designation. Information communicated orally will be considered confidential information if such information is confirmed in writing as being confidential information within a reasonable time after the initial disclosure. Confidential Information may also include information disclosed to a disclosing party by third parties. Confidential Information will not, however, include any information which (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party; (ii) becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party; (iii) is already in the possession of the receiving party at the time of disclosure by the disclosing party as shown by the receiving party’s files and records immediately prior to the time of disclosure; (iv) is obtained by the receiving party from a third party without a breach of such third party’s obligations of confidentiality; (v) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information, as shown by documents and other competent evidence in the receiving party’s possession; or (vi) is required by law to be disclosed by the receiving party, provided that the receiving party gives the disclosing party prompt written notice of such requirement prior to such disclosure and assistance in obtaining an order protecting the information from public disclosure.

7.2 Non-Use and Non-Disclosure

Each party agrees not to use any confidential information of the other party for any purpose except to exercise its rights and perform its obligations under this Agreement. Each party agrees not to disclose any confidential information of the other party to third parties or to such party’s employees, except to those employees of the receiving party with a need to know. Neither party shall reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the other party’s confidential information and which are provided to the party hereunder.

7.3 Maintenance of Confidentiality

Each party agrees that it shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the confidential information of the other party. Without limiting the foregoing, each party shall take at least those measures that it takes to protect its own most highly confidential information and shall ensure that its employees who have access to Confidential Information of the other party have signed a non-use and non-disclosure agreement in content similar to the provisions hereof, prior to any disclosure of confidential information to such employees. Neither party shall make any copies of the confidential information of the other party unless the same are previously approved in writing by the other party. Each party shall reproduce the other party’s proprietary rights notices on any such approved copies, in the same manner in which such notices were set forth in or on the original.

7.4 Return of Materials

Upon the termination of this Agreement, each party shall deliver to the other party all of such other party’s confidential information that such party may have in its possession or control.

8 Term and Termination

8.1 Term

This Agreement will take effect on the Effective Date and will remain in force until terminated in accordance with this Agreement.

8.2 Termination by Customer

This Agreement may be terminated by Customer upon no less than 30 days prior written notice to Company, with or without cause, provided that no such termination will entitle Customer to a refund of any portion of the License Fee or Maintenance Fee.

8.3 Termination Events

Company may, by written notice to Customer, terminate this Agreement if any of the following events (“Termination Events”) occur:

8.3.1 Customer fails to pay any amount due Company within 30 days after Company gives Customer written notice of such nonpayment; or

8.3.2 Customer is in material breach of any non monetary term, condition or provision of this Agreement, which breach, if capable of being cured, is not cured within 30 days after Company gives Customer written notice of such breach; or

8.3.3 Customer (i) terminates or suspends its business, (ii) becomes insolvent, admits in writing its inability to pay its debts as they mature, makes an assignment for the benefit of creditors, or becomes subject to direct control of a trustee, receiver or similar authority, or (iii) becomes subject to any bankruptcy or insolvency proceeding under federal or state statutes; or

8.3.4 Company elects to refund Customer’s fees in accordance with Section 6.2.3.

8.4 Effect of Termination

If any Termination Event occurs, termination will become effective immediately or on the date set forth in the written notice of termination. Termination of this Agreement will not affect the provisions regarding Customer’s or Company’s treatment of Confidential Information, provisions relating to the payment of amounts due, or provisions limiting or disclaiming Company’s liability, which provisions will survive termination of this Agreement. No later than 30 days after the date of termination or discontinuance of this Agreement for any reason whatsoever, Customer shall destroy the Software and all copies, in whole or in part, and any other confidential information of the Company in its possession that is in tangible form.

9. Proprietary rights

As between the parties, all right, title and interest in the service, and any other materials furnished or made available hereunder, and all modifications and enhancements thereof, including all copyright rights, patent rights and other intellectual property rights in each of the foregoing, belong to and are retained solely by Company or Company’s licensors and providers, as applicable. Customer hereby does and will grant an unrestricted, non-exclusive, royalty-free, perpetual license to the Company with respect to any and all evaluations, ideas, feedback and suggestions made by Customer to the company regarding the Service (collectively, “Feedback”) and all intellectual property rights therein, for use and exploitation in connection with Company’s business.

All right, title and interest in Customer Data and all intellectual property rights thereto belong to and are retained solely by Customer. Customer hereby grants to Company a limited, non-exclusive, royalty-free, worldwide license to use the Customer Data and perform all acts with respect to the Customer Data as may be necessary for the Company to provide the Service to Customer.

10. Miscellaneous

This Agreement will be governed by the laws of the State of Delaware, without regard to its conflict of laws principles. The parties consent to the personal and exclusive jurisdiction of courts located in Delaware. This Agreement is the entire agreement between the parties on the subject matter hereof. No amendment or modification hereof will be valid or binding upon the parties unless made in writing and signed by the duly authorized representatives of both parties. The relationship of the parties hereunder is that of independent contractors. In the event that any provision of this Agreement is held to be unenforceable, this Agreement will continue in full force and effect without said provision and will be interpreted to reflect the original intent of the parties. This Agreement will be binding upon and will inure to the benefit of the parties permitted successors and/or assignees. Waiver by either party of a breach of any provision of this Agreement or the failure by either party to exercise any right hereunder will not operate or be construed as a waiver of any subsequent breach of that right or as a waiver of any other right. Nonperformance of either party will be excused to the extent that performance is rendered impossible by strike, fire, flood, earthquake, governmental acts or orders or restrictions, or any other reason when failure to perform is beyond the reasonable control of the non performing party. Neither this Agreement nor any rights under this Agreement may be assigned or otherwise transferred by Customer, in whole or in part, whether voluntarily or by operation of law, including by way of sale of assets, merger or consolidation, without the prior written consent of the Company, whose consent will not be unreasonably withheld. Company may assign this Agreement to a party that agrees in writing to be bound in connection with a merger, acquisition, or sale of all or substantially all of Company’s assets related to this Agreement. Any notice required or permitted under the terms of this Agreement or required by law must be in writing and must be delivered in person or sent by overnight air courier, in each case properly posted and fully prepaid to the appropriate address in the Order. No terms, provisions or conditions of any purchase order, acknowledgement or other business form will be of any effect. Customers may not export or reexport the Software without the prior written consent of Company and without the appropriate United States and foreign government licenses.

11. Publicity

Customer agrees that the company may make reference to Customer in marketing and public relations materials, including a press release announcing Customer as a client. Customer hereby grants Company a perpetual, nonexclusive, worldwide license to use and display Customer’s trademarks, trade names and logos in connection with the foregoing. This Section 11 will survive the termination or expiry of this Agreement.

12. Definitions

• “Users” means all end users authorized by Customer to use the Software.
• “Confidential Information” means information, data, drawings, benchmark tests, specifications, source code, and any other confidential or proprietary information supplied to Customer by Company.
• “Maintenance and Support” means the services described in Section 4.2.
• “Software” means the computer software programs specified in the Order, in executable form, along with all Updates thereof released by Company during the term of this Agreement.
• “Update” means a release or version of the Software containing functional enhancements, extensions, error corrections or fixes that are generally made available free of charge to Company’s customers that have contracted for Maintenance and Support

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