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This End User License Agreement ("EULA") between you and Blue Whale Systems ("We") covers your use of the "sold" linker ("Software").

License and Right to use

We grant you a non-exclusive, non-sublicensable, non-transferable right to build, install, copy, display, and use on any number of your computer systems the Software during the Usage Terms as set out in your Entitlement and this EULA (collectively, the "Usage Rights").

Fees

Unless agreed otherwise in writing, you pay us fees of the number of Active Interactive-use Users ("AIUs") times the listed per-AIU price. AIU is an individual who uses the Software on a daily basis to build their program in an interactive manner such as executing a build command or hitting a build button on an IDE.

Individuals who use the Software only occasionally, or non-interactive use of the Software that is not explicitly invoked by an individual such as CI/CD (continuous integration/continuous delivery), are not considered AIU. No additional fees are required for such uses.

To the extent permitted by law, orders for the Software are non-cancellable.

Trial Use

If we grant you Usage Rights in Software on a trial, evaluation or other free-of-charge basis ("Evaluation Software"):

  • You may only use the Evaluation Software on a temporary basis for 30 days after we grant you usage Rights of the Evaluation Software.

  • If you fail to stop using the Evaluation Software by the end of the trial period, you may be invoiced for its list price and agree to pay such invoice.

Subscription Renewal

Usage Rights in Software acquired on a subscription basis will automatically renew for the renewal period indicated on the order you placed with us ("Renewal Term") unless you elect not to auto-renew.

We will notify you reasonably in advance of any Renewal Term if there are fee changes. The new fees will apply for the upcoming Renewal Terms unless you promptly cancel your automatic renewal or notify us in writing, before the renewal date, that you do not accept the fee changes. In that case, your subscription will terminate at the end of the current Usage Terms.

Ownership

Unless agreed in writing, nothing in this EULA transfers ownership in, or grants any license to, any intellectual property rights. You retain any ownership of your intellectual property and we retain ownership of the Software.

Output Files

The Software combines Input Files into an Output File. We do not claim any ownership or intellectual property rights of any Output File except the case that we have ownership or intellectual property rights of an Input File.

Liability

Neither party will be liable for indirect, incidental, exemplary, special or consequential damages; loss or corruption of data or interruption or loss of business; or loss of revenues, profits, goodwill or anticipated sales or savings.

The maximum aggregate liability of each party under this EULA is limited to the fees received by us to the 3 months period immediately preceding the first event giving rise to such liability.

Termination

  • If a party materially breaches this EULA and does not cure that breach within 30 days after receipt of written notice of the breach, the non-breaching party may terminate this EULA for cause.

  • Upon termination of this EULA, you must stop using the Software and disable or uninstall any copies of the Software.

  • If this EULA is terminated due to our breach, we will refund you the prorated portion of fees you have prepaid for the Usage Rights beyond the termination date.

  • Upon our termination of this EULA for your material breach, you will pay us any unpaid fees through to the end of the then-current Usage Term. If you continue to use the Software after termination, we may invoice you, and you agree to pay, for such continued use.

Governing Law and Venue

This EULA is governed by the laws of Singapore excluding (a) its conflicts or choice of law rules, and (b) the United Nations Convention on Contracts for the International Sale of Goods. Except for a request by us for injunctive or other equitable relief, any dispute arising out of this EULA will be subject to the exclusive jurisdiction of the courts of Singapore. The prevailing party in any litigation related to this EULA will be entitled to its reasonable attorneys’ fees and court costs.

Definitions

  • "Blue Whale Systems", "we", "our or "us" means Blue Whale Systems PTE LTD, a corporation under the laws of Singapore, with its registered office at 105 Cecil Street #24-02, The Octagon, Singapore.

  • "Software" means any version of the "sold" linker developed by us.

  • "Start Date" means the date agreed in your Entitlement.

  • "Entitlement" means the specific metrics, duration and quantity of the Software you commit to acquire from us.

  • "Output File" means an output file you create with the Software.

  • "Input File" means an input file you give to the Software to create an Output File.

  • "Usage Term" means the period commencing on the Start Date and continuing until expiration or termination of the Entitlement, during which period you have the right to use the Software.

  • "You" means the individual or legal entity acquiring Usage Rights in the Software.