This Software License Agreement ("Agreement") is a legal agreement between you and Big Star Power Inc. ("BIG STAR POWER") and governs your use of Big Star Power custom firmware, AMS software, and related materials ("SOFTWARE").
If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the legal authority to bind the entity to this Agreement, in which case "you" will mean the entity you represent.
If you do not have the required authority to accept this Agreement, or if you do not accept all the terms and conditions of this Agreement, do not download, install, copy, or use the SOFTWARE.
You agree to use the SOFTWARE only for purposes that are permitted by (a) this Agreement, and (b) any applicable law, regulation, or generally accepted practices or guidelines in the relevant jurisdictions.
1. License
Subject to the terms of this Agreement, BIG STAR POWER hereby grants you a non-exclusive, non-transferable license, without the right to sublicense, to: (a) install and use the SOFTWARE on any computer, server, or system, (b) flash the firmware provided onto a compatible ASIC, and (c) use any documentation provided by BIG STAR POWER.
You may allow employees and contractors of your entity or of your subsidiaries to access and use the SOFTWARE from your secure network to perform work on your behalf, provided that you are responsible for compliance with the terms of this Agreement by your authorized users.
BIG STAR POWER reserves all rights, title, and interest in and to the SOFTWARE not expressly granted to you under this Agreement.
2. Limitations
The following license limitations apply to your use of the SOFTWARE:
2.1 Compatible Hardware
The firmware is licensed only for use with ASICs that have been (i) designed by MicroBT and sold under the Whatsminer brand, or (ii) designed by Bitmain and sold under the Antminer brand. You shall not use the firmware in conjunction with, nor cause the firmware to be executed by, ASICs from any other manufacturer. You shall not translate the firmware, nor cause or permit the firmware to be translated, from the architecture or language in which it is originally provided by BIG STAR POWER into any other architecture or language.
2.2 Reverse Engineering
You may not reverse engineer, decompile, or disassemble, or remove copyright or other proprietary notices from, any portion of the SOFTWARE or copies of the SOFTWARE.
2.3 Transfer and Derivative Works
You may not sell, rent, sublicense, transfer, distribute, modify, or create derivative works of any portion of the SOFTWARE.
2.4 Technical Protections
You may not bypass, disable, or circumvent any technical limitation, encryption, security, digital rights management, or authentication mechanism in the SOFTWARE.
2.5 Open-Source Licensing
You may not use the SOFTWARE in any manner that would cause it to become subject to an open-source software license. As examples, licenses that require as a condition of use, modification, and/or distribution that the SOFTWARE be (i) disclosed or distributed in source code form; (ii) licensed for the purpose of making derivative works; or (iii) redistributable at no charge.
2.6 High-Risk Uses
BIG STAR POWER does not design, test, or manufacture the SOFTWARE for use with systems or applications where the use or failure of the systems or applications can reasonably be expected to threaten or result in personal injury, death, or catastrophic loss. Examples include use in nuclear, avionics, navigation, military, medical, life support, or other life-critical applications. You agree that BIG STAR POWER shall not be liable to you or any third party for any claims or damages arising from such uses.
2.7 Indemnification
You agree to defend, indemnify, and hold harmless BIG STAR POWER and its affiliates, and their respective employees, contractors, agents, officers, and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, fines, restitutions, and expenses (including but not limited to attorney's fees and costs incident to establishing the right of indemnification) arising out of or related to your use of the SOFTWARE outside of the scope of this Agreement, or not in compliance with its terms.
2.8 Firmware Scope and Hardware Warranty Impact
- Software vs. Hardware Ownership: Your purchase or lease of physical BIG STAR POWER hardware assets grants you ownership or possession of the physical container or device, but does not transfer title or ownership of any SOFTWARE or custom firmware, which remain the exclusive property of BIG STAR POWER or its licensors.
- Impact of Flashing or Modifications on Hardware Warranty: Flashing unauthorized third-party firmware onto BIG STAR POWER hardware, or using BIG STAR POWER SOFTWARE or firmware outside of approved voltage, power, thermal, or manufacturer thresholds (such as unauthorized frequency or power tuning beyond supported specifications), constitutes a material breach of this Agreement. Such actions will immediately void any physical hardware coverage under the Big Star Power Inc. Limited Warranty.
- Separation of Remedies: Damage to physical hardware resulting from improper software configuration or unauthorized firmware modifications shall be governed by the exclusions under the Big Star Power Inc. Limited Warranty and shall not constitute a defect in the SOFTWARE itself.
3. Third-Party Licenses
The SOFTWARE may come bundled with, or otherwise include or be distributed with, third-party software licensed by a BIG STAR POWER supplier and/or open-source software provided under an open-source license. Use of third-party software is subject to the third-party license terms, or in the absence of third-party terms, the terms of this Agreement. Copyright to third-party software is held by the copyright holders indicated in the third-party software or license.
4. Ownership
The SOFTWARE, modifications thereto, and their respective intellectual property rights are owned by BIG STAR POWER, its affiliates, or its licensors and are licensed to you as described in this Agreement. BIG STAR POWER's licensors are intended third-party beneficiaries with the right to enforce this Agreement with respect to their intellectual property rights.
5. Feedback
You may, but are not required to, provide BIG STAR POWER with suggestions, feature requests, or other feedback regarding the SOFTWARE, including possible enhancements or modifications. For any feedback that you voluntarily provide, you hereby grant BIG STAR POWER and its affiliates a perpetual, non-exclusive, worldwide, irrevocable license to use, reproduce, modify, license, sublicense (through multiple tiers of sublicensees), and distribute (through multiple tiers of distributors) it without the payment of any royalties or fees to you. BIG STAR POWER will decide whether and how to respond to feedback and whether to incorporate feedback into the SOFTWARE.
6. No Warranties
THE SOFTWARE IS PROVIDED BY BIG STAR POWER "AS IS" AND "WITH ALL FAULTS." TO THE MAXIMUM EXTENT PERMITTED BY LAW, BIG STAR POWER AND ITS AFFILIATES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT. NO WARRANTY IS MADE ON THE BASIS OF TRADE USAGE, COURSE OF DEALING, OR COURSE OF TRADE.
Hardware performance and physical material defect remedies are provided exclusively under the separate Big Star Power Inc. Limited Warranty and are not expanded or altered by this EULA.
7. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, BIG STAR POWER AND ITS AFFILIATES SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOST PROFITS, LOSS OF USE, LOSS OF DATA, OR LOSS OF GOODWILL, OR THE COSTS OF PROCURING SUBSTITUTE PRODUCTS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR PERFORMANCE OF THE SOFTWARE, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER CAUSE OF ACTION OR THEORY OF LIABILITY. IN NO EVENT WILL THE TOTAL CUMULATIVE LIABILITY OF BIG STAR POWER AND ITS AFFILIATES UNDER OR ARISING OUT OF THIS AGREEMENT EXCEED US$10.00. THE NATURE OF THE LIABILITY OR THE NUMBER OF CLAIMS OR SUITS SHALL NOT ENLARGE OR EXTEND THIS LIMIT.
The disclaimers, exclusions, and limitations of liability set forth in this Agreement form an essential basis of the bargain between the parties, and, absent any such disclaimers, exclusions, or limitations of liability, the provisions of this Agreement, including, without limitation, the economic terms, would be substantially different.
8. Termination
This license terminates automatically: (i) if you breach any term of this Agreement; or (ii) if you commence or participate in any legal proceeding against BIG STAR POWER with respect to the SOFTWARE. Upon termination of this Agreement, you must promptly discontinue use of the SOFTWARE and destroy all copies of the SOFTWARE in your possession or control. Upon written request, you will certify in writing that you have complied with your obligations under this section. Upon termination of this Agreement, all provisions survive except for the license grant.
9. General
If you wish to assign this Agreement or your rights and obligations, by any means or operation of law, contact BIG STAR POWER to ask for permission. Any attempted assignment not approved by BIG STAR POWER in writing shall be void and of no effect. BIG STAR POWER may assign, delegate, or transfer this Agreement and its rights and obligations, and if to a non-affiliate, you will be notified.
You agree to cooperate with BIG STAR POWER and provide reasonably requested information to verify your compliance with this Agreement.
This Agreement will be governed in all respects by the laws of the United States and of the State of Texas, without regard to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods is specifically disclaimed. You agree to all terms of this Agreement in the English language.
Any disputes arising under this Agreement shall be resolved in the state or federal courts located in Tarrant County, Texas, and you hereby consent to the jurisdiction of such courts. Notwithstanding this, you agree that BIG STAR POWER shall still be allowed to apply for injunctive remedies or an equivalent type of urgent legal relief in any jurisdiction.
Dispute Resolution: Prior to initiating litigation, the parties agree to submit any dispute under this Agreement to non-binding mediation in Tarrant County, Texas. If the dispute cannot be resolved within sixty (60) days of mediation, either party may then pursue litigation.
If any provision of this Agreement is found to be unenforceable, such provision will be construed as limited to the extent necessary to be consistent with and fully enforceable under the law, and the remaining provisions will remain in full force and effect. Unless otherwise specified, remedies are cumulative.
The SOFTWARE has been developed entirely at private expense and consists of "commercial items," including "commercial computer firmware," "commercial computer software," and "commercial computer software documentation," provided with RESTRICTED RIGHTS.
You agree that any notices that BIG STAR POWER sends you electronically, such as via email, will satisfy any legal communication requirements. Please direct your legal notices or other correspondence to Big Star Power Inc., 240 Centre Drive, Burleson, TX 76028, United States of America, Attention: Legal Department.
This Agreement and any exhibits incorporated into this Agreement constitute the entire agreement of the parties with respect to its subject matter and supersede all prior negotiations, conversations, or discussions between the parties relating to this subject matter. Any additional and/or conflicting terms on documents issued by you are null, void, and invalid. Any amendment or waiver under this Agreement shall be in writing and signed by representatives of both parties.