End User License Agreement - ChimeraTool

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End User License Agreement

INTRODUCTORY PROVISIONS

This End User License Agreement (hereinafter: "EULA" or "Agreement") is a legally binding agreement between you, as the end user of the Software (hereinafter: "User" or "You"), and Griff Gate Ltd., a company incorporated under the laws of Singapore (registered address: 10 Anson Road, International Plaza #22-15, Singapore SG-079903; hereinafter: "Company").

The rights to distribute and license the Software are held by Griff Gate Ltd. The Software is protected by copyright and is also subject to the provisions of international conventions. The Software is licensed, not sold.

Do not install, copy, open, or use the Software until you have read and accepted the terms of this EULA.

By clicking "I Agree", installing, downloading, opening, or using the Software in any way, you confirm that:

  • You have read and understood this Agreement in its entirety;
  • You accept all of its terms and provisions as legally binding upon you;
  • You accept the Licensing Policy, available at: https://chimeratool.cn/info/licensing-policy;
  • You accept the Privacy Policy, available at: https://chimeratool.cn/info/privacy-policy;
  • You confirm that you are a professional mobile device repair technician or operate a professional mobile device repair business, and that you will use the Software solely for the Intended Purpose defined in this Agreement;
  • You declare that you will not use the Software on mobile devices obtained through unlawful means.

Before installing the Software, you are required to ensure that there are no legal prohibitions in your jurisdiction that would prevent you from entering into this Agreement (including age or legal capacity requirements) or from using the Software for any reason.

If you do not agree to these terms, or are uncertain whether you meet the legal requirements of your jurisdiction, you may not use, install, or open the Software.

The Software may only be used in accordance with the terms and provisions of this Agreement.


1. DEFINITIONS

In this Agreement, the following terms shall have the meanings defined herein:

  • "Computer": any personal computer running at least Windows 10, owned or lawfully operated by the User, on which the Software is installed or runs.

  • "Confidential Information": any information not publicly available that is disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party") in any form or medium in connection with this Agreement, and which is marked as confidential, or which the Disclosing Party designates as confidential and proprietary, or which the Receiving Party reasonably should know to be confidential and proprietary based on the nature and circumstances of the disclosure.

  • "Features": the totality of functions and capabilities available through the ChimeraTool website and the Software, which the Company may modify from time to time.

  • "Documentation": web documents, user manuals, technical specifications, and other materials relating to the Software, compiled and published by the Company.

  • "Free Features": those features available without charge under a Trial License or with an individually granted express permission from the Company.

  • "ChimeraTool": a professional software application requiring at least Windows 10, designed to assist professional mobile device repair technicians and service centers in performing lawful repair and recovery tasks.

  • "Intended Purpose": the sole intended purpose of the Software: to support professional mobile device repair technicians and service centers in performing lawful repair, recovery, diagnostic, and maintenance tasks on Mobile Devices that have been lawfully submitted for repair by the User's customers. A detailed description of the Intended Purpose is provided in Article 5 of this Agreement and in the Code of Ethics of Griff Gate Ltd. for ChimeraTool, available at: https://chimeratool.cn.

  • "Mobile Device": any smartphone, tablet, or similar device running Android or any other operating system that is compatible with the ChimeraTool software.

  • "Premium Features": those features and capabilities of the Software that require the purchase of a paid ChimeraTool license or extra credits.

  • "Software": ChimeraTool, including all programs, information files, documentation, and other materials in the software package. The blacklist verification feature built into the ChimeraTool software is subject to a separate end user license agreement.

  • "Code of Ethics": the Code of Ethics of the software, which sets out the Company's ethical commitments and the acceptable use cases for the Software. The Code of Ethics is available at: https://chimeratool.cn, and forms part of this Agreement.


2. GRANT OF LICENSE

2.1 General Terms of the License

Subject to the terms and conditions of this Agreement, the Company grants you a revocable, non-exclusive, non-transferable, and limited right to install and use the Software solely in accordance with the Documentation and the Intended Purpose.

The scope of the granted license depends on the type of license you have purchased or activated:

2.2 Chimera Basic License

The Chimera Basic license entitles you to use the Basic-level features of the Software as advertised on the ChimeraTool website. The Basic license is subject to the restrictions and conditions set forth in this Agreement. The fee for the Basic license is due in accordance with the applicable subscription or purchase terms.

2.3 Chimera Professional License

The Chimera Professional license entitles you to use the Pro-level features of the Software as advertised on the ChimeraTool website. The Professional license includes a maximum of 1,500 phone connections per license period. The number of paid processes within the given connection allowance is unlimited. The fee for the Professional license is due on the first day of the subscription period, for an annual term.

2.4 Chimera Premium License

The Chimera Premium license entitles you to use all Premium-level features of the Software as advertised on the ChimeraTool website. The fee for the Premium license is due in accordance with the applicable subscription or purchase terms.

2.5 Trial License

The Company may, at its sole discretion, make available a Trial License that provides access to certain Free Features for a limited time and/or with limited functionality. The Trial License is free of charge and is subject to all restrictions and obligations set forth in this Agreement. The Trial License does not provide access to Premium Features. The Company reserves the right to modify, restrict, or discontinue the Trial License at any time without notice.

2.6 Scope and Restrictions of the License

Each license applies to you personally and may only be used by you, or — in the case of a legal entity — by the organization and its employees, up to the number of simultaneous activations permitted by the applicable license type. The license may not be shared among multiple users or devices beyond the extent expressly permitted by the purchased license type.

The Software may not be used on devices or systems other than the Computers specified in this Agreement, and may not be embedded in any other product, including but not limited to: mobile devices, internet appliances, set-top boxes, handheld computers, PDAs, gaming consoles, televisions, home automation systems, or any other consumer electronic device or closed-system service.

2.7 Reserved Rights

The rights granted by this Agreement are limited solely to those rights expressly listed in Article 2. The Company does not intend to grant any other rights — whether by implication, estoppel, or otherwise. The Company reserves all rights not expressly granted to you under this Agreement. The Company is not obligated to update, modify, or maintain the Software unless expressly agreed to in writing.


3. RESTRICTIONS ON USE

The Software may only be used in accordance with the terms of this EULA. You may not — and may not permit, encourage, assist, or enable any third party to — directly or indirectly do any of the following:

  • Reverse engineer, disassemble, decompile, reverse compile, or otherwise attempt to derive the source code of the Software, in whole or in part, by any means;

  • Modify, adapt, improve, enhance, translate, or create any product or software derived from or based on the Software or any part thereof, or alter the Software in any way;

  • Create, reproduce, distribute, sell, offer, or otherwise make available any counterfeit or unauthorized means of circumventing the licensing mechanisms of the Software;

  • Rent, sublicense, distribute, transfer, or assign the Software or any license to use the Software, in whole or in part, without the prior express written consent of the Company;

  • Use the Software in conjunction with USB sharing devices, USB hubs, virtual USB devices, or any technology that virtualizes or multiplexes USB connections in such a way that a single physical license activation is shared across multiple computers, users, or devices;

  • Monitor, record, intercept, capture, or copy the communications between the Software and any Mobile Device, between the Software and the Company's servers, or through any communication channel used by the Software, by any means, including but not limited to: packet capture, man-in-the-middle attacks, or debugging proxies;

  • Run, install, or use the Software in a virtual machine environment, including but not limited to: VMware, VirtualBox, Hyper-V, or any other virtualization or emulation technology;

  • Use the Software via remote desktop access, remote access, screen sharing, or any product or technology with similar functionality, including but not limited to: Remote Desktop Protocol (RDP), TeamViewer, AnyDesk, or equivalent solutions;

  • Use the Software for any purpose other than the Intended Purpose as defined in this Agreement and detailed in Article 5;

  • Share the license among multiple users or devices beyond the extent expressly permitted by the purchased license type. Each license applies solely to the specific scope of use described in Article 2, and any use beyond that scope — without purchasing additional licenses — is strictly prohibited;

  • Circumvent, crack, or attempt to circumvent any license protection or activation mechanism of the Software, including but not limited to: bypassing or manipulating the activation process; spoofing, cloning, or modifying hardware identifiers (hardware ID, MAC address, device serial number, or similar identifiers) to expand the scope of the license; manipulating system clocks or timestamps to extend the validity of the license; using VPN services, proxy services, or IP masking technologies to circumvent territorial restrictions on the license or license protection mechanisms; or employing any other technical, legal, or contractual trick or scheme to extend the scope of the license beyond what has been paid for and expressly authorized;

  • Store, distribute, mirror, host, or make the Software available to unauthorized third parties in any form — including file-sharing platforms, peer-to-peer networks, cloud storage, download portals, or any other means — without the prior written consent of the Company;

  • Violate any applicable law, rule, or regulation in connection with accessing or using the Software, including but not limited to: criminal law, data protection law, electronic communications law, and intellectual property law.

Any violation or attempted violation of any of the prohibitions set forth in this Article 3 shall result in the immediate, irrevocable, and permanent termination of your license and a permanent ban from using the Software or obtaining any future licenses. Violations may also give rise to civil liability (including claims for damages, requests for injunctive relief, and attorney's fees) and criminal liability under applicable law. The Company expressly reserves all such remedies.


4. INTENDED PURPOSE AND ETHICAL USE

4.1 Single Lawful Purpose

The Software is developed and distributed solely for the purpose of assisting professional mobile device repair technicians and service centers in performing lawful repair, recovery, diagnostic, and maintenance tasks on Mobile Devices that have been lawfully submitted for repair by the User's customers.

The Software includes the following features, for the lawful repair purpose defined above:

  • IMEI repair and restoration — solely for the purpose of restoring the original factory IMEI number of a device whose IMEI has been corrupted or lost due to a hardware fault or prior software error, for lawful repair purposes. Any modification or manipulation of the IMEI to a different value, or any use other than restoring the original factory identifier, is strictly prohibited;
  • FRP (Factory Reset Protection) lock removal — solely to assist the legitimate owner of a device in regaining access to their own device in a lawful repair situation where the device cannot be unlocked through normal means;
  • Payment lock handling — solely to restore the functionality of a device for its legitimate owner in a lawful repair situation, and not for the purpose of circumventing financial security systems;
  • Carrier lock handling — solely in cases permitted by applicable law and the authorization of the relevant network operator, for the purpose of lawful repair and recovery performed for the legitimate owner of the device;
  • Bootloader unlocking — solely for the purpose of performing lawful repair, recovery, or restoration tasks on a device submitted for repair by or on behalf of the device's legitimate owner.

4.2 Use Within the Limits of Lawful Repair

The Company acknowledges that certain features of the Software may technically temporarily suspend or disable certain security mechanisms or manufacturer-imposed restrictions on Mobile Devices. Such operations and processes are permitted under this Agreement only to the extent necessary to achieve the lawful repair and recovery purpose, and in a manner that respects the user freedom of the device's legitimate owner over their own lawfully acquired property. Any use outside this strictly defined scope is prohibited.

A detailed description of the manufacturer's intent regarding the Software's features and acceptable use cases can be found in the Code of Ethics of Griff Gate Ltd., available at: https://chimeratool.cn. Users are required to read, understand, and comply with the Code of Ethics as a precondition for using the Software.

4.3 Strictly Prohibited Uses

The following uses are strictly prohibited and constitute grounds for immediate termination of the license, permanent ban, civil liability, and reporting to law enforcement authorities:

  • Applying any feature of the Software to a Mobile Device that has been obtained through theft, fraud, or any other unlawful means;
  • Using the IMEI repair or modification feature for any purpose other than restoring the original factory IMEI, including IMEI fraud, IMEI washing, or altering the device identifier to conceal the identity or origin of the device;
  • Using the FRP removal, payment lock, carrier lock, or bootloader unlock features to gain unauthorized access to a device whose owner has not consented to the operation;
  • Using any feature of the Software to circumvent lawful security measures in order to gain unauthorized access to another person's data, accounts, or systems;
  • Using the Software in connection with any activity that constitutes a criminal offense under the laws of the User's jurisdiction or any other applicable jurisdiction;
  • Any use of the Software that is contrary to the Code of Ethics of Griff Gate Ltd.

4.4 User Declarations

By accepting this Agreement, you expressly represent and warrant that:

  • You are a professional mobile device repair technician or operate a professional mobile device repair business;
  • You will use the Software solely for the Intended Purpose;
  • You will not use the Software on devices obtained from unlawful sources;
  • All operations performed with the Software are carried out with the knowledge and consent of the legitimate owner or authorized representative of the device concerned;
  • You understand and accept that you bear full legal responsibility for any use of the Software that deviates from these declarations.

4.5 Obligations for Service Center Operators

If you operate a professional repair business (service center, repair shop, or similar organization), you are responsible for ensuring that all staff and employees using the Software are familiar with and comply with the terms of this Agreement, including all use restrictions and the Intended Purpose. You are required to implement appropriate internal controls to prevent unauthorized use of the Software by your staff.


5. USER OBLIGATIONS

5.1 Accuracy of Contact Information

You agree to provide the Company with accurate, up-to-date, and complete contact information so that the Company can contact you regarding the Software or related matters. You must promptly notify the Company of any changes to your contact information (including name, address, email address, or phone number). The Company shall not be liable for any missed notifications, updates, or other communications resulting from the maintenance of inadequate contact information.

5.2 Newsletter and Product Communications

You acknowledge that Griff Gate Ltd. will send you important communications regarding the product you have purchased, including Software updates, modifications, security notices, and special offers. These communications will always include an "Unsubscribe" option. The Company strongly recommends that all Users remain subscribed to the product newsletter, as it may contain important information about security improvements, bug fixes, new features, feature changes, and renewal or upgrade offers. Unsubscribing from product communications does not release you from your obligations under this Agreement.

5.3 Network and System Responsibility

You are solely responsible for:

  • The installation, operation, and maintenance of all computer hardware, software, network routers, and other communication devices required to use the Software, at your own cost and risk;
  • Ensuring that your computer systems meet the minimum system requirements for the Software;
  • Maintaining appropriate cybersecurity measures to protect your license credentials and prevent unauthorized access to your account.

5.4 License Security and Reporting of Theft

In the event of theft of your license credentials, unauthorized use of your license, or reasonable suspicion of unauthorized use of your license by a third party, you must report the incident to the Company immediately via https://chimeratool.cn or [email protected]. Following the report, the Company will investigate the incident and, if necessary, issue a new license and disable the compromised license. The Company shall not be liable for any damages arising from unauthorized use of the license that occurred prior to the report.

5.5 Compliance with Applicable Laws

You must comply with all applicable laws and regulations in connection with your use of the Software, including:

  • Domestic laws of your country of residence or place of operation;
  • All applicable export and import laws and regulations;
  • Laws relating to data protection, electronic communications, and computer crime;
  • Laws applicable in your jurisdiction regarding the repair and servicing of Mobile Devices.

You acknowledge that certain features of the Software may be subject to legal restrictions in certain jurisdictions. It is solely your responsibility to verify and comply with all applicable local laws before using any feature of the Software.


6. INTELLECTUAL PROPERTY

The Software, the Documentation, and all related materials are protected by copyright, trade secret rights, and international conventions. All intellectual property rights in the Software — including but not limited to: copyrights, patents, trademarks, trade secrets, and other proprietary rights — remain exclusively the property of Griff Gate Ltd. in accordance with applicable law.

This Agreement does not transfer to you any ownership rights in or to the Software or the Documentation, nor does it grant you any intellectual property rights therein. You have acquired only the limited license rights expressly set forth in Article 2 of this Agreement.

You agree that:

  • All rights, title, and interest in and to the Software (including all copies, modifications, and derivative works, even if created without authorization) remain the property of the Company;
  • You will not use the Company's trademarks, service marks, trade names, logos, or other designations without prior express written permission;
  • You will not take any action that would challenge, dispute, or impair the Company's intellectual property rights in the Software;
  • You will not use the Software for any unlawful or infringing purpose.

Unauthorized reproduction, distribution, modification, reverse engineering, or other exploitation of the Software or its components may constitute intellectual property infringement and may result in civil and criminal liability.


7. FEEDBACK

If you submit any information, suggestions, opinions, enhancement requests, bug reports, or any other feedback (collectively: "Feedback") to the Company regarding the Software, you agree to the following:

  • The Feedback shall not be considered Confidential Information, regardless of any designation you may apply;
  • The Company may have independently developed or may in the future develop ideas similar to your Feedback;
  • By submitting Feedback, you grant the Company a royalty-free, fully paid-up, worldwide, transferable, sublicensable, irrevocable, and perpetual license to use, reproduce, modify, distribute, create derivative works from, and incorporate the Feedback into the Software or any other product or service, in any form and for any purpose, without any obligation of compensation or otherwise to you;
  • You waive all moral rights in the Feedback to the maximum extent permitted by applicable law, and agree not to assert such rights against the Company or its licensees.

8. PRIVACY STATEMENT

Griff Gate Ltd. is committed to the safety and privacy of users of its products. The Company strictly protects the security of Users' personal data in accordance with applicable data protection laws.

Personal data processed using ChimeraTool is stored on the storage devices of your choice — by default, on the local storage of your computer. The Company does not collect or store data processed by the Software on your devices, except to the extent strictly necessary for license activation, authentication, and the provision of the Software's core functions.

The full Privacy Policy of Griff Gate Ltd. is available at: https://chimeratool.cn/info/privacy-policy, and forms part of this Agreement. It is your responsibility to review the Privacy Policy, which may be updated from time to time.

By using the Software, you consent to the collection and processing of your data as described in the Privacy Policy.


9. CONFIDENTIALITY

Neither Party may disclose the other Party's Confidential Information, except as expressly permitted by this Agreement. Each Party (as the Receiving Party) must protect the other Party's Confidential Information with at least the same degree of care as it uses to protect its own similarly sensitive confidential information, but in no event less than reasonable care.

The above confidentiality obligations shall not apply, and no breach of this Agreement shall occur, if the Receiving Party discloses Confidential Information where:

  • The Receiving Party is required to do so by applicable law, court order, or regulatory decision, provided that — to the extent permitted by law — the Receiving Party has given the Disclosing Party prior written notice and a reasonable opportunity to seek a protective order or otherwise object to or limit the required disclosure;
  • The disclosure is made to the Receiving Party's legal advisors, accountants, or auditors on a confidential basis, solely for purposes directly related to this Agreement.

Each Party is responsible for ensuring that its employees, agents, or advisors do not unauthorized disclose or use the other Party's Confidential Information. In the event of a breach or credible threat of breach, the Disclosing Party must be notified immediately, and the Disclosing Party shall be entitled to seek equitable relief — including injunctive relief — without the need to post a bond or other security.


10. PAYMENT TERMS

10.1 Payment Obligations Generally

Payment obligations arising under this Agreement are irrevocable. Except for the express refund provisions set forth in Article 10.4, all fees paid are non-refundable. By accepting this Agreement and purchasing a license, you waive any right to refuse payment, or to withhold, offset, or reclaim any amounts due under this Agreement.

For Chimera Basic, Chimera Professional, and Chimera Premium licenses, the subscription fee is due on the first day of each subscription period, for an annual term, unless otherwise agreed at the time of purchase.

10.2 Payment Failure

"Payment Failure" means any event that prevents the successful processing of a payment, including a failure in the payment processing system, invalid payment details, or insufficient funds.

In the event of a Payment Failure in connection with any license purchase or renewal, the requested license or license extension will not be issued or activated until the payment has been successfully processed.

For annually renewing subscriptions, the Company's payment processor will automatically attempt to process the failed payment up to three times. If none of these attempts successfully processes the payment, the subscription will automatically terminate with immediate effect. Upon such termination, the affected license(s) will be automatically disabled.

10.3 Taxes

FastSpring (the Company's payment processor and merchant of record for transactions at the time of issuance of this Agreement) is solely responsible for collecting and remitting all applicable sales taxes, VAT, and similar taxes. The Company does not intervene in this process and cannot be held liable for any incorrect tax amounts resulting from inaccurate information provided by the User. Compliance with applicable tax laws in connection with payment processing is solely the responsibility of FastSpring.

10.4 Refunds

All fees are generally non-refundable. However, the Company may, at its sole discretion, authorize a refund if it determines that one is warranted solely on equitable grounds, in cases where the Software repeatedly fails or cannot be installed, provided that:

  • The User and the Company's support staff have made every reasonable effort to diagnose and resolve the issue; and
  • The refund request is submitted via https://chimeratool.cn or at [email protected] within 14 days of the purchase of the license.

Refund requests submitted more than 14 days after the date of purchase will not be considered under any circumstances. The Company reserves the right to deny refund requests that, in the Company's reasonable judgment, are related to User error, failure to meet system requirements, or use of the Software in a manner not permitted under this Agreement.


11. COMMENCEMENT AND TERMINATION

11.1 Effective Date

This Agreement is effective from the first date on which you download, install, activate, open, or use the Software in any way, and shall remain in effect until terminated in accordance with this Article 11.

11.2 Company's Right to Terminate

The Company may terminate this Agreement and your license to use the Software in the following cases:

  • Termination for Breach: If you violate any provision of this Agreement — including but not limited to the prohibitions set forth in Article 3 or the restrictions in Article 4 — the Company may terminate this Agreement with immediate effect and without prior notice. Upon such termination, your right to use the Software shall cease immediately and permanently.
  • Termination for Payment Failure: In the event of termination resulting from an unresolved Payment Failure, the affected license shall become invalid, be disabled, and — if available — be automatically replaced with a Trial License. Article 11.4 shall apply.
  • Unilateral Termination: The Company reserves the right to terminate your license at any time, for any reason or no reason, with or without prior notice. In the event of unilateral termination without cause, the Company will refund the pro-rata portion of any prepaid, unused subscription fee corresponding to the remaining license period. Article 11.4 shall apply.
  • Permanent Ban: In the event of a violation of Article 3 or Article 4 of this Agreement, the Company reserves the right to permanently ban the User, prohibiting them from registering or purchasing any future ChimeraTool license. A ban may be applied in addition to any other remedies available to the Company.

11.3 User's Right to Terminate

You may terminate this Agreement at any time by providing written notice to the Company and removing and destroying all copies of the Software in your possession. In the event of termination by you, if you have paid an annual subscription fee, the license will remain valid and operational until the end of the paid subscription period. Upon expiry of that period, the license shall become immediately invalid and be disabled. Article 11.4 shall apply.

11.4 Consequences of Termination

Upon termination of this Agreement for any reason:

  • All rights granted to you under this Agreement shall immediately cease (or, in the case of a termination of a paid subscription initiated by the User, at the end of the current subscription period);
  • You must immediately cease all use of the Software and destroy or delete all copies of the Software in your possession or control;
  • All fees and payment obligations due prior to the date of termination remain your responsibility and are non-refundable (except as expressly set forth in Article 10.4 or Article 11.2 above);
  • The Company expressly reserves all rights and remedies in connection with any breach committed prior to termination.

11.5 Surviving Provisions

The following provisions shall survive the termination or expiration of this Agreement for any reason: Article 2.7 (Reserved Rights), Article 3 (Restrictions on Use), Article 4 (Intended Purpose and Ethical Use), Article 5.5 (Compliance with Applicable Laws), Article 6 (Intellectual Property), Article 7 (Feedback), Article 9 (Confidentiality), Article 10.4 (Refunds, to the applicable extent), Article 11.4 (Consequences of Termination), Article 12 (Disclaimer of Warranties), Article 13 (Limitation of Liability), Article 14 (Indemnification), and Article 16 (Governing Law).


12. DISCLAIMER OF WARRANTIES

THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTY OF ANY KIND.

To the maximum extent permitted by applicable law, the Company expressly disclaims all representations and warranties, whether express, implied, statutory, or otherwise, including but not limited to:

  • Any implied warranty of merchantability or fitness for a particular purpose;
  • Any warranty of satisfactory quality;
  • Any warranty of non-infringement of third-party rights;
  • Any warranty that the Software will be error-free, uninterrupted, timely, secure, or free from viruses or other harmful components;
  • Any warranty as to the accuracy, completeness, or reliability of results or data produced by the Software.

The Company does not warrant that the Software will meet your requirements, or that any errors or deficiencies in the Software will be corrected. You assume sole and complete responsibility for selecting the Software for its intended use and for the results obtained from using the Software.

Some jurisdictions do not allow the exclusion of implied warranties, in which case the above exclusions may not apply to you in all respects. In such jurisdictions, the Company's implied warranties are limited to the minimum warranty period required by law.


13. LIMITATION OF LIABILITY

To the maximum extent permitted by applicable law:

  • Exclusion of Consequential Damages: Neither the Company nor its subsidiaries, officers, directors, employees, licensors, or service providers shall be liable to you or any third party for any indirect, incidental, consequential, special, exemplary, or punitive damages, including but not limited to: loss of business profits, loss of revenue, business interruption, loss of business information, data loss, loss of privacy, personal injury, or any other pecuniary or non-pecuniary loss arising in connection with the use of or inability to use the Software, even if the Company has been advised of the possibility of such damages.
  • Aggregate Liability Cap: Regardless of the form of action (whether in contract, tort, strict liability, or otherwise) and regardless of the number of claims, the Company's total and cumulative liability arising out of or in connection with this Agreement or the Software shall in no circumstances exceed the amount of license fees actually paid by you to the Company in the twelve (12) months immediately preceding the event giving rise to the claim.
  • Essential Basis of the Agreement: You acknowledge that the limitations of liability set forth in this Article 13 reflect a reasonable and equitable allocation of risk between you and the Company, and that the Company would not have entered into this Agreement without these limitations. These limitations apply to the maximum extent permitted by applicable law, even if any remedy provided in this Agreement fails of its essential purpose.

Some jurisdictions do not allow the limitation or exclusion of certain types of damages or liability, in which case the above limitations may not fully apply to you.


14. INDEMNIFICATION

You shall, at your own expense, defend, indemnify, and hold harmless the Company and its subsidiaries, officers, directors, employees, agents, licensors, and service providers (collectively: "Indemnified Parties") from and against all third-party claims, demands, actions, proceedings, losses, liabilities, damages, costs, expenses, and expenditures (including reasonable attorney's fees and court costs) arising out of or in connection with:

  • Any breach of any term, condition, obligation, representation, or warranty of this Agreement;
  • Any unauthorized, unlawful, or improper use of the Software, including any use other than the Intended Purpose;
  • Use of the Software on devices obtained through unlawful means;
  • Any violation by you of any applicable law, regulation, or order;
  • Any claim asserted by a third party in connection with your use of the Software;
  • Any misrepresentation or false statement made by you in connection with this Agreement.

The Company reserves the right to assume exclusive control of the defense of any matter subject to indemnification by you, at your expense. You agree to cooperate fully with the Company in the defense of any such claim, and you may not settle any such claim without the prior written consent of the Company.


15. MISCELLANEOUS PROVISIONS

15.1 Severability

If any provision of this Agreement is found to be invalid, unlawful, or unenforceable under applicable law, it shall be modified to the minimum extent necessary to make it valid and enforceable, or if such modification is not possible, the provision shall be severed from the Agreement. The invalidity or unenforceability of any provision shall not affect the validity or enforceability of the remaining provisions, which shall remain in full force and effect.

15.2 No Waiver

The failure of either Party to exercise, or any delay in enforcing, any right, remedy, or entitlement under this Agreement shall not constitute a waiver thereof. No partial exercise of any right, remedy, or entitlement shall preclude any further exercise of that or any other right, remedy, or entitlement. A waiver shall only be effective if made in writing and signed by an authorized representative of the waiving Party.

15.3 Export Restrictions

The Software is subject to all applicable export control laws and regulations, including the export laws of Singapore, the European Union, and the United States. You represent and warrant that you are not located in, and are not a citizen or resident of, any country subject to an export embargo or trade restriction. You must comply with all applicable export and import laws and regulations in connection with the use and distribution of the Software.

15.4 Amendments

The Company reserves the right to unilaterally amend or update this Agreement at any time. In the event of a material amendment, the Company will notify you via the email address associated with your account, or via a notice displayed within the Software or on the ChimeraTool website, at least 15 days before the amended Agreement takes effect.

If you do not agree to any amendment, you may notify the Company in writing before the amendment takes effect that you wish to discontinue use of the Software and terminate the Agreement. Failure to submit a written objection within 15 days of the notification of the amendment shall be deemed acceptance of the amendment by you.

If you continue to use the Software after an amendment takes effect, you agree that you are bound by the amended Agreement. Disputes shall be resolved in accordance with the provisions of the Agreement in effect at the time the dispute arises. Amendments to the Agreement shall not affect any refund claims arising from events prior to the effective date of the amendment.

15.5 Assignment

You may not assign, transfer, or sublicense your rights or obligations under this Agreement without the prior written consent of the Company, except that:

  • You may assign this Agreement in its entirety to a successor entity in connection with a merger, consolidation, or sale or transfer of all or substantially all of your business or assets to which this Agreement relates; or
  • You may assign this Agreement to a subsidiary or affiliated entity within your corporate group, provided that the assignee agrees in writing to be bound by all terms of this Agreement.

Any attempted assignment or transfer in violation of this Article shall be null and void. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

15.6 Entire Agreement

This Agreement — together with the Privacy Policy and the Code of Ethics (both incorporated herein by reference) — constitutes the entire agreement between you and the Company with respect to its subject matter, and supersedes all prior and contemporaneous agreements, representations, and warranties, whether oral or written, relating to the subject matter hereof.

15.7 Language

This Agreement has been prepared primarily in the English language. In the event of any conflict between any translation of this Agreement and the English version, the English version shall prevail.


16. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the Republic of Singapore, without regard to its conflict of laws principles.

Any dispute, claim, disagreement, or action arising out of or in connection with this Agreement — including disputes relating to its validity, interpretation, enforcement, breach, or termination, whether arising in tort, contract, or otherwise — shall be subject to the exclusive jurisdiction and venue of the courts of Singapore.

By accepting this Agreement, you irrevocably submit to the personal jurisdiction of the courts of Singapore in all such matters, and waive any present or future objection to the venue of proceedings in the courts of Singapore.


17. CONTACT INFORMATION

For any questions regarding the Software or this Agreement, technical support, licensing inquiries, or other matters, please contact us at:

Dedicated customer support resources are available on the Company's website, including a ticketing system and knowledge base, which allow for faster response times than direct email contact.

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