LICENSE

Gudu SQLFlow Commercial License Agreement (EULA)

Last updated: 2025-10-02

IMPORTANT – READ CAREFULLY: This Commercial License Agreement (the “Agreement”)
is a legal agreement between you (an individual or a legal entity) (“You”) and
Gudu Software (“Licensor”, “Gudu”, “we” or “us”) for the Gudu SQLFlow software
and services described below. By downloading, installing, accessing or using the
Software or Cloud Service, or by clicking an “I agree”/“Accept” button, You
agree to be bound by the terms of this Agreement. If You are entering into this
Agreement on behalf of an entity, You represent that You have authority to bind
that entity. If You do not agree to all terms, do not install or use the
Software or Cloud Service.

1. Definitions
1.1 “Software” means Gudu SQLFlow in any edition or form provided for local use,
     including (a) the VS Code extension (also “Extension”), (b) Java-based
     libraries/JARs and command-line tools, and (c) any deliverables, updates,
     and documentation provided by Gudu for local installation.
1.2 “Cloud Service” means the hosted offering(s) of Gudu SQLFlow operated by
     Gudu (for example, at websites under the gudusoft.com domain) that You
     access remotely as a service.
1.3 “Order” means an online purchase flow, purchase order, quote, or other
     ordering document that identifies the products, license metrics (e.g.,
     seats/servers), subscription term, and pricing.
1.4 “Seat” means a unique individual user permitted to use the Extension.
1.5 “Subscription Term” means the period identified on an Order during which You
     are authorized to access the Cloud Service and/or receive updates/support
     for the Software.
1.6 “Evaluation” means time-limited or feature-limited use (e.g., trial limits)
     solely for internal testing and evaluation, not for production use.

2. License Grant – Software
2.1 Subject to this Agreement and Your timely payment of applicable fees, Gudu
     grants You a limited, non-exclusive, non-transferable, non-sublicensable
     license to install and use the Software in object code form during the
     Subscription Term (or perpetually if expressly stated on the Order) solely
     for Your internal business purposes, in accordance with the license metric
     specified on the Order:
     a) VS Code Extension (Seat-based). You may allow the number of Seat users
        specified on the Order to install and use the Extension. Each Seat is
        for a named individual and is not shared concurrently among multiple
        users. Automated license checks and activation keys may be required.
     b) Java Libraries/Tools. Unless otherwise stated on the Order, licenses are
        per Developer (for development/build) and per Server (for production
        execution). Redistributing runtime components is prohibited unless
        expressly permitted on the Order or in a separate distribution addendum.
     c) Updates. During a valid Subscription Term for the relevant product,
        Gudu may provide updates and fixes at its discretion.

2.2 Evaluation License. If the Software is provided as an Evaluation (including
     feature-limited or time-limited builds), You may use it only for internal
     testing to assess suitability. Evaluation versions may include functional
     limitations (for example, limits on analyzed objects/tables) and must not
     be used in production.

3. Access Grant – Cloud Service
3.1 Subject to this Agreement, an active Subscription, and payment of fees, Gudu
     grants You a limited, non-exclusive, non-transferable right to access and
     use the Cloud Service during the Subscription Term solely for Your internal
     business purposes and in accordance with any usage limits stated on the
     Order. No rights are granted to obtain a copy of the Cloud Service, other
     than client libraries or tools designated by Gudu for such purpose.
3.2 Cloud Service may have separate Terms of Service and/or Acceptable Use
     Policy referenced during signup. Those terms are incorporated by reference
     and govern Your use of the Cloud Service. In case of conflict, the Order
     and this Agreement control with respect to commercial terms and license
     scope.

4. Ownership; Feedback; Open-Source Components
4.1 Ownership. Gudu and its licensors own all right, title and interest in and
     to the Software and Cloud Service, including all improvements, derivative
     works, and intellectual property rights. The Software is licensed, not
     sold.
4.2 Feedback. You may provide feedback or suggestions. Gudu may use such
     feedback without restriction or obligation.
4.3 Third-Party/Open-Source. The Software may include or link to third-party or
     open-source components under separate licenses. Such components are
     governed by their respective licenses; see any included NOTICE or
     THIRD-PARTY files. Nothing in this Agreement limits Your rights under
     those third-party licenses.

5. Restrictions
Unless expressly permitted in this Agreement or by applicable law (and then only
to the extent such rights may not be waived), You shall not: (a) copy (except
for a reasonable number of backup copies), modify, adapt, translate, or create
derivative works of the Software; (b) reverse engineer, decompile, or disassemble
the Software or attempt to derive source code; (c) remove, obscure, or alter any
notices or branding; (d) lease, rent, sell, sublicense, assign, distribute, or
otherwise transfer the Software or access to the Cloud Service to any third
party; (e) use the Software or Cloud Service for timesharing, service bureau, or
hosting for third parties; (f) circumvent technical restrictions, license metric
controls, or activation mechanisms; (g) use the Software or Cloud Service to
develop a competing product or to publish benchmarks without Gudu’s prior
written consent; or (h) use the Software or Cloud Service in violation of any
applicable law or third-party rights.

6. Data; Privacy; Telemetry
6.1 Local Processing. Many features of the Software operate locally on Your
     machine/workspace. For Cloud Service features or optional telemetry, data
     may be transmitted to Gudu. See the applicable privacy notice.
6.2 Telemetry & Feedback in Extension. The Extension may offer optional
     telemetry and/or in-product feedback. You may be able to disable telemetry
     in settings. Feedback submissions are voluntary and may include
     attachments You choose to provide.

7. Support and Services
Support, SLAs, or professional services are provided only if and as stated on an
Order or separate agreement. Community or trial use does not include commercial
support.

8. Term; Termination; Effect
8.1 Term. This Agreement is effective from first use and continues until
     terminated as provided here. Subscription-based rights last for the
     relevant Subscription Term.
8.2 Termination. Gudu may terminate this Agreement or any license if You breach
     any term and fail to cure within ten (10) days after notice. Either party
     may terminate if the other becomes insolvent or ceases operations.
8.3 Effect. Upon termination, Your rights to use the Software and/or Cloud
     Service cease and You must uninstall and destroy copies of the Software
     and license keys. Sections intended to survive (including Ownership,
     Restrictions, Disclaimers, Liability, and Governing Law) shall survive.

9. Warranties; Disclaimers
THE SOFTWARE AND CLOUD SERVICE ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE
MAXIMUM EXTENT PERMITTED BY LAW, GUDU AND ITS LICENSORS DISCLAIM ALL WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. Gudu does not warrant that the
Software or Cloud Service will be error-free or uninterrupted.

10. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL GUDU OR ITS LICENSORS
BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE
DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS, EVEN IF ADVISED OF
THE POSSIBILITY. GUDU’S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED
THE AMOUNTS ACTUALLY PAID BY YOU TO GUDU FOR THE SOFTWARE OR CLOUD SERVICE IN
THE TWELVE (12) MONTHS PRECEDING THE CLAIM. THESE LIMITATIONS APPLY NOTWITH-
STANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.

11. Export; Compliance
You shall comply with all applicable export control and sanctions laws and shall
not export or re-export the Software or Cloud Service to any prohibited country
or user. You represent that You are not located in, under the control of, or a
national or resident of any prohibited country or on any denied party list.

12. Government Use
If You are a U.S. Government end user, the Software is “Commercial Computer
Software” and use is subject to the terms of this Agreement pursuant to FAR
12.212 and DFARS 227.7202, as applicable.

13. General
13.1 Entire Agreement; Order of Precedence. This Agreement (together with any
     referenced terms and the applicable Order) constitutes the entire agreement
     between the parties and supersedes all prior or contemporaneous agreements
     regarding the subject matter. In case of conflict, the Order controls over
     this Agreement.
13.2 Assignment. You may not assign this Agreement without Gudu’s prior written
     consent. Any unauthorized assignment is void. Gudu may assign to an
     affiliate or in connection with a merger, acquisition, or sale of assets.
13.3 Governing Law; Venue. This Agreement is governed by the laws applicable at
     the Licensor’s principal place of business, excluding conflict-of-laws
     principles. The parties submit to the exclusive jurisdiction of courts
     located there. The U.N. Convention on Contracts for the International Sale
     of Goods does not apply.
13.4 Severability; Waiver. If any provision is unenforceable, it will be
     modified to the minimum extent necessary to make it enforceable, and the
     remainder will remain in effect. Failure to enforce any provision is not a
     waiver.
13.5 Notices. Legal notices to Gudu should be sent to the contact addresses on
     gudusoft.com (or as otherwise specified in an Order) and are deemed given
     upon receipt.

14. Product-Specific Notes
14.1 VS Code Extension. Seat-based licensing applies unless otherwise stated on
     the Order. The Extension may enforce license checks and incorporate
     optional telemetry/feedback as documented. Platform availability and
     feature sets may vary by version.
14.2 Java Libraries. Unless expressly permitted, redistribution of runtime
     components is not allowed. If a redistributable runtime is licensed, You
     must (a) distribute only as part of Your application; (b) ensure end users
     cannot use the runtime separately; and (c) include required notices.
14.3 Cloud Service. Use is subject to service-specific terms and usage limits.
     Gudu may modify the Cloud Service, provided core functionality of the
     purchased plan is not materially reduced during a paid term.

Contact
Gudu Software
Website: https://sqlflow.gudusoft.com
Support: See product documentation or Order for support channels.

© Gudu Software. All rights reserved.