1. Preamble: This Agreement governs the relationship between You (Hereinafter: Licensee) and Leaning Technologies Limited, a duly registered company in the United Kingdom whose principal place of business is 2nd Floor Victory House, 99-101 Regent Street, London W1B 4EZ, United Kingdom (Hereinafter: Licensor). This Agreement sets the terms, rights, restrictions and obligations on using CheerpJ (hereinafter: The Software) created and owned by Licensor, as detailed herein. The Software is constituted of:
   1. The CheerpJ AOT compiler, a downloadable software distributed in binary packages (hereinafter: The Compiler). This is used to convert Java applications or libraries in .jar archives to JavaScript
   2. The CheerpJ runtime components, comprising a full Java runtime in JavaScript and other JavaScript components to be distributed in part or in full with applications converted with CheerpJ (hereinafter: The Runtime).

By installing or using the Software, you are agreeing to be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, refrain from installing the Software or promptly uninstall and delete the Software.

1. License Grant: Licensor hereby grants Licensee a non-assignable & non-transferable, non-commercial, royalty free, without the rights to create derivative works, non-exclusive license, all with accordance with the terms set forth and other legal restrictions set forth in 3rd party software used while running Software.
   1. Limited: Licensee may use Software for the purpose of:
      1. Distribute copies of Software’s output to Licensee and 3rd Parties, either as a stand-alone product or as part of another Licensee application, for non-commercial purposes such as non-commercial applications or internal technology evaluation.
      2. Using, together with Compiler’s output, the Runtime component hosted on Licensor’s Server[s] for non-commercial purposes such as non-commercial applications or internal technology evaluation. 2. Non Assignable & Non-Transferable: Licensee may not assign or transfer his rights and duties under this license.
   2. Non-commercial, Royalty Free: Licensee may use Software for any non-commercial purpose without any royalties. Licensee may not exercise any of the rights granted in this End User License Agreement in any manner that is primarily intended for or directed toward commercial advantage or private monetary compensation.
      1. Use of the Software by an Organization for the purpose of internal technology evaluation is always permitted.
      2. Use of the Software for the development of applications for an Organization’s internal use are not permitted under this End User License Agreement. However, use of the Software by an individual for the development of applications for personal, non-commercial use is permitted under this End User License Agreement.
2. Term & Termination: The Term of this license shall be until expiration terms are reached or until license is terminated. The expiration date of this license is set to one year from the start of this Agreement. The expiration date represents the last day in which the Licensee can use the Software for any purpose (outlined in clause 2.1).Licensor may terminate this Agreement, including Licensee’s license in the case where Licensee:
   1. became insolvent or otherwise entered into any liquidation process; or
   2. exported The Software to any jurisdiction where Licensor may not enforce his rights under this agreements in; or
   3. Licensee was in breach of any of this license’s terms and conditions and such breach was not cured, without undue delay from notification; or
   4. Licensee in breach of any of the terms of clause 2 to this license; or
   5. Licensee otherwise entered into any arrangement which caused Licensor to be unable to enforce his rights under this License.
3. Payment: In consideration of the License granted under clause 2, Licensee shall pay Licensor no fee.
4. Upgrades, Updates and Fixes: Licensor may provide Licensee, from time to time, with Upgrades, Updates or Fixes, as detailed herein and according to his sole discretion. Licensee hereby warrants to keep The Software up-to-date and install all relevant updates and fixes, and may, at his sole discretion, install upgrades. Licensor shall provide any upgrade, update or fix free of charge; however, nothing in this Agreement shall require Licensor to provide Upgrades, Updates or Fixes.
   1. Upgrades: for the purpose of this license, an Upgrade shall be a material amendment in The Software, which contains new features and or major performance improvements and shall be marked as a new version number. For example, should Licensee purchase The Software under version 1.X.X, an upgrade shall commence under number 2.0.0.
   2. Updates: for the purpose of this license, an update shall be a minor amendment in The Software, which may contain new features or minor improvements and shall be marked as a new sub-version number. For example, should Licensee purchase The Software under version 1.1.X, an upgrade shall commence under number 1.2.0.
   3. Fix: for the purpose of this license, a fix shall be a minor amendment in The Software, intended to remove bugs or alter minor features which impair the The Software’s functionality. A fix shall be marked as a new sub-sub-version number. For example, should Licensee purchase Software under version 1.1.1, an upgrade shall commence under number 1.1.2.
5. Support: Software is provided under an AS-IS basis and without any support or maintenance. Nothing in this Agreement shall require Licensor to provide Licensee with support or fixes to any bug, failure, mis-performance or other defect in The Software.
6. Liability: To the extent permitted under Law, The Software is provided under an AS-IS basis. Licensor shall never, except for indemnity obligations outlined in clause 11 hereof, be liable for any damage, cost, expense or any other payment incurred by Licensee as a result of Software’s actions, failure, bugs and/or any other interaction between The Software and Licensee’s end-equipment, computers, other software or any 3rd party, end-equipment, computer or services. Moreover, Licensor shall never be liable for any defect in source code written by Licensee when relying on The Software.
7. Warranty:
   1. Intellectual Property: Licensor hereby warrants that The Software does not violate or infringe any 3rd party rights in regards to intellectual property, patents and/or trademarks and that to the best of its knowledge no legal action has been taken against it for any infringement or violation of any 3rd party intellectual property rights.
   2. No-Warranty: The Software is provided without any warranty; Licensor hereby disclaims any warranty that The Software shall be error free, without defects or code which may cause damage to Licensee’s computers or to Licensee, and that Software shall be functional. Licensee shall be solely liable to any damage, defect or loss incurred as a result of operating software and undertake the risks contained in running parts of the Software on License’s Server[s] and Website[s].
8. No Refunds: Licensee warrants that he inspected The Software and that it is adequate to his needs. Accordingly, as The Software is intangible goods, Licensee shall not be, ever, entitled to any refund, rebate, compensation or restitution for any reason whatsoever, even if The Software contains material flaws.
9. Indemnification: Licensee hereby warrants to hold Licensor harmless and indemnify Licensor for any lawsuit brought against it in regards to Licensee’s use of The Software in means that violate, breach or otherwise circumvent this license, Licensor’s intellectual property rights or Licensor’s title in The Software. Licensor shall promptly notify Licensee in case of such legal action and request Licensee’s consent prior to any settlement in relation to such lawsuit or claim.
10. Licensor indemnification: The Licensor hereby warrants to defend, indemnify and hold the Licensee, its affiliates, subsidiaries, officers, directors, employees and representatives harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including, without limitation, attorney’s fees, costs and expenses) arising out of, resulting from or related to violation of any third party rights caused by the Software.
11. Automated bug reporting: The Software might automatically report a bug or malfunction to Licensor’s servers. No personal information such as IPs, login data, form inputs or cookies is ever recorded or transmitted as part of Automated bug reporting. Licensee can disable Automated bug reporting should they wish to do so (details are reported in the Software manual).
12. Governing Law, Jurisdiction: It is the intention of the Parties to this Agreement that this Agreement and the performance under this Agreement, and all suits and special proceedings under this Agreement, be construed in accordance with and governed, to the exclusion of the law of any other forum, by the laws of the Country of England, without regard to the jurisdiction in which any action or special proceeding may be instituted.