LispWorks(R) for Android(TM) Runtime Software License Agreement

IMPORTANT:  PLEASE READ THE TERMS AND CONDITIONS OF THIS AGREEMENT 
("AGREEMENT") CAREFULLY BEFORE DOWNLOADING OR INSTALLING OUR SOFTWARE.

You should print a copy of this Agreement for future reference.

1. License Grant.  LispWorks Ltd ("we", "us" or the "Vendor") makes
available for license to its customers ("you") its LispWorks for
Android Runtime software product, being the numeric version
("Version") specifically selected by you on our website. In
consideration of you agreeing to abide by the terms of this Agreement
and payment of the relevant license fees, we shall grant to you, a
non-exclusive, non-transferable license to use the relevant Version
and related documentation (the "Licensed Program") solely for the
purpose of developing and testing Android apps, on the basis of this
Agreement, and subject to our Privacy Policy, incorporated into this
Agreement by reference. We reserve all other rights. The terms of this
Agreement apply to the Licensed Program and any of the services
accessible through the Licensed Program, including any Supplied Source
Code (as defined at Section 8 below), updates or supplements to the
Licensed Program, unless they come with separate terms, in which case
those terms apply.

You agree not to install or otherwise access any Version, save for the 
Licensed Program that you have a valid license to use.

2. Installation. The license of the Licensed Program under this 
Agreement permits the installation with the license key and use on a 
single physical computer or on a virtual machine for use by a single 
user at any one time. This license also allows for one additional 
installation on a portable computer provided that the two 
installations are not used simultaneously or by more than one user. No 
further installations of the Licensed Program shall be permitted. You 
may only install the Licensed Program on computers which you own or, 
if applicable, that you make available to your staff.

3. Copying, Modification and Distribution. Except as expressly set out 
in this Agreement or as permitted by any local law, you agree not to 
copy the Licensed Program, save that you may make one (1) copy of the 
Licensed Program in machine readable form for back-up or archival 
purposes only. You agree not to rent, lease, loan, translate, merge, 
reverse engineer, decompile, disassemble, adapt, modify or create 
derivative works based on the whole or any part of the Licensed 
Program, except as expressly permitted by the law of this Agreement.  
You may modify the Licensed Program and/or merge it into another 
program solely for your use in accordance with this Agreement.  Any 
portion of the Licensed Program merged into another program will 
continue to be subject to the terms and conditions of this Agreement.  
Except for the distribution of runtime versions of the software 
created by the delivery process described in the accompanying user 
documentation ("Runtimes") in accordance with section 6, this license 
does not permit the distribution of the Licensed Program, or any part 
thereof, to any third party.

4. Academic Use License Restrictions. Where the Licensed Program has
been supplied to you solely for academic use (as specified in our
quotation documentation), you may only use the Licensed Program for
not-for-profit teaching and research purposes. You agree not to use
the Licensed Program for any commercial, business or resale purposes,
such use is strictly prohibited, and such use shall be deemed a
non-remediable material breach of this Agreement.

5. Time Limited License and Evaluation License. If you have a time
limited license your license will terminate immediately at the end of
the license period provided under the license key issued to you. If
you have been granted a time limited license for the purposes of
evaluating the software prior to purchase (an "Evaluation License"),
your license will terminate in any event not later than one (1) year
from the date your evaluation license key was issued by us. You agree
not to use the software after this period for any purpose without
obtaining, from us, a new license for the software. If you request and
pay the relevant fees for a license for another Version or for an
optional or additional product, then such Version or product shall be
deemed to be the Licensed Program as licensed under this Agreement,
and your use of it shall be subject to the terms of this Agreement.

6. Distribution of Runtimes.  You or your authorized distributors may
distribute Runtimes solely to your end-user customers ("End-Users") as
part of an Android app developed using the Licensed Program
("Application"), except that you may not distribute any part of the
Licensed Program as a general purpose Lisp development tool. Any
Runtimes distributed as part of the Application will continue to be
subject to the terms of this Agreement and you agree to license the
Application to your End-Users under a written license agreement
containing terms with regard to the Licensed Program and Runtimes that
are at least as restrictive as those contained herein. You shall
ensure that End-Users are aware of and accept those terms.

If you become aware that any End-User is in breach of any of the 
relevant terms under this Agreement, you must promptly notify us in 
writing and, at our reasonable request, terminate any agreement for 
use the Licensed Program with such End-User. You shall indemnify us 
against any claims, losses, damages, costs (including all legal fees) 
and expenses incurred by or awarded against us arising out of or in 
connection with: access to or use or distribution of the Application 
or the Licensed Program by you or any End-User otherwise than in 
accordance with this Agreement.

Upon your written request, we may make available to you certain 
development features included in the Licensed Program as development 
runtimes ("Development Runtimes") for incorporation into an 
Application. Any use or incorporation of such Development Runtimes 
into your Application shall be subject to our prior written consent, 
and may be subject to additional terms not set out in this Agreement 
and/or your payment of additional fees in respect of such Development 
Runtimes.

7. Payment Terms and Purchase Orders. You agree to pay, to us, the 
license fees for the Licensed Program in full within thirty (30) days 
of the date of our invoice. Acceptance of the Licensed Program shall 
be deemed to occur on the tenth day after the earliest of completion 
of installation or other access to the Licensed Program. These terms 
shall apply to any license to the exclusion of any other terms 
(including any terms set out on a purchase order) that you may try to 
impose or incorporate, even if we sign an acknowledgment copy.

8. Ownership; Confidentiality. You acknowledge and agree that the 
Licensed Program contains the confidential and proprietary information 
to us and our licensors and is provided solely under the terms of this 
Agreement.  All right, title and interest in and to the Licensed 
Program, including, but not limited to, patent copyright, trade 
secret, trademark and all other intellectual property rights are and 
shall remain vested in us or our licensor(s). You shall not remove any 
product identification, copyright notices, or other legends set forth 
on the Licensed Program and shall reproduce all such notices on any 
copies.  You shall have no right in our or our third party licensors' 
trademarks in connection with the Licensed Program, or with its 
promotion or publication, without our prior written approval.

Unless otherwise agreed between you and us all rights (including 
intellectual property rights), title and interest to any bespoke 
software developed in connection with any license of the Licensed 
Program, including any paid or unpaid support or maintenance work 
("Supplied Source Code"), shall be owned by us. You agree to do, and 
execute, each necessary act, and document that we reasonably request 
to perfect our right, title and interest to all intellectual property 
rights in any Supplied Source Code.

9. Limited Warranty. We warrant that the Licensed Program will, when 
properly used and on an operating system for which it was designed, 
perform substantially in accordance with its accompanying 
documentation for a period of thirty (30) days from the date of 
installation or any earlier access to the Licensed Program (the 
"Warranty Period").  If, within the Warranty Period, you notify us in 
writing of any defect or error in the Licensed Program as a result of 
which it fails to perform substantially in accordance with the 
Documentation, we will, at our sole option, either repair or replace 
the Licensed Program, or refund you the relevant license fees paid, 
provided that you make available all the information that may be 
necessary to help us to remedy the defect or error, including 
sufficient information to enable us to recreate the defect or error. 
We do not warrant that the Licensed Program will be error free or that 
the Licensed Program will meet your requirements.  The warranty does 
not apply if: the defect or error in the Licensed Program results from 
you having altered or modified the Licensed Program or used the 
Licensed Program in breach of the terms of this Agreement; or if you 
breach any of the license restrictions or acceptable use restrictions.

WHERE YOU ARE DEALING WITH US AS A BUSINESS, THE REMEDIES SET FORTH IN 
THIS SECTION 9 ARE YOUR SOLE AND EXCLUSIVE REMEDIES AT LAW OR IN 
EQUITY FOR BREACH OF WARRANTY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, 
WE DISCLAIM ALL OTHER WARRANTIES OR REPRESENTATIONS, EXPRESS OR 
IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF 
QUALITY AND FITNESS FOR A PARTICULAR PURPOSE.

IF YOU ARE A CONSUMER, THIS WARRANTY IS IN ADDITION TO YOUR LEGAL 
RIGHTS IN RELATION TO ANY SOFTWARE THAT IS FAULTY OR NOT AS DESCRIBED. 
ADVICE ABOUT YOUR LEGAL RIGHTS IS AVAILABLE FROM YOUR LOCAL CONSUMER 
PROTECTION AUTHORITY. NOTHING IN THIS AGREEMENT WILL AFFECT THESE 
LEGAL RIGHTS.

10. Limitation of Liability if you are a business. EXCEPT IN RESPECT 
OF PERSONAL INJURY OR DEATH CAUSED BY THE NEGLIGENCE OF LISPWORKS LTD 
OR ANY OTHER LIABILITY WHICH MAY NOT BE EXCLUDED BY LAW IN NO EVENT 
SHALL WE OR OUR LICENSORS BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF 
BUSINESS, LOST SAVINGS LOSS OF DATA OR ANY DIRECT OR INDIRECT SPECIAL, 
INCIDENTAL, OR CONSEQUENTIAL DAMAGES EVEN IF WE HAVE BEEN ADVISED OF 
THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.  IN NO EVENT SHALL OUR 
LIABILITY EXCEED THE AMOUNT OF LICENSE FEES PAID BY YOU FOR USE OF THE 
SOFTWARE. NOTHING IN THIS AGREEMENT LIMITS LIABILITY FOR FRAUDULENT 
MISREPRESENTATION.

11. Limitation of Liability if you are a consumer. YOU ACKNOWLEDGE 
THAT THE SOFTWARE HAS NOT BEEN DEVELOPED TO MEET YOUR INDIVIDUAL 
REQUIREMENTS, AND THAT IT IS THEREFORE YOUR RESPONSIBILITY TO ENSURE 
THAT THE FACILITIES AND FUNCTIONS OF THE SOFTWARE AS DESCRIBED IN THE 
RELEVANT DOCUMENTATION MEET YOUR REQUIREMENTS. 

YOU AGREE NOT TO USE THE SOFTWARE FOR ANY COMMERCIAL OR BUSINESS 
PURPOSES, AND WE HAVE NO LIABILITY TO YOU FOR ANY LOSS OF PROFIT, LOSS 
OF BUSINESS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS OPPORTUNITY. 
NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE OUR LIABILITY FOR: 
(A) DEATH OR PERSONAL INJURY RESULTING FROM OUR NEGLIGENCE; (B) FRAUD 
OR FRAUDULENT MISREPRESENTATION; (C) ANY OTHER LIABILITY THAT CANNOT 
BE EXCLUDED OR LIMITED BY ENGLISH LAW.

12. US Government Restricted Rights. This Licensed Program is a 
commercial computer software program developed at private expense and 
is provided with restricted rights. The Licensed Program provided 
herein may not be used, reproduced, or disclosed by the Government 
except as set forth in this Agreement and, if applicable, as provided 
in DFARS 227.7202-1(a), 227.7202-3(a) (1995), FAR 12.212(a)(1995), FAR 
52.227-19, and/or FAR 52.227-14 Alt III.  Manufacturer: LispWorks Ltd, 
St John's Innovation Centre, Cowley Road, Cambridge CB4 0WS, UK.

You agree to include the notice under this Section in any software 
application, including any associated documentation, you distribute 
using this Licensed Program, in whole or in part.  All rights are 
reserved under the copyright laws of the United States.

13. Statutory Rights. This license gives you specific legal rights and 
you may also have other rights that vary from country to country. Some 
jurisdictions do not allow the exclusion of implied warranties, or 
certain kinds of limitations or exclusions of liability, so the above 
limitations and exclusions may not apply to you. Other jurisdictions 
allow limitations and exclusions subject to certain conditions. In 
such a case the above limitations and exclusions shall apply to the 
fullest extent permitted by the laws of such applicable jurisdictions. 

Each of the terms of this Agreement operates separately. If any court 
or competent authority decides that any of them, including without 
limitation and limitation or exclusion, are held to be void, unlawful 
or unenforceable, the remaining conditions will remain in full force 
and effect.

14. Export Control. You may not export or re-export the Licensed 
Program or any underlying information or technology except in full 
compliance with all applicable laws and regulations of all applicable 
countries.

15. Compliance with Applicable Laws. You shall be responsible for 
obtaining any import licenses or permits necessary for your use or 
distribution, or for any End-User's use, of the Licensed Program in 
accordance with the terms of this Agreement. You will be responsible 
for any and all duties, charges, taxes and other amounts payable in 
connection with use of the Licensed Program in accordance with this 
Agreement.

16. Third Party Rights. A person who is not a party to this Agreement 
shall not have any rights under the Contracts (Rights of Third 
Parties) Act 1999 to enforce any of its terms.

17. Governing Law and Jurisdiction. If you are a business customer, 
this Agreement and any dispute or claim arising out of or in 
connection with it or its subject matter or formation (including 
non-contractual disputes or claims) shall be governed by and construed 
in accordance with the law of England.  We both agree to the 
non-exclusive jurisdiction of the English courts.

18. Non-Assignment. Except as in accordance with this Agreement, you 
shall not sell, assign, sublicense or otherwise transfer the Licensed 
Program, or your rights or obligations under this Agreement to another 
person, without our prior written consent. Any such attempted transfer 
shall be void.

19. Entire Agreement. If you are a business customer, this Agreement 
constitutes the entire agreement between you and us and supersedes all 
other communications between the parties relating to the subject 
matter hereof.  You acknowledge that you have not relied on any 
statement, promise or representation made or given by or on behalf of 
us that is not set out in this Agreement.

20. Variation and waiver. No variation of this Agreement shall be 
effective unless it is in writing and signed by us. If we fail to 
insist that you perform any of your obligations under this Agreement, 
or if we do not enforce our rights against you, or if we delay in 
doing so, that will not mean that we have waived our rights against 
you and will not mean that you do not have to comply with those 
obligations. If we do waive a default by you, we will only do so in 
writing, and that will not mean that we will automatically waive any 
later default by you.

21. Termination. We may terminate this Agreement immediately by 
written notice to you if you fail to comply with any of the terms of 
this Agreement.  Upon termination for any reason, all rights granted 
to you under this Agreement shall cease (including any right for an 
End-User to use the Licensed Program), you must cease using the 
Licensed Program and ensure that all End-Users cease using the 
Licensed Program. Upon any termination you must (and must procure that 
all End-Users must) immediately delete or remove the Licensed Program 
from all computer equipment in your possession and immediately destroy 
or return to us (at our option) all copies of the Licensed Program 
then in your possession, custody or control and, in the case of 
destruction, certify to us that you have done so.

Copyright (C) 2015 LispWorks Ltd.  All rights reserved.  LISPWORKS is a 
registered trademark of LispWorks Ltd.