Cherry Studio License Agreement

By using or distributing any part or element of Cherry Studio materials, you acknowledge that you have read, understood, and agreed to the terms of this Agreement, which shall become effective immediately upon such use.

1. Definitions

This Cherry Studio License Agreement (the “Agreement”) defines the terms and conditions governing the use, reproduction, distribution, and modification of the Materials.

• “We” (or “us”) means Shanghai Qianhui Technology Co., Ltd.

• “You” refers to any natural person or legal entity exercising rights granted by this Agreement, and/or using the Materials for any purpose and within any field of use.

• “Third Party” means any individual or legal entity not under common control with either You or us.

• “Cherry Studio” refers to the software suite, including but not limited to [e.g., core libraries, editors, plugins, example projects], and its source code, documentation, sample code, and other elements distributed by us. (Please specify based on the actual composition of CherryStudio.)

• “Materials” collectively refers to the proprietary Cherry Studio software and documentation (or any part thereof) provided by Shanghai Qianhui Technology Co., Ltd. under this Agreement.

• “Source” form means the preferred form for modifications, including but not limited to source code, documentation source files, and configuration files.

• “Object” form means any form resulting from mechanical transformation or translation of Source form, including but not limited to compiled object code, generated documentation, or forms converted into other media types.

• “Commercial Use” means use for direct or indirect commercial gain or advantage, including but not limited to sales, licensing, subscriptions, advertising, marketing, training, consulting services, etc.

• “Modification” refers to any alteration, adaptation, derivative, or secondary development of Materials in Source form, including but not limited to changing application names, logos, code, functions, and interfaces.

2. Grant of Rights

Free Commercial Use (without modified code):

We hereby grant you a non-exclusive, worldwide, non-transferable, royalty-free license, under our intellectual property or other rights embodied in the Materials, to use, copy, distribute, and redistribute the unmodified Materials, including for commercial use, subject to compliance with the terms and conditions herein.

Commercial Authorization (when required):

You must obtain express written commercial authorization from us to exercise rights under this Agreement when the conditions stated in Section 3 (“Commercial Authorization”) are met.

3. Commercial Authorization

Under any of the following conditions, you must contact us and obtain explicit written commercial authorization before proceeding with the use of Cherry Studio Materials:

• Modification and Derivatives: You modify or develop derivative works based on Cherry Studio Materials, including but not limited to changing the application name, logo, code, functionality, or interface.

• Enterprise Services: You use Cherry Studio internally within your enterprise, or offer Cherry Studio-based services to enterprise clients, supporting cumulative usage by 10 or more users.

• Hardware Bundling Sales: You pre-install or integrate Cherry Studio into hardware devices or products for bundled sales.

• Large-scale Procurement by Government or Educational Institutions: Your usage scenario involves large-scale procurement projects by government or educational institutions, particularly involving sensitive requirements such as security or data privacy.

• Public-facing Cloud Services: You provide publicly accessible cloud services based on Cherry Studio.

4. Redistribution

You may distribute unmodified copies of the Materials, or provide them as part of a product or service containing unmodified Materials, in Source or Object form, subject to the following conditions:

• You must include a copy of this Agreement with all copies of the Materials distributed.

• You must retain the following attribution statement within any copy distributed, included in a “NOTICE” or similar text file distributed as part of such copies:

"Cherry Studio is licensed under the Cherry Studio LICENSE AGREEMENT, Copyright (c) Shanghai Qianhui Technology Co., Ltd. All Rights Reserved."

5. Usage Rules

Materials may be subject to export control or restrictions. You must comply with applicable laws and regulations when using the Materials.

If you use the Materials or their outputs or results to create, train, fine-tune, or improve software or models to be distributed or made available, we encourage prominently marking your relevant product documentation with phrases such as “Built with Cherry Studio” or “Powered by Cherry Studio”.

6. Intellectual Property Rights

We retain all intellectual property rights in and to the Materials and derivative works created by or for us. Subject to the terms of this Agreement, ownership of intellectual property rights in modifications and derivative works created by you will be governed by specific commercial authorization agreements. Without obtaining commercial authorization, you shall not acquire ownership rights in modifications and derivative works, and all intellectual property rights remain vested with us.

No license to use our trade names, trademarks, service marks, or product names is granted unless necessary to fulfill obligations under this Agreement or reasonably customary to describe and redistribute the Materials.

If you institute any legal proceeding against us or any entity (including counterclaims or countersuits), alleging that the Materials or their outputs infringe upon any intellectual property or other rights owned or licensable by you, all licenses granted under this Agreement shall terminate immediately upon initiation of such proceedings.

7. Disclaimer and Limitation of Liability

We are not obligated to support, update, provide training for, or develop further versions of Cherry Studio Materials, nor to grant any related licenses.

Materials are provided on an “as-is” basis without warranties of any kind, express or implied, including warranties of merchantability, non-infringement, or fitness for a particular purpose. We make no warranties or assurances concerning the security or stability of Materials or their outputs.

In no event shall we be liable to you for any damages arising from your use or inability to use the Materials or any outputs thereof, including but not limited to direct, indirect, special, or consequential damages, regardless of the cause.

You agree to defend, indemnify, and hold us harmless against any third-party claims arising from or related to your use or distribution of the Materials.

8. Term and Termination

The term of this Agreement begins upon your acceptance or access to the Materials and remains effective until terminated in accordance with its terms.

We may terminate this Agreement upon your breach of any terms or conditions. Upon termination, you must cease using the Materials. Sections 7, 9, and “2. Contributor Agreement” will survive termination.

9. Governing Law and Jurisdiction

This Agreement and any disputes arising out of or related to it shall be governed by the laws of the People’s Republic of China.

The Shanghai People’s Court shall have exclusive jurisdiction over any disputes arising from this Agreement.