Add generic QtEnterprise license

QtEnterprise license can be used as a generic license for any recipe that
is available under Qt for Device Creation license

Change-Id: Iebab0b98badf00de388391d3e3558daec585cf07
Reviewed-by: Andy Nichols <andy.nichols@theqtcompany.com>

1 files changed, 706 insertions, 0 deletions

diff --git a/licenses/QtEnterprise b/licenses/QtEnterprise
new file mode 100644
index 00000000..29a4f47e
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@@ -0,0 +1,706 @@
+Qt FOR DEVICE CREATION LICENSE AGREEMENT
+Agreement version 1.5
+
+This Qt for Device Creation License Agreement ("Agreement") is a legal agreement
+between The Qt Company Ltd ("The Qt Company") with its registered office at
+Valimotie 21, 00380 Helsinki, Finland, and you (either an individual or a legal
+entity) ("Licensee") for the Licensed Software (as defined below).
+
+1. DEFINITIONS "Affiliate" of a Party shall mean an entity (i) which is directly
+or indirectly controlling such Party; (ii) which is under the same direct or
+indirect ownership or control as such Party; or (iii) which is directly or
+indirectly owned or controlled by such Party. For these purposes, an entity
+shall be treated as being controlled by another if that other entity has fifty
+percent (50 %) or more of the votes in such entity, is able to direct its
+affairs and/or to control the composition of its board of directors or
+equivalent body. "Applications" shall mean Licensee's software products created
+using the Licensed Software which may include portions of the Licensed Software.
+"Customers" shall mean the third parties to whom Licensee directly or indirectly
+distributes copies of the Licensed Software. "Deployment Platforms" shall mean
+those operating systems in which the Licensed Software can be distributed on
+according to the terms and conditions of this Agreement, especially Section 5.2.
+"Designated User(s)" shall mean the employee(s) of Licensee acting within the
+scope of their employment or Licensee's consultant(s) or contractor(s) acting
+within the scope of their services for Licensee and on behalf of Licensee.
+"Development Platforms" shall mean those operating systems in which the Licensed
+Software can be used only for designing, developing and testing Applications,
+but not distributed in any form or used for any other purpose. "Devices" shall
+mean devices or products that 1) are manufactured, sold or distributed by
+Licensee that include the Licensed Software, and 2) fulfill the definition of a
+Joint Hardware and Software Distribution. "Initial Term" shall mean the period
+of time one (1) year from the later of (a) the Effective Date; or (b) the date
+the Licensed Software was initially delivered to Licensee by The Qt Company. If
+no specific Effective Date is set forth in the Agreement, the Effective Date
+shall be deemed to be the date the Licensed Software was initially delivered to
+Licensee. "Intellectual Property Rights" shall mean patents (including utility
+models), design patents, and designs (whether or not capable of registration),
+chip topography rights and other like protection, copyright, trademark and any
+other form of statutory protection of any kind and applications for any of the
+foregoing as well as any trade secrets. "Joint Hardware and Software
+Distribution" shall mean either: (i) distribution of a hardware device where, in
+its final end user configuration, the main user interface or substantial
+functionality of the device is provided by Application(s) created by Licensee or
+others, using Licensed Software or Licensed Software based software product, and
+depends on the Licensed Software or an open source version of Qt or any Qt based
+software product; or (ii) distribution of the Licensed Software with a device
+designed to facilitate the installation of the Licensed Software onto the same
+device where the main user interface or substantial functionality of such device
+is provided by Application(s) created by Licensee or others, using the Licensed
+Software, and depends on the Licensed Software. "License Certificate" shall mean
+the document accompanying the Licensed Software which specifies the modules
+which are licensed under the Agreement, Development Platforms, Deployment
+Platforms and Designated Users. "License Fee" shall mean the fee charged to
+Licensee for (i) each copy of the Licensed Software purchased, as well as (ii)
+reproduction and distribution of Licensed Software under the terms of this
+Agreement. "License Packs" shall mean set of prepaid Distribution Licenses, as
+defined in Section 5.2 b). "Licensed Software" shall mean the computer software,
+"online" or electronic documentation, associated media and printed materials,
+including the source code, example programs and the documentation delivered by
+The Qt Company to Licensee in conjunction with this Agreement. Licensed Software
+does not include Third Party Software (as defined in Section 7). "Modified
+Software" shall mean modifications made to the Licensed Software by Licensee.
+"Nokia" shall mean Nokia Corporation, a corporation incorporated under the laws
+of Finland, having its registered office at PO box 226, 00045 Nokia Group,
+Finland (visiting address Karakaari 7, 02610 Espoo, Finland) and registered with
+the Finnish Trade Register under business ID 0112038-9 and acting on behalf of
+its respective Affiliates. "Online Services" shall mean any services or access
+to systems provided by The Qt Company to the Licensee over Internet in
+conjunction with the Licensed Software or for the purpose of use by the Licensee
+of the Licensed Software or Support. Using some of the Online Services may be
+subject to additional fees. "Party or Parties" shall mean Licensee and/or The Qt
+Company. "Redistributables" shall mean the portions of the Licensed Software set
+forth in Appendix 1, Section 1 that may be distributed with or as part of
+Applications in object code form. "Renewal Term" shall mean a time period of
+twelve months calculated from the end of the Initial Term, or from end of the
+previous Renewal Term. "Support" shall mean standard developer support that is
+provided by The Qt Company to assist eligible Designated Users in using the
+Licensed Software in accordance with its established standard support
+procedures. "Updates" shall mean a release or version of the Licensed Software
+containing enhancements, new features, bug fixes, error corrections and other
+changes that are generally made available to users of the Licensed Software that
+have contracted for maintenance and support.
+
+2. OWNERSHIP The Licensed Software is protected by copyright laws and
+international copyright treaties, as well as other intellectual property laws
+and treaties. The Licensed Software is licensed, not sold. To the extent
+Licensee submits bug fixes or error corrections, including information related
+thereto, Licensee hereby grants The Qt Company a sublicensable, irrevocable,
+perpetual, worldwide, non-exclusive, royalty-free and fully paid-up copyright
+and trade secret license to reproduce, adapt, translate, modify, and prepare
+derivative works of, publicly display, publicly perform, sublicense, make
+available and distribute error corrections and bug fixes, including derivative
+works thereof. All The Qt Company's and/or its licensors' trademarks, service
+marks, trade names, logos or other words or symbols are and shall remain the
+exclusive property of The Qt Company or its licensors respectively.
+
+3. MODULES Some of the files in the Licensed Software have been grouped into
+modules. These files contain specific notices defining the module of which they
+are a part. The modules licensed to Licensee are specified in the License
+Certificate accompanying the Licensed Software. The terms of the License
+Certificate are considered part of the Agreement. In the event of inconsistency
+or conflict between the language of this Agreement and the License Certificate,
+the provisions of this Agreement shall govern. 4. VALIDITY OF THE AGREEMENT By
+installing, copying, or otherwise using the Licensed Software, Licensee agrees
+to be bound by the terms of this Agreement. If Licensee does not agree to the
+terms of this Agreement, Licensee should not install, copy, or otherwise use the
+Licensed Software. In addition, by installing, copying, or otherwise using any
+Updates or other components of the Licensed Software that Licensee receives
+separately as part of the Licensed Software, Licensee agrees to be bound by any
+additional license terms that accompany such Updates, if any. If Licensee does
+not agree to the additional license terms that accompany such Updates, Licensee
+should not install, copy, or otherwise use such Updates. Upon Licensee's
+acceptance of the terms and conditions of this Agreement, The Qt Company grants
+Licensee the right to use the Licensed Software in the manner provided below.
+
+5. LICENSES 5.1 Using, Modifying and Copying The Qt Company grants to Licensee a
+non-exclusive, non-transferable, perpetual license to use, modify and copy the
+Licensed Software for Designated Users specified in the License Certificate for
+the sole purposes of: (i) designing, developing, and testing Application(s);
+(ii) modifying the Licensed Software as limited by section 8 below; and (iii)
+compiling the Licensed Software and/or Modified Software source code into object
+code. Licensee may install copies of the Licensed Software on an unlimited
+number of computers provided that only the Designated Users use the Licensed
+Software. Licensee may at any time designate another Designated User to replace
+a then-current Designated User by notifying The Qt Company, provided that a) the
+then-current Designated User has not been designated as a replacement during the
+last six (6) months; and b) there is no more than the specified number of
+Designated Users at any given time.
+
+5.2 Right for Redistribution a) License for creating Applications For the
+purpose of creating Applications The Qt Company grants Licensee a non-exclusive,
+royalty-free right to reproduce and distribute the object code form of
+Redistributables (listed in Appendix 1, Section 1) for execution on the
+specified Deployment Platforms, excluding the Joint Hardware and Software
+Distribution. Copies of Redistributables may only be distributed with and for
+the sole purpose of executing Applications permitted under this Agreement that
+Licensee has created using the Licensed Software. Under no circumstances may any
+copies of Redistributables be distributed separately. This Agreement does not
+give Licensee any rights to distribute any of the parts of the Licensed Software
+listed in Appendix 1, Section 2, neither as a whole nor as parts or snippets of
+code. Licensee may not distribute, transfer, assign or otherwise dispose of
+Applications and/or Redistributables, in binary/compiled form, or in any other
+form, if such action is part of a Joint Software and Hardware Distribution,
+except as provided in Section 5.2b) below. b) License for creating Devices For
+the purpose of creating Devices The Qt Company grants to Licensee a
+non-exclusive, non-transferable license to (a) install copies of the compiled
+Licensed Software (in object code form only) in Devices and/or bundle or
+integrate copies of the Licensed Software (in object code form only) into or
+with Devices and other services; (b) distribute Licensed Software (in object
+code form only) to one or more tiers of distributors as incorporated or
+integrated in Devices; and (c) sublicense the Licensed Software (in object code
+form only), as incorporated or integrated in Devices, to end users under
+Licensee's standard terms and conditions, which must meet the requirements set
+out in Appendix 2 (collectively, the "Distribution License"). This Distribution
+License does not entitle Licensee to receive, or grant Licensee any rights with
+respect to any source code. Should any third party that has received a product,
+software and/or a sublicense from Licensee in accordance with the provisions
+above, wish to use the product and sublicensed software in a manner not
+warranted in Appendix 2, such third party must request a licensing agreement for
+this purpose directly from The Qt Company. Licensee may also reproduce and
+distribute the Licensed Software (in object code form only) under the
+Distribution License independent of the Device, (i.e. the Licensed Software may
+be reproduced and distributed by Licensee to others as a stand-alone or
+independent product or for use independent of the Device). The Distribution
+License provided under this Section 5.2b) is conditional, subject to Licensee´s
+full compliance of Section 14 of this Agreement. All reproduction and
+distribution of the Licensed Software or any portion thereof requires the
+payment of License Fees from Licensee to The Qt Company. The licenses granted in
+this Section by The Qt Company to Licensee are subject to Licensee's compliance
+with Section 5.3 of this Agreement. c) For the avoidance of doubt, should the
+Licensee wish to distribute Licensed Software as a part of software development
+kit (SDK) for the purpose of developing Applications by Licensee´s customers
+for Licensee´s products, such distribution is subject to a separate Qt SDK
+distribution license agreement to be concluded with The Qt Company. 5.3 Further
+Requirements It is expressly acknowledged and understood by Licensee, that
+Licensee is strictly prohibited from using or licensing Licensed Software for
+creation of mobile phones or tablet computers targeted for consumer end users.
+The aforementioned shall not prohibit Licensee from using Licensed Software for
+the purpose of creating Applications for any devices, including mobile phones
+and tablet computers. Notwithstanding anything contrary to this Agreement, it is
+expressly acknowledged and understood by Licensee, that Nokia shall hereby be
+named as a third party beneficiary under this Agreement with respect to this
+Section 5.3. Therefore, Nokia shall have the same rights as The Qt Company under
+this Agreement with respect to this Section 5.3, and shall be entitled to
+exercise such rights independent from The Qt Company. The licenses granted in
+this Section 5 by The Qt Company to Licensee are subject to Licensee's
+compliance with Section 8 of this Agreement.
+
+6. VERIFICATION The Qt Company or a certified auditor on The Qt Company's
+behalf, may, upon its reasonable request and at its expense, audit Licensee with
+respect to the use of the Licensed Software. Such audit may be conducted by
+mail, electronic means or through an in-person visit to Licensee's place of
+business. Any such in-person audit shall be conducted during regular business
+hours at Licensee's facilities and shall not unreasonably interfere with
+Licensee's business activities. The Qt Company will not remove, copy, or
+redistribute any electronic material during the course of an audit. If an audit
+reveals that Licensee is using the Licensed Software in a way that is in
+material violation of the terms of the Agreement, then Licensee shall pay The Qt
+Company's reasonable costs of conducting the audit. In the case of a material
+violation, Licensee agrees to pay The Qt Company any amounts owing that are
+attributable to the unauthorized use. Alternatively, The Qt Company reserves the
+right, at The Qt Company's sole option, to terminate the licenses for the
+Licensed Software.
+
+7. THIRD PARTY SOFTWARE The Licensed Software may provide links to third party
+libraries or code (collectively "Third Party Software") to implement various
+functions. Third Party Software does not comprise part of the Licensed Software.
+In some cases, access to Third Party Software may be included along with the
+Licensed Software delivery as a convenience for development and testing only.
+Such source code and libraries may be listed in the ".../src/3rdparty" source
+tree delivered with the Licensed Software or documented in the Licensed Software
+where the Third Party Software is used, as may be amended from time to time, do
+not comprise the Licensed Software. Licensee acknowledges (i) that some part of
+Third Party Software may require additional licensing of copyright and patents
+from the owners of such, and (ii) that distribution of any of the Licensed
+Software referencing any portion of a Third Party Software may require
+appropriate licensing from such third parties.
+
+8. CONDITIONS FOR CREATING APPLICATIONS The licenses granted in this Agreement
+for Licensee to create, modify and distribute Applications is subject to all of
+the following conditions: (i) all copies of the Applications Licensee creates
+must bear a valid copyright notice either Licensee's own or the copyright notice
+that appears on the Licensed Software; (ii) Licensee may not remove or alter any
+copyright, trademark or other proprietary rights notice contained in any portion
+of the Licensed Software including but not limited to the About Boxes; (iii)
+Licensee will indemnify and hold The Qt Company, its Affiliates, contractors,
+and its suppliers, harmless from and against any claims or liabilities arising
+out of the use, reproduction or distribution of Applications; (iv) Applications
+must be developed using a licensed, registered copy of the Licensed Software;
+(v) Applications must add primary and substantial functionality to the Licensed
+Software; (vi) Applications may not pass on functionality which in any way makes
+it possible for others to create software with the Licensed Software; however
+Licensee may use the Licensed Software's scripting and QML ("Qt Quick")
+functionality solely in order to enable scripting, themes and styles that
+augment the functionality and appearance of the Application(s) without adding
+primary and substantial functionality to the Application(s); (vii) Licensee may
+create Modified Software that breaks the source or binary compatibility with the
+Licensed Software. This includes, but is not limited to, changing the
+application programming interfaces ("API") by adding, changing or deleting any
+variable, method, or class signature in the Licensed Software, the inter-process
+QCop specification, and/or any inter-process protocols, services or standards in
+the Licensed Software libraries. To the extent that Licensee breaks source or
+binary compatibility with the Licensed Software, Licensee acknowledges that The
+Qt Company's ability to provide Support may be prevented or limited and
+Licensee's ability to make use of Updates may be restricted; (viii) Applications
+may not compete with the Licensed Software; (ix) Licensee may not use The Qt
+Company's or any of its suppliers' names, logos, or trademarks to market
+Applications, except to state that Licensee's Application(s) was developed using
+the Licensed Software; and (x) each Designated User creating the Application(s)
+needs to have a separate license for the Licensed Software. NOTE: If Licensee,
+or another third party, has, at any time, developed all (or any portions of) the
+Application(s) using an open source version of Qt licensed under the terms of
+the GNU Lesser General Public License, version 2.1 or later ("LGPL") or the GNU
+General Public License version 2.0 or later ("GPL"), Licensee may not combine
+such development work with the Licensed Software without an express written
+permission from The Qt Company, and must license such Application(s) (or any
+portions derived there from) under the terms of such applicable version of LGPL
+(Qt only) or GPL (Qt, Qtopia and Qt Extended) . Copies of the licenses referred
+to above are located at http://www.gnu.org/licenses/old-licenses/lgpl- 2.1.html,
+https://www.gnu.org/licenses/lgpl.html,
+http://www.fsf.org/licensing/licenses/info/GPLv2.html, and
+http://www.gnu.org/copyleft/gpl.html. 9. PRE-RELEASE CODE The Licensed Software
+may contain pre-release code and functionality marked or otherwise stated as
+"Technology Preview", "Alpha", "Beta" or similar. Such pre-release code may be
+present in order to provide experimental support for new platforms or
+preliminary version of new functionality. The pre-release code is not at the
+level of performance and compatibility of a final, generally available, product
+offering. The pre- release parts of the Licensed Software may not operate
+correctly and may be substantially modified prior to the first commercial
+product release, if any. The Qt Company is under no obligation to make
+pre-release code commercially available, or provide any Support or Updates
+relating thereto. The pre-release code must not be used for commercial purposes
+or in a live operating environment where it may be relied upon to perform in the
+same manner as a commercially released product or with data that has not been
+sufficiently backed up.
+
+10. LIMITED WARRANTY AND WARRANTY DISCLAIMER The Qt Company hereby represents
+and warrants with respect to the Licensed Software that it has the power and
+authority to grant the rights and licenses granted to Licensee under this
+Agreement. Except as set forth above, the Licensed Software is licensed to
+Licensee "as is". TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE QT
+COMPANY ON BEHALF OF ITSELF AND ITS LICENSORS, SUPPLIERS AND AFFILIATES,
+DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO,
+IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE
+AND NON-INFRINGEMENT WITH REGARD TO THE LICENSED SOFTWARE. THE QT COMPANY DOES
+NOT WARRANT THAT THE LICENSED SOFTWARE WILL SATISFY LICENSEE'S REQUIREMENTS OR
+THAT IT IS WITHOUT DEFECT OR ERROR OR THAT THE OPERATION THEREOF WILL BE
+UNINTERRUPTED. ALL USE OF AND RELIANCE ON THE LICENSED SOFTWARE IS AT THE SOLE
+RISK OF AND RESPONSIBILITY OF LICENSEE. 11. LIMITATION OF LIABILITY AND OTHER
+COVENANTS 11.1 Risk Allocation If, The Qt Company's warranty disclaimer
+notwithstanding, The Qt Company is held to be liable to Licensee whether in
+contract, tort, or any other legal theory, based on the Licensed Software, The
+Qt Company's entire liability to Licensee and Licensee's exclusive remedy shall
+be, at The Qt Company's option, either (a) return of the price Licensee paid for
+the Licensed Software, or (b) repair or replacement of the Licensed Software,
+provided Licensee returns all copies of the Licensed Software to The Qt Company
+as originally delivered to Licensee. EXCEPT FOR INJURY TO PERSONS OR IN CASES OF
+INTENTIONAL MISCONDUCT AND IN CASE OF THE LICENSEE WITH RESPECT TO AMOUNTS
+PAYABLE UNDER SECTION 14 OR LICENSEE'S MATERIAL BREACH OF THIS AGREEMENT AND TO
+THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE
+TO THE OTHER PARTY IN CONTRACT, TORT OR OTHERWISE, WHATEVER THE CAUSE THEREOF,
+FOR ANY LOSS OF PROFIT, LOSS OF DATA, LOSS OF BUSINESS OR GOODWILL OR ANY
+INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE COST, DAMAGES OR
+EXPENSE OF ANY KIND, HOWSOEVER ARISING UNDER OR IN CONNECTION WITH THIS
+AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LIABILITY FOR SUCH
+DAMAGE SHALL BE EXCLUDED, EVEN IF THE EXCLUSIVE REMEDIES PROVIDED FOR IN THIS
+AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE. EXCEPT FOR INJURY TO PERSONS OR IN
+CASES OF INTENTIONAL MISCONDUCT AND IN CASE OF THE LICENSEE WITH RESPECT TO
+AMOUNTS PAYABLE UNDER SECTION 14 OR LICENSEE'S MATERIAL BREACH OF THIS AGREEMENT
+AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY'S
+TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE AGGREGATE LICENSE FEES
+RECEIVED FROM LICENSEE FOR THE LICENSED SOFTWARE DURING THE PERIOD OF TWELVE
+(12) MONTHS IMMEDIATELY PRECEDING THE EVENT RESULTING IN SUCH LIABILITY. THE
+PROVISIONS OF THIS SECTION 11 ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN
+THE QT COMPANY AND LICENSEE AND THE PARTIES HAVE RELIED UPON THE LIMITATIONS SET
+FORTH HEREIN IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT 11.2 No Third
+Party Representations, Warranties or Transfers Licensee shall make no
+representations or warranties concerning the Licensed Software on behalf of The
+Qt Company, nor shall Licensee sell, transfer, publish, disclose, display or
+otherwise make available the Licensed Software, or copies thereof, to any third
+party except as specifically set forth herein or in another written agreement
+with The Qt Company. Any representation or warranty Licensee makes or purports
+to make on The Qt Company's behalf shall be void as to The Qt Company. 11.3
+Licensee´s Indemnification Licensee shall indemnify and hold harmless The Qt
+Company and its officers, directors, employees, representative, licensors, and
+suppliers from and against any claim, injury, judgment, settlement, loss or
+expense, including attorneys' fees, arising as a consequence of: (a) Licensee's
+breach of its warranties or any other provisions of this Agreement, including,
+but not limited to, (i) the failure of Licensee to comply with the provisions of
+this Section 11, (ii) any misrepresentations of Licensee in connection with The
+Qt Company or the Licensed Software, and (iii) any other wrongful conduct of
+Licensee, its employees, representatives, agents, or (b) the Device. 12.
+SUPPORT, UPDATES AND ONLINE SERVICES Licensee will be eligible to receive
+Support and Updates and to use the Online Services during the Initial Term, in
+accordance with The Qt Company's then current policies and procedures, if any.
+Such policies and procedures may be changed from time to time. Following the
+Initial Term, The Qt Company shall no longer make the Licensed Software,
+Support, Updates or Online Services available to Licensee unless Licensee
+purchases additional Support, Updates and Online Services according to this
+Section 12 below. Licensee shall be responsible for providing service and
+support to Licensee's Customers with respect to the Licensed Software. Licensee,
+as appropriate, shall inform Licensee's Customers that all requests for support
+or service are to be made to Licensee, and not to The Qt Company. Updates shall
+be considered to be Licensed Software and governed by this Agreement as such,
+unless The Qt Company designates that a different agreement shall govern.
+Licensee shall be responsible for distributing patches and fixes to Customers if
+and as The Qt Company reasonable requests. Licensee may purchase additional
+Support, Updates and Online Services following the Initial Term or the currently
+ongoing Renewal Term subject to The Qt Company's terms and conditions applicable
+at the time of renewal. 13. CONFIDENTIALITY Each party acknowledges that during
+the Initial Term of this Agreement it shall have access to information about the
+other party's business, business methods, business plans, customers, business
+relations, technology, and other information, including the terms of this
+Agreement, that is confidential and of great value to the other party, and the
+value of which would be significantly reduced if disclosed to third parties
+("Confidential Information"). Accordingly, when a party (the "Receiving Party")
+receives Confidential Information from another party (the "Disclosing Party"),
+the Receiving Party shall, and shall obligate its employees and agents and
+employees and agents of its Affiliates to: (i) maintain the Confidential
+Information in strict confidence; (ii) not disclose the Confidential Information
+to a third party without the Disclosing Party's prior written approval; and
+(iii) not, directly or indirectly, use the Confidential Information for any
+purpose other than for exercising its rights and fulfilling its responsibilities
+pursuant to this Agreement. Each party shall take reasonable measures to protect
+the Confidential Information of the other party, which measures shall not be
+less than the measures taken by such party to protect its own confidential and
+proprietary information. "Confidential Information" shall not include
+information that (a) is or becomes generally known to the public through no act
+or omission of the Receiving Party; (b) was in the Receiving Party's lawful
+possession prior to the disclosure hereunder and was not subject to limitations
+on disclosure or use; (c) is developed by employees of the Receiving Party or
+other persons working for the Receiving Party who have not had access to the
+Confidential Information of the Disclosing Party, as proven by the written
+records of the Receiving Party or by persons who have not had access to the
+Confidential Information of the Disclosing Party as proven by the written
+records of the Receiving Party; (d) is lawfully disclosed to the Receiving Party
+without restrictions, by a third party not under an obligation of
+confidentiality; or (e) the Receiving Party is legally compelled to disclose the
+information, in which case the Receiving Party shall assert the privileged and
+confidential nature of the information and cooperate fully with the Disclosing
+Party to protect against and prevent disclosure of any Confidential Information
+and to limit the scope of disclosure and the dissemination of disclosed
+Confidential Information by all legally available means. The obligations of the
+Receiving Party under this Section shall continue during the Initial Term and
+for a period of five (5) years after expiration or termination of this
+Agreement. To the extent that the terms of the Non-Disclosure Agreement between
+The Qt Company and Licensee conflict with the terms of this Section 13, this
+Section 13 shall be controlling over the terms of the Non-Disclosure Agreement.
+
+14 FEES, ORDERS, DELIVERY AND PAYMENT 14.1 DISTRIBUTION LICENSE FEES The
+Distribution License provided under Section 5.2b) is conditional on the Licensee
+purchasing the needed amount of Distribution Licenses separately from The Qt
+Company before distributing Devices to Customers. Distribution licenses are sold
+in License Packs subject to a fee. The License Fee for a Distribution License
+purchased by Licensee cannot be refunded or claimed as a credit, even on the
+ground that it is not distributed, by sale or otherwise, from Licensee to
+Customers or for any other reason. Licensee will have an account of Distribution
+Licenses that will be applied to each copy of Licensed Software that is bundled
+or integrated with any of the Devices or that is distributed to Customers.
+Licensee may bundle, integrate and distribute copies of the Licensed Software so
+long as Licensee has Distribution Licenses paid for, but not yet used. Each time
+Licensee bundles, integrates or distributes a copy of Licensed Software, then
+one Distribution License is used, and Licensee's account of available
+Distribution Licenses is decreased accordingly. 14.2 DISTRIBUTION LICENSES
+ORDERED Licensee shall submit all purchase orders for Distribution Licenses to
+The Qt Company either by fax or mail or any other method acceptable to The Qt
+Company (each such order is referred to herein as a "Purchase Order"). If The Qt
+Company wishes to accept the Purchase Order, The Qt Company may then confirm and
+return the Purchase Order to Licensee, whereupon the Purchase Order shall become
+binding between the Parties. In the event of conflict or inconsistency between
+this Agreement and a Purchase Order, this Agreement shall control. 14.3 PAYMENT
+TERMS The Qt Company will submit an invoice to Licensee any time after The Qt
+Company receives a subsequent purchase order(s) from Licensee, and delivers the
+goods or services described in the Agreement or purchase order to Licensee.
+Licensee's payments for the Licensed Software and any other charges under this
+Agreement shall be paid by Licensee no later than thirty (30) days from the time
+The Qt Company mails its invoices to Licensee. A late payment charge of the
+lower of (a) one percent per month; or (b) the highest interest rate allowed by
+applicable law, shall be charged on unpaid balances that remain past due for
+more than thirty (30) days. The Qt Company shall have the right to suspend,
+terminate or withhold Distribution Licenses, License Certificates, deliveries
+and/or services should Licensee fail to make payment in a timely fashion.
+Licensee shall at all times maintain accurate and up-to-date written records of
+the number of copies of the Licensed Software that Licensee installs in each
+Device(s). 14.4 TAXES All amounts payable are gross amounts but exclusive of any
+value added tax, use tax, sales tax or similar tax. Licensee shall be entitled
+to withhold from payments any applicable withholding taxes and comply with all
+applicable tax and employment legislation. Each party shall pay all taxes
+(including, but not limited to, taxes based upon its income) or levies imposed
+on it under applicable laws, regulations and tax treaties as a result of this
+Agreement and any payments made hereunder (including those required to be
+withheld or deducted from payments). Each party shall furnish evidence of such
+paid taxes as is sufficient to enable the other party to obtain any credits
+available to it, including original withholding tax certificates. 15
+RECORD-KEEPING AND REPORTING OBLIGATIONS; AUDIT RIGHTS 15.1 LICENSEE'S
+RECORD-KEEPING Licensee shall at all times maintain accurate and up-to-date
+written records of Licensee's activities related to the Licensed Software and
+Distribution Licenses, including copying and distribution. The records shall be
+adequate to determine Licensee's compliance with the provisions of this
+Agreement and to demonstrate the number of Distribution Licenses of the Licensed
+Software distributed by Licensee. The records shall conform to good accounting
+practices commonly accepted in the industry and consistently applied. Licensee
+shall, within thirty (30) days from the end of each calendar quarter, deliver to
+The Qt Company a report detailing the number of copies of Licensed Software
+distributed by Licensee during that calendar quarter, and detailing also the
+number of undistributed copies of Licensed Software made by Licensee and
+remaining in its account (i.e., undistributed copies for which Distribution
+Licenses have been or need to be obtained from The Qt Company). Such report
+shall contain such other information as The Qt Company shall require from time
+to time. 15.2. THE QT COMPANY'S INSPECTION RIGHTS The Qt Company or an
+independent auditor on The Qt Company's behalf, may, upon at least five (5)
+business days' prior written notice and at its expense, audit Licensee with
+respect to the use of the Licensed, but not more frequently than once during
+each 6-month period. Such audit may be conducted by mail, electronic means or
+through an in-person visit to Licensee's place of business. Any such in-person
+audit shall be conducted during regular business hours at Licensee's facilities
+and shall not unreasonably interfere with Licensee's business activities. The Qt
+Company or the independent auditor shall be entitled to inspect Licensee's books
+and records that likely to contain information bearing on Licensee's compliance
+with this Agreement or the payments due to The Qt Company under this Agreement,
+including, but not limited to: assembly logs, sales records, distribution
+records ("Licensee's Records") The Qt Company shall not remove, copy, or
+redistribute any electronic material during the course of an audit. If an audit
+reveals that Licensee is using the Licensed Software in a way that is in
+material violation of the terms of the Agreement, then Licensee shall pay The Qt
+Company's reasonable costs of conducting the audit. In the case of a material
+violation, Licensee agrees to pay The Qt Company any amounts owing that are
+attributable to the unauthorized use. In the alternative, The Qt Company
+reserves the right, at The Qt Company's sole option, to terminate the licenses
+for the Licensed Software. 16. GENERAL PROVISIONS 16.1 Marketing The Qt Company
+may include Licensee's company name and logo in a publicly available list of The
+Qt Company customers and in its public communications.
+
+16.2 No Assignment Licensee shall not be entitled to assign or transfer all or
+any of its rights, benefits and obligations under this Agreement without the
+prior written consent of The Qt Company, which shall not be unreasonably
+withheld. The Qt Company shall be entitled to assign or transfer any of its
+rights, benefits or obligations under this Agreement on an unrestricted basis.
+
+16.3 Termination 16.3.1 Termination by The Qt Company The Qt Company shall have
+the right to terminate this Agreement upon thirty (30) days prior written notice
+if (i) the Licensee is in breach of any material obligation under this Agreement
+and the breaching Party fails to remedy such breach within such notice period;
+(ii) any Third Party Software license grant to The Qt Company terminates or
+expires; or (iii) Licensee or any of its Affiliates bring a suit before any
+court or administrative agency or otherwise assert a claim for infringement of
+Intellectual Property Rights owned or licensable by Licensee or its Affiliates
+against (a) The Qt Company or any of its Affiliates; or (b) any other recipient
+of a license from The Qt Company with respect to the Licensed Software; or (c)
+any contractor, customer or distributor of a Party listed above in a or b; where
+such suit or claim relates to the use of the Licensed Software. 16.3.2 Mutual
+right to Terminate Either party shall have the right to terminate this Agreement
+immediately upon written notice in the event that the other party becomes
+insolvent, files for any form of bankruptcy, makes any assignment for the
+benefit of creditors, has a receiver, administrative receiver or officer
+appointed over the whole or a substantial part of its assets, ceases to conduct
+business, or an act equivalent to any of the above occurs under the laws of the
+jurisdiction of the other party. 16.3.3 Parties´ Rights and Duties upon
+Termination 16.3.3.1 Licensed Software which has not been subject to
+Distribution Upon termination of the Licenses, Licensee shall cease using the
+Licensed Software and return to The Qt Company all copies of Licensed Software
+that were supplied by The Qt Company. All other copies of Licensed Software in
+the possession or control of Licensee must be erased or destroyed. An officer of
+Licensee must promptly deliver to The Qt Company a written confirmation that
+this has occurred. 16.3.3.2 Licensed Software which has been distributed in
+connection with Licensed Products Upon termination or expiration of this
+Agreement, the following rights granted hereunder, shall terminate, as follows:
+a) Licensee shall, within: (i) thirty (30) days if termination is based on
+Sections 16.3.1, 16.3.2, 15.2; or (ii) within six (6) months of the termination
+date, if termination is based on any other reason, discontinue all copying,
+embedding, production and distribution of any copies of the Licensed, and will
+cause any third parties who obtained from it the right to manufacture or
+distribution of copies of the Licensed Software to do likewise. b) Any
+termination of this Agreement shall not affect any rights of an end-user to use
+the Licensed Software. c) Licensee shall cease using the Licensed Software as
+provided for above, including without limitation all source code, master
+diskettes and tapes, user manuals for the Licensed Software and Documentation,
+and deliver such to The Qt Company and/or permanently destroy all copies of the
+Licensed Software and all materials relating to the Licensed Software, except
+that Licensee may retain and exploit only such copies of the Licensed Software
+as it may reasonably require in providing continued support to its end-user
+customers, and will certify that that is the case upon the request of the The Qt
+Company. 16.4 Surviving Sections Any terms and conditions that by their nature
+or otherwise reasonably should survive a cancellation or termination of this
+Agreement shall also be deemed to survive. The following Sections and
+Subsections of this Agreement shall survive its termination: 3, 10, 11, 13, 15,
+16.3, 16.9, but none of the licenses or rights granted to Licensee shall
+survive. Any obligation to make payment (including, without limitation, any
+obligation to pay License Fees, interest, and taxes) shall also survive
+termination of this Agreement and be paid in accordance with this Agreement.
+16.5 Entire Agreement This Agreement constitutes the complete agreement between
+the parties and supersedes all prior or contemporaneous discussions,
+representations, and proposals, written or oral, with respect to the subject
+matters discussed herein, with the exception of the non-disclosure agreement
+executed by the parties in connection with this Agreement ("Non-Disclosure
+Agreement"), if any, shall be subject to Section 13. No modification of this
+Agreement shall be effective unless contained in a writing executed by an
+authorized representative of each party. No term or condition contained in
+Licensee's purchase order shall apply unless expressly accepted by The Qt
+Company in writing. If any provision of the Agreement is found void or
+unenforceable, the remainder shall remain valid and enforceable according to its
+terms. If any remedy provided is determined to have failed for its essential
+purpose, all limitations of liability and exclusions of damages set forth in
+this Agreement shall remain in effect.
+
+16.6 Force Majeure Neither party shall be liable to the other for any delay or
+non-performance of its obligations hereunder other than the obligation of paying
+the license fees in the event and to the extent that such delay or non-
+performance is due to an event of Force Majeure (as defined below). If any event
+of Force Majeure results in a delay or non-performance of a party for a period
+of three (3) months or longer, then either party shall have the right to
+terminate this Agreement with immediate effect without any liability (except for
+the obligations of payment arising prior to the event of Force Majeure) towards
+the other party. A "Force Majeure" event shall mean an act of God, terrorist
+attack or other catastrophic event of nature that prevents either party for
+fulfilling its obligations under this Agreement.
+
+16.7 Notices Any notice given by one party to the other shall be deemed properly
+given and deemed received if specifically acknowledged by the receiving party in
+writing or when successfully delivered to the recipient by hand, fax, or special
+courier during normal business hours on a business day to the addresses
+specified below. Each communication and document made or delivered by one party
+to the other party pursuant to this Agreement shall be in the English language
+or accompanied by a translation thereof. Notices to The Qt Company shall be
+given to: The Qt Company Ltd Attn: Legal Valimotie 21 FI-00380 Helsinki Finland
+Fax: +358 10 313 3700 16.8 Export Control Licensee acknowledges that the
+Licensed Software may be subject to export control restrictions of various
+countries. Licensee shall fully comply with all applicable export license
+restrictions and requirements as well as with all laws and regulations relating
+to the importation of the Licensed Software and/or Modified Software and/or
+Applications and shall procure all necessary governmental authorizations,
+including without limitation, all necessary licenses, approvals, permissions or
+consents, where necessary for the re- exportation of the Licensed Software,
+Modified Software or Applications.
+
+16.9 Governing Law and Legal Venue This Agreement shall be construed and
+interpreted in accordance with the laws of Finland, excluding its choice of law
+provisions. Any disputes, controversy or claim arising out of or relating to
+this Agreement, or the breach, termination or validity thereof shall be shall be
+finally settled by arbitration in accordance with the Arbitration Rules of the
+Central Chamber of Commerce of Finland. The arbitration tribunal shall consist
+of one (1), or if either Party so requires, of three (3), arbitrators. The award
+shall be final and binding and enforceable in any court of competent
+jurisdiction. The arbitration shall be held in Helsinki, Finland and the process
+shall be conducted in the English language.
+
+16.10 No Implied License There are no implied licenses or other implied rights
+granted under this Agreement, and all rights, save for those expressly granted
+hereunder, shall remain with The Qt Company and its licensors. In addition, no
+licenses or immunities are granted to the combination of the Licensed Software
+and/or Modified Software, as applicable, with any other software or hardware not
+delivered by The Qt Company under this Agreement.
+
+Appendix 1: Licensed Software
+
+1. Parts of the Licensed Software that are permitted for distribution
+("Redistributables") - The Licensed Software's essential and add-on libraries as
+listed in the License Certificate in object code form - The Licensed Software's
+configuration tool ("qtconfig") - The Licensed Software's help tool in object
+code/executable form ("Qt Assistant") - The Licensed Software's
+internationalization tools in object code/executable form ("Qt Linguist",
+"lupdate", "lrelease") - The Licensed Software's designer tool ("Qt Designer")
+- The Licensed Software's IDE tool ("Qt Creator"), excluding any parts or
+plug-ins which are delivered to Licensee only in object code - The Licensed
+Software's QML ("Qt Quick") launcher tool ("qmlscene" and "qmlviewer") in object
+code/executable form - The Licensed Software's installer framework
+
+2. Parts of the Licensed Software that are not permitted for distribution
+without a separate SDK distribution license agreement include, but are not
+limited to - The Licensed Software's source code and header files - The Licensed
+Software's documentation - The Licensed Software's documentation generation tool
+("qdoc") - The Licensed Software's tool for writing makefiles ("qmake") - The
+Licensed Software's Meta Object Compiler ("moc") - The Licensed Software's User
+Interface Compiler ("uic" or in the case of Qt Jambi: "juic") - The Licensed
+Software's Resource Compiler ("rcc") - The Licensed Software's generator (only
+in the case of Qt Jambi if applicable) - The Licensed Software's parts of the
+IDE tool ("Qt Creator") that are delivered to Licensee only in object code - The
+Licensed Software's Emulator - Build scripts, recipes and other material for
+creating the configuration of Licensed Software and/or 3rd party components,
+including the reference operating system configuration delivered in conjunction
+with the Licensed Software
+
+Appendix 2: Distribution Licensing
+
+I - Definitions The terms used in this Appendix 3 shall have the same meaning as
+defined in the main part of the Agreement. "Sublicensed Software" shall mean the
+Licensed Software, which is sublicensed to end-users (Sublicensees) in
+accordance with Section 5.2 of the Agreement. "Sublicensee" shall mean the
+end-user to which the Sublicensed Software is licensed. "Sublicense" shall mean
+the license given by Licensee to Sublicensee in accordance with Section 5.2 of
+the Agreement and this Appendix 3. II - Sublicensing The sublicensing referred
+to in Section 5.2 of the Agreement must satisfy the criteria set forth under
+sections 1 - 11 below: 1. Source code. Only the object code of the Sublicensed
+Software may be sublicensed. Unless authorized in a separate agreement with The
+Qt Company, the source code may not be sublicensed. 2. End-User Documentation.
+Sublicensee may be given the right to use the end-user Documentation, provided
+that such rights are limited to use in connection with the Sublicensed Software.
+Whenever the context reasonably permits, any reference in this Appendix to
+Sublicensed Software shall also apply to the end-user Documentation. 3.
+Limitations on Numbers of Computers and Processors. The Sublicensee's right to
+use the Sublicensed Software must be limited so that each Sublicense can only be
+used on a single computer or processor within the possession and control of the
+Sublicensee. Each Sublicense may not withstanding the foregoing also cover
+additional computers or processors, but in such case, each additional computer
+or processor covered by the Sublicense shall require Licensee's purchase of one
+additional Distribution license from The Qt Company. 4. Limits on Use,
+Distribution and Derivative Works. The Sublicense and Sublicensee's rights must
+be limited to Sublicensee's internal use purposes only and must not include any
+license, right or authorization to distribute or disclose any copy or portion of
+the Sublicensed Software to any other person. Sublicensee must not be given the
+right to modify or create derivative works based on the Sublicensed Software,
+and it must be stated explicitly in the Sublicense that such modification or
+creation is prohibited.
+
+5. Copies. Sublicensee may be given the right to make copies of the Sublicensed
+Software, provided that any such copy: (a) is created as an essential step in
+the utilization of Sublicensed Software in accordance with the Sublicense, or
+(b) is only for archival purposes to back-up the licensed use of Sublicensed
+Software. Sublicensee may also be given the right to make copies of Sublicensed
+Software to the extent reasonably needed to exercise rights under the
+Sublicense. Sublicensee must be obliged under the Sublicense to make sure that
+all The Qt Company trademark, copyright and intellectual property notices are
+faithfully reproduced and included on copies made by Sublicensee. Sublicensee
+may be given the right to make copies of the Documentation, but only as
+reasonably needed to facilitate the use of Sublicensed Software. Sublicensee may
+not be given the right to make any other copies of Licensed Software or
+Documentation unless and except as permitted by The Qt Company in a separate,
+written agreement. 6. Other Versions and Updates. If Licensee is entitled to
+Updates in accordance with Section 12of the Agreement, such Updates may also be
+sublicensed, subject to the terms and conditions found in this Appendix 3. 7.
+Protection of Sublicensed Software. Except as expressly permitted in this
+Appendix 3 (or in another written agreement with The Qt Company), Sublicensee
+must not be given any rights to modify or create derivative works based on
+Sublicensed Software, or reproduce Sublicensed Software, or distribute any
+copies of Sublicensed Software, or disclose any Sublicensed Software to any
+third party, or decompile, disassemble or otherwise reverse engineer Sublicensed
+Software, or use any Sublicensed Software or information learned therefrom.
+Sublicensee must as part of the contractual terms in the Sublicense acknowledge
+that The Qt Company and its licensors own the copyrights and other intellectual
+property in and to the Sublicensed Software. 8. Disclaimers Of Warranties.
+Licensee may not give any warranties regarding the Sublicensed Software to
+Sublicensee on behalf of The Qt Company. 9. Responsibility of Sublicensee.
+Sublicensee shall, as part of the Sublicense, be made responsible for decisions
+made and actions taken based on Sublicensed Software. Sublicensee shall as part
+of the contractual terms of the Sublicense be made aware that the Sublicensed
+Software is not designed, intended or licensed for use in or with systems,
+devices or products intended for surgical implant into the body or other
+applications intended to support or sustain life or for any aviation or nuclear
+reactor application or any other application in which the software or its
+failure, malfunction or inadequacy could directly or indirectly cause or
+contribute to personal injury or death or significant property damage. It shall
+further be stated in the Sublicense that it is Sublicensee's responsibility to
+ascertain the suitability of Sublicensed Software for any situation or
+application. It shall also be stated that the Sublicense defines a mutually
+agreed-upon allocation of risk and the Sublicense fees reflect such allocation
+of risk. 10. Termination. Licensee shall, as part of the terms of the
+Sublicense, be entitled to terminate the Sublicense granted to Sublicensee if
+Sublicensee breaches terms and conditions set to comply with this Appendix 3.
+The Qt Company may instruct Licensee to terminate the Sublicense without undue
+delay if termination is warranted in accordance with the foregoing. Upon
+termination of the Sublicense, Sublicensee shall be obliged to immediately cease
+all use of Sublicensed Software and to destroy all copies of Sublicensed
+Software within the possession or control of Sublicensee. 11. Mandatory law. The
+requirements above shall not apply to the extent they contravene mandatory
+provisions of the law governing the Sublicense, but in such case, The Qt Company
+shall be notified about the changes.
+