Add marketplace license file

Pick-to: 5.15
Change-Id: I9eb96572194faf4d4839c9bc47f5daaa4da80c8d
Reviewed-by: Mitch Curtis <mitch.curtis@qt.io>

1 files changed, 716 insertions, 0 deletions

diff --git a/QT-MARKETPLACE-LICENSE-AGREEMENT b/QT-MARKETPLACE-LICENSE-AGREEMENT
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+QT MARKETPLACE LICENSE AGREEMENT
+
+Agreement version 1.0
+This Qt Marketplace License Agreement (“Agreement”) is a legal agreement for
+the licensing of Licensed Software (as defined below) between The Qt Company
+(as defined below) and the Licensee who has accepted the terms of this Agreement
+by downloading or using the Licensed Software.
+
+Capitalized terms used herein are defined in Section 1.
+
+WHEREAS:
+    (A) Licensee wishes to use the Licensed Software for the purpose of
+        developing and distributing Applications and/or Devices (each as defined
+        below); and
+    (B) The Qt Company is willing to grant the Licensee a right to use Licensed
+        Software for such a purpose pursuant to term and conditions of this
+        Agreement.
+
+NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:
+
+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 include the Redistributables, or part thereof.
+
+“Contractor(s)” shall mean third party consultants, distributors and contractors
+performing services to the Licensee under applicable contractual arrangement.
+
+“Customer(s)” shall mean Licensee’s end users to whom Licensee, directly or
+indirectly, distributes copies of the Redistributables.
+
+“Data Protection Legislation” shall mean the General Data Protection Regulation
+(EU 2016/679) (GDPR) and any national implementing laws, regulations and
+secondary legislation, as may be amended or updated from time to time, as well
+as any other data protection laws or regulations applicable in relevant
+territory.
+
+“Deployment Platforms” shall mean operating systems and/or hardware specified in
+the Product Description, on which the Redistributables can be distributed
+pursuant to the terms and conditions of this Agreement.
+
+“Designated User(s)” shall mean the employee(s) of Licensee or Licensee’s
+Affiliates acting within the scope of their employment or Licensee's Contractors
+acting within the scope of their services for Licensee and on behalf of
+Licensee.
+
+“Development License” shall mean the license needed by the Licensee for each
+Designated User to use the Licensed Software under the license grant described
+in Section 3.1 of this Agreement.
+
+“Development Platforms” shall mean those operating systems specified in the
+Product Description, in which the Licensed Software can be used under the
+Development License.
+
+“Devices” shall mean hardware devices or products that 1) are manufactured and
+or distributed by the Licensee or its Affiliates or Contractors, and (2)(i)
+incorporate or integrate the Redistributables or parts thereof; or (ii) where
+the main user interface or substantial functionality of such unit , when used by
+a Customer, is provided by Application(s) or otherwise depends on the Licensed
+Software, regardless of whether the Redistributables are distributed together
+with the hardware or not.
+
+“Distribution License(s)” shall mean the license required for any kind of sale,
+trade, exchange, loan, lease, rental or other distribution by or on behalf of
+Licensee to a third party of Redistributables under this Agreement.
+
+“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, copyrights, trademarks, service
+marks, trade names, logos or other words or symbols and any other form of
+statutory protection of any kind and applications for any of the foregoing as
+well as any trade secrets.
+
+“License Fee” shall mean the fee charged to the Licensee for rights granted
+under the terms of this Agreement.
+
+“License Term” shall mean the agreed validity period of the Development License
+during which time Licensee is entitled to use the Licensed Software.
+
+“Licensed Software” shall mean Qt modules and tools listed in Product
+Description, as well as corresponding online or electronic documentation,
+associated media and printed materials, including the source code (where
+applicable), example programs and the documentation, licensed to the Licensee
+under this Agreement. Licensed Software does not include Third Party Software
+(as defined in Section 4) or Open Source Qt. The Qt Company may, in the course
+of its development activities, at its free and absolute discretion and without
+any obligation to send or publish any notifications to the Licensee or in
+general, make changes, additions or deletions in the components and
+functionalities of the Licensed Software, provided that no such changes,
+additions or deletions will affect the already released version of the Licensed
+Software, but only upcoming version(s).
+
+“Licensee” shall mean the individual or legal entity that is party to this
+Agreement, as identified on the signature page hereof.
+
+“Licensee’s Records” shall mean books and records that are likely to contain
+information bearing on Licensee’s compliance with this Agreement, Licensee’s use
+of Open Source Qt and/or the payments due to The Qt Company under this
+Agreement, including, but not limited to user information, assembly logs, sales
+records and distribution records.
+
+“Modified Software” shall have the meaning as set forth in Section 2.3.
+
+“Online Services” shall mean any services or access to systems made available by
+The Qt Company to the Licensee over the Internet relating to the Licensed
+Software or for the purpose of use by the Licensee of the Licensed Software or
+Support. Use of any such Online Services is discretionary for the Licensee and
+some of them may be subject to additional fees.
+
+“Open Source Qt” shall mean the non-commercial Qt computer software products,
+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”). For clarity, Open Source Qt shall not be provided nor governed under
+this Agreement.
+
+“Party” or “Parties” shall mean Licensee and/or The Qt Company.
+
+“Pre-Release Code” shall have the meaning as set forth in Section 5.
+
+“Product Description” shall mean documentation describing the Licensed Software
+as well as any possible preconditions, restrictions and other terms relating to
+use thereof by the Licensee under this Agreement.
+
+“Redistributables” shall mean the portions of the Licensed Software, if any,
+that may be distributed pursuant to the terms of a separate license agreement
+between the Licensee and The Qt Company in object code form only, including any
+relevant documentation. Where relevant, any reference to Licensed Software in
+this Agreement shall include and refer also to Redistributables.
+
+“Renewal Term” shall mean an extension of previous License Term as agreed
+between the Parties.
+
+“Submitted Modified Software” shall have the meaning as set forth in Section
+2.3.
+
+“Support” shall mean standard developer support that is provided by The Qt
+Company to assist Licensee in using the Licensed Software in accordance with The
+Qt Company’s standard support terms available at https://www.qt.io/terms
+conditions/ and as further defined in Section 8 hereunder.
+
+“Taxes” shall have the meaning set forth in Section 10.2.
+
+“Term” shall have the meaning set forth in Section 12.
+
+“The Qt Company” shall mean:
+          The Qt Company Ltd., a Finnish company with its registered office at
+          Bertel Jungin aukio D3A, 02600 Espoo, Finland.
+
+“Third-Party Software“ shall have the meaning set forth in Section 4.
+
+“Updates” shall mean a release or version of the Licensed Software containing
+bug fixes, error corrections and other changes that are generally made available
+to users of the Licensed Software that have contracted for Support. Updates are
+generally depicted as a change to the digits following the decimal in the
+Licensed Software version number. The Qt Company shall make Updates available to
+the Licensee under the Support. Updates shall be considered as part of the
+Licensed Software hereunder.
+
+“Upgrades” shall mean a release or version of the Licensed Software containing
+enhancements and new features and are generally depicted as a change to the
+first digit of the Licensed Software version number. In the event Upgrades are
+provided to the Licensee under this Agreement, they shall be considered as part
+of the Licensed Software hereunder.
+
+2. OWNERSHIP
+
+2.1. Ownership of The Qt Company
+
+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.
+
+All of The Qt Company's Intellectual Property Rights are and shall remain the
+exclusive property of The Qt Company or its licensors respectively.
+
+2.2. Ownership of Licensee
+
+All the Licensee's Intellectual Property Rights are and shall remain the
+exclusive property of the Licensee or its licensors respectively.
+All Intellectual Property Rights to the Modified Software, Applications and
+Devices shall remain with the Licensee and no rights thereto shall be granted by
+the Licensee to The Qt Company under this Agreement (except as set forth in
+Section 2.3 below).
+
+2.3. Modified Software
+
+Licensee may create bug-fixes, error corrections, patches or modifications to
+the Licensed Software (“Modified Software”). Such Modified Software may break
+the source or binary compatibility with the Licensed Software (including without
+limitation through changing the application programming interfaces ("API") or by
+adding, changing or deleting any variable, method, or class signature in the
+Licensed Software and/or any inter-process protocols, services or standards in
+the Licensed Software libraries). To the extent that Licensee’s Modified
+Software so 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.
+
+Licensee may, at its sole and absolute discretion, choose to submit Modified
+Software to The Qt Company (“Submitted Modified Software”) in connection with
+Licensee’s Support request, service request or otherwise. In the event Licensee
+does so, then, Licensee hereby grants The Qt Company a sublicensable,
+assignable, irrevocable, perpetual, worldwide, non-exclusive, royalty-free and
+fully paid-up license, under all of Licensee’s Intellectual Property Rights, to
+reproduce, adapt, translate, modify, and prepare derivative works of, publicly
+display, publicly perform, sublicense, make available and distribute such
+Submitted Modified Software as The Qt Company sees fit at its free and absolute
+discretion.
+
+3. LICENSES GRANTED
+
+3.1. Development with Licensed Software
+
+Subject to the terms of this Agreement, The Qt Company grants to Licensee a
+worldwide, non-exclusive, non-transferable license, valid for the License Term,
+to use, modify and copy the Licensed Software by Designated Users on the
+Development Platforms for the sole purposes of designing, developing,
+demonstrating and testing Application(s) and/or Devices, and to provide thereto
+related support and other related services to end-user Customers.
+Licensee may install copies of the Licensed Software on five (5) computers per
+Designated User, provided that only the Designated Users who have a valid
+Development License may use the Licensed Software.
+
+Upon expiry of the initially agreed License Term, the respective License Terms
+shall be automatically extended to one or more Renewal Term(s), unless and until
+either Party notifies the other Party that it does not wish to continue the
+License Term, such notification to be provided to the other Party before expiry
+of the respective License Term.
+
+Any such Renewal Term shall be subject to License Fees agreed between the
+Parties or, if no advance agreement exists, subject to The Qt Company’s standard
+pricing applicable at the commencement date of any such Renewal Term.
+
+Any price or other term specified for a Renewal Term shall be valid only for the
+specified time.
+
+3.2. Distribution of Redistributables
+
+Subject to the terms of this Agreement, The Qt Company grants to Licensee a
+worldwide, non-exclusive, non-transferable, royalty-free, revocable (for cause
+pursuant to this Agreement) right and license, valid for the Term, to
+
+    (i)    distribute, by itself or through its Contractors, Redistributables as
+           installed, incorporated or integrated into Applications and/or
+           Devices for execution on the Deployment Platforms, and
+    (ii)   grant sublicenses to Redistributables, as distributed hereunder, for
+           Customers solely for Customer’s internal use and to the extent
+           necessary in order for the Customers to use the Applications and/or
+           Devices for their respective intended purposes.
+
+3.3. Further Requirements
+
+The licenses granted above in this Section 3 by The Qt Company to Licensee are
+conditional and subject to Licensee's compliance with the following terms:
+
+    (i)    Licensee shall not remove or alter any copyright, trademark or other
+           proprietary rights notice(s) contained in any portion of the Licensed
+           Software;
+    (ii)   Applications must add primary and substantial functionality to the
+           Licensed Software so as not to compete with the Licensed Software;
+    (iii)  Applications may not pass on functionality which in any way makes it
+           possible for others to create software with the Licensed Software;
+           provided however that 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);
+    (iv)   Licensee shall not use Licensed Software in any manner or for any
+           purpose that infringes, misappropriates or otherwise violates any
+           Intellectual property or right of any third party, or that violates
+           any applicable law;
+    (v)    Licensee shall not use The Qt Company's or any of its suppliers'
+           names, logos, or trademarks to market Applications, except that
+           Licensee may use “Built with Qt” logo to indicate that Application(s)
+           was developed using the Licensed Software;
+    (vi)   Licensee shall not distribute, sublicense or disclose source code of
+           Licensed Software to any third party (provided however that Licensee
+           may appoint employee(s) of Contractors as Designated Users to use
+           Licensed Software pursuant to this Agreement).;
+    (vii)  Licensee shall not grant the Customers a right to (i) make copies of
+           the Redistributables except when and to the extent required to use
+           the Applications and/or Devices for their intended purpose, (ii)
+           modify the Redistributables or create derivative works thereof, (iii)
+           decompile, disassemble or otherwise reverse engineer
+           Redistributables, or (iv) redistribute any copy or portion of the
+           Redistributables to any third party, except as part of the onward
+           sale of the Device on which the Redistributables are installed;
+    (viii) Use of Licensed Software may be subject to or dependent on certain
+           additional hardware and/or software requirements as set forth in
+           Product Description. Licensee shall strictly comply with any such
+           preconditions or restrictions relating to use of Licensed Software
+           specified in the Product Description;
+    (ix)   Licensee shall cause all of its Affiliates and Contractors entitled
+           to make use of the licenses granted under this Agreement, to be
+           contractually bound to comply with the relevant terms of this
+           Agreement and not to use the Licensed Software beyond the terms
+           hereof and for any purposes other than operating within the scope of
+           their services for Licensee. Licensee shall be responsible for any
+           and all actions and omissions of its Affiliates and Contractors
+           relating to the Licensed Software and use thereof (including but not
+           limited to payment of all applicable License Fees);
+    (x)    Except when and to the extent explicitly provided in this Section 3,
+           Licensee shall not transfer, publish, disclose, display or otherwise
+           make available the Licensed Software; and
+    (xi)   Licensee shall not attempt or enlist a third party to conduct or
+           attempt to conduct any of the above.
+
+Above terms shall not be applicable if and to the extent they conflict with any
+mandatory provisions of any applicable laws.
+
+Any use of Licensed Software beyond the provisions of this Agreement is strictly
+prohibited and requires an additional license from The Qt Company.
+
+4. 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 with the Licensed Software. Such Third
+Party Software will be listed in the ".../src/3rdparty" source tree delivered
+with the Licensed Software or documented in the Licensed Software, as such may be
+amended from time to time. Licensee acknowledges that use or distribution of
+Third-Party Software is in all respects subject to applicable license terms of
+applicable third-party right holders.
+
+5. PRE-RELEASE CODE
+
+The Licensed Software may contain pre-release code and functionality, or sample
+code marked or otherwise stated with appropriate designation such as “Technology
+Preview”, “Alpha”, “Beta”, “Sample” etc. (“Pre-Release Code”).
+
+Such Pre-Release Code may be present complimentary for the Licensee, in order to
+provide experimental support or information for new platforms or preliminary
+versions of one or more new functionalities or for other similar reasons. The
+Pre-Release Code may not be at the level of performance and compatibility of a
+final, generally available, product offering.  The Pre-Release Code may not
+operate correctly, may contain errors and may be substantially modified by The Qt
+Company 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 Qt Company assumes no liability
+whatsoever regarding any Pre-Release Code, but any use thereof is exclusively at
+Licensee’s own risk and expense.
+
+For clarity, unless Licensed Software specifies different license terms for the
+respective Pre-Release Code, the Licensee is entitled to use such pre-release
+code pursuant to Section 3, just like other Licensed Software.
+
+6. LIMITED WARRANTY AND WARRANTY DISCLAIMER
+
+The Qt Company hereby represents and warrants 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"
+and Licensee’s exclusive remedy and The Qt Company’s entire liability for errors
+in the Licensed Software shall be limited, at The Qt Company’s option, to
+correction of the error, replacement of the Licensed Software or return of the
+applicable fees paid for the defective Licensed Software for the time period
+during which the License is not able to utilize the Licensed Software under the
+terms of this Agreement.
+
+TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE QT COMPANY ON BEHALF OF
+ITSELF AND ITS LICENSORS, SUPPLIERS AND AFFILIATES, DISCLAIMS ALL OTHER
+WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY 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 WILL OPERATE WITHOUT DEFECT OR ERROR OR THAT THE OPERATION THEREOF WILL BE
+UNINTERRUPTED.
+
+7. INDEMNIFICATION AND LIMITATION OF LIABILITY
+
+7.1. Limitation of Liability
+
+EXCEPT FOR (I) CASES OF GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT,  AND (II)
+BREACH OF CONFIDENTIALITY, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO
+EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOSS OF PROFIT,
+LOSS OF DATA, LOSS OF BUSINESS OR GOODWILL OR ANY OTHER INDIRECT, SPECIAL,
+CONSEQUENTIAL, INCIDENTAL OR PUNITIVE COST, DAMAGES OR EXPENSE OF ANY KIND,
+HOWSOEVER ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT.
+EXCEPT FOR (I) CASES OF GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, AND (II)
+BREACH OF CONFIDENTIALITY, 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 PAID OR PAYABLE TO THE QT COMPANY FROM LICENSEE
+DURING THE PERIOD OF TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT
+RESULTING IN SUCH LIABILITY.
+
+THE PROVISIONS OF THIS SECTION 7 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.
+
+NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, LICENSEE SHALL
+ALWAYS BE LIABLE TO PAY THE APPLICABLE LICENSE FEES CORRESPONDING TO ITS ACTUAL
+USE OF LICENSED SOFTWARE.
+
+8. SUPPORT, UPDATES AND ONLINE SERVICES
+
+Upon due payment of the agreed License Fees the Licensee will be eligible to
+receive Support and Updates and to use the Online Services during the License
+Term, when and to the extent Support, Updates and/or Online Services are
+available for the Licensed Software, as specified in the Product Description.
+
+Unless otherwise decided by The Company at its free and absolute discretion,
+Upgrades will not be included in the Support but may be available subject to
+additional fees.
+
+From time to time The Qt Company may change the Support terms, provided that
+during the respective ongoing License Term the level of Support provided by The
+Qt Company may not be reduced without the consent of the Licensee.
+
+Unless otherwise agreed, The Qt Company shall not be responsible for providing
+any service or support to Customers.
+
+9. CONFIDENTIALITY
+
+Each Party acknowledges that during the Term of this Agreement each Party may
+receive 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 the other
+Party (the “Disclosing Party”), the Receiving Party shall only disclose such
+information to employees and Contractors on a need to know basis, and shall
+cause its employees and employees of its Affiliates to: (i) maintain any and all
+Confidential Information in 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.
+
+Obligation of confidentiality shall not apply to information that (i) is or
+becomes generally known to the public through no act or omission of the
+Receiving Party; (ii) was in the Receiving Party's lawful possession prior to
+the disclosure hereunder and was not subject to limitations on disclosure or
+use; (iii) is developed independently by employees or Contractors 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; (iv) is lawfully disclosed to the
+Receiving Party without restrictions, by a third party not under an obligation
+of confidentiality; or (v) the Receiving Party is legally compelled to disclose,
+in which case the Receiving Party shall notify the Disclosing Party of such
+compelled disclosure and assert the privileged and confidential nature of the
+information and cooperate fully with the Disclosing Party to limit the scope of
+disclosure and the dissemination of disclosed Confidential Information to the
+minimum extent necessary.
+
+The obligations under this Section 9 shall continue to remain in force for a
+period of five (5) years after the last disclosure, and, with respect to trade
+secrets, for so long as such trade secrets are protected under applicable trade
+secret laws.
+
+10. FEES, DELIVERY AND PAYMENT
+
+10.1. License Fees
+
+License Fees are charged in connection with completed purchase of the Licensed
+Software unless Product Description provides a possibility to pay against an
+invoice.  In case of payment against invoice, payments are due 30 days from the
+date of invoice and late payment carries interest pursuant to seven (7) percent
+per annum.
+
+The License Fees shall not be refunded or claimed as a credit in any event or
+for any reason whatsoever.
+
+10.2. Taxes
+
+All License Fees and other charges payable hereunder are gross amounts but
+exclusive of any value added tax, use tax, sales tax, withholding tax and other
+taxes, duties or tariffs (“Taxes”) levied directly for the sale, delivery or use
+of Licensed Software hereunder pursuant to any applicable law.
+
+11. RECORD-KEEPING AND REPORTING OBLIGATIONS; AUDIT RIGHTS
+
+11.1. Licensee’s Record-keeping
+
+Licensee shall at all times during the Term of this Agreement and for a period
+of seven (7) years thereafter maintain Licensee’s Records in an accurate and up
+to-date form.  Licensee’s Records shall be adequate to reasonably enable The Qt
+Company to determine Licensee’s compliance with the provisions of this
+Agreement. The records shall conform to general good accounting practices.
+Licensee shall, within thirty (30) days from receiving The Qt Company’s request
+to that effect, deliver to The Qt Company a report based on Licensee’s Records,
+such report to contain information, in sufficient detail, on (i) number and
+identity of users working with Licensed Software or Open Source Qt, and (ii) any
+other information as The Qt Company may reasonably require from time to time.
+
+11.2. The Qt Company’s Audit Rights
+
+The Qt Company or an independent auditor acting on behalf of The Qt Company’s,
+may, upon at least five (5) business days’ prior written notice and at its
+expense, audit Licensee with respect to the Licensee’s use of the Licensed
+Software, 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 acting on behalf of The Qt Company shall be entitled to
+inspect Licensee’s Records and conduct necessary interviews of Licensee’s
+relevant employees and Contractors. All such Licensee’s Records and use thereof
+shall be subject to an obligation of confidentiality under this Agreement.
+
+If an audit reveals that Licensee is using the Licensed Software beyond scope of
+the licenses Licensee has paid for, Licensee agrees to pay The Qt Company any
+amounts owed for such unauthorized use within 30 days from receipt of the
+corresponding invoice from The Qt Company.
+
+In addition, in the event the audit reveals a material violation of the terms of
+this Agreement (without limitation, underpayment of more than 10 % of License
+Fees  shall be deemed a material violation for purposes of this section), then
+the Licensee shall pay The Qt Company's reasonable cost of conducting such
+audit.
+
+12. TERM AND TERMINATION
+
+12.1. Agreement Term
+
+This Agreement shall enter into force upon due acceptance by both Parties and
+remain in force for as long as there is any Development License(s) purchased
+under this Agreement in force (“Term”), unless and until terminated pursuant to
+the terms of this Section 12.
+
+12.2. Termination and suspension of rights
+
+The Qt Company is entitled to terminate the Agreement forthwith in the event
+Licensee commits a breach of any terms of this Agreement.
+Instead of termination, The Qt Company shall have the right to suspend or
+withhold grants of all rights to the Licensed Software hereunder, including but
+not limited to the Development Licenses, Distribution License, and Support,
+should Licensee fail to make payment in timely fashion or otherwise violates or
+is reasonably suspected to violate its obligations or terms of this Agreement,
+and where such violation or breach is not cured within five (5) business days
+following The Qt Company’s written notice thereof.
+
+12.3. 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.
+
+12.4. Parties´ Rights and Duties upon Termination
+
+Upon expiry or termination of the Agreement, Licensee shall cease using the
+Licensed Software and distribution of the Redistributables under this Agreement.
+
+Notwithstanding the above, in the event the Agreement expires or is terminatedas
+a result of The Qt Company choosing not to renew the Development License(s) as
+set forth in Section 3.1, then all valid licenses possessed by the Licensee at
+such date shall be extended to be valid in perpetuity under the terms of this
+Agreement.
+
+Upon any such termination the Licensee shall destroy or return to The Qt Company
+all copies of the Licensed Software and all related materials and will certify
+the same to The Qt Company upon its request, provided however that Licensee may
+retain and exploit such copies of the Licensed Software as it may reasonably
+require in providing continued support to Customers.
+
+Expiry or termination of this Agreement for any reason whatsoever shall not
+relieve Licensee of its obligation to pay any License Fees accrued or payable to
+The Qt Company prior to the effective date of termination, and Licensee shall
+immediately pay to The Qt Company all such fees upon the effective date of
+termination. Termination of this Agreement shall not affect any rights of
+Customers to continue use of Applications and Devices (and therein incorporated
+Redistributables).
+
+12.5. Extension in case of bankruptcy
+
+In the event The Qt Company is declared bankrupt under a final, non-cancellable
+decision by relevant court of law, and this Agreement is not, at the date of
+expiry of the Development License(s) pursuant to Section 3.1, assigned to party,
+who has assumed The Qt Company’s position as a legitimate licensor of Licensed
+Software under this Agreement, then all valid licenses possessed by the Licensee
+at such date of expiry, and which the Licensee has not notified for expiry,
+shall be extended to be valid in perpetuity under the terms of this Agreement.
+
+13. 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. The United Nations Convention
+on Contracts for the International Sale of Goods will not apply to this
+Agreement. Any disputes, controversy or claim arising out of or relating to this
+Agreement, or the breach, termination or validity thereof shall be finally
+settled by arbitration in accordance with the Arbitration Rules of Finland
+Chamber of Commerce. 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. This Section shall not preclude parties from
+seeking provisional remedies in aid of arbitration from a court of appropriate
+jurisdiction.
+
+14. GENERAL PROVISIONS
+
+14.1. No Assignment
+
+Except in the case of a merger or sale of substantially all of its corporate
+assets, 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 or delayed.
+The Qt Company shall be entitled to freely assign or transfer any of its rights,
+benefits or obligations under this Agreement.
+
+14.2. No Third-Party Representations
+
+Licensee shall make no representations or warranties concerning the Licensed
+Software on behalf of 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.
+
+14.3. Surviving Sections
+
+Any terms and conditions that by their nature or otherwise reasonably should
+survive termination of this Agreement shall so be deemed to survive. Such
+sections include especially the following: 1, 2, 6, 7, 9, 11, 12.4, 13 and 14.
+
+14.4. Entire Agreement
+
+This Agreement and the exhibits hereto, constitute 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.
+
+14.5. Modifications
+
+From time to time The Qt Company may change the terms of this Agreement by
+publishing new terms on the Marketplace and without any further notification to
+the Licensee, provided that no such change shall enter into force during any
+ongoing License Term. Upon becoming effective, changed terms shall apply to all
+Designated Users and their use of Licensed Software.
+
+14.6. Force Majeure
+
+Except for the payment obligations hereunder, neither Party shall be liable to
+the other for any delay or non-performance of its obligations hereunder in the
+event and to the extent that such delay or non-performance is due to an event of
+act of God, terrorist attack or other similar unforeseeable catastrophic event
+that prevents either Party for fulfilling its obligations under this Agreement
+and which such Party cannot avoid or circumvent (“Force Majeure Event”). If the
+Force Majeure Event 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.
+
+14.7. 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 for
+each Party on the signature page. Each communication and document made or
+delivered by one Party to the other Party pursuant to this Agreement shall be in
+the English language.
+
+14.8. Export Control
+
+Licensee acknowledges that the Redistributables, as incorporated in Applications
+or Devices, may be subject to export control restrictions under the applicable
+laws of respective countries. Licensee shall fully comply with all applicable
+export license restrictions and requirements as well as with all laws and
+regulations relating to the Redistributables and exercise of licenses hereunder
+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 Redistributables, Applications and/or
+Devices.
+
+14.9. 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 with any
+other software or hardware not delivered by The Qt Company under this Agreement.
+
+14.10. Attorney Fees
+
+The prevailing Party in any action to enforce this Agreement shall be entitled
+to recover its attorney’s fees and costs in connection with such action.
+
+14.11. Privacy
+
+Licensee acknowledges and agrees that for the purpose of this Agreement, The Qt
+Company may collect, use, transfer and disclose personal data pertaining to
+Designated Users as well as any other employees and directors of the Licensee
+and its Contractors relevant for carrying out the intent of this Agreement. Such
+personal data may be collected from the Licensee or directly from the relevant
+individuals. The Parties acknowledge that with regard to such personal data
+processed hereunder, The Qt Company shall be regarded as the Data Controller
+under the applicable Data Protection Legislation. The Qt Company shall process
+any such personal data in accordance with its privacy policies and practices,
+which will comply with all applicable requirements of the Data Protection
+Legislation.
+
+14.12. Severability
+
+If any provision of this Agreement shall be adjudged by any court of competent
+jurisdiction to be unenforceable or invalid, that provision shall be limited or
+eliminated to the minimum extent necessary so that this Agreement shall
+otherwise remain in full force and effect and enforceable.
+
+