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diff --git a/QT-MARKETPLACE-LICENSE-AGREEMENT b/QT-MARKETPLACE-LICENSE-AGREEMENT new file mode 100644 index 0000000..202dcb4 --- /dev/null +++ b/QT-MARKETPLACE-LICENSE-AGREEMENT @@ -0,0 +1,716 @@ +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. + + |