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-QT LICENSE AGREEMENT
-Agreement version 4.0
-
-This License Agreement ("Agreement") is a legal agreement between The Qt
-Company (as defined below) and the Licensee (as defined below) for the license
-of Licensed Software (as defined below). 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; and
-
-(B). The Qt Company is willing to grant the Licensee a right to use Licensed
-Software for such 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 may include the Redistributables, or part
-thereof.
-
-"Contractor(s)" shall mean third party consultants, distributors and
-contractors performing services to a Party under applicable contractual
-arrangement.
-
-"Customer(s)" shall mean Licensee's end users to whom Licensee, directly or
-indirectly, distributes copies of the Redistributables.
-
-"Deployment Platforms" shall mean operating systems specified in the License
-Certificate, in 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. Designated Users shall be named in the License Certificate.
-
-"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
-License Certificate, in which the Licensed Software can be used under the
-Development License, but not distributed in any form or used for any other
-purpose.
-
-"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)
-do not incorporate or integrate the Redistributables at the time of
-distribution, but where, when used by a Customer, the main user interface or
-substantial functionality of such device is provided by Application(s) or
-otherwise depends on the Licensed Software.
-
-"Distribution License(s)" shall mean the license required for distribution of
-Redistributables in connection with Devices pursuant to license grant described
-in Section 3.3 of this Agreement.
-
-"Distribution License Packs" shall mean set of prepaid Distribution Licenses
-for distribution of Redistributables, as defined in The Qt Company's standard
-price list, quote, Purchase Order confirmation or in an appendix hereto,
-as the case may be.
-
-"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 Certificate" shall mean a certificate generated by The Qt Company for
-each Designated User respectively upon them downloading the licensed Software.
-License Certificate will be available under respective Designated User's Qt
-Account at account.qt.io and it will specify the Designated User, the
-Development Platforms, Deployment Platforms and the License Term. The terms of
-the License Certificate are considered part of this Agreement and shall be
-updated from time to time to reflect any agreed changes to the foregoing terms
-relating to Designated User's rights to the Licensed Software.
-
-"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 of the respective Designated User, during which time the
-Designated User is entitled to use the Licensed Software, as set forth in the
-respective License Certificate.
-
-"Licensed Software" shall mean all versions of the
-
-(i) Qt Toolkit (including Qt Essentials, Qt Add-Ons and Value-Add modules) as
-described in http://doc.qt.io/qt-5/qtmodules.html,
-
-(ii) Qt Creator (including Creator IDE tool) as described in
-http://doc.qt.io/qtcreator/index.html,
-
-(iii) Qt 3D Studio as described in http://doc.qt.io/qt3dstudio/index.html, and
-
-as well as corresponding online or electronic documentation, associated media
-and printed materials, including the source code, 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), Open Source
-Qt, or other software products of The Qt Company (for example Qt Safe Renderer
-and Qt for Automation), unless such other software products of The Qt Company
-are separately agreed in writing to be included in scope of the Licensed
-Software.
-
-"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 or the
-payments due to The Qt Company under this Agreement, including, but not limited
-to: 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.
-
-"Redistributables" shall mean the portions of the Licensed Software set forth
-in Appendix 1, Section 1 that may be distributed pursuant to the terms of this
-Agreement 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 Designated Users in using the Licensed Software in
-accordance with The Qt Company's standard support terms and as further
-defined in Section 8 hereunder.
-
-"Taxes" shall have the meaning set forth in Section 10.5.
-
-"Term" shall have the meaning set forth in Section 12.
-
-"The Qt Company" shall mean:
-
-(i) in the event Licensee is an individual residing in the United States or a
-legal entity incorporated in the United States or having its headquarters in
-the United States, The Qt Company Inc., a Delaware corporation with its office
-at 2350 Mission College Blvd., Suite 1020, Santa Clara, CA 95054, USA.; or
-
-(ii) in the event the Licensee is an individual residing outside of the United
-States or a legal entity incorporated outside of the United States or having
-its registered office outside of the United States, 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 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
-personal, 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 an unlimited number of
-computers provided that (i) only the Designated Users may use the Licensed
-Software, and (ii) all Designated Users must have a valid Development License
-to use Licensed Software.
-
-Licensee may at any time designate another Designated User to replace a then-
-current Designated User by notifying The Qt Company in writing, provided that
-any Designated User may be replaced only once during any six-month period.
-
-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 in writing that it does not wish to
-continue the License Term, such notification to be provided to the other Party
-no less than ninety (90) days before expiry of the respective License Term.
-Unless otherwise agreed between the Parties, Renewal Term shall be of equal
-length with the initial 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.
-
-3.2 Distribution of Applications
-
-Subject to the terms of this Agreement, The Qt Company grants to Licensee a
-personal, worldwide, non-exclusive, non-transferable, 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 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 for their respective intended
-purposes.
-
-Right to distribute the Redistributables as part of an Application as provided
-herein is not royalty-bearing but is conditional upon the Licensee having paid
-the agreed Development Licenses from The Qt Company before distributing any
-Redistributables to Customers.
-
-3.3 Distribution of Devices
-
-Subject to the terms of this Agreement, The Qt Company grants to Licensee a
-personal, worldwide, non-exclusive, non-transferable, revocable (for cause
-pursuant to this Agreement) right and license, valid for the Term, to
-
-(i) distribute, by itself or through one or more tiers of Contractors,
-Redistributables as installed, incorporated or integrated, or intended to be
-installed, incorporated or integrated into 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 Devices for their respective intended
-purposes.
-
-Right to distribute the Redistributables with Devices as provided herein is
-conditional upon the Licensee having purchased and paid the appropriate amount
-of Development and Distribution Licenses from The Qt Company before
-distributing any Redistributables to Customers.
-
-3.4 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 contained in any portion of the Licensed Software;
-
-(ii) Applications must add primary and substantial functionality to 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) Applications must not compete with the Licensed Software;
-
-(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). Such right may be available for the
-Licensee subject to a separate software development kit ("SDK") license
-agreement to be concluded with The Qt Company;
-
-(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) Licensee shall not and shall cause that its Affiliates or Contractors
-shall not a) in any way combine, incorporate or integrate Licensed Software
-with, or use Licensed Software for creation of, any software created with or
-incorporating Open Source Qt, or b) incorporate or integrate Applications
-into a hardware device or product other than a Device, unless Licensee has
-received an advance written permission from The Qt Company to do so. Absent
-such written permission, any and all distribution by the Licensee during the
-Term of a hardware device or product a) which incorporate or integrate any
-part of Licensed Software or Open Source Qt; or b) where the main user
-interface or substantial functionality is provided by software build with
-Licensed Software or Open Source Qt or otherwise depends on the Licensed
-Software or Open Source Qt, shall be considered as a Device distribution under
-this Agreement and dependent on compliance thereof (including but not limited
-to obligation to pay applicable License Fees for such distribution);
-
-(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 in 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 marked or
-otherwise stated as "Technology Preview", "Alpha", "Beta" or similar
-designation. Such pre-release code may be present in order to provide
-experimental support for new platforms or preliminary versions of one or more
-new functionalities. The pre-release code may not be at the level of
-performance and compatibility of a final, generally available, product
-offering of the Licensed Software. The pre-release parts of the Licensed
-Software 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.
-
-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. ALL USE OF AND RELIANCE ON THE LICENSED SOFTWARE IS AT THE SOLE
-RISK OF AND RESPONSIBILITY OF LICENSEE.
-
-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. PARTIES
-SPECIFICALLY AGREE THAT LICENSEE'S OBLIGATION TO PAY LICENSE AND OTHER FEES
-CORRESPONDING TO ACTUAL USAGE OF LICENSED SOFTWARE HEREUNDER SHALL BE
-CONSIDERED AS A DIRECT DAMAGE.
-
-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.
-
-7.2 Licensee's Indemnification
-
-Licensee shall indemnify and hold harmless The Qt Company from and against any
-claim, injury, judgment, settlement, loss or expense, including attorneys' fees
-related to: (a) Licensee's misrepresentation in connection with The Qt Company
-or the Licensed Software or breach of this Agreement, (b) the Application or
-Device (except where such cause of liability is solely attributable to the
-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, provided, however, that in the event the License Term is longer than 36
-months, Support is provided only for the first 12 months, unless the Parties
-specifically otherwise agree.
-
-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 described in The Qt Company's standard price list, quote or
-Purchase Order confirmation or in an appendix hereto, as the case may be.
-
-The License Fees shall not be refunded or claimed as a credit in any event or
-for any reason whatsoever.
-
-10.2 Ordering Licenses
-
-Licensee may purchase Development Licenses and Distribution Licenses pursuant
-to agreed pricing terms or, if no specific pricing terms have been agreed upon,
-at The Qt Company's standard pricing terms applicable at the time of purchase.
-
-Licensee shall submit all purchase orders for Development Licenses and
-Distribution Licenses to The Qt Company by email or any other method acceptable
-to The Qt Company (each such order is referred to herein as a "Purchase Order")
-for confirmation, whereupon the Purchase Order shall become binding between the
-Parties.
-
-10.3 Distribution License Packs
-
-Unless otherwise agreed, Distribution Licenses shall be purchased by way of
-Distribution License Packs.
-
-Upon due payment of the ordered Distribution License Pack(s), the Licensee will
-have an account of Distribution Licenses available for installing, bundling or
-integrating (all jointly "installing") the Redistributables with the Devices or
-for otherwise distributing the Redistributables in accordance with this
-Agreement.
-
-Each time Licensee "installs" or distributes a copy of Redistributables, then
-one Distribution License is used, and Licensee's account of available
-Distribution Licenses is decreased accordingly.
-
-Licensee may "install" copies of the Redistributables so long as Licensee has
-Distribution Licenses remaining on its account.
-
-Redistributables will be deemed to have been "installed" into a Device when one
-of the following circumstances shall have occurred: a) the Redistributables
-have been loaded onto the Device and used outside of the Licensee's premises or
-b) the Device has been fully tested and placed into Licensee's inventory
-(or sold) for the first time (i.e., Licensee will not be required to use
-(or pay for) more than one Distribution License for each individual Device,
-e.g. in a situation where a Device is returned to Licensee's inventory after
-delivery to a distributor or sale to a Customer). In addition, if Licensee
-includes a back-up copy of the Redistributables on a CD-ROM or other storage
-medium along with the product, that backup copy of the Redistributables will
-not be deemed to have been "installed" and will not require an additional
-Distribution License.
-
-10.4 Payment Terms
-
-License Fees and any other charges under this Agreement shall be paid by
-Licensee no later than thirty (30) days from the date of the applicable invoice
-from The Qt Company.
-
-The Qt Company will submit an invoice to Licensee after the date of this
-Agreement and/or after The Qt Company receives a Purchase Order from
-Licensee.
-
-A late payment charge of the lower of (a) one percent per month; or (b) the
-interest rate stipulated by applicable law, shall be charged on any unpaid
-balances that remain past due.
-
-The Qt Company shall have the right to suspend, terminate or withhold grants
-of all rights to the Licensed Software hereunder, including but not limited to
-the Developer License, Distribution License, and Support, should Licensee fail
-to make payment in timely fashion.
-
-10.5 Taxes
-
-All License Fees and other charges payable hereunder are gross amounts but
-exclusive of any value added tax, use tax, sales tax and other taxes, duties or
-tariffs ("Taxes"). Such applicable Taxes shall be paid by Licensee, or, where
-applicable, in lieu of payment of such Taxes, Licensee shall provide an
-exemption certificate to The Qt Company and any applicable authority.
-
-11 RECORD-KEEPING AND REPORTING OBLIGATIONS; AUDIT RIGHTS
-
-11.1 Licensee's Record-keeping
-
-Licensee shall at all times maintain accurate and up-to-date written records of
-Licensee's activities related to the use of Licensed Software and distribution
-of Redistributables. The records shall be adequate to determine Licensee's
-compliance with the provisions of this Agreement and to demonstrate the number
-of Designated Users and Redistributables distributed by Licensee. The records
-shall conform to good accounting practices reasonably acceptable to The Qt
-Company.
-
-Licensee shall, within thirty (30) days from receiving The Qt Company's request
-to that effect, deliver to The Qt Company a report on Licensee's usage of
-Licensed Software, such report to copies of Redistributables distributed by
-Licensee during that calendar quarter, and also detailing the number of
-undistributed copies of Redistributables made by Licensee and remaining in its
-account contain information, in sufficient detail, on (i) amount of users
-working with Licensed Software, (ii) copies of Redistributables distributed by
-Licensee during that calendar quarter, (iii) number of undistributed copies of
-Redistributables and corresponding number of unused Distribution Licenses
-remaining on Licensee's account, and (iv) 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 use of the Redistributables, 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. 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 immediately pay The
-Qt Company any amounts owed for such unauthorized use.
-
-In addition, in the event the audit reveals a material violation of the terms
-of this Agreement (underpayment of more than 5% of License Fees shall always 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 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) in force
-("Term"), unless and until terminated pursuant to the terms of this Section 12.
-
-12.2 Termination by The Qt Company
-
-The Qt Company shall have the right to terminate this Agreement upon thirty
-(30) days prior written notice if the Licensee is in material breach of any
-obligation of this Agreement and fails to remedy such breach within such notice
-period.
-
-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 and shall
-cause all Designated Users (including those of its Affiliates' and
-Contractors') to cease using the Licensed Software and distribution of the
-Redistributables under this Agreement.
-
-Notwithstanding the above, in the event the Agreement expires or is terminated:
-
-(i) as 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 and Licensee is entitled to purchase additional
-licenses as set forth in Section 10.2; or
-
-(ii) for reason other than by The Qt Company pursuant to item (i) above or
-pursuant to Section 12.2, then the Licensee is entitled, for a period of six
-(6) months after the effective date of termination, to continue distribution of
-Devices under the Distribution Licenses paid but unused at such effective date
-of termination.
-
-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
-
-In the event this Agreement is in the name of The Qt Company Inc., a Delaware
-Corporation, then:
-
-(i) this Agreement shall be construed and interpreted in accordance with the
-laws of the State of California, USA, excluding its choice of law provisions;
-
-(ii) the United Nations Convention on Contracts for the International Sale of
-Goods will not apply to this Agreement; and
-
-(iii) any dispute, claim or controversy arising out of or relating to this
-Agreement or the breach, termination, enforcement, interpretation or validity
-thereof, including the determination of the scope or applicability of this
-Agreement to arbitrate, shall be determined by arbitration in San Francisco,
-USA, before one arbitrator. The arbitration shall be administered by JAMS
-pursuant to JAMS' Streamlined Arbitration Rules and Procedures. Judgment on the
-Award may be entered in any court having jurisdiction. This Section shall not
-preclude parties from seeking provisional remedies in aid of arbitration from a
-court of appropriate jurisdiction.
-
-In the event this Agreement is in the name of The Qt Company Ltd., a Finnish
-Company, then:
-
-(i) this Agreement shall be construed and interpreted in accordance with the
-laws of Finland, excluding its choice of law provisions;
-
-(ii) the United Nations Convention on Contracts for the International Sale of
-Goods will not apply to this Agreement; and
-
-(iii) 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
-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.
-
-14.4 Entire Agreement
-
-This Agreement, the exhibits hereto, the License Certificate and any applicable
-Purchase Order 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.
-
-In the event of any conflict or inconsistency between this Agreement and any
-Purchase Order, the terms of this Agreement will prevail over the terms of the
-Purchase Order with respect to such conflict or inconsistency.
-
-Parties specifically acknowledge and agree that this Agreement prevails over
-any click-to-accept or similar agreements the Designated Users may need to
-accept online upon download of the Licensed Software, as may be required by
-The Qt Company's applicable processes relating to Licensed Software.
-
-14.5 Modifications
-
-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.
-
-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 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 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.
-
-
-IN WITNESS WHEREOF, the Parties hereto, intending to be legally bound hereby,
-have caused this Agreement to be executed by Licensee's authorized
-representative installing the Licensed Software and accepting the terms
-hereof in connection therewith.
-
-
-Appendix 1
-
-1. Parts of the Licensed Software that are permitted for distribution in
-object code form only ("Redistributables") under this Agreement:
-
-- The Licensed Software's Qt Essentials and Qt Add-on libraries
-- The Licensed Software's configuration tool ("qtconfig")
-- The Licensed Software's help tool ("Qt Assistant")
-- The Licensed Software's internationalization tools ("Qt Linguist", "lupdate",
- "lrelease")
-- The Licensed Software's QML ("Qt Quick") launcher tool ("qmlscene" or
- "qmlviewer")
-- The Licensed Software's installer framework
-
-2. Parts of the Licensed Software that are not permitted for distribution
-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")
-- The Licensed Software's Resource Compiler ("rcc")
-- The Licensed Software's parts of the IDE tool ("Qt Creator")
-- The Licensed Software's parts of the Design tools ("Qt 3D Studio" or
- "Qt Quick Designer")
-- The Licensed Software's Emulator