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diff --git a/LICENSE.QT-LICENSE-AGREEMENT b/LICENSE.QT-LICENSE-AGREEMENT new file mode 100644 index 00000000..7be8fb5d --- /dev/null +++ b/LICENSE.QT-LICENSE-AGREEMENT @@ -0,0 +1,1285 @@ +QT LICENSE AGREEMENT Agreement version 4.2 + +This Qt 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 and/or as defined herein: + +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. + +“Add-on Products” shall mean The Qt Company’s specific add-on software products +(for example Qt Safe Renderer, Qt for Automation, Qt Application Manager), which +are not licensed as part of The Qt Company’s standard offering, but shall be +included into the scope of Licensed Software only if so specifically agreed +between the Parties. + +“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 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 specified in the License +Certificate, 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. 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 Licenses are available separately +for Qt for Application Development and Qt for Device Creation products, each +product having its designated scope and purpose of use. Distribution Licenses +are always connected to Qt for Device Creation product only. + +“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) 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. Devices covered with this Agreement shall be specified +in Appendix 2 or in a quote. + +“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 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, +which will be available under respective Designated User’s Qt Account at +account.qt.io. License Certificates will specify the Designated User, the +Development Platforms, Deployment Platforms and the License Term. Such terms are +considered part of the licenses granted hereunder 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 either + (i) Qt for Application Development or + (ii) Qt for Device Creation, and/or + (iii) Qt 3D Studio, and/or + (iv) Qt Design Studio, and/or + (v) selected Add-on Products, if any, + +depending on which product(s) the Licensee has purchased under this Agreement, +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) 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. + +“Permitted Combination” shall have the meaning as set forth in Section +3.4(viii). + +“Pre-Release Code” shall have the meaning as set forth in Section 4. + +“Prohibited Combination” shall mean any means to (i) use, combine, incorporate, +link or integrate Licensed Software with any software created with or +incorporating Open Source Qt, (ii) use Licensed Software for creation of any +software created with or incorporating Open Source Qt, or (iii) incorporate or +integrate Applications into a hardware device or product other than a Device. + +“Qt 3D Studio” shall mean all versions of The Qt Company’s Qt 3D Studio, a 3D +user interface design and development environment for rapid designing and +prototyping of animated user interfaces. + +“Qt Design Studio” shall mean all versions of The Qt Company’s Qt Design Studio +tool, a user interface design and development environment for rapid designing +and prototyping of animated user interfaces. + +“Qt for Application Development” shall mean The Qt Company’s productized +offering, which consist of all versions of + (i) Qt Toolkit, and + (ii) Qt Tools/Applications. + +“Qt for Device Creation” shall mean The Qt Company’s productized offering, which +consist of all versions of + (i) Qt for Application Development, and + (ii) Software components specific to embedded software development as set + forth in Appendix 1, Sections 1b and 1d. + +“Qt Toolkit” shall mean the modules defined in Appendix 1, Section 1a. + +“Qt Tools/Applications” shall mean the tools defined in Appendix 1, Section 1c. + +"Redistributables" shall mean the portions of the Licensed Software set forth in +Appendix 1, Section 2 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 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 10.5. + +“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 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. + +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 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. The Qt Company may request the Licensee to place a purchase +order corresponding to a quote by The Qt Company for the relevant Renewal Term. + +In the event Licensee does not prevent auto-renewal pursuant the above, but a +Renewal Term is nevertheless not duly ordered within 30 days from the date of +the respective quote from The Qt Company and/or the respective License Fee paid +by due date specified in The Qt Company’s respective invoice, The Qt Company +shall apply a reinstatement fee equal to ten percent (10 %) of the total value +of the License Fees of the Development Licenses for the expired term to be added +to the License Fee of the respective Renewal Term. + +In the event Licensee chooses not to renew a Development License for a Renewal +Term by notifying The Qt Company thereof no less than ninety (90) days before +expiry of the respective License Term, Licensee may still reinstate such expired +Development Licenses for a Renewal Term subject to applicable renewal Term +License Fees until thirty (30) days from the expiry of the initially agreed +License Term or preceding Renewal Term. After such thirty (30) day period a +Development License shall be subject to applicable License Fees for a new +Development License and not any Renewal Term License Fees. + +3.2 Distribution of Applications +Subject to the terms of this Agreement, The Qt Company grants to Licensee a +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 not having +any unpaid License Fees for Development Licenses owed to The Qt Company at the +time of distribution of any Redistributables to Customers. + +3.3 Distribution of Devices +Subject to the terms of this Agreement, The Qt Company grants to Licensee a +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 (i) not having any unpaid License Fees for +Development Licenses owed to The Qt Company, and (ii) having purchased and paid +corresponding Distribution Licenses at the time of distribution of 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(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). 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 use Licensed Software in any Prohibited Combination, 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 built with + Licensed Software or Open Source Qt or otherwise depends on the + Licensed Software or Open Source Qt, shall be considered to be + Device distribution under this Agreement and shall be dependent on + Licensee’s compliance thereof (including but not limited to + obligation to pay applicable License Fees for such distribution). + Notwithstanding what is provided above in this sub-section (viii), + Licensee is entitled to use and combine Qt 3D Studio and/or Qt + Design Studio with Open Source Qt (“Permitted Combination”) for + its internal evaluation purposes, provided that Licensee shall in no + way transfer, publish, disclose, display or otherwise make available + any software or work resulting from such Permitted Combination; + (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, provided however +that in the event Add-on Products are included and available as such Pre-Release +Code, Licensee’s right to use such Add-on Products is nevertheless subject to +and conditional upon conclusion of separate agreement with The Qt Company. + + +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, provided, however, that in the event the License Term is longer than 36 +months, the initial payment includes Support for only 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. +Unless specifically otherwise provided, any pricing terms referenced in this +Agreement shall be valid for twelve (12) months from the date of this Agreement. +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 distributing the Redistributables in accordance with this +Agreement. Each time Licensee distributes a copy of Redistributables, then one +Distribution License is used, and Licensee’s account of available Distribution +Licenses is decreased accordingly. Licensee may distribute copies of the +Redistributables so long as Licensee has Distribution Licenses remaining on its +account. + +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. + +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, 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. Such applicable +Taxes shall be paid by Licensee to The Qt Company, or, where applicable, in lieu +of payment of such Taxes to The Qt Company, 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 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, (ii) copies +of Redistributables distributed by Licensee during the most recent calendar +quarter and/or any other term specified by The Qt Company, (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 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, +either (i) underpayment of more than 10 % of License Fees or 10,000 euros +(whichever is more) or (ii) distribution of products, which include or result +from Prohibited Combination, 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 +Either Party shall have the right to terminate this Agreement upon thirty (30) +days prior written notice if the other Party commits a material breach of any +obligation of this Agreement and fails to remedy such breach within such notice +period. 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 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 + 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, the exhibits hereto, the License Certificate and any applicable +Purchase Order accepted by The Qt Company 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 (“Deviating Terms”) shall apply +unless The Qt Company has expressly agreed such Deviating Terms in writing. +Unless and to the extent expressly agreed by The Qt Company, any such Deviating +Terms shall be deemed void and with no legal effect. For clarity, delivery of +the Licensed Software following the receipt of the Purchase Order including +Deviating Terms shall not constitute acceptance of such Deviating Terms.” + +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. + + +APPENDICES + +This Agreement includes Appendix 1 or/and Appendix 8, and possibly one or more +of the appendices 3-5, depending on the product(s) purchased by the Licensee, +what is stated in the quote or invoice, and/or what is stated in the Licensee’s +License Certificate. + + +APPENDIX 1: LICENSED SOFTWARE + +1a. Licensed Software - Qt Toolkit + +Module Description +Qt Core Core non-graphical classes used by other modules. +Qt GUI Base classes for graphical user interface (GUI) + components. +Qt Multimedia Classes for audio, video and camera functionality. +Qt Multimedia Widgets Widget-based classes for implementing multimedia + functionality. +Qt Network Classes to make network programming easier and more + portable. +Qt QML Classes for QML and JavaScript languages. +Qt Quick A declarative framework for building highly dynamic + applications with custom user interfaces. +Qt Quick Controls 2 Provides lightweight QML types for creating + performant user interfaces for desktop, embedded, + and mobile devices. +Qt Quick Dialogs Types for creating and interacting with system + dialogs from a Qt Quick application. +Qt Quick Layouts Layouts are items that are used to arrange Qt Quick + 2 based items in the user interface. +Qt Quick Test A unit test framework for QML applications. +Qt SQL Classes for database integration using SQL. +Qt Test Classes for unit testing Qt applications and + libraries. +Qt Widgets Classes to extend Qt GUI with C++ widgets. +Active Qt Classes for applications which use ActiveX and COM +Qt 3D Functionality for near-realtime simulation systems + with support for 2D and 3D rendering. +Qt Android Extras Provides platform-specific APIs for Android. +Qt Bluetooth Provides access to Bluetooth hardware. +Qt Canvas 3D Enables OpenGL-like 3D drawing calls from Qt Quick + applications using JavaScript. +Qt Concurrent Classes for writing multi-threaded programs without + using low-level threading primitives. +Qt D-Bus Classes for inter-process communication over the + D-Bus protocol. +Qt Gamepad Enables Qt applications to support the use of gamepad + hardware. +Qt Graphical Effects Graphical effects for use with Qt Quick 2. +Qt Help Classes for integrating documentation into + applications, similar to Qt Assistant. +Qt Image Formats Plugins for additional image formats: TIFF, + MNG, TGA, WBMP. +Qt Location Displays map, navigation, and place content in a QML + application. +Qt Mac Extras Provides platform-specific APIs for macOS. +Qt Network Authorization Provides support for OAuth-based authorization to + online services. +Qt NFC Provides access to Near-Field communication (NFC) + hardware. +Qt Platform Headers Provides classes that encapsulate platform-specific + information. +Qt Positioning Provides access to position, satellite and area + monitoring classes. +Qt Print Support Classes to make printing easier and more portable. +Qt Purchasing Enables in-app purchase of products in Qt + applications. +Qt for Python Python bindings for Qt. +Qt Quick Controls Reusable Qt Quick based UI controls to create + classic desktop-style user interfaces. +Qt Quick Extras Provides a specialized set of controls that can + be used to build interfaces in Qt Quick. +Qt Quick Widgets Provides a C++ widget class for displaying a Qt + Quick user interface. +Qt SCXML Provides classes and tools for creating state + machines from SCXML files. +Qt Sensors Provides access to sensor hardware and motion + gesture recognition. +Qt Serial Bus Provides access to serial industrial bus interface. +Qt Serial Port Provides access to hardware and virtual serial ports. +Qt Speech Provides support for accessibility features such as + text-to-speech. +Qt SVG Classes for displaying the contents of SVG files. +Qt UI Tools Classes for loading QWidget based forms created in + Qt Designer dynamically, at runtime. +Qt WebChannel Provides access to QObject or QML objects from HTML + clients for seamless integration of Qt applications + with HTML/JavaScript clients. +Qt WebEngine Classes and functions for embedding web content in + applications using the Chromium browser project. +Qt WebSockets Provides WebSocket communication. +Qt WebView Displays web content in a QML application by using + APIs native to the platform. +Qt Windows Extras Provides platform-specific APIs for Windows. +Qt X11 Extras Provides platform-specific APIs for X11. +Qt XML C++ implementations of SAX and DOM. +Qt XML Patterns Support for XPath, XQuery, XSLT and XML schema + validation. +Qt Wayland Compositor Provides a framework to develop a Wayland compositor. +Qt Charts UI Components for displaying charts. +Qt Data Visualization UI Components for creating 3D data visualizations. +Qt Virtual Keyboard A framework for implementing different input methods + as well as a QML virtual keyboard. + + +1b. Licenses software – Embedded software development libraries + +Module Description +Boot 2 Qt stack Yocto based Embedded Linux stack for selected + target hardware. +Qt OTA Client-side capability for device image updates Over + The Air. +Device Utilities Collection of API’s to manage the device; E.g. + display, WiFi and Bluetooth settings. +Qt Debugging Bridge (QDB) Daemon Enables host-target deployment, debugging, + profiling and other features over USB. Up to developer + to decide if this is left in the final solution. + + +1c. Licensed Software - Qt Tools/Applications + +Tool Description +Qt Creator The integrated development environment for Qt. +Qt Designer Qt tool for designing and building graphical user + interfaces. +Qt Linguist Tool used to add translations to Qt applications. +Qt Assistant Tool for viewing online documentation in Qt + help-file format. +Qmake Utility tool used to automate the generation of make + files. +uic User interface compiler for the Qt GUI toolkit. +rcc Resource compiler used for embedding resources into + Qt applications. +lupdate Tool that finds the translatable strings in the + specified source, header and Qt Designer interface + files, and produces or updates translation files. +lrelease Tool that produces translation files in the compact + binary format used by localized Qt applications. +qlalr Qt parser generator tool. +qdoc Configurable documentation generation tool. +qmlscene QML launcher tool. +qmlviewer QML launcher tool. + + +1d. Licenses software –Qt Tools/Applications specific to embedded software +development + +Tool Description +Target toolchains Cross compilation toolchains for supported target + devices and operating systems. +Qt Debugging Bridge (QDB) Enables deployment, debugging, profiling and other +Host Tools features over USB from development host PC to target + device. +qtconfig-gui Qt Lite Configurator tool graphical interface. +Qt Emulator Qt Emulator + + +2. Parts of the Licensed Software that are permitted for distribution in +object-code form only (“Redistributables”) under this Agreement: + +2a. Qt for Application Development + + - The Licensed Software's Qt Toolkit libraries defined in 1a + - The Licensed Software's installer framework + +2b. Qt for Device Creation + + - Qt for Application Development Redistributables defined in 2a + - The Licensed Software’s Embedded software development libraries defined + in 1b + +2c. Qt 3D Studio + +- The Licensed Software’s Qt 3D Studio Runtime (“Qt53DStudioRuntime2”) + + +APPENDIX 3: ADDITIONS TO LICENSED SOFTWARE + +1. Licensed Software + +In addition to what is provided under the definition of the Licensed Software, +Parties agree that Licensed Software shall also include the following additional +software products of The Qt Company if included in the quote / invoice: + +Additional software product Description +Qt for Automation A collection of software components and + libraries targeted for the development of + automation systems. +Qt Safe Renderer Provides a UI rendering component that can be + used to render safety- critical items as well + as documentation and certification artifacts. +Qt Application Manager Daemon, that helps to create embedded Linux + systems that have a highly complex UI setup. +GammaRay A software introspection tool for Qt + applications. + + +2. Parts of the Licensed Software that are permitted for distribution in +object-code form only (“Redistributables”) under this Agreement: + + - Qt for Automation The Licensed Software’s Qt for Automation + libraries defined in 1 + - Qt Safe Renderer The Licensed Software’s Qt Safe Renderer + libraries defined in 1 + - Qt Application Manager The Licensed Software’s Qt Application Manager + libraries defined in 1 + +All the above is considered as Redistributables and subject to applicable +provisions and limitations including but not limited to what is defined in +section 3. + + +APPENDIX 4: SMALL BUSINESS AND START-UP APPENDIX + +The provisions of this Appendix 4 are applicable for Start-up Companies and for +the Evaluation Term. + +For the purpose of this Appendix 4, the following additional definitions shall +be applicable: +“Trial Term” shall mean a period of twelve (12) months. + +“Start-up Company” means a company with a maximum annual revenue, including +funding, equivalent to 100,000 USD (in applicable currency) during a respective +calendar year, as evidenced by duly audited records of the Licensee and approved +by The Qt Company. + +During the Trial Term, Section 3 shall apply with following modifications +(“Trial Term Modifications”): + + - Licenses granted under Sections 3.1 and 3.2 shall be free of any charge. + For clarity, License for distribution of Devices pursuant to Section 3.3 is + subject to applicable License Fee for necessary Distribution Licenses; + - Development License under Section 3.1 is limited to a maximum of three (3) + Designated Users; and + - Support is available subject to availability, as judged by The Qt Company + at its free and absolute discretion, provided that support will be limited + to a maximum of ten (10) tickets during the Trial Term. + +Upon expiry of the Trial Term: + + a) This Appendix 4 is terminated, Trial Term Modifications cease to remain in + force, Licensee’s Development Licenses shall be automatically converted + into licenses subject to a License Fee (in the amount specified in the + quote or in Appendix 2 and payable with a 30-day payment term) and + Licensee’s rights and obligations under this Agreement shall continue to + remain in force under the standard provisions of the Agreement, unless the + Licensee notifies The Qt Company in writing no less than ninety (90) days + before such expiry date that Licensee does not agree to such continuance, + in which event the Agreement, and all rights of the Licensee thereunder, + shall expire; provided however that + b) in the event the Licensee still qualifies as a Start-up Company, the + Licensee has an option (“Option”), instead of what is stated in item a) + above, to extend the Trial Term renewal is limited to one time and total + duration of Trial Terms thus to 24 months after the effective date. + Licensee shall notify The Qt Company in writing no less than ninety (90) + days before the expiry date, if Licensee wish to exercise the Option. + + +APPENDIX 5: NON-COMMERCIAL USE APPENDIX + +The provisions of this Appendix 5 are applicable for non-commercial use of the +Licensed Software by the Licensee. For the purpose of this Appendix 5, the +following additional definitions (replacing the relevant definition of the +Agreement, where applicable) shall be applicable: + +“Demo Units” shall mean + (i) hardware development platform, which incorporates the Licensed + Software along with Licensee’s software and/or hardware, and + (ii) prototype versions of Applications or Devices. + +“Designated User(s)” shall mean the employees and students of the Licensee. + +“Licensee Products” shall mean Applications and/or Devices. + +“Permitted Purpose” shall mean + (i) Licensee’s internal evaluation and testing of Licensed Software, + (ii) building Demo Units as well as + (iii) educational use. + +“Term” shall mean a period of twelve (12) months or any such other period as +may be agreed between the Parties. + +For the purpose of this Appendix 5, the following changes shall be agreed with +respect to relevant Sections of the Agreement: + I. Recital (A) shall be replaced in its entirety to read as follows: “(A) + Licensee wishes to use the Licensed Software for the Permitted Purpose.” + II. Section 3.1 shall be replaced in its entirety to read as follows: “The + Qt Company grants to Licensee a personal, non-exclusive, + non-transferable, revocable, royalty-free license, valid for the Term, + to use, modify and copy the Licensed Software solely for the Permitted + Purpose. Licensee may install copies of the Licensed Software on an + unlimited number of computers provided that only Designated Users may + use the Licensed Software. Licensee may demonstrate the Demo Units, + provided that such demonstrations must be conducted by Licensee, and + the Demo Units must remain in Licensee’s possession and under + Licensee’s control at all times. For clarity, this Agreement does not + (i) entitle Licensee to use Licensed Software to create Applications + or Devices (other than prototypes thereof) or + (ii) carry any distribution rights to Licensee, but such rights are + subject to and conditional upon conclusion of a separate + license agreement with The Qt Company.” + III. Sections 3.2, 3.3, 8 and 10 shall be deleted. + IV. Section 3.4 shall be replaced in its entirety to read as follows: + “Licensee shall not: + - remove or alter any copyright, trademark or other proprietary + rights notice contained in any portion of the Licensed Software; + - transfer, publish, sublicense, disclose, display or otherwise make + the Licensed Software available to any third party (except that + Licensee may demonstrate the Demo Units pursuant to Section 3.1); + - 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; + - Licensee shall cause all Designated Users who 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. Licensee shall be + responsible for any and all actions and omissions of its Designated + Users relating to the Licensed Software and use thereof. Any use + of Licensed Software beyond the provisions of this Agreement is + strictly prohibited and requires an additional license from The Qt + Company.” + V. Section 12 shall be replaced in its entirety to read as follows: “This + Agreement shall enter into force upon due acceptance by both Parties + and remain in force for the Term, unless and until terminated pursuant + to the terms of Section 12. Upon termination of the Agreement, Licensee + shall cease using the Licensed Software. All other copies of Licensed + Software in the possession or control of Licensee must be erased or + destroyed. An officer of Licensee must, upon request, promptly deliver + to The Qt Company a written confirmation that this has occurred.” + +Except for the modifications specified above, this Appendix carries no change to +the terms of the Agreement, which shall remain in full force. + + +APPENDIX 8: QT FOR DEVICE CREATION MCU APPENDIX + +This Appendix 8 shall be applicable in case the Licensee and/or respective +Designated User have purchased Qt for Device Creation MCU, either as an +add-on or standalone package. In case Qt for Device Creation MCU is purchased +as an addition to Qt for Device Creation, this appendix is an addition to +Appendix 1. In any other case, this appendix replaces Appendix 1. + +1a. Licensed Software - Qt Toolkit + +Module Description +Qt Quick Controls 2 Provides lightweight QML types for creating + performant user interfaces for desktop, embedded, + and mobile devices. + + +1b. Licensed software – Embedded software development libraries + +Module Description +Qt Quick Ultralite Qt Quick Ultralite (QUL) rendering engine and sample + source codes. +Qt Quick Ultralite Platform adaptations including OS support that allow +Platform Adaptations applications on QUL to run on microcontrollers + + +1c. Licensed Software - Qt Tools/Applications + +Tool Description +Qt Creator The integrated development environment for Qt. +Qt Designer Qt tool for designing and building graphical user + interfaces. +Qt Linguist Tool used to add translations to Qt applications. +Qt Assistant Tool for viewing online documentation in Qt help-file + format. +lupdate Tool that finds the translatable strings in the + specified source, header and Qt Designer interface + files, and produces or updates translation files. +lrelease Tool that produces translation files in the compact + binary format used by localized Qt applications. + + +1d. Licensed software – Qt Tools/Applications specific to embedded software +development + +Tool Description +Target toolchains Cross compilation toolchains for supported target + devices and operating systems. +qmlinterfaceextractor Tool to generate QML from header file. +qml2cpp Tool to convert QML to C++ files. +fontcompiler Tool to compile font meta data and True Type fonts. + + +2. Parts of the Licensed Software that are permitted for distribution in +object-code form only (“Redistributables”) under this Agreement: + + - The Licensed Software’s Embedded software development libraries + defined in 1b. |