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authorLiang Qi <liang.qi@qt.io>2020-01-04 15:32:34 +0100
committerLiang Qi <liang.qi@qt.io>2020-01-04 15:32:34 +0100
commita503bf54705d89204007e8f887b668fe5ef519fc (patch)
treeb2d1a452da39450eac78a1aeb1df116a73f64b23 /LICENSE.QT-LICENSE-AGREEMENT-4.0
parente65c43fd0ffa57248e7d750570b7deae171a82f5 (diff)
parent1f87fb359fdff14e42662384a9c8a0bcb3837671 (diff)
Merge remote-tracking branch 'origin/5.15' into dev
Conflicts: src/corelib/tools/qvector.h Make QVector(DataPointer dd) public to be able to properly merge 5b4b437b30b320e2cd7c9a566999a39772e5d431 from 5.15 into dev. src/widgets/kernel/qapplication.cpp tests/auto/tools/moc/allmocs_baseline_in.json Done-With: Christian Ehrlicher <ch.ehrlicher@gmx.de> Change-Id: I929ba7c036d570382d0454c2c75f6f0d96ddbc01
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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
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-WHEREAS:
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-(A). Licensee wishes to use the Licensed Software for the purpose of developing
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-(B). The Qt Company is willing to grant the Licensee a right to use Licensed
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-NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:
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-1. DEFINITIONS
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-"Affiliate" of a Party shall mean an entity (i) which is directly or indirectly
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-(i) distribute, by itself or through one or more tiers of Contractors,
-Redistributables as installed, incorporated or integrated, or intended to be
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-(ii) grant sublicenses to Redistributables, as distributed hereunder, for
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-(x) Except when and to the extent explicitly provided in this Section 3,
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-The Licensed Software may provide links to third party libraries or code
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-Each Party acknowledges that during the Term of this Agreement each Party may
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-10. FEES, DELIVERY AND PAYMENT
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-License Fees are described in The Qt Company's standard price list, quote or
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-
-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