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diff --git a/LICENSE.QT-LICENSE-AGREEMENT b/LICENSE.QT-LICENSE-AGREEMENT deleted file mode 100644 index 19a20ea42a..0000000000 --- a/LICENSE.QT-LICENSE-AGREEMENT +++ /dev/null @@ -1,1331 +0,0 @@ -QT LICENSE AGREEMENT -Agreement version 4.2.1 - -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 and/or hardware 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) Qt for MCUs, and/or - (vi) 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 (where applicable), example -programs and the documentation, licensed to the Licensee under this Agreement. -Licensed Software does not include Third Party Software (as defined in Section -4) or Open Source Qt. The Qt Company may, in the course of its development -activities, at its free and absolute discretion and without any obligation to -send or publish any notifications to the Licensee or in general, make changes, -additions or deletions in the components and functionalities of the Licensed -Software, provided that no such changes, additions or deletions will affect -the already released version of the Licensed Software, but only upcoming -version(s). - -"Licensee" shall mean the individual or legal entity that is party to this -Agreement, as identified on the signature page hereof. - -"Licensee's Records" shall mean books and records that are likely to contain -information bearing on Licensee's compliance with this Agreement, Licensee's -use of Open Source Qt and/or the payments due to The Qt Company under this -Agreement, including, but not limited to user information, assembly logs, -sales records and distribution records. - -"Modified Software" shall have the meaning as set forth in Section 2.3. - -"Online Services" shall mean any services or access to systems made available -by The Qt Company to the Licensee over the Internet relating to the Licensed -Software or for the purpose of use by the Licensee of the Licensed Software or -Support. Use of any such Online Services is discretionary for the Licensee and -some of them may be subject to additional fees. - -"Open Source Qt" shall mean the non-commercial Qt computer software products, -licensed under the terms of the GNU Lesser General Public License, version 2.1 -or later ("LGPL") or the GNU General Public License, version 2.0 or later -("GPL"). For clarity, Open Source Qt shall not be provided nor governed under -this Agreement. - -"Party" or "Parties" shall mean Licensee and/or The Qt Company. - -"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 The Qt Company's productized offering, which consist -of all versions of modules and tools as set forth in Appendix 1. - -"Qt Design Studio" shall mean The Qt Company's productized offering, which -consist of all versions of modules and tools as set forth in Appendix 1. - -"Qt for Application Development" shall mean The Qt Company's productized -offering, which consist of all versions of modules and tools as set forth in -Appendix 1. - -"Qt for Device Creation" shall mean The Qt Company's productized offering, -which consist of all versions of modules and tools as set forth in Appendix 1. - -"Qt for MCUs" shall mean The Qt Company's productized offering, which consist -of all versions of modules and tools as set forth in Appendix 1. - -"Redistributables" shall mean the portions of the Licensed Software set forth -in Appendix 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 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 -The Agreement includes Appendix 1, 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 -The modules and/or tools that are included in the respective product - Qt for -Application Development (QtAD), Qt for Device Creation (QtDC), Qt for MCUs -(QtMCU), Qt 3D Studio (Qt3DS) and Qt Design Studio (QtDS) - are marked with 'X' -in the below table. - -Parts of the product that are permitted for distribution in object-code form -only ("Redistributables") are marked with 'R' in the below table. - -Modules/Tools | QtAD | QtDC | QtMCU | Qt3DS | QtDS -------------------------------------------------------------------------------- -Qt Core | X,R | X,R | | | -------------------------------------------------------------------------------- -Qt GUI | X,R | X,R | | | -------------------------------------------------------------------------------- -Qt Multimedia | X,R | X,R | | | -------------------------------------------------------------------------------- -Qt Multimedia Widgets | X,R | X,R | | | -------------------------------------------------------------------------------- -Qt Network | X,R | X,R | | | -------------------------------------------------------------------------------- -Qt QML | X,R | X,R | | | -------------------------------------------------------------------------------- -Qt Quick | X,R | X,R | | | -------------------------------------------------------------------------------- -Qt Quick Controls 2 | X,R | X,R | | | -------------------------------------------------------------------------------- -Qt Quick Dialogs | X,R | X,R | | | -------------------------------------------------------------------------------- -Qt Quick Layouts | X,R | X,R | | | -------------------------------------------------------------------------------- -Qt Quick Test | X,R | X,R | | | -------------------------------------------------------------------------------- -Qt SQL | X,R | X,R | | | -------------------------------------------------------------------------------- -Qt Test | X,R | X,R | | | -------------------------------------------------------------------------------- -Qt Widgets | X,R | X,R | | | -------------------------------------------------------------------------------- -Active Qt | X,R | X,R | | | -------------------------------------------------------------------------------- -Qt 3D | X,R | X,R | | | -------------------------------------------------------------------------------- -Qt Android Extras | X,R | X,R | | | -------------------------------------------------------------------------------- -Qt Bluetooth | X,R | X,R | | | -------------------------------------------------------------------------------- -Qt Canvas 3D | X,R | X,R | | | -------------------------------------------------------------------------------- -Qt Concurrent | X,R | X,R | | | -------------------------------------------------------------------------------- -Qt D-Bus | X,R | X,R | | | -------------------------------------------------------------------------------- -Qt Gamepad | X,R | X,R | | | -------------------------------------------------------------------------------- -Qt Graphical Effects | X,R | X,R | | | -------------------------------------------------------------------------------- -Qt Help | X,R | X,R | | | -------------------------------------------------------------------------------- -Qt Image Formats | X,R | X,R | | | -------------------------------------------------------------------------------- -Qt Location | X,R | X,R | | | -------------------------------------------------------------------------------- -Qt Mac Extras | X,R | X,R | | | -------------------------------------------------------------------------------- -Qt Network Authorization | X,R | X,R | | | -------------------------------------------------------------------------------- -Qt NFC | X,R | X,R | | | -------------------------------------------------------------------------------- -Qt Platform Headers | X,R | X,R | | | -------------------------------------------------------------------------------- -Qt Positioning | X,R | X,R | | | -------------------------------------------------------------------------------- -Qt Print Support | X,R | X,R | | | -------------------------------------------------------------------------------- -Qt Purchasing | X,R | X,R | | | -------------------------------------------------------------------------------- -Qt for Python | X,R | X,R | | | -------------------------------------------------------------------------------- -Qt Quick Controls | X,R | X,R | | | -------------------------------------------------------------------------------- -Qt Quick Extras | X,R | X,R | | | -------------------------------------------------------------------------------- -Qt Quick Widgets | X,R | X,R | | | -------------------------------------------------------------------------------- -Qt SCXML | X,R | X,R | | | -------------------------------------------------------------------------------- -Qt Sensors | X,R | X,R | | | -------------------------------------------------------------------------------- -Qt Serial Bus | X,R | X,R | | | -------------------------------------------------------------------------------- -Qt Serial Port | X,R | X,R | | | -------------------------------------------------------------------------------- -Qt Speech | X,R | X,R | | | -------------------------------------------------------------------------------- -Qt SVG | X,R | X,R | | | -------------------------------------------------------------------------------- -Qt UI Tools | X,R | X,R | | | -------------------------------------------------------------------------------- -Qt WebChannel | X,R | X,R | | | -------------------------------------------------------------------------------- -Qt WebEngine | X,R | X,R | | | -------------------------------------------------------------------------------- -Qt WebSockets | X,R | X,R | | | -------------------------------------------------------------------------------- -Qt WebView | X,R | X,R | | | -------------------------------------------------------------------------------- -Qt Windows Extras | X,R | X,R | | | -------------------------------------------------------------------------------- -Qt X11 Extras | X,R | X,R | | | -------------------------------------------------------------------------------- -Qt XML | X,R | X,R | | | -------------------------------------------------------------------------------- -Qt XML Patterns | X,R | X,R | | | -------------------------------------------------------------------------------- -Qt Wayland Compositor | X,R | X,R | | | -------------------------------------------------------------------------------- -Qt Charts | X,R | X,R | | | -------------------------------------------------------------------------------- -Qt Data Visualization | X,R | X,R | | | -------------------------------------------------------------------------------- -Qt Virtual Keyboard | X,R | X,R | | | -------------------------------------------------------------------------------- -Boot 2 Qt stack | | X,R | | | -------------------------------------------------------------------------------- -Qt OTA | | X,R | | | -------------------------------------------------------------------------------- -Device Utilities | | X,R | | | -------------------------------------------------------------------------------- -Qt Debugging Bridge (QDB) Daemon | | X,R | | | -------------------------------------------------------------------------------- -Qt Quick Ultralite Controls | | | X,R | | -------------------------------------------------------------------------------- -Qt Quick Ultralite | | | X,R | | -------------------------------------------------------------------------------- -Qt Creator | X | X | X | | -------------------------------------------------------------------------------- -Qt Designer (Qt Widget Designer) | X | X | | | -------------------------------------------------------------------------------- -Qt Quick Designer (Qt Creator plugin) | X | X | X | | -------------------------------------------------------------------------------- -Qt Linguist | X | X | X | | -------------------------------------------------------------------------------- -Qt Assistant | X | X | X | | -------------------------------------------------------------------------------- -lupdate | X | X | X | | -------------------------------------------------------------------------------- -lrelease | X | X | X | | -------------------------------------------------------------------------------- -qmake | X | X | | | -------------------------------------------------------------------------------- -uic | X | X | | | -------------------------------------------------------------------------------- -rcc | X | X | | | -------------------------------------------------------------------------------- -qlalr | X | X | | | -------------------------------------------------------------------------------- -qdoc | X | X | | | -------------------------------------------------------------------------------- -qmlscene | X | X | | | -------------------------------------------------------------------------------- -qmlviewer | X | X | | | -------------------------------------------------------------------------------- -Target toolchains | | X | X | | -------------------------------------------------------------------------------- -Qt Debugging Bridge (QDB) Host Tools | | X | | | -------------------------------------------------------------------------------- -qtconfig-gui | | X | | | -------------------------------------------------------------------------------- -Qt Emulator | | X | | | -------------------------------------------------------------------------------- -qmlinterfacegenerator | | | X | | -------------------------------------------------------------------------------- -qmltocpp | | | X | | -------------------------------------------------------------------------------- -qulfontcompiler | | | X | | -------------------------------------------------------------------------------- -Qt53DStudioRuntime2 | | | | X,R | -------------------------------------------------------------------------------- -Qt 3D Studio | | | | X | -------------------------------------------------------------------------------- -Qt Design Studio | | | | | X -------------------------------------------------------------------------------- - - -APPENDIX 3: ADDITIONS TO LICENSED SOFTWARE -In addition to what is provided under the definition of the Licensed Software, -Parties agree that Licensed Software shall also include the Add-On Products of -The Qt Company, as mentioned in this Appendix, if included in the -quote / invoice. - -The Modules and/or Tools of the Licensed Software that are included with each -Add-On Product respectively are marked with 'X' in the below table. Parts of -the respective Add-On Product that are permitted for distribution in -object-code form only ("Redistributables") are marked with 'R' in the below -table. - -------------------------------------------------------------------------------- - | Add-On Product(s) -Modules / |------------------------------------------------------------------ -Tools of |Qt for |Qt |Qt Safe |Qt |Qt |Qt -Licensed |Automation |Automotive |Renderer |Application|Gammaray |Deployment -Software | |Suite | |Manager | |Platform - | | | | | |Package -------------------------------------------------------------------------------- -Qt MQTT | X,R | | | | | -------------------------------------------------------------------------------- -Qt KNX | X,R | | | | | -------------------------------------------------------------------------------- -Qt OPC UA | X,R | | | | | -------------------------------------------------------------------------------- -Qt CoAP | X,R | | | | | -------------------------------------------------------------------------------- -Qt Safe | | X,R | X,R | | | -Renderer | | | | | | -------------------------------------------------------------------------------- -Qt | | | | | | -Application | | X,R | | X,R | | -Manager | | | | | | -------------------------------------------------------------------------------- -Qt IVI | | X,R | | | | -------------------------------------------------------------------------------- -Reference UI| | X,R | | | | -------------------------------------------------------------------------------- -Qt GENIVI | | X,R | | | | -Extras | | | | | | -------------------------------------------------------------------------------- -QML Live | | X | | | | -------------------------------------------------------------------------------- -Qt Creator | | X | | | | -Deployment | | | | | | -------------------------------------------------------------------------------- -Qt Creator | | | | | | -Plugin for | | | | | | -Qt | | X | | X | | -Application | | | | | | -Manager | | | | | | -------------------------------------------------------------------------------- -Qt | | | | | | -Automotive | | | | | | -Suite | | X | | | | -Deployment | | | | | | -Server | | | | | | -------------------------------------------------------------------------------- -Qt Design | | X | | | | -Studio | | | | | | -------------------------------------------------------------------------------- -Qt 3D Studio| | X | | | | -------------------------------------------------------------------------------- -GammaRay | | X | | | X | -------------------------------------------------------------------------------- -Platform | | | | | | -adaptations | | | | | | -for | | | | | | X -specified | | | | | | -Deployment | | | | | | -Platforms | | | | | | -------------------------------------------------------------------------------- -Qt for | | | | | | -Device | | X | | | | -Creation | | | | | | -------------------------------------------------------------------------------- - -All the above Redistributables are subject to applicable provisions and -limitations including but not limited to what is defined in section 3 of the -Agreement. - - -APPENDIX 4: SMALL BUSINESS AND STARTUP -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"): - (i) 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; - (ii) Development License under Section 3.1 is limited to a maximum of - three (3) Designated Users; and - (iii) 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 renew the Trial Term. Renewal is limited to one - time, and the total duration of Trial Term is thus 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 -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. - |