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diff --git a/LICENSE.QT-LICENSE-AGREEMENT b/LICENSE.QT-LICENSE-AGREEMENT new file mode 100644 index 0000000000..19a20ea42a --- /dev/null +++ b/LICENSE.QT-LICENSE-AGREEMENT @@ -0,0 +1,1331 @@ +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. + |