From 0b2f13924263ad37e1654a856deb26601d09c4b4 Mon Sep 17 00:00:00 2001 From: Jani Heikkinen Date: Mon, 18 Nov 2019 09:24:33 +0200 Subject: Update Qt enterprise license agreement file to version 4.2 Change-Id: I4c42f92bda472aad5b0a0ebb92c6a982f1f64714 Reviewed-by: Akseli Salovaara --- LICENSE.QT-LICENSE-AGREEMENT-4.0 | 913 --------------------------- LICENSE.QT-LICENSE-AGREEMENT-4.2 | 1285 ++++++++++++++++++++++++++++++++++++++ 2 files changed, 1285 insertions(+), 913 deletions(-) delete mode 100644 LICENSE.QT-LICENSE-AGREEMENT-4.0 create mode 100644 LICENSE.QT-LICENSE-AGREEMENT-4.2 diff --git a/LICENSE.QT-LICENSE-AGREEMENT-4.0 b/LICENSE.QT-LICENSE-AGREEMENT-4.0 deleted file mode 100644 index 74bd6bb41c..0000000000 --- a/LICENSE.QT-LICENSE-AGREEMENT-4.0 +++ /dev/null @@ -1,913 +0,0 @@ -QT LICENSE AGREEMENT -Agreement version 4.0 - -This License Agreement ("Agreement") is a legal agreement between The Qt -Company (as defined below) and the Licensee (as defined below) for the license -of Licensed Software (as defined below). Capitalized terms used herein are -defined in Section 1. - -WHEREAS: - -(A). Licensee wishes to use the Licensed Software for the purpose of developing -and distributing Applications and/or Devices; and - -(B). The Qt Company is willing to grant the Licensee a right to use Licensed -Software for such purpose pursuant to term and conditions of this Agreement. - -NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS: - -1. DEFINITIONS - -"Affiliate" of a Party shall mean an entity (i) which is directly or indirectly -controlling such Party; (ii) which is under the same direct or indirect -ownership or control as such Party; or (iii) which is directly or indirectly -owned or controlled by such Party. For these purposes, an entity shall be -treated as being controlled by another if that other entity has fifty percent -(50 %) or more of the votes in such entity, is able to direct its affairs -and/or to control the composition of its board of directors or equivalent body. - -"Applications" shall mean Licensee's software products created using the -Licensed Software, which may include the Redistributables, or part -thereof. - -"Contractor(s)" shall mean third party consultants, distributors and -contractors performing services to a Party under applicable contractual -arrangement. - -"Customer(s)" shall mean Licensee's end users to whom Licensee, directly or -indirectly, distributes copies of the Redistributables. - -"Deployment Platforms" shall mean operating systems specified in the License -Certificate, in which the Redistributables can be distributed pursuant to the -terms and conditions of this Agreement. - -"Designated User(s)" shall mean the employee(s) of Licensee or Licensee's -Affiliates acting within the scope of their employment or Licensee's -Contractors acting within the scope of their services for Licensee and on -behalf of Licensee. Designated Users shall be named in the License Certificate. - -"Development License" shall mean the license needed by the Licensee for each -Designated User to use the Licensed Software under the license grant described -in Section 3.1 of this Agreement. - -"Development Platforms" shall mean those operating systems specified in the -License Certificate, in which the Licensed Software can be used under the -Development License, but not distributed in any form or used for any other -purpose. - -"Devices" shall mean hardware devices or products that 1) are manufactured -and/or distributed by the Licensee or its Affiliates or Contractors, and -(2)(i) incorporate or integrate the Redistributables or parts thereof; or (ii) -do not incorporate or integrate the Redistributables at the time of -distribution, but where, when used by a Customer, the main user interface or -substantial functionality of such device is provided by Application(s) or -otherwise depends on the Licensed Software. - -"Distribution License(s)" shall mean the license required for distribution of -Redistributables in connection with Devices pursuant to license grant described -in Section 3.3 of this Agreement. - -"Distribution License Packs" shall mean set of prepaid Distribution Licenses -for distribution of Redistributables, as defined in The Qt Company's standard -price list, quote, Purchase Order confirmation or in an appendix hereto, -as the case may be. - -"Intellectual Property Rights" shall mean patents (including utility models), -design patents, and designs (whether or not capable of registration), chip -topography rights and other like protection, copyrights, trademarks, service -marks, trade names, logos or other words or symbols and any other form of -statutory protection of any kind and applications for any of the foregoing as -well as any trade secrets. - -"License Certificate" shall mean a certificate generated by The Qt Company for -each Designated User respectively upon them downloading the licensed Software. -License Certificate will be available under respective Designated User's Qt -Account at account.qt.io and it will specify the Designated User, the -Development Platforms, Deployment Platforms and the License Term. The terms of -the License Certificate are considered part of this Agreement and shall be -updated from time to time to reflect any agreed changes to the foregoing terms -relating to Designated User's rights to the Licensed Software. - -"License Fee" shall mean the fee charged to the Licensee for rights granted -under the terms of this Agreement. - -"License Term" shall mean the agreed validity period of the Development -License of the respective Designated User, during which time the -Designated User is entitled to use the Licensed Software, as set forth in the -respective License Certificate. - -"Licensed Software" shall mean all versions of the - -(i) Qt Toolkit (including Qt Essentials, Qt Add-Ons and Value-Add modules) as -described in http://doc.qt.io/qt-5/qtmodules.html, - -(ii) Qt Creator (including Creator IDE tool) as described in -http://doc.qt.io/qtcreator/index.html, - -(iii) Qt 3D Studio as described in http://doc.qt.io/qt3dstudio/index.html, and - -as well as corresponding online or electronic documentation, associated media -and printed materials, including the source code, example programs and the -documentation, licensed to the Licensee under this Agreement. Licensed Software -does not include Third Party Software (as defined in Section 4), Open Source -Qt, or other software products of The Qt Company (for example Qt Safe Renderer -and Qt for Automation), unless such other software products of The Qt Company -are separately agreed in writing to be included in scope of the Licensed -Software. - -"Licensee" shall mean the individual or legal entity that is party to this -Agreement, as identified on the signature page hereof. - -"Licensee's Records" shall mean books and records that are likely to contain -information bearing on Licensee's compliance with this Agreement or the -payments due to The Qt Company under this Agreement, including, but not limited -to: assembly logs, sales records and distribution records. - -"Modified Software" shall have the meaning as set forth in Section 2.3. - -"Online Services" shall mean any services or access to systems made available -by The Qt Company to the Licensee over the Internet relating to the Licensed -Software or for the purpose of use by the Licensee of the Licensed Software or -Support. Use of any such Online Services is discretionary for the Licensee and -some of them may be subject to additional fees. - -"Open Source Qt" shall mean the non-commercial Qt computer software products, -licensed under the terms of the GNU Lesser General Public License, version -2.1 or later ("LGPL") or the GNU General Public License, version 2.0 or later -("GPL"). For clarity, Open Source Qt shall not be provided nor governed under -this Agreement. - -"Party" or "Parties" shall mean Licensee and/or The Qt Company. - -"Redistributables" shall mean the portions of the Licensed Software set forth -in Appendix 1, Section 1 that may be distributed pursuant to the terms of this -Agreement in object code form only, including any relevant documentation. -Where relevant, any reference to Licensed Software in this Agreement shall -include and refer also to Redistributables. - -"Renewal Term" shall mean an extension of previous License Term as agreed -between the Parties. - -"Submitted Modified Software" shall have the meaning as set forth in -Section 2.3. - -"Support" shall mean standard developer support that is provided by The Qt -Company to assist Designated Users in using the Licensed Software in -accordance with The Qt Company's standard support terms and as further -defined in Section 8 hereunder. - -"Taxes" shall have the meaning set forth in Section 10.5. - -"Term" shall have the meaning set forth in Section 12. - -"The Qt Company" shall mean: - -(i) in the event Licensee is an individual residing in the United States or a -legal entity incorporated in the United States or having its headquarters in -the United States, The Qt Company Inc., a Delaware corporation with its office -at 2350 Mission College Blvd., Suite 1020, Santa Clara, CA 95054, USA.; or - -(ii) in the event the Licensee is an individual residing outside of the United -States or a legal entity incorporated outside of the United States or having -its registered office outside of the United States, The Qt Company Ltd., a -Finnish company with its registered office at Bertel Jungin aukio D3A, 02600 -Espoo, Finland. - -"Third Party Software " shall have the meaning set forth in Section 4. - -"Updates" shall mean a release or version of the Licensed Software containing -bug fixes, error corrections and other changes that are generally made -available to users of the Licensed Software that have contracted for Support. -Updates are generally depicted as a change to the digits following the decimal -in the Licensed Software version number. The Qt Company shall make Updates -available to the Licensee under the Support. Updates shall be considered as -part of the Licensed Software hereunder. - -"Upgrades" shall mean a release or version of the Licensed Software containing -enhancements and new features and are generally depicted as a change to the -first digit of the Licensed Software version number. In the event Upgrades are -provided to the Licensee under this Agreement, they shall be considered as -part of the Licensed Software hereunder. - -2. OWNERSHIP - -2.1 Ownership of The Qt Company - -The Licensed Software is protected by copyright laws and international -copyright treaties, as well as other intellectual property laws and treaties. -The Licensed Software is licensed, not sold. - -All The Qt Company's Intellectual Property Rights are and shall remain the -exclusive property of The Qt Company or its licensors respectively. - -2.2 Ownership of Licensee - -All the Licensee's Intellectual Property Rights are and shall remain the -exclusive property of the Licensee or its licensors respectively. - -All Intellectual Property Rights to the Modified Software, Applications and -Devices shall remain with the Licensee and no rights thereto shall be granted -by the Licensee to The Qt Company under this Agreement (except as set forth in -Section 2.3 below). - -2.3 Modified Software - -Licensee may create bug-fixes, error corrections, patches or modifications to -the Licensed Software ("Modified Software"). Such Modified Software may break -the source or binary compatibility with the Licensed Software (including -without limitation through changing the application programming interfaces -("API") or by adding, changing or deleting any variable, method, or class -signature in the Licensed Software and/or any inter-process protocols, services -or standards in the Licensed Software libraries). To the extent that Licensee's -Modified Software so breaks source or binary compatibility with the Licensed -Software, Licensee acknowledges that The Qt Company's ability to provide -Support may be prevented or limited and Licensee's ability to make use of -Updates may be restricted. - -Licensee may, at its sole and absolute discretion, choose to submit Modified -Software to The Qt Company ("Submitted Modified Software") in connection with -Licensee's Support request, service request or otherwise. In the event Licensee -does so, then, Licensee hereby grants The Qt Company a sublicensable, -assignable, irrevocable, perpetual, worldwide, non-exclusive, royalty-free and -fully paid-up license, under all of Licensee's Intellectual Property Rights, to -reproduce, adapt, translate, modify, and prepare derivative works of, publicly -display, publicly perform, sublicense, make available and distribute such -Submitted Modified Software as The Qt Company sees fit at its free and absolute -discretion. - -3. LICENSES GRANTED - -3.1 Development with Licensed Software - -Subject to the terms of this Agreement, The Qt Company grants to Licensee a -personal, worldwide, non-exclusive, non-transferable license, valid for the -License Term, to use, modify and copy the Licensed Software by Designated Users -on the Development Platforms for the sole purposes of designing, developing, -demonstrating and testing Application(s) and/or Devices, and to provide thereto -related support and other related services to end-user Customers. - -Licensee may install copies of the Licensed Software on an unlimited number of -computers provided that (i) only the Designated Users may use the Licensed -Software, and (ii) all Designated Users must have a valid Development License -to use Licensed Software. - -Licensee may at any time designate another Designated User to replace a then- -current Designated User by notifying The Qt Company in writing, provided that -any Designated User may be replaced only once during any six-month period. - -Upon expiry of the initially agreed License Term, the respective License Terms -shall be automatically extended to one or more Renewal Term(s), unless and -until either Party notifies the other Party in writing that it does not wish to -continue the License Term, such notification to be provided to the other Party -no less than ninety (90) days before expiry of the respective License Term. -Unless otherwise agreed between the Parties, Renewal Term shall be of equal -length with the initial Term. - -Any such Renewal Term shall be subject to License Fees agreed between the -Parties or, if no advance agreement exists, subject to The Qt Company's -standard pricing applicable at the commencement date of any such Renewal Term. - -3.2 Distribution of Applications - -Subject to the terms of this Agreement, The Qt Company grants to Licensee a -personal, worldwide, non-exclusive, non-transferable, revocable (for cause -pursuant to this Agreement) right and license, valid for the Term, to - -(i) distribute, by itself or through its Contractors, Redistributables as -installed, incorporated or integrated into Applications for execution on the -Deployment Platforms, and - -(ii) grant sublicenses to Redistributables, as distributed hereunder, for -Customers solely for Customer's internal use and to the extent necessary in -order for the Customers to use the Applications for their respective intended -purposes. - -Right to distribute the Redistributables as part of an Application as provided -herein is not royalty-bearing but is conditional upon the Licensee having paid -the agreed Development Licenses from The Qt Company before distributing any -Redistributables to Customers. - -3.3 Distribution of Devices - -Subject to the terms of this Agreement, The Qt Company grants to Licensee a -personal, worldwide, non-exclusive, non-transferable, revocable (for cause -pursuant to this Agreement) right and license, valid for the Term, to - -(i) distribute, by itself or through one or more tiers of Contractors, -Redistributables as installed, incorporated or integrated, or intended to be -installed, incorporated or integrated into Devices for execution on the -Deployment Platforms, and - -(ii) grant sublicenses to Redistributables, as distributed hereunder, for -Customers solely for Customer's internal use and to the extent necessary in -order for the Customers to use the Devices for their respective intended -purposes. - -Right to distribute the Redistributables with Devices as provided herein is -conditional upon the Licensee having purchased and paid the appropriate amount -of Development and Distribution Licenses from The Qt Company before -distributing any Redistributables to Customers. - -3.4 Further Requirements - -The licenses granted above in this Section 3 by The Qt Company to Licensee are -conditional and subject to Licensee's compliance with the following terms: - -(i) Licensee shall not remove or alter any copyright, trademark or other -proprietary rights notice contained in any portion of the Licensed Software; - -(ii) Applications must add primary and substantial functionality to the -Licensed Software; - -(iii) Applications may not pass on functionality which in any way makes it -possible for others to create software with the Licensed Software; provided -however that Licensee may use the Licensed Software's scripting and QML ("Qt -Quick") functionality solely in order to enable scripting, themes and styles -that augment the functionality and appearance of the Application(s) without -adding primary and substantial functionality to the Application(s); - -(iv) Applications must not compete with the Licensed Software; - -(v) Licensee shall not use The Qt Company's or any of its suppliers' names, -logos, or trademarks to market Applications, except that Licensee may use -"Built with Qt" logo to indicate that Application(s) was developed using the -Licensed Software; - -(vi) Licensee shall not distribute, sublicense or disclose source code of -Licensed Software to any third party (provided however that Licensee may -appoint employee(s) of Contractors as Designated Users to use Licensed -Software pursuant to this Agreement). Such right may be available for the -Licensee subject to a separate software development kit ("SDK") license -agreement to be concluded with The Qt Company; - -(vii) Licensee shall not grant the Customers a right to (i) make copies of the -Redistributables except when and to the extent required to use the Applications -and/or Devices for their intended purpose, (ii) modify the Redistributables or -create derivative works thereof, (iii) decompile, disassemble or otherwise -reverse engineer Redistributables, or (iv) redistribute any copy or portion of -the Redistributables to any third party, except as part of the onward sale of -the Device on which the Redistributables are installed; - -(viii) Licensee shall not and shall cause that its Affiliates or Contractors -shall not a) in any way combine, incorporate or integrate Licensed Software -with, or use Licensed Software for creation of, any software created with or -incorporating Open Source Qt, or b) incorporate or integrate Applications -into a hardware device or product other than a Device, unless Licensee has -received an advance written permission from The Qt Company to do so. Absent -such written permission, any and all distribution by the Licensee during the -Term of a hardware device or product a) which incorporate or integrate any -part of Licensed Software or Open Source Qt; or b) where the main user -interface or substantial functionality is provided by software build with -Licensed Software or Open Source Qt or otherwise depends on the Licensed -Software or Open Source Qt, shall be considered as a Device distribution under -this Agreement and dependent on compliance thereof (including but not limited -to obligation to pay applicable License Fees for such distribution); - -(ix) Licensee shall cause all of its Affiliates and Contractors entitled to -make use of the licenses granted under this Agreement, to be contractually -bound to comply with the relevant terms of this Agreement and not to use the -Licensed Software beyond the terms hereof and for any purposes other than -operating within the scope of their services for Licensee. Licensee shall be -responsible for any and all actions and omissions of its Affiliates and -Contractors relating to the Licensed Software and use thereof (including but -not limited to payment of all applicable License Fees); - -(x) Except when and to the extent explicitly provided in this Section 3, -Licensee shall not transfer, publish, disclose, display or otherwise make -available the Licensed Software; - -; and - -(xi) Licensee shall not attempt or enlist a third party to conduct or attempt -to conduct any of the above. - -Above terms shall not be applicable if and to the extent they conflict with any -mandatory provisions of any applicable laws. - -Any use of Licensed Software beyond the provisions of this Agreement is -strictly prohibited and requires an additional license from The Qt Company. - -4. THIRD PARTY SOFTWARE - -The Licensed Software may provide links to third party libraries or code -(collectively "Third Party Software") to implement various functions. Third -Party Software does not comprise part of the Licensed Software. In some cases, -access to Third Party Software may be included in the Licensed Software. Such -Third Party Software will be listed in the ".../src/3rdparty" source tree -delivered with the Licensed Software or documented in the Licensed Software, as -such may be amended from time to time. Licensee acknowledges that use or -distribution of Third Party Software is in all respects subject to applicable -license terms of applicable third party right holders. - -5. PRE-RELEASE CODE - -The Licensed Software may contain pre-release code and functionality marked or -otherwise stated as "Technology Preview", "Alpha", "Beta" or similar -designation. Such pre-release code may be present in order to provide -experimental support for new platforms or preliminary versions of one or more -new functionalities. The pre-release code may not be at the level of -performance and compatibility of a final, generally available, product -offering of the Licensed Software. The pre-release parts of the Licensed -Software may not operate correctly, may contain errors and may be substantially -modified by The Qt Company prior to the first commercial product release, if -any. The Qt Company is under no obligation to make pre-release code -commercially available, or provide any Support or Updates relating thereto. The -Qt Company assumes no liability whatsoever regarding any pre-release code, but -any use thereof is exclusively at Licensee's own risk and expense. - -6. LIMITED WARRANTY AND WARRANTY DISCLAIMER - -The Qt Company hereby represents and warrants that it has the power and -authority to grant the rights and licenses granted to Licensee under this -Agreement. - -Except as set forth above, the Licensed Software is licensed to Licensee -"as is" and Licensee's exclusive remedy and The Qt Company's entire liability -for errors in the Licensed Software shall be limited, at The Qt Company's -option, to correction of the error, replacement of the Licensed Software or -return of the applicable fees paid for the defective Licensed Software for the -time period during which the License is not able to utilize the Licensed -Software under the terms of this Agreement. - -TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE QT COMPANY ON BEHALF OF -ITSELF AND ITS LICENSORS, SUPPLIERS AND AFFILIATES, DISCLAIMS ALL OTHER -WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED -WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON- -INFRINGEMENT WITH REGARD TO THE LICENSED SOFTWARE. THE QT COMPANY DOES NOT -WARRANT THAT THE LICENSED SOFTWARE WILL SATISFY LICENSEE'S REQUIREMENTS OR THAT -IT WILL OPERATE WITHOUT DEFECT OR ERROR OR THAT THE OPERATION THEREOF WILL BE -UNINTERRUPTED. ALL USE OF AND RELIANCE ON THE LICENSED SOFTWARE IS AT THE SOLE -RISK OF AND RESPONSIBILITY OF LICENSEE. - -7. INDEMNIFICATION AND LIMITATION OF LIABILITY - -7.1 Limitation of Liability - -EXCEPT FOR (I) CASES OF GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, AND (II) -BREACH OF CONFIDENTIALITY, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO -EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOSS OF PROFIT, -LOSS OF DATA, LOSS OF BUSINESS OR GOODWILL OR ANY OTHER INDIRECT, SPECIAL, -CONSEQUENTIAL, INCIDENTAL OR PUNITIVE COST, DAMAGES OR EXPENSE OF ANY KIND, -HOWSOEVER ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT. PARTIES -SPECIFICALLY AGREE THAT LICENSEE'S OBLIGATION TO PAY LICENSE AND OTHER FEES -CORRESPONDING TO ACTUAL USAGE OF LICENSED SOFTWARE HEREUNDER SHALL BE -CONSIDERED AS A DIRECT DAMAGE. - -EXCEPT FOR (I) CASES OF GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, AND (II) -BREACH OF CONFIDENTIALITY, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN -NO EVENT SHALL EITHER PARTY'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT -EXCEED THE AGGREGATE LICENSE FEES PAID OR PAYABLE TO THE QT COMPANY FROM -LICENSEE DURING THE PERIOD OF TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE -EVENT RESULTING IN SUCH LIABILITY. - -THE PROVISIONS OF THIS SECTION 7 ALLOCATE THE RISKS UNDER THIS AGREEMENT -BETWEEN THE QT COMPANY AND LICENSEE AND THE PARTIES HAVE RELIED UPON THE -LIMITATIONS SET FORTH HEREIN IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT. - -7.2 Licensee's Indemnification - -Licensee shall indemnify and hold harmless The Qt Company from and against any -claim, injury, judgment, settlement, loss or expense, including attorneys' fees -related to: (a) Licensee's misrepresentation in connection with The Qt Company -or the Licensed Software or breach of this Agreement, (b) the Application or -Device (except where such cause of liability is solely attributable to the -Licensed Software). - -8. SUPPORT, UPDATES AND ONLINE SERVICES - -Upon due payment of the agreed License Fees the Licensee will be eligible to -receive Support and Updates and to use the Online Services during the License -Term, provided, however, that in the event the License Term is longer than 36 -months, Support is provided only for the first 12 months, unless the Parties -specifically otherwise agree. - -Unless otherwise decided by The Company at its free and absolute discretion, -Upgrades will not be included in the Support but may be available subject to -additional fees. - -From time to time The Qt Company may change the Support terms, provided that -during the respective ongoing License Term the level of Support provided by The -Qt Company may not be reduced without the consent of the Licensee. - -Unless otherwise agreed, The Qt Company shall not be responsible for providing -any service or support to Customers. - -9. CONFIDENTIALITY - -Each Party acknowledges that during the Term of this Agreement each Party may -receive information about the other Party's business, business methods, -business plans, customers, business relations, technology, and other -information, including the terms of this Agreement, that is confidential and -of great value to the other Party, and the value of which would be -significantly reduced if disclosed to third parties ("Confidential -Information"). Accordingly, when a Party (the "Receiving Party") receives -Confidential Information from the other Party (the "Disclosing Party"), the -Receiving Party shall only disclose such information to employees and -Contractors on a need to know basis, and shall cause its employees and -employees of its Affiliates to: (i) maintain any and all Confidential -Information in confidence; (ii) not disclose the Confidential Information to a -third party without the Disclosing Party's prior written approval; and (iii) -not, directly or indirectly, use the Confidential Information for any purpose -other than for exercising its rights and fulfilling its responsibilities -pursuant to this Agreement. Each Party shall take reasonable measures to -protect the Confidential Information of the other Party, which measures shall -not be less than the measures taken by such Party to protect its own -confidential and proprietary information. - -Obligation of confidentiality shall not apply to information that (i) is or -becomes generally known to the public through no act or omission of the -Receiving Party; (ii) was in the Receiving Party's lawful possession prior to -the disclosure hereunder and was not subject to limitations on disclosure or -use; (iii) is developed independently by employees or Contractors of the -Receiving Party or other persons working for the Receiving Party who have not -had access to the Confidential Information of the Disclosing Party, as proven -by the written records of the Receiving Party; (iv) is lawfully disclosed to -the Receiving Party without restrictions, by a third party not under an -obligation of confidentiality; or (v) the Receiving Party is legally compelled -to disclose, in which case the Receiving Party shall notify the Disclosing -Party of such compelled disclosure and assert the privileged and confidential -nature of the information and cooperate fully with the Disclosing Party to -limit the scope of disclosure and the dissemination of disclosed Confidential -Information to the minimum extent necessary. - -The obligations under this Section 9 shall continue to remain in force for a -period of five (5) years after the last disclosure, and, with respect to trade -secrets, for so long as such trade secrets are protected under applicable trade -secret laws. - -10. FEES, DELIVERY AND PAYMENT - -10.1 License Fees - -License Fees are described in The Qt Company's standard price list, quote or -Purchase Order confirmation or in an appendix hereto, as the case may be. - -The License Fees shall not be refunded or claimed as a credit in any event or -for any reason whatsoever. - -10.2 Ordering Licenses - -Licensee may purchase Development Licenses and Distribution Licenses pursuant -to agreed pricing terms or, if no specific pricing terms have been agreed upon, -at The Qt Company's standard pricing terms applicable at the time of purchase. - -Licensee shall submit all purchase orders for Development Licenses and -Distribution Licenses to The Qt Company by email or any other method acceptable -to The Qt Company (each such order is referred to herein as a "Purchase Order") -for confirmation, whereupon the Purchase Order shall become binding between the -Parties. - -10.3 Distribution License Packs - -Unless otherwise agreed, Distribution Licenses shall be purchased by way of -Distribution License Packs. - -Upon due payment of the ordered Distribution License Pack(s), the Licensee will -have an account of Distribution Licenses available for installing, bundling or -integrating (all jointly "installing") the Redistributables with the Devices or -for otherwise distributing the Redistributables in accordance with this -Agreement. - -Each time Licensee "installs" or distributes a copy of Redistributables, then -one Distribution License is used, and Licensee's account of available -Distribution Licenses is decreased accordingly. - -Licensee may "install" copies of the Redistributables so long as Licensee has -Distribution Licenses remaining on its account. - -Redistributables will be deemed to have been "installed" into a Device when one -of the following circumstances shall have occurred: a) the Redistributables -have been loaded onto the Device and used outside of the Licensee's premises or -b) the Device has been fully tested and placed into Licensee's inventory -(or sold) for the first time (i.e., Licensee will not be required to use -(or pay for) more than one Distribution License for each individual Device, -e.g. in a situation where a Device is returned to Licensee's inventory after -delivery to a distributor or sale to a Customer). In addition, if Licensee -includes a back-up copy of the Redistributables on a CD-ROM or other storage -medium along with the product, that backup copy of the Redistributables will -not be deemed to have been "installed" and will not require an additional -Distribution License. - -10.4 Payment Terms - -License Fees and any other charges under this Agreement shall be paid by -Licensee no later than thirty (30) days from the date of the applicable invoice -from The Qt Company. - -The Qt Company will submit an invoice to Licensee after the date of this -Agreement and/or after The Qt Company receives a Purchase Order from -Licensee. - -A late payment charge of the lower of (a) one percent per month; or (b) the -interest rate stipulated by applicable law, shall be charged on any unpaid -balances that remain past due. - -The Qt Company shall have the right to suspend, terminate or withhold grants -of all rights to the Licensed Software hereunder, including but not limited to -the Developer License, Distribution License, and Support, should Licensee fail -to make payment in timely fashion. - -10.5 Taxes - -All License Fees and other charges payable hereunder are gross amounts but -exclusive of any value added tax, use tax, sales tax and other taxes, duties or -tariffs ("Taxes"). Such applicable Taxes shall be paid by Licensee, or, where -applicable, in lieu of payment of such Taxes, Licensee shall provide an -exemption certificate to The Qt Company and any applicable authority. - -11 RECORD-KEEPING AND REPORTING OBLIGATIONS; AUDIT RIGHTS - -11.1 Licensee's Record-keeping - -Licensee shall at all times maintain accurate and up-to-date written records of -Licensee's activities related to the use of Licensed Software and distribution -of Redistributables. The records shall be adequate to determine Licensee's -compliance with the provisions of this Agreement and to demonstrate the number -of Designated Users and Redistributables distributed by Licensee. The records -shall conform to good accounting practices reasonably acceptable to The Qt -Company. - -Licensee shall, within thirty (30) days from receiving The Qt Company's request -to that effect, deliver to The Qt Company a report on Licensee's usage of -Licensed Software, such report to copies of Redistributables distributed by -Licensee during that calendar quarter, and also detailing the number of -undistributed copies of Redistributables made by Licensee and remaining in its -account contain information, in sufficient detail, on (i) amount of users -working with Licensed Software, (ii) copies of Redistributables distributed by -Licensee during that calendar quarter, (iii) number of undistributed copies of -Redistributables and corresponding number of unused Distribution Licenses -remaining on Licensee's account, and (iv) any other information as The Qt -Company may reasonably require from time to time. - -11.2. The Qt Company's Audit Rights - -The Qt Company or an independent auditor acting on behalf of The Qt Company's, -may, upon at least five (5) business days' prior written notice and at its -expense, audit Licensee with respect to the use of the Redistributables, but -not more frequently than once during each 6-month period. Such audit may be -conducted by mail, electronic means or through an in-person visit to Licensee's -place of business. Any such in-person audit shall be conducted during regular -business hours at Licensee's facilities and shall not unreasonably interfere -with Licensee's business activities. The Qt Company or the independent auditor -acting on behalf of The Qt Company shall be entitled to inspect Licensee's -Records. All such Licensee's Records and use thereof shall be subject to an -obligation of confidentiality under this Agreement. - -If an audit reveals that Licensee is using the Licensed Software beyond scope -of the licenses Licensee has paid for, Licensee agrees to immediately pay The -Qt Company any amounts owed for such unauthorized use. - -In addition, in the event the audit reveals a material violation of the terms -of this Agreement (underpayment of more than 5% of License Fees shall always be -deemed a material violation for purposes of this section), then the Licensee -shall pay The Qt Company's reasonable cost of conducting such audit. - -12 TERM AND TERMINATION - -12.1 Term - -This Agreement shall enter into force upon due acceptance by both Parties and -remain in force for as long as there is any Development License(s) in force -("Term"), unless and until terminated pursuant to the terms of this Section 12. - -12.2 Termination by The Qt Company - -The Qt Company shall have the right to terminate this Agreement upon thirty -(30) days prior written notice if the Licensee is in material breach of any -obligation of this Agreement and fails to remedy such breach within such notice -period. - -12.3 Mutual Right to Terminate - -Either Party shall have the right to terminate this Agreement immediately upon -written notice in the event that the other Party becomes insolvent, files for -any form of bankruptcy, makes any assignment for the benefit of creditors, has -a receiver, administrative receiver or officer appointed over the whole or a -substantial part of its assets, ceases to conduct business, or an act -equivalent to any of the above occurs under the laws of the jurisdiction of the -other Party. - -12.4 Parties' Rights and Duties upon Termination - -Upon expiry or termination of the Agreement Licensee shall cease and shall -cause all Designated Users (including those of its Affiliates' and -Contractors') to cease using the Licensed Software and distribution of the -Redistributables under this Agreement. - -Notwithstanding the above, in the event the Agreement expires or is terminated: - -(i) as a result of The Qt Company choosing not to renew the Development -License(s) as set forth in Section 3.1, then all valid licenses possessed by -the Licensee at such date shall be extended to be valid in perpetuity under the -terms of this Agreement and Licensee is entitled to purchase additional -licenses as set forth in Section 10.2; or - -(ii) for reason other than by The Qt Company pursuant to item (i) above or -pursuant to Section 12.2, then the Licensee is entitled, for a period of six -(6) months after the effective date of termination, to continue distribution of -Devices under the Distribution Licenses paid but unused at such effective date -of termination. - -Upon any such termination the Licensee shall destroy or return to The Qt -Company all copies of the Licensed Software and all related materials and will -certify the same to The Qt Company upon its request, provided however that -Licensee may retain and exploit such copies of the Licensed Software as it may -reasonably require in providing continued support to Customers. - -Expiry or termination of this Agreement for any reason whatsoever shall not -relieve Licensee of its obligation to pay any License Fees accrued or payable -to The Qt Company prior to the effective date of termination, and Licensee -shall immediately pay to The Qt Company all such fees upon the effective date -of termination. Termination of this Agreement shall not affect any rights of -Customers to continue use of Applications and Devices (and therein incorporated -Redistributables). - -12.5 Extension in case of bankruptcy - -In the event The Qt Company is declared bankrupt under a final, non-cancellable -decision by relevant court of law, and this Agreement is not, at the date of -expiry of the Development License(s) pursuant to Section 3.1, assigned to -party, who has assumed The Qt Company's position as a legitimate licensor of -Licensed Software under this Agreement, then all valid licenses possessed by -the Licensee at such date of expiry, and which the Licensee has not notified -for expiry, shall be extended to be valid in perpetuity under the terms of -this Agreement. - -13. GOVERNING LAW AND LEGAL VENUE - -In the event this Agreement is in the name of The Qt Company Inc., a Delaware -Corporation, then: - -(i) this Agreement shall be construed and interpreted in accordance with the -laws of the State of California, USA, excluding its choice of law provisions; - -(ii) the United Nations Convention on Contracts for the International Sale of -Goods will not apply to this Agreement; and - -(iii) any dispute, claim or controversy arising out of or relating to this -Agreement or the breach, termination, enforcement, interpretation or validity -thereof, including the determination of the scope or applicability of this -Agreement to arbitrate, shall be determined by arbitration in San Francisco, -USA, before one arbitrator. The arbitration shall be administered by JAMS -pursuant to JAMS' Streamlined Arbitration Rules and Procedures. Judgment on the -Award may be entered in any court having jurisdiction. This Section shall not -preclude parties from seeking provisional remedies in aid of arbitration from a -court of appropriate jurisdiction. - -In the event this Agreement is in the name of The Qt Company Ltd., a Finnish -Company, then: - -(i) this Agreement shall be construed and interpreted in accordance with the -laws of Finland, excluding its choice of law provisions; - -(ii) the United Nations Convention on Contracts for the International Sale of -Goods will not apply to this Agreement; and - -(iii) any disputes, controversy or claim arising out of or relating to this -Agreement, or the breach, termination or validity thereof shall be shall be -finally settled by arbitration in accordance with the Arbitration Rules of -Finland Chamber of Commerce. The arbitration tribunal shall consist of one (1), -or if either Party so requires, of three (3), arbitrators. The award shall be -final and binding and enforceable in any court of competent jurisdiction. The -arbitration shall be held in Helsinki, Finland and the process shall be -conducted in the English language. This Section shall not preclude parties from -seeking provisional remedies in aid of arbitration from a court of appropriate -jurisdiction. - -14. GENERAL PROVISIONS - -14.1 No Assignment - -Except in the case of a merger or sale of substantially all of its corporate -assets, Licensee shall not be entitled to assign or transfer all or any of its -rights, benefits and obligations under this Agreement without the prior written -consent of The Qt Company, which shall not be unreasonably withheld or delayed. -The Qt Company shall be entitled to freely assign or transfer any of its -rights, benefits or obligations under this Agreement. - -14.2 No Third Party Representations - -Licensee shall make no representations or warranties concerning the Licensed -Software on behalf of The Qt Company. Any representation or warranty Licensee -makes or purports to make on The Qt Company's behalf shall be void as to The -Qt Company. - -14.3 Surviving Sections - -Any terms and conditions that by their nature or otherwise reasonably should -survive termination of this Agreement shall so be deemed to survive. - -14.4 Entire Agreement - -This Agreement, the exhibits hereto, the License Certificate and any applicable -Purchase Order constitute the complete agreement between the Parties and -supersedes all prior or contemporaneous discussions, representations, and -proposals, written or oral, with respect to the subject matters discussed -herein. - -In the event of any conflict or inconsistency between this Agreement and any -Purchase Order, the terms of this Agreement will prevail over the terms of the -Purchase Order with respect to such conflict or inconsistency. - -Parties specifically acknowledge and agree that this Agreement prevails over -any click-to-accept or similar agreements the Designated Users may need to -accept online upon download of the Licensed Software, as may be required by -The Qt Company's applicable processes relating to Licensed Software. - -14.5 Modifications - -No modification of this Agreement shall be effective unless contained in a -writing executed by an authorized representative of each Party. No term or -condition contained in Licensee's Purchase Order shall apply unless expressly -accepted by The Qt Company in writing. - -14.6 Force Majeure - -Except for the payment obligations hereunder, neither Party shall be liable to -the other for any delay or non-performance of its obligations hereunder in the -event and to the extent that such delay or non-performance is due to an event -of act of God, terrorist attack or other similar unforeseeable catastrophic -event that prevents either Party for fulfilling its obligations under this -Agreement and which such Party cannot avoid or circumvent ("Force Majeure -Event"). If the Force Majeure Event results in a delay or non-performance of a -Party for a period of three (3) months or longer, then either Party shall have -the right to terminate this Agreement with immediate effect without any -liability (except for the obligations of payment arising prior to the event of -Force Majeure) towards the other Party. - -14.7 Notices - -Any notice given by one Party to the other shall be deemed properly given and -deemed received if specifically acknowledged by the receiving Party in writing -or when successfully delivered to the recipient by hand, fax, or special -courier during normal business hours on a business day to the addresses -specified for each Party on the signature page. Each communication and document -made or delivered by one Party to the other Party pursuant to this Agreement -shall be in the English language. - -14.8 Export Control - -Licensee acknowledges that the Redistributables may be subject to export -control restrictions under the applicable laws of respective countries. -Licensee shall fully comply with all applicable export license restrictions -and requirements as well as with all laws and regulations relating to the -Redistributables and exercise of licenses hereunder and shall procure all -necessary governmental authorizations, including without limitation, all -necessary licenses, approvals, permissions or consents, where necessary for the -re-exportation of the Redistributables, Applications and/or Devices. - -14.9 No Implied License - -There are no implied licenses or other implied rights granted under this -Agreement, and all rights, save for those expressly granted hereunder, shall -remain with The Qt Company and its licensors. In addition, no licenses or -immunities are granted to the combination of the Licensed Software with any -other software or hardware not delivered by The Qt Company under this Agreement. - -14.10 Attorney Fees - -The prevailing Party in any action to enforce this Agreement shall be entitled -to recover its attorney's fees and costs in connection with such action. - -14.11 Severability - -If any provision of this Agreement shall be adjudged by any court of competent -jurisdiction to be unenforceable or invalid, that provision shall be limited or -eliminated to the minimum extent necessary so that this Agreement shall -otherwise remain in full force and effect and enforceable. - - -IN WITNESS WHEREOF, the Parties hereto, intending to be legally bound hereby, -have caused this Agreement to be executed by Licensee's authorized -representative installing the Licensed Software and accepting the terms -hereof in connection therewith. - - -Appendix 1 - -1. Parts of the Licensed Software that are permitted for distribution in -object code form only ("Redistributables") under this Agreement: - -- The Licensed Software's Qt Essentials and Qt Add-on libraries -- The Licensed Software's configuration tool ("qtconfig") -- The Licensed Software's help tool ("Qt Assistant") -- The Licensed Software's internationalization tools ("Qt Linguist", "lupdate", - "lrelease") -- The Licensed Software's QML ("Qt Quick") launcher tool ("qmlscene" or - "qmlviewer") -- The Licensed Software's installer framework - -2. Parts of the Licensed Software that are not permitted for distribution -include, but are not limited to: - -- The Licensed Software's source code and header files -- The Licensed Software's documentation -- The Licensed Software's documentation generation tool ("qdoc") -- The Licensed Software's tool for writing makefiles ("qmake") -- The Licensed Software's Meta Object Compiler ("moc") -- The Licensed Software's User Interface Compiler ("uic") -- The Licensed Software's Resource Compiler ("rcc") -- The Licensed Software's parts of the IDE tool ("Qt Creator") -- The Licensed Software's parts of the Design tools ("Qt 3D Studio" or - "Qt Quick Designer") -- The Licensed Software's Emulator diff --git a/LICENSE.QT-LICENSE-AGREEMENT-4.2 b/LICENSE.QT-LICENSE-AGREEMENT-4.2 new file mode 100644 index 0000000000..7be8fb5d45 --- /dev/null +++ b/LICENSE.QT-LICENSE-AGREEMENT-4.2 @@ -0,0 +1,1285 @@ +QT LICENSE AGREEMENT Agreement version 4.2 + +This Qt License Agreement (“Agreement”) is a legal agreement for the licensing +of Licensed Software (as defined below) between The Qt Company (as defined +below) and the Licensee who has accepted the terms of this Agreement by +downloading or using the Licensed Software and/or as defined herein: + +Capitalized terms used herein are defined in Section 1. + +WHEREAS: + (A) Licensee wishes to use the Licensed Software for the purpose of + developing and distributing Applications and/or Devices (each as + defined below); and + (B) The Qt Company is willing to grant the Licensee a right to use + Licensed Software for such a purpose pursuant to term and conditions + of this Agreement. + +NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS: + + +1. DEFINITIONS + +“Affiliate” of a Party shall mean an entity (i) which is directly +or indirectly controlling such Party; (ii) which is under the same direct or +indirect ownership or control as such Party; or (iii) which is directly or +indirectly owned or controlled by such Party. For these purposes, an entity +shall be treated as being controlled by another if that other entity has fifty +percent (50 %) or more of the votes in such entity, is able to direct its +affairs and/or to control the composition of its board of directors or +equivalent body. + +“Add-on Products” shall mean The Qt Company’s specific add-on software products +(for example Qt Safe Renderer, Qt for Automation, Qt Application Manager), which +are not licensed as part of The Qt Company’s standard offering, but shall be +included into the scope of Licensed Software only if so specifically agreed +between the Parties. + +“Applications” shall mean Licensee's software products created using the +Licensed Software, which may include the Redistributables, or part thereof. + +“Contractor(s)” shall mean third party consultants, distributors and contractors +performing services to the Licensee under applicable contractual arrangement. + +“Customer(s)” shall mean Licensee’s end users to whom Licensee, directly or +indirectly, distributes copies of the Redistributables. + +“Data Protection Legislation” shall mean the General Data Protection Regulation +(EU 2016/679) (GDPR) and any national implementing laws, regulations and +secondary legislation, as may be amended or updated from time to time, as well +as any other data protection laws or regulations applicable in relevant +territory. + +“Deployment Platforms” shall mean operating systems specified in the License +Certificate, on which the Redistributables can be distributed pursuant to the +terms and conditions of this Agreement. + +“Designated User(s)” shall mean the employee(s) of Licensee or Licensee’s +Affiliates acting within the scope of their employment or Licensee's Contractors +acting within the scope of their services for Licensee and on behalf of +Licensee. Designated Users shall be named in the License Certificate. + +“Development License” shall mean the license needed by the Licensee for each +Designated User to use the Licensed Software under the license grant described +in Section 3.1 of this Agreement. Development Licenses are available separately +for Qt for Application Development and Qt for Device Creation products, each +product having its designated scope and purpose of use. Distribution Licenses +are always connected to Qt for Device Creation product only. + +“Development Platforms” shall mean those operating systems specified in the +License Certificate, in which the Licensed Software can be used under the +Development License, but not distributed in any form or used for any other +purpose. + +“Devices” shall mean hardware devices or products that 1) are manufactured +and/or distributed by the Licensee or its Affiliates or Contractors, and (2)(i) +incorporate or integrate the Redistributables or parts thereof; or (ii) where +the main user interface or substantial functionality of such unit , when used by +a Customer, is provided by Application(s) or otherwise depends on the Licensed +Software, regardless of whether the Redistributables are distributed together +with the hardware or not. Devices covered with this Agreement shall be specified +in Appendix 2 or in a quote. + +“Distribution License(s)” shall mean the license required for any kind of sale, +trade, exchange, loan, lease, rental or other distribution by or on behalf of +Licensee to a third party of Redistributables in connection with Devices +pursuant to license grant described in Section 3.3 of this Agreement. + +“Distribution License Packs” shall mean set of prepaid Distribution Licenses for +distribution of Redistributables, as defined in The Qt Company’s standard price +list, quote, Purchase Order confirmation or in an appendix hereto, as the case +may be. + +“Intellectual Property Rights” shall mean patents (including utility models), +design patents, and designs (whether or not capable of registration), chip +topography rights and other like protection, copyrights, trademarks, service +marks, trade names, logos or other words or symbols and any other form of +statutory protection of any kind and applications for any of the foregoing as +well as any trade secrets. + +“License Certificate” shall mean a certificate generated by The Qt Company for +each Designated User respectively upon them downloading the Licensed Software, +which will be available under respective Designated User’s Qt Account at +account.qt.io. License Certificates will specify the Designated User, the +Development Platforms, Deployment Platforms and the License Term. Such terms are +considered part of the licenses granted hereunder and shall be updated from time +to time to reflect any agreed changes to the foregoing terms relating to +Designated User’s rights to the Licensed Software. + +“License Fee” shall mean the fee charged to the Licensee for rights granted +under the terms of this Agreement. + +“License Term” shall mean the agreed validity period of the Development License +of the respective Designated User, during which time the Designated User is +entitled to use the Licensed Software, as set forth in the respective License +Certificate. + +“Licensed Software” shall mean either + (i) Qt for Application Development or + (ii) Qt for Device Creation, and/or + (iii) Qt 3D Studio, and/or + (iv) Qt Design Studio, and/or + (v) selected Add-on Products, if any, + +depending on which product(s) the Licensee has purchased under this Agreement, +as well as corresponding online or electronic documentation, associated media +and printed materials, including the source code, example programs and the +documentation, licensed to the Licensee under this Agreement. Licensed Software +does not include Third Party Software (as defined in Section 4) or Open Source +Qt. The Qt Company may, in the course of its development activities, at its free +and absolute discretion and without any obligation to send or publish any +notifications to the Licensee or in general, make changes, additions or +deletions in the components and functionalities of the Licensed Software, +provided that no such changes, additions or deletions will affect the already +released version of the Licensed Software, but only upcoming version(s). + +“Licensee” shall mean the individual or legal entity that is party to this +Agreement, as identified on the signature page hereof. + +“Licensee’s Records” shall mean books and records that are likely to contain +information bearing on Licensee’s compliance with this Agreement, Licensee’s use +of Open Source Qt and/or the payments due to The Qt Company under this +Agreement, including, but not limited to user information, assembly logs, sales +records and distribution records. + +“Modified Software” shall have the meaning as set forth in Section 2.3. + +“Online Services” shall mean any services or access to systems made available by +The Qt Company to the Licensee over the Internet relating to the Licensed +Software or for the purpose of use by the Licensee of the Licensed Software or +Support. Use of any such Online Services is discretionary for the Licensee and +some of them may be subject to additional fees. + +“Open Source Qt” shall mean the non-commercial Qt computer software products, +licensed under the terms of the GNU Lesser General Public License, version 2.1 +or later (“LGPL”) or the GNU General Public License, version 2.0 or later +(“GPL”). For clarity, Open Source Qt shall not be provided nor governed under +this Agreement. + +”Party” or “Parties” shall mean Licensee and/or The Qt Company. + +“Permitted Combination” shall have the meaning as set forth in Section +3.4(viii). + +“Pre-Release Code” shall have the meaning as set forth in Section 4. + +“Prohibited Combination” shall mean any means to (i) use, combine, incorporate, +link or integrate Licensed Software with any software created with or +incorporating Open Source Qt, (ii) use Licensed Software for creation of any +software created with or incorporating Open Source Qt, or (iii) incorporate or +integrate Applications into a hardware device or product other than a Device. + +“Qt 3D Studio” shall mean all versions of The Qt Company’s Qt 3D Studio, a 3D +user interface design and development environment for rapid designing and +prototyping of animated user interfaces. + +“Qt Design Studio” shall mean all versions of The Qt Company’s Qt Design Studio +tool, a user interface design and development environment for rapid designing +and prototyping of animated user interfaces. + +“Qt for Application Development” shall mean The Qt Company’s productized +offering, which consist of all versions of + (i) Qt Toolkit, and + (ii) Qt Tools/Applications. + +“Qt for Device Creation” shall mean The Qt Company’s productized offering, which +consist of all versions of + (i) Qt for Application Development, and + (ii) Software components specific to embedded software development as set + forth in Appendix 1, Sections 1b and 1d. + +“Qt Toolkit” shall mean the modules defined in Appendix 1, Section 1a. + +“Qt Tools/Applications” shall mean the tools defined in Appendix 1, Section 1c. + +"Redistributables" shall mean the portions of the Licensed Software set forth in +Appendix 1, Section 2 that may be distributed pursuant to the terms of this +Agreement in object code form only, including any relevant documentation. Where +relevant, any reference to Licensed Software in this Agreement shall include and +refer also to Redistributables. + +“Renewal Term” shall mean an extension of previous License Term as agreed +between the Parties. + +“Submitted Modified Software” shall have the meaning as set forth in Section +2.3. + +“Support” shall mean standard developer support that is provided by The Qt +Company to assist Designated Users in using the Licensed Software in accordance +with The Qt Company’s standard support terms available at +https://www.qt.io/terms-conditions/ and as further defined in Section 8 +hereunder. + +“Taxes” shall have the meaning set forth in Section 10.5. + +“Term” shall have the meaning set forth in Section 12. + +“The Qt Company” shall mean: + (i) in the event Licensee is an individual residing in the United States + or a legal entity incorporated in the United States or having its + headquarters in the United States, The Qt Company Inc., a + Delaware corporation with its office at 2350 Mission College Blvd., + Suite 1020, Santa Clara, CA 95054, USA.; or + (ii) in the event the Licensee is an individual residing outside of the + United States or a legal entity incorporated outside of the United + States or having its registered office outside of the United States, + The Qt Company Ltd., a Finnish company with its registered office at + Bertel Jungin aukio D3A, 02600 Espoo, Finland. + +"Third Party Software " shall have the meaning set forth in Section 4. + +“Updates” shall mean a release or version of the Licensed Software containing +bug fixes, error corrections and other changes that are generally made available +to users of the Licensed Software that have contracted for Support. Updates are +generally depicted as a change to the digits following the decimal in the +Licensed Software version number. The Qt Company shall make Updates available to +the Licensee under the Support. Updates shall be considered as part of the +Licensed Software hereunder. + +“Upgrades” shall mean a release or version of the Licensed Software containing +enhancements and new features and are generally depicted as a change to the +first digit of the Licensed Software version number. In the event Upgrades are +provided to the Licensee under this Agreement, they shall be considered as part +of the Licensed Software hereunder. + + +2. OWNERSHIP + +2.1 Ownership of The Qt Company +The Licensed Software is protected by copyright laws and international copyright +treaties, as well as other intellectual property laws and treaties. The Licensed +Software is licensed, not sold. All of The Qt Company's Intellectual Property +Rights are and shall remain the exclusive property of The Qt Company or its +licensors respectively. + +2.2 Ownership of Licensee +All the Licensee's Intellectual Property Rights are and shall remain the +exclusive property of the Licensee or its licensors respectively. All +Intellectual Property Rights to the Modified Software, Applications and Devices +shall remain with the Licensee and no rights thereto shall be granted by the +Licensee to The Qt Company under this Agreement (except as set forth in Section +2.3 below). + +2.3 Modified Software +Licensee may create bug-fixes, error corrections, patches or modifications to +the Licensed Software (“Modified Software”). Such Modified Software may break +the source or binary compatibility with the Licensed Software (including without +limitation through changing the application programming interfaces ("API") or by +adding, changing or deleting any variable, method, or class signature in the +Licensed Software and/or any inter-process protocols, services or standards in +the Licensed Software libraries). To the extent that Licensee’s Modified +Software so breaks source or binary compatibility with the Licensed Software, +Licensee acknowledges that The Qt Company's ability to provide Support may be +prevented or limited and Licensee's ability to make use of Updates may be +restricted. + +Licensee may, at its sole and absolute discretion, choose to submit Modified +Software to The Qt Company (“Submitted Modified Software”) in connection with +Licensee’s Support request, service request or otherwise. In the event Licensee +does so, then, Licensee hereby grants The Qt Company a sublicensable, +assignable, irrevocable, perpetual, worldwide, non-exclusive, royalty-free and +fully paid-up license, under all of Licensee’s Intellectual Property Rights, to +reproduce, adapt, translate, modify, and prepare derivative works of, publicly +display, publicly perform, sublicense, make available and distribute such +Submitted Modified Software as The Qt Company sees fit at its free and absolute +discretion. + + +3. LICENSES GRANTED + +3.1 Development with Licensed Software +Subject to the terms of this Agreement, The Qt Company grants to Licensee a +worldwide, non- exclusive, non-transferable license, valid for the License Term, +to use, modify and copy the Licensed Software by Designated Users on the +Development Platforms for the sole purposes of designing, developing, +demonstrating and testing Application(s) and/or Devices, and to provide thereto +related support and other related services to end-user Customers. + +Licensee may install copies of the Licensed Software on five (5) computers per +Designated User, provided that only the Designated Users who have a valid +Development License may use the Licensed Software. + +Licensee may at any time designate another Designated User to replace a +then-current Designated User by notifying The Qt Company in writing, provided +that any Designated User may be replaced only once during any six-month period. + +Upon expiry of the initially agreed License Term, the respective License Terms +shall be automatically extended to one or more Renewal Term(s), unless and until +either Party notifies the other Party in writing that it does not wish to +continue the License Term, such notification to be provided to the other Party +no less than ninety (90) days before expiry of the respective License Term. +Unless otherwise agreed between the Parties, Renewal Term shall be of equal +length with the initial License Term. + +Any such Renewal Term shall be subject to License Fees agreed between the +Parties or, if no advance agreement exists, subject to The Qt Company’s standard +pricing applicable at the commencement date of any such Renewal Term. + +Any price or other term specified for a Renewal Term shall be valid only for the +specified time. The Qt Company may request the Licensee to place a purchase +order corresponding to a quote by The Qt Company for the relevant Renewal Term. + +In the event Licensee does not prevent auto-renewal pursuant the above, but a +Renewal Term is nevertheless not duly ordered within 30 days from the date of +the respective quote from The Qt Company and/or the respective License Fee paid +by due date specified in The Qt Company’s respective invoice, The Qt Company +shall apply a reinstatement fee equal to ten percent (10 %) of the total value +of the License Fees of the Development Licenses for the expired term to be added +to the License Fee of the respective Renewal Term. + +In the event Licensee chooses not to renew a Development License for a Renewal +Term by notifying The Qt Company thereof no less than ninety (90) days before +expiry of the respective License Term, Licensee may still reinstate such expired +Development Licenses for a Renewal Term subject to applicable renewal Term +License Fees until thirty (30) days from the expiry of the initially agreed +License Term or preceding Renewal Term. After such thirty (30) day period a +Development License shall be subject to applicable License Fees for a new +Development License and not any Renewal Term License Fees. + +3.2 Distribution of Applications +Subject to the terms of this Agreement, The Qt Company grants to Licensee a +worldwide, non- exclusive, non-transferable, revocable (for cause pursuant to +this Agreement) right and license, valid for the Term, to + (i) distribute, by itself or through its Contractors, Redistributables as + installed, incorporated or integrated into Applications for execution + on the Deployment Platforms, and + (ii) grant sublicenses to Redistributables, as distributed hereunder, for + Customers solely for Customer’s internal use and to the extent + necessary in order for the Customers to use the Applications for their + respective intended purposes. + +Right to distribute the Redistributables as part of an Application as provided +herein is not royalty- bearing but is conditional upon the Licensee not having +any unpaid License Fees for Development Licenses owed to The Qt Company at the +time of distribution of any Redistributables to Customers. + +3.3 Distribution of Devices +Subject to the terms of this Agreement, The Qt Company grants to Licensee a +worldwide, non- exclusive, non-transferable, revocable (for cause pursuant to +this Agreement) right and license, valid for the Term, to + (i) distribute, by itself or through one or more tiers of Contractors, + Redistributables as installed, incorporated or integrated, or intended + to be installed, incorporated or integrated into Devices for execution + on the Deployment Platforms, and + (ii) grant sublicenses to Redistributables, as distributed hereunder, for + Customers solely for Customer’s internal use and to the extent + necessary in order for the Customers to use the Devices for their + respective intended purposes. + +Right to distribute the Redistributables with Devices as provided herein is +conditional upon the Licensee (i) not having any unpaid License Fees for +Development Licenses owed to The Qt Company, and (ii) having purchased and paid +corresponding Distribution Licenses at the time of distribution of any +Redistributables to Customers. + +3.4 Further Requirements +The licenses granted above in this Section 3 by The Qt Company to Licensee are +conditional and subject to Licensee's compliance with the following terms: + (i) Licensee shall not remove or alter any copyright, trademark or other + proprietary rights notice(s) contained in any portion of the Licensed + Software; + (ii) Applications must add primary and substantial functionality to the + Licensed Software so as not to compete with the Licensed Software; + (iii) Applications may not pass on functionality which in any way makes it + possible for others to create software with the Licensed Software; + provided however that Licensee may use the Licensed Software's + scripting and QML ("Qt Quick") functionality solely in order to enable + scripting, themes and styles that augment the functionality and + appearance of the Application(s) without adding primary and + substantial functionality to the Application(s); + (iv) Licensee shall not use Licensed Software in any manner or for any + purpose that infringes, misappropriates or otherwise violates any + Intellectual property or right of any third party, or that violates + any applicable law; + (v) Licensee shall not use The Qt Company's or any of its suppliers' + names, logos, or trademarks to market Applications, except that + Licensee may use “Built with Qt” logo to indicate that Application(s) + was developed using the Licensed Software; + (vi) Licensee shall not distribute, sublicense or disclose source code of + Licensed Software to any third party (provided however that Licensee + may appoint employee(s) of Contractors as Designated Users to use + Licensed Software pursuant to this Agreement). Such right may be + available for the Licensee subject to a separate software development + kit (“SDK”) license agreement to be concluded with The Qt Company; + (vii) Licensee shall not grant the Customers a right to (i) make copies of + the Redistributables except when and to the extent required to use the + Applications and/or Devices for their intended purpose, (ii) modify + the Redistributables or create derivative works thereof, (iii) + decompile, disassemble or otherwise reverse engineer Redistributables, + or (iv) redistribute any copy or portion of the Redistributables to + any third party, except as part of the onward sale of the Device on + which the Redistributables are installed; + (viii) Licensee shall not and shall cause that its Affiliates or Contractors + shall not use Licensed Software in any Prohibited Combination, unless + Licensee has received an advance written permission from The Qt + Company to do so. Absent such written permission, any and all + distribution by the Licensee during the Term of a hardware device or + product a) which incorporate or integrate any part of Licensed + Software or Open Source Qt; or b) where the main user interface or + substantial functionality is provided by software built with + Licensed Software or Open Source Qt or otherwise depends on the + Licensed Software or Open Source Qt, shall be considered to be + Device distribution under this Agreement and shall be dependent on + Licensee’s compliance thereof (including but not limited to + obligation to pay applicable License Fees for such distribution). + Notwithstanding what is provided above in this sub-section (viii), + Licensee is entitled to use and combine Qt 3D Studio and/or Qt + Design Studio with Open Source Qt (“Permitted Combination”) for + its internal evaluation purposes, provided that Licensee shall in no + way transfer, publish, disclose, display or otherwise make available + any software or work resulting from such Permitted Combination; + (ix) Licensee shall cause all of its Affiliates and Contractors entitled + to make use of the licenses granted under this Agreement, to be + contractually bound to comply with the relevant terms of this + Agreement and not to use the Licensed Software beyond the terms + hereof and for any purposes other than operating within the scope of + their services for Licensee. Licensee shall be responsible for any + and all actions and omissions of its Affiliates and Contractors + relating to the Licensed Software and use thereof (including but not + limited to payment of all applicable License Fees); + (x) Except when and to the extent explicitly provided in this Section 3, + Licensee shall not transfer, publish, disclose, display or otherwise + make available the Licensed Software; and + (xi) Licensee shall not attempt or enlist a third party to conduct or + attempt to conduct any of the above. + +Above terms shall not be applicable if and to the extent they conflict with any +mandatory provisions of any applicable laws. Any use of Licensed Software +beyond the provisions of this Agreement is strictly prohibited and requires an +additional license from The Qt Company. + + +4. THIRD PARTY SOFTWARE +The Licensed Software may provide links to third party libraries or code +(collectively "Third Party Software") to implement various functions. Third +Party Software does not comprise part of the Licensed Software. In some cases, +access to Third Party Software may be included with the Licensed Software. Such +Third Party Software will be listed in the ".../src/3rdparty" source tree +delivered with the Licensed Software or documented in the Licensed Software, as +such may be amended from time to time. Licensee acknowledges that use or +distribution of Third Party Software is in all respects subject to applicable +license terms of applicable third party right holders. + + +5. PRE-RELEASE CODE +The Licensed Software may contain pre-release code and functionality, or sample +code marked or otherwise stated with appropriate designation such as “Technology +Preview”, “Alpha”, “Beta”, “Sample” etc. (“Pre-Release Code”). + +Such Pre-Release Code may be present complimentary for the Licensee, in order to +provide experimental support or information for new platforms or preliminary +versions of one or more new functionalities or for other similar reasons. The +Pre-Release Code may not be at the level of performance and compatibility of a +final, generally available, product offering. The Pre-Release Code may not +operate correctly, may contain errors and may be substantially modified by The +Qt Company prior to the first commercial product release, if any. The Qt Company +is under no obligation to make Pre-Release Code commercially available, or +provide any Support or Updates relating thereto. The Qt Company assumes no +liability whatsoever regarding any Pre-Release Code, but any use thereof is +exclusively at Licensee’s own risk and expense. + +For clarity, unless Licensed Software specifies different license terms for the +respective Pre- Release Code, the Licensee is entitled to use such pre-release +code pursuant to Section 3, just like other Licensed Software, provided however +that in the event Add-on Products are included and available as such Pre-Release +Code, Licensee’s right to use such Add-on Products is nevertheless subject to +and conditional upon conclusion of separate agreement with The Qt Company. + + +6. LIMITED WARRANTY AND WARRANTY DISCLAIMER +The Qt Company hereby represents and warrants that it has the power and +authority to grant the rights and licenses granted to Licensee under this +Agreement. Except as set forth above, the Licensed Software is licensed to +Licensee "as is" and Licensee’s exclusive remedy and The Qt Company’s entire +liability for errors in the Licensed Software shall be limited, at The Qt +Company’s option, to correction of the error, replacement of the Licensed +Software or return of the applicable fees paid for the defective Licensed +Software for the time period during which the License is not able to utilize the +Licensed Software under the terms of this Agreement. + +TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE QT COMPANY ON BEHALF OF +ITSELF AND ITS LICENSORS, SUPPLIERS AND AFFILIATES, DISCLAIMS ALL OTHER +WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED +WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND +NON-INFRINGEMENT WITH REGARD TO THE LICENSED SOFTWARE. THE QT COMPANY DOES NOT +WARRANT THAT THE LICENSED SOFTWARE WILL SATISFY LICENSEE’S REQUIREMENTS OR THAT +IT WILL OPERATE WITHOUT DEFECT OR ERROR OR THAT THE OPERATION THEREOF WILL BE +UNINTERRUPTED. + + +7. INDEMNIFICATION AND LIMITATION OF LIABILITY + +7.1 Limitation of Liability +EXCEPT FOR (I) CASES OF GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, AND (II) +BREACH OF CONFIDENTIALITY, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO +EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOSS OF PROFIT, +LOSS OF DATA, LOSS OF BUSINESS OR GOODWILL OR ANY OTHER INDIRECT, SPECIAL, +CONSEQUENTIAL, INCIDENTAL OR PUNITIVE COST, DAMAGES OR EXPENSE OF ANY KIND, +HOWSOEVER ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT. + +EXCEPT FOR (I) CASES OF GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, AND (II) +BREACH OF CONFIDENTIALITY, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO +EVENT SHALL EITHER PARTY’S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED +THE AGGREGATE LICENSE FEES PAID OR PAYABLE TO THE QT COMPANY FROM LICENSEE +DURING THE PERIOD OF TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT +RESULTING IN SUCH LIABILITY. THE PROVISIONS OF THIS SECTION 7 ALLOCATE THE +RISKS UNDER THIS AGREEMENT BETWEEN THE QT COMPANY AND LICENSEE AND THE PARTIES +HAVE RELIED UPON THE LIMITATIONS SET FORTH HEREIN IN DETERMINING WHETHER TO +ENTER INTO THIS AGREEMENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS +AGREEMENT, LICENSEE SHALL ALWAYS BE LIABLE TO PAY THE APPLICABLE LICENSE FEES +CORRESPONDING TO ITS ACTUAL USE OF LICENSED SOFTWARE. + + +8. SUPPORT, UPDATES AND ONLINE SERVICES +Upon due payment of the agreed License Fees the Licensee will be eligible to +receive Support and Updates and to use the Online Services during the License +Term, provided, however, that in the event the License Term is longer than 36 +months, the initial payment includes Support for only the first 12 months, +unless the Parties specifically otherwise agree. + +Unless otherwise decided by The Company at its free and absolute discretion, +Upgrades will not be included in the Support but may be available subject to +additional fees. From time to time The Qt Company may change the Support terms, +provided that during the respective ongoing License Term the level of Support +provided by The Qt Company may not be reduced without the consent of the +Licensee. Unless otherwise agreed, The Qt Company shall not be responsible for +providing any service or support to Customers. + + +9. CONFIDENTIALITY +Each Party acknowledges that during the Term of this Agreement each Party may +receive information about the other Party's business, business methods, business +plans, customers, business relations, technology, and other information, +including the terms of this Agreement, that is confidential and of great value +to the other Party, and the value of which would be significantly reduced if +disclosed to third parties (“Confidential Information”). Accordingly, when a +Party (the “Receiving Party”) receives Confidential Information from the other +Party (the “Disclosing Party”), the Receiving Party shall only disclose such +information to employees and Contractors on a need to know basis, and shall +cause its employees and employees of its Affiliates to: (i) maintain any and all +Confidential Information in confidence; (ii) not disclose the Confidential +Information to a third party without the Disclosing Party's prior written +approval; and (iii) not, directly or indirectly, use the Confidential +Information for any purpose other than for exercising its rights and fulfilling +its responsibilities pursuant to this Agreement. Each Party shall take +reasonable measures to protect the Confidential Information of the other Party, +which measures shall not be less than the measures taken by such Party to +protect its own confidential and proprietary information. Obligation of +confidentiality shall not apply to information that (i) is or becomes generally +known to the public through no act or omission of the Receiving Party; (ii) was +in the Receiving Party's lawful possession prior to the disclosure hereunder and +was not subject to limitations on disclosure or use; (iii) is developed +independently by employees or Contractors of the Receiving Party or other +persons working for the Receiving Party who have not had access to the +Confidential Information of the Disclosing Party, as proven by the written +records of the Receiving Party; (iv) is lawfully disclosed to the Receiving +Party without restrictions, by a third party not under an obligation of +confidentiality; or (v) the Receiving Party is legally compelled to disclose, in +which case the Receiving Party shall notify the Disclosing Party of such +compelled disclosure and assert the privileged and confidential nature of the +information and cooperate fully with the Disclosing Party to limit the scope of +disclosure and the dissemination of disclosed Confidential Information to the +minimum extent necessary. + +The obligations under this Section 9 shall continue to remain in force for a +period of five (5) years after the last disclosure, and, with respect to trade +secrets, for so long as such trade secrets are protected under applicable trade +secret laws. + + +10. FEES, DELIVERY AND PAYMENT + +10.1 License Fees +License Fees are described in The Qt Company’s standard price list, quote or +Purchase Order confirmation or in an appendix hereto, as the case may be. The +License Fees shall not be refunded or claimed as a credit in any event or for +any reason whatsoever. + +10.2 Ordering Licenses +Licensee may purchase Development Licenses and Distribution Licenses pursuant to +agreed pricing terms or, if no specific pricing terms have been agreed upon, at +The Qt Company's standard pricing terms applicable at the time of purchase. +Unless specifically otherwise provided, any pricing terms referenced in this +Agreement shall be valid for twelve (12) months from the date of this Agreement. +Licensee shall submit all purchase orders for Development Licenses and +Distribution Licenses to The Qt Company by email or any other method acceptable +to The Qt Company (each such order is referred to herein as a “Purchase Order”) +for confirmation, whereupon the Purchase Order shall become binding between the +Parties. + +10.3 Distribution License Packs +Unless otherwise agreed, Distribution Licenses shall be purchased by way of +Distribution License Packs. Upon due payment of the ordered Distribution +License Pack(s), the Licensee will have an account of Distribution Licenses +available for distributing the Redistributables in accordance with this +Agreement. Each time Licensee distributes a copy of Redistributables, then one +Distribution License is used, and Licensee’s account of available Distribution +Licenses is decreased accordingly. Licensee may distribute copies of the +Redistributables so long as Licensee has Distribution Licenses remaining on its +account. + +10.4 Payment Terms +License Fees and any other charges under this Agreement shall be paid by +Licensee no later than thirty (30) days from the date of the applicable invoice +from The Qt Company. The Qt Company will submit an invoice to Licensee after +the date of this Agreement and/or after The Qt Company receives a Purchase Order +from Licensee. A late payment charge of the lower of (a) one percent per month; +or (b) the interest rate stipulated by applicable law, shall be charged on any +unpaid balances that remain past due. + +10.5 Taxes +All License Fees and other charges payable hereunder are gross amounts but +exclusive of any value added tax, use tax, sales tax, withholding tax and other +taxes, duties or tariffs (“Taxes”) levied directly for the sale, delivery or use +of Licensed Software hereunder pursuant to any applicable law. Such applicable +Taxes shall be paid by Licensee to The Qt Company, or, where applicable, in lieu +of payment of such Taxes to The Qt Company, Licensee shall provide an exemption +certificate to The Qt Company and any applicable authority. + +11 RECORD-KEEPING AND REPORTING OBLIGATIONS; AUDIT RIGHTS + +11.1 Licensee’s Record-keeping +Licensee shall at all times during the Term of this Agreement and for a period +of seven (7) years thereafter maintain Licensee’s Records in an accurate and +up-to-date form. Licensee’s Records shall be adequate to reasonably enable The +Qt Company to determine Licensee’s compliance with the provisions of this +Agreement. The records shall conform to general good accounting practices. +Licensee shall, within thirty (30) days from receiving The Qt Company’s request +to that effect, deliver to The Qt Company a report based on Licensee’s Records, +such report to contain information, in sufficient detail, on (i) number and +identity of users working with Licensed Software or Open Source Qt, (ii) copies +of Redistributables distributed by Licensee during the most recent calendar +quarter and/or any other term specified by The Qt Company, (iii) number of +undistributed copies of Redistributables and corresponding number of unused +Distribution Licenses remaining on Licensee’s account, and (iv) any other +information as The Qt Company may reasonably require from time to time. + +11.2. The Qt Company’s Audit Rights +The Qt Company or an independent auditor acting on behalf of The Qt Company’s, +may, upon at least five (5) business days’ prior written notice and at its +expense, audit Licensee with respect to the Licensee’s use of the Licensed +Software, but not more frequently than once during each 6- month period. Such +audit may be conducted by mail, electronic means or through an in-person visit +to Licensee’s place of business. Any such in-person audit shall be conducted +during regular business hours at Licensee's facilities and shall not +unreasonably interfere with Licensee's business activities. The Qt Company or +the independent auditor acting on behalf of The Qt Company shall be entitled to +inspect Licensee’s Records and conduct necessary interviews of Licensee’s +relevant employees and Contractors. All such Licensee’s Records and use thereof +shall be subject to an obligation of confidentiality under this Agreement. If +an audit reveals that Licensee is using the Licensed Software beyond scope of +the licenses Licensee has paid for, Licensee agrees to pay The Qt Company any +amounts owed for such unauthorized use within 30 days from receipt of the +corresponding invoice from The Qt Company. In addition, in the event the audit +reveals a material violation of the terms of this Agreement (without limitation, +either (i) underpayment of more than 10 % of License Fees or 10,000 euros +(whichever is more) or (ii) distribution of products, which include or result +from Prohibited Combination, shall be deemed a material violation for purposes +of this section), then the Licensee shall pay The Qt Company's reasonable cost +of conducting such audit. + + +12 TERM AND TERMINATION + +12.1 Agreement Term +This Agreement shall enter into force upon due acceptance by both Parties and +remain in force for as long as there is any Development License(s) purchased +under this Agreement in force (“Term”), unless and until terminated pursuant to +the terms of this Section 12. + +12.2 Termination and suspension of rights +Either Party shall have the right to terminate this Agreement upon thirty (30) +days prior written notice if the other Party commits a material breach of any +obligation of this Agreement and fails to remedy such breach within such notice +period. Instead of termination, The Qt Company shall have the right to suspend +or withhold grants of all rights to the Licensed Software hereunder, including +but not limited to the Development Licenses, Distribution License, and Support, +should Licensee fail to make payment in timely fashion or otherwise violates or +is reasonably suspected to violate its obligations or terms of this Agreement, +and where such violation or breach is not cured within five (5) business days +following The Qt Company’s written notice thereof. + +12.3 Mutual Right to Terminate +Either Party shall have the right to terminate this Agreement immediately upon +written notice in the event that the other Party becomes insolvent, files for +any form of bankruptcy, makes any assignment for the benefit of creditors, has a +receiver, administrative receiver or officer appointed over the whole or a +substantial part of its assets, ceases to conduct business, or an act equivalent +to any of the above occurs under the laws of the jurisdiction of the other +Party. + +12.4 Parties´ Rights and Duties upon Termination +Upon expiry or termination of the Agreement Licensee shall cease and shall cause +all Designated Users (including those of its Affiliates’ and Contractors’) to +cease using the Licensed Software and distribution of the Redistributables under +this Agreement. Notwithstanding the above, in the event the Agreement expires +or is terminated: + (i) as a result of The Qt Company choosing not to renew the Development + License(s) as set forth in Section 3.1, then all valid licenses + possessed by the Licensee at such date shall be extended to be valid + in perpetuity under the terms of this Agreement and Licensee is + entitled to purchase additional licenses as set forth in Section + 10.2; or + (ii) for reason other than by The Qt Company pursuant to item (i) above or + pursuant to Section 12.2, then the Licensee is entitled, for a period + of six (6) months after the effective date of termination, to continue + distribution of Devices under the Distribution Licenses paid but + unused at such effective date of termination. + +Upon any such termination the Licensee shall destroy or return to The Qt Company +all copies of the Licensed Software and all related materials and will certify +the same to The Qt Company upon its request, provided however that Licensee may +retain and exploit such copies of the Licensed Software as it may reasonably +require in providing continued support to Customers. Expiry or termination of +this Agreement for any reason whatsoever shall not relieve Licensee of its +obligation to pay any License Fees accrued or payable to The Qt Company prior to +the effective date of termination, and Licensee shall immediately pay to The Qt +Company all such fees upon the effective date of termination. Termination of +this Agreement shall not affect any rights of Customers to continue use of +Applications and Devices (and therein incorporated Redistributables). + +12.5 Extension in case of bankruptcy +In the event The Qt Company is declared bankrupt under a final, non-cancellable +decision by relevant court of law, and this Agreement is not, at the date of +expiry of the Development License(s) pursuant to Section 3.1, assigned to party, +who has assumed The Qt Company’s position as a legitimate licensor of Licensed +Software under this Agreement, then all valid licenses possessed by the Licensee +at such date of expiry, and which the Licensee has not notified for expiry, +shall be extended to be valid in perpetuity under the terms of this Agreement. + + +13. GOVERNING LAW AND LEGAL VENUE +In the event this Agreement is in the name of The Qt Company Inc., a Delaware +Corporation, then: + (i) this Agreement shall be construed and interpreted in accordance with + the laws of the State of California, USA, excluding its choice of law + provisions; + (ii) the United Nations Convention on Contracts for the International Sale + of Goods will not apply to this Agreement; and + (iii) any dispute, claim or controversy arising out of or relating to this + Agreement or the breach, termination, enforcement, interpretation or + validity thereof, including the determination of the scope or + applicability of this Agreement to arbitrate, shall be determined by + arbitration in San Francisco, USA, before one arbitrator. The + arbitration shall be administered by JAMS pursuant to JAMS' + Streamlined Arbitration Rules and Procedures. Judgment on the Award + may be entered in any court having jurisdiction. This Section shall + not preclude parties from seeking provisional remedies in aid of + arbitration from a court of appropriate jurisdiction. + +In the event this Agreement is in the name of The Qt Company Ltd., a Finnish +Company, then: + (i) this Agreement shall be construed and interpreted in accordance with + the laws of Finland, excluding its choice of law provisions; + (ii) the United Nations Convention on Contracts for the International Sale + of Goods will not apply to this Agreement; and + (iii) any disputes, controversy or claim arising out of or relating to this + Agreement, or the breach, termination or validity thereof shall be + finally settled by arbitration in accordance with the Arbitration + Rules of Finland Chamber of Commerce. The arbitration tribunal shall + consist of one (1), or if either Party so requires, of three (3), + arbitrators. The award shall be final and binding and enforceable in + any court of competent jurisdiction. The arbitration shall be held in + Helsinki, Finland and the process shall be conducted in the English + language. This Section shall not preclude parties from seeking + provisional remedies in aid of arbitration from a court of + appropriate jurisdiction. + + +14. GENERAL PROVISIONS + +14.1 No Assignment +Except in the case of a merger or sale of substantially all of its corporate +assets, Licensee shall not be entitled to assign or transfer all or any of its +rights, benefits and obligations under this Agreement without the prior written +consent of The Qt Company, which shall not be unreasonably withheld or delayed. +The Qt Company shall be entitled to freely assign or transfer any of its rights, +benefits or obligations under this Agreement. 14.2 No Third Party +Representations Licensee shall make no representations or warranties concerning +the Licensed Software on behalf of The Qt Company. Any representation or +warranty Licensee makes or purports to make on The Qt Company’s behalf shall be +void as to The Qt Company. 14.3 Surviving Sections Any terms and conditions +that by their nature or otherwise reasonably should survive termination of this +Agreement shall so be deemed to survive. Such sections include especially the +following: 1, 2, 6, 7, 9, 11, 12.4, 13 and 14. + +14.4 Entire Agreement +This Agreement, the exhibits hereto, the License Certificate and any applicable +Purchase Order accepted by The Qt Company constitute the complete agreement +between the Parties and supersedes all prior or contemporaneous discussions, +representations, and proposals, written or oral, with respect to the subject +matters discussed herein. In the event of any conflict or inconsistency between +this Agreement and any Purchase Order, the terms of this Agreement will prevail +over the terms of the Purchase Order with respect to such conflict or +inconsistency. Parties specifically acknowledge and agree that this Agreement +prevails over any click-to-accept or similar agreements the Designated Users may +need to accept online upon download of the Licensed Software, as may be required +by The Qt Company’s applicable processes relating to Licensed Software. + +14.5 Modifications +No modification of this Agreement shall be effective unless contained in a +writing executed by an authorized representative of each Party. No term or +condition contained in Licensee's Purchase Order (“Deviating Terms”) shall apply +unless The Qt Company has expressly agreed such Deviating Terms in writing. +Unless and to the extent expressly agreed by The Qt Company, any such Deviating +Terms shall be deemed void and with no legal effect. For clarity, delivery of +the Licensed Software following the receipt of the Purchase Order including +Deviating Terms shall not constitute acceptance of such Deviating Terms.” + +14.6 Force Majeure +Except for the payment obligations hereunder, neither Party shall be liable to +the other for any delay or non-performance of its obligations hereunder in the +event and to the extent that such delay or non-performance is due to an event of +act of God, terrorist attack or other similar unforeseeable catastrophic event +that prevents either Party for fulfilling its obligations under this Agreement +and which such Party cannot avoid or circumvent (“Force Majeure Event”). If the +Force Majeure Event results in a delay or non-performance of a Party for a +period of three (3) months or longer, then either Party shall have the right to +terminate this Agreement with immediate effect without any liability (except for +the obligations of payment arising prior to the event of Force Majeure) towards +the other Party. + +14.7 Notices +Any notice given by one Party to the other shall be deemed properly given and +deemed received if specifically acknowledged by the receiving Party in writing +or when successfully delivered to the recipient by hand, fax, or special courier +during normal business hours on a business day to the addresses specified for +each Party on the signature page. Each communication and document made or +delivered by one Party to the other Party pursuant to this Agreement shall be in +the English language. + +14.8 Export Control +Licensee acknowledges that the Redistributables, as incorporated in Applications +or Devices, may be subject to export control restrictions under the applicable +laws of respective countries. Licensee shall fully comply with all applicable +export license restrictions and requirements as well as with all laws and +regulations relating to the Redistributables and exercise of licenses hereunder +and shall procure all necessary governmental authorizations, including without +limitation, all necessary licenses, approvals, permissions or consents, where +necessary for the re-exportation of the Redistributables, Applications and/or +Devices. + +14.9 No Implied License +There are no implied licenses or other implied rights granted under this +Agreement, and all rights, save for those expressly granted hereunder, shall +remain with The Qt Company and its licensors. In addition, no licenses or +immunities are granted to the combination of the Licensed Software with any +other software or hardware not delivered by The Qt Company under this Agreement. + +14.10 Attorney Fees +The prevailing Party in any action to enforce this Agreement shall be entitled +to recover its attorney’s fees and costs in connection with such action. + +14.11 Privacy +Licensee acknowledges and agrees that for the purpose of this Agreement, The Qt +Company may collect, use, transfer and disclose personal data pertaining to +Designated Users as well as any other employees and directors of the Licensee +and its Contractors relevant for carrying out the intent of this Agreement. Such +personal data may be collected from the Licensee or directly from the relevant +individuals. The Parties acknowledge that with regard to such personal data +processed hereunder, The Qt Company shall be regarded as the Data Controller +under the applicable Data Protection Legislation. The Qt Company shall process +any such personal data in accordance with its privacy policies and practices, +which will comply with all applicable requirements of the Data Protection +Legislation. + +14.12 Severability + +If any provision of this Agreement shall be adjudged by any court of competent +jurisdiction to be unenforceable or invalid, that provision shall be limited or +eliminated to the minimum extent necessary so that this Agreement shall +otherwise remain in full force and effect and enforceable. + + +APPENDICES + +This Agreement includes Appendix 1 or/and Appendix 8, and possibly one or more +of the appendices 3-5, depending on the product(s) purchased by the Licensee, +what is stated in the quote or invoice, and/or what is stated in the Licensee’s +License Certificate. + + +APPENDIX 1: LICENSED SOFTWARE + +1a. Licensed Software - Qt Toolkit + +Module Description +Qt Core Core non-graphical classes used by other modules. +Qt GUI Base classes for graphical user interface (GUI) + components. +Qt Multimedia Classes for audio, video and camera functionality. +Qt Multimedia Widgets Widget-based classes for implementing multimedia + functionality. +Qt Network Classes to make network programming easier and more + portable. +Qt QML Classes for QML and JavaScript languages. +Qt Quick A declarative framework for building highly dynamic + applications with custom user interfaces. +Qt Quick Controls 2 Provides lightweight QML types for creating + performant user interfaces for desktop, embedded, + and mobile devices. +Qt Quick Dialogs Types for creating and interacting with system + dialogs from a Qt Quick application. +Qt Quick Layouts Layouts are items that are used to arrange Qt Quick + 2 based items in the user interface. +Qt Quick Test A unit test framework for QML applications. +Qt SQL Classes for database integration using SQL. +Qt Test Classes for unit testing Qt applications and + libraries. +Qt Widgets Classes to extend Qt GUI with C++ widgets. +Active Qt Classes for applications which use ActiveX and COM +Qt 3D Functionality for near-realtime simulation systems + with support for 2D and 3D rendering. +Qt Android Extras Provides platform-specific APIs for Android. +Qt Bluetooth Provides access to Bluetooth hardware. +Qt Canvas 3D Enables OpenGL-like 3D drawing calls from Qt Quick + applications using JavaScript. +Qt Concurrent Classes for writing multi-threaded programs without + using low-level threading primitives. +Qt D-Bus Classes for inter-process communication over the + D-Bus protocol. +Qt Gamepad Enables Qt applications to support the use of gamepad + hardware. +Qt Graphical Effects Graphical effects for use with Qt Quick 2. +Qt Help Classes for integrating documentation into + applications, similar to Qt Assistant. +Qt Image Formats Plugins for additional image formats: TIFF, + MNG, TGA, WBMP. +Qt Location Displays map, navigation, and place content in a QML + application. +Qt Mac Extras Provides platform-specific APIs for macOS. +Qt Network Authorization Provides support for OAuth-based authorization to + online services. +Qt NFC Provides access to Near-Field communication (NFC) + hardware. +Qt Platform Headers Provides classes that encapsulate platform-specific + information. +Qt Positioning Provides access to position, satellite and area + monitoring classes. +Qt Print Support Classes to make printing easier and more portable. +Qt Purchasing Enables in-app purchase of products in Qt + applications. +Qt for Python Python bindings for Qt. +Qt Quick Controls Reusable Qt Quick based UI controls to create + classic desktop-style user interfaces. +Qt Quick Extras Provides a specialized set of controls that can + be used to build interfaces in Qt Quick. +Qt Quick Widgets Provides a C++ widget class for displaying a Qt + Quick user interface. +Qt SCXML Provides classes and tools for creating state + machines from SCXML files. +Qt Sensors Provides access to sensor hardware and motion + gesture recognition. +Qt Serial Bus Provides access to serial industrial bus interface. +Qt Serial Port Provides access to hardware and virtual serial ports. +Qt Speech Provides support for accessibility features such as + text-to-speech. +Qt SVG Classes for displaying the contents of SVG files. +Qt UI Tools Classes for loading QWidget based forms created in + Qt Designer dynamically, at runtime. +Qt WebChannel Provides access to QObject or QML objects from HTML + clients for seamless integration of Qt applications + with HTML/JavaScript clients. +Qt WebEngine Classes and functions for embedding web content in + applications using the Chromium browser project. +Qt WebSockets Provides WebSocket communication. +Qt WebView Displays web content in a QML application by using + APIs native to the platform. +Qt Windows Extras Provides platform-specific APIs for Windows. +Qt X11 Extras Provides platform-specific APIs for X11. +Qt XML C++ implementations of SAX and DOM. +Qt XML Patterns Support for XPath, XQuery, XSLT and XML schema + validation. +Qt Wayland Compositor Provides a framework to develop a Wayland compositor. +Qt Charts UI Components for displaying charts. +Qt Data Visualization UI Components for creating 3D data visualizations. +Qt Virtual Keyboard A framework for implementing different input methods + as well as a QML virtual keyboard. + + +1b. Licenses software – Embedded software development libraries + +Module Description +Boot 2 Qt stack Yocto based Embedded Linux stack for selected + target hardware. +Qt OTA Client-side capability for device image updates Over + The Air. +Device Utilities Collection of API’s to manage the device; E.g. + display, WiFi and Bluetooth settings. +Qt Debugging Bridge (QDB) Daemon Enables host-target deployment, debugging, + profiling and other features over USB. Up to developer + to decide if this is left in the final solution. + + +1c. Licensed Software - Qt Tools/Applications + +Tool Description +Qt Creator The integrated development environment for Qt. +Qt Designer Qt tool for designing and building graphical user + interfaces. +Qt Linguist Tool used to add translations to Qt applications. +Qt Assistant Tool for viewing online documentation in Qt + help-file format. +Qmake Utility tool used to automate the generation of make + files. +uic User interface compiler for the Qt GUI toolkit. +rcc Resource compiler used for embedding resources into + Qt applications. +lupdate Tool that finds the translatable strings in the + specified source, header and Qt Designer interface + files, and produces or updates translation files. +lrelease Tool that produces translation files in the compact + binary format used by localized Qt applications. +qlalr Qt parser generator tool. +qdoc Configurable documentation generation tool. +qmlscene QML launcher tool. +qmlviewer QML launcher tool. + + +1d. Licenses software –Qt Tools/Applications specific to embedded software +development + +Tool Description +Target toolchains Cross compilation toolchains for supported target + devices and operating systems. +Qt Debugging Bridge (QDB) Enables deployment, debugging, profiling and other +Host Tools features over USB from development host PC to target + device. +qtconfig-gui Qt Lite Configurator tool graphical interface. +Qt Emulator Qt Emulator + + +2. Parts of the Licensed Software that are permitted for distribution in +object-code form only (“Redistributables”) under this Agreement: + +2a. Qt for Application Development + + - The Licensed Software's Qt Toolkit libraries defined in 1a + - The Licensed Software's installer framework + +2b. Qt for Device Creation + + - Qt for Application Development Redistributables defined in 2a + - The Licensed Software’s Embedded software development libraries defined + in 1b + +2c. Qt 3D Studio + +- The Licensed Software’s Qt 3D Studio Runtime (“Qt53DStudioRuntime2”) + + +APPENDIX 3: ADDITIONS TO LICENSED SOFTWARE + +1. Licensed Software + +In addition to what is provided under the definition of the Licensed Software, +Parties agree that Licensed Software shall also include the following additional +software products of The Qt Company if included in the quote / invoice: + +Additional software product Description +Qt for Automation A collection of software components and + libraries targeted for the development of + automation systems. +Qt Safe Renderer Provides a UI rendering component that can be + used to render safety- critical items as well + as documentation and certification artifacts. +Qt Application Manager Daemon, that helps to create embedded Linux + systems that have a highly complex UI setup. +GammaRay A software introspection tool for Qt + applications. + + +2. Parts of the Licensed Software that are permitted for distribution in +object-code form only (“Redistributables”) under this Agreement: + + - Qt for Automation The Licensed Software’s Qt for Automation + libraries defined in 1 + - Qt Safe Renderer The Licensed Software’s Qt Safe Renderer + libraries defined in 1 + - Qt Application Manager The Licensed Software’s Qt Application Manager + libraries defined in 1 + +All the above is considered as Redistributables and subject to applicable +provisions and limitations including but not limited to what is defined in +section 3. + + +APPENDIX 4: SMALL BUSINESS AND START-UP APPENDIX + +The provisions of this Appendix 4 are applicable for Start-up Companies and for +the Evaluation Term. + +For the purpose of this Appendix 4, the following additional definitions shall +be applicable: +“Trial Term” shall mean a period of twelve (12) months. + +“Start-up Company” means a company with a maximum annual revenue, including +funding, equivalent to 100,000 USD (in applicable currency) during a respective +calendar year, as evidenced by duly audited records of the Licensee and approved +by The Qt Company. + +During the Trial Term, Section 3 shall apply with following modifications +(“Trial Term Modifications”): + + - Licenses granted under Sections 3.1 and 3.2 shall be free of any charge. + For clarity, License for distribution of Devices pursuant to Section 3.3 is + subject to applicable License Fee for necessary Distribution Licenses; + - Development License under Section 3.1 is limited to a maximum of three (3) + Designated Users; and + - Support is available subject to availability, as judged by The Qt Company + at its free and absolute discretion, provided that support will be limited + to a maximum of ten (10) tickets during the Trial Term. + +Upon expiry of the Trial Term: + + a) This Appendix 4 is terminated, Trial Term Modifications cease to remain in + force, Licensee’s Development Licenses shall be automatically converted + into licenses subject to a License Fee (in the amount specified in the + quote or in Appendix 2 and payable with a 30-day payment term) and + Licensee’s rights and obligations under this Agreement shall continue to + remain in force under the standard provisions of the Agreement, unless the + Licensee notifies The Qt Company in writing no less than ninety (90) days + before such expiry date that Licensee does not agree to such continuance, + in which event the Agreement, and all rights of the Licensee thereunder, + shall expire; provided however that + b) in the event the Licensee still qualifies as a Start-up Company, the + Licensee has an option (“Option”), instead of what is stated in item a) + above, to extend the Trial Term renewal is limited to one time and total + duration of Trial Terms thus to 24 months after the effective date. + Licensee shall notify The Qt Company in writing no less than ninety (90) + days before the expiry date, if Licensee wish to exercise the Option. + + +APPENDIX 5: NON-COMMERCIAL USE APPENDIX + +The provisions of this Appendix 5 are applicable for non-commercial use of the +Licensed Software by the Licensee. For the purpose of this Appendix 5, the +following additional definitions (replacing the relevant definition of the +Agreement, where applicable) shall be applicable: + +“Demo Units” shall mean + (i) hardware development platform, which incorporates the Licensed + Software along with Licensee’s software and/or hardware, and + (ii) prototype versions of Applications or Devices. + +“Designated User(s)” shall mean the employees and students of the Licensee. + +“Licensee Products” shall mean Applications and/or Devices. + +“Permitted Purpose” shall mean + (i) Licensee’s internal evaluation and testing of Licensed Software, + (ii) building Demo Units as well as + (iii) educational use. + +“Term” shall mean a period of twelve (12) months or any such other period as +may be agreed between the Parties. + +For the purpose of this Appendix 5, the following changes shall be agreed with +respect to relevant Sections of the Agreement: + I. Recital (A) shall be replaced in its entirety to read as follows: “(A) + Licensee wishes to use the Licensed Software for the Permitted Purpose.” + II. Section 3.1 shall be replaced in its entirety to read as follows: “The + Qt Company grants to Licensee a personal, non-exclusive, + non-transferable, revocable, royalty-free license, valid for the Term, + to use, modify and copy the Licensed Software solely for the Permitted + Purpose. Licensee may install copies of the Licensed Software on an + unlimited number of computers provided that only Designated Users may + use the Licensed Software. Licensee may demonstrate the Demo Units, + provided that such demonstrations must be conducted by Licensee, and + the Demo Units must remain in Licensee’s possession and under + Licensee’s control at all times. For clarity, this Agreement does not + (i) entitle Licensee to use Licensed Software to create Applications + or Devices (other than prototypes thereof) or + (ii) carry any distribution rights to Licensee, but such rights are + subject to and conditional upon conclusion of a separate + license agreement with The Qt Company.” + III. Sections 3.2, 3.3, 8 and 10 shall be deleted. + IV. Section 3.4 shall be replaced in its entirety to read as follows: + “Licensee shall not: + - remove or alter any copyright, trademark or other proprietary + rights notice contained in any portion of the Licensed Software; + - transfer, publish, sublicense, disclose, display or otherwise make + the Licensed Software available to any third party (except that + Licensee may demonstrate the Demo Units pursuant to Section 3.1); + - in any way combine, incorporate or integrate Licensed Software + with, or use Licensed Software for creation of, any software + created with or incorporating Open Source Qt; + - Licensee shall cause all Designated Users who make use of the + licenses granted under this Agreement, to be contractually bound to + comply with the relevant terms of this Agreement and not to use the + Licensed Software beyond the terms hereof. Licensee shall be + responsible for any and all actions and omissions of its Designated + Users relating to the Licensed Software and use thereof. Any use + of Licensed Software beyond the provisions of this Agreement is + strictly prohibited and requires an additional license from The Qt + Company.” + V. Section 12 shall be replaced in its entirety to read as follows: “This + Agreement shall enter into force upon due acceptance by both Parties + and remain in force for the Term, unless and until terminated pursuant + to the terms of Section 12. Upon termination of the Agreement, Licensee + shall cease using the Licensed Software. All other copies of Licensed + Software in the possession or control of Licensee must be erased or + destroyed. An officer of Licensee must, upon request, promptly deliver + to The Qt Company a written confirmation that this has occurred.” + +Except for the modifications specified above, this Appendix carries no change to +the terms of the Agreement, which shall remain in full force. + + +APPENDIX 8: QT FOR DEVICE CREATION MCU APPENDIX + +This Appendix 8 shall be applicable in case the Licensee and/or respective +Designated User have purchased Qt for Device Creation MCU, either as an +add-on or standalone package. In case Qt for Device Creation MCU is purchased +as an addition to Qt for Device Creation, this appendix is an addition to +Appendix 1. In any other case, this appendix replaces Appendix 1. + +1a. Licensed Software - Qt Toolkit + +Module Description +Qt Quick Controls 2 Provides lightweight QML types for creating + performant user interfaces for desktop, embedded, + and mobile devices. + + +1b. Licensed software – Embedded software development libraries + +Module Description +Qt Quick Ultralite Qt Quick Ultralite (QUL) rendering engine and sample + source codes. +Qt Quick Ultralite Platform adaptations including OS support that allow +Platform Adaptations applications on QUL to run on microcontrollers + + +1c. Licensed Software - Qt Tools/Applications + +Tool Description +Qt Creator The integrated development environment for Qt. +Qt Designer Qt tool for designing and building graphical user + interfaces. +Qt Linguist Tool used to add translations to Qt applications. +Qt Assistant Tool for viewing online documentation in Qt help-file + format. +lupdate Tool that finds the translatable strings in the + specified source, header and Qt Designer interface + files, and produces or updates translation files. +lrelease Tool that produces translation files in the compact + binary format used by localized Qt applications. + + +1d. Licensed software – Qt Tools/Applications specific to embedded software +development + +Tool Description +Target toolchains Cross compilation toolchains for supported target + devices and operating systems. +qmlinterfaceextractor Tool to generate QML from header file. +qml2cpp Tool to convert QML to C++ files. +fontcompiler Tool to compile font meta data and True Type fonts. + + +2. Parts of the Licensed Software that are permitted for distribution in +object-code form only (“Redistributables”) under this Agreement: + + - The Licensed Software’s Embedded software development libraries + defined in 1b. -- cgit v1.2.3