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 --------------------------------------- 1 file changed, 913 deletions(-) delete mode 100644 LICENSE.QT-LICENSE-AGREEMENT-4.0 (limited to 'LICENSE.QT-LICENSE-AGREEMENT-4.0') 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 -- cgit v1.2.3