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diff --git a/licenses/LICENSE.COMMERCIAL.FI b/licenses/LICENSE.COMMERCIAL.FI new file mode 100644 index 00000000..5db6afd3 --- /dev/null +++ b/licenses/LICENSE.COMMERCIAL.FI @@ -0,0 +1,373 @@ +Qt COMMERCIAL CREATOR LICENSE AGREEMENT +Agreement version 1.4 + +This Qt Commercial Creator License Agreement ("Agreement") is a legal +agreement between Digia Finland Ltd ("Digia"), with its registered office at +Valimotie 21, FI-00380 Helsinki, Finland and you (either an individual or a +legal entity) ("Licensee") for Qt Commercial Creator (as defined below). + +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 Qt +Commercial Creator and either (i) Digia Qt Commercial software products, or (ii) +third party software products. + +"Qt Commercial Creator" shall mean the cross-platform integrated development +environment (IDE) that is delivered to Licensee by Digia under this Agreement +and designed to assist with development using Digia Qt Commercial software +products or other third party software products. "Designated User(s)" shall mean +the employee(s) of Licensee acting within the scope of their employment or +Licensee's consultant(s) or contractor(s) acting within the scope of their +services for Licensee and on behalf of Licensee for whom Licensee has purchased +Digia Qt Commercial software licenses. "Initial Term" shall mean the period of +time one (1) year from the later of (a) the Effective Date; or (b) the date Qt +Commercial Creator was initially delivered to Licensee by Digia. If no specific +Effective Date is set forth in the Agreement, the Effective Date shall be deemed +to be the date the Solution was initially delivered to Licensee. + +"Digia Qt Commercial" shall mean the Qt computer software, "online" or +electronic documentation, associated media and printed materials, including the +source code, example programs and the documentation delivered by Digia to +Licensee for the platforms supported by Qt Commercial Creator. "Party or +Parties" shall mean Licensee and/or Digia. + +"Redistributables" shall mean the object code of the Digia Qt Commercial +software products that may be distributed with or as part of Applications as +specified in the Digia Qt Commercial software license agreement. + +"Support" shall mean standard email based developer support that is provided by +Digia to assist eligible Designated Users in using Qt Commercial Creator in +accordance with its established support procedures listed at: +http://qt.digia.com/files/pdf/licenses/qt-commercial-standard-support-terms-and-conditions.pdf +"Updates" shall mean a release or version of Qt Commercial Creator containing +enhancement, new features, bug fixes, error corrections and other changes that +are generally made available to users of Qt Commercial Creator that have +contracted for maintenance and support. + +2. Ownership +Qt Commercial Creator and Digia Qt Commercial software products are protected by +copyright laws and international copyright treaties, as well as other +intellectual property laws and treaties. Qt Commercial Creator is licensed, not +sold. + +To the extent Licensee submits bug fixes or error corrections, including +information related thereto, Licensee hereby grants to Digia a sublicensable, +irrevocable, perpetual, worldwide, non-exclusive, royalty-free and fully paid-up +copyright and trade secret license to reproduce, adapt, translate, modify, and +prepare derivative works of, publicly display, publicly perform, sublicense, +make available and distribute error corrections and bug fixes, including +derivative works thereof. To the extent any rights do not automatically vest in +Digia, Licensee assigns, and shall ensure that all of its Affiliates, agents, +subcontractors and employees assign, all such rights to Digia. All Nokia’s, +Digia's and its licensors' trademarks, service marks, trade names, logos or +other words or symbols are and shall remain the exclusive property of Nokia, +Digia or its licensors respectively. + +3. Validity of the Agreement +By installing, copying, or otherwise using Qt Commercial Creator, Licensee +agrees to be bound by the terms of this Agreement. If Licensee does not agree +to the terms of this Agreement, Licensee may not install, copy, or otherwise use +Qt Commercial Creator. + +In addition, by installing, copying, or otherwise using any Updates or other +components of Qt Commercial Creator that Licensee receives separately as part of +Qt Commercial Creator, Licensee agrees to be bound by any additional license +terms that accompany such Updates, if any. If Licensee does not agree to the +additional license terms that accompany such Updates, Licensee may not install, +copy, or otherwise use such Updates. + +Upon Licensee's acceptance of the terms and conditions of this Agreement, Digia +grants Licensee the right to use Qt Commercial Creator in the manner provided +below. + +4. Licenses +4.1 Using, modifying and copying +Digia grants to Licensee a non-exclusive, non-transferable, perpetual license to +use and copy Qt Commercial Creator for the Designated User(s) for whom Licensee +has purchased Digia Qt Commercial software licenses. Such use shall be for the +sole purposes of designing, developing and testing Applications. Licensee may +install copies of Qt Commercial Creator on an unlimited number of computers +provided that only the Designated Users use Qt Commercial Creator. Licensee may +at any time designate another Designated User to replace a then-current +Designated User by notifying Digia, provided that a) the then-current Designated +User has not been designated as a replacement during the last six (6) months; +and b) there is no more than the specified number of Designated Users at any +given time. + +4.2 Distribution +Licensee may distribute unmodified versions of Qt Commercial Creator in object +code form. The distribution of the Digia Qt Commercial software-based +Applications and Redistributables shall be governed by the applicable Digia Qt +Commercial software license agreement between Licensee and Digia. The +distribution of Applications that do not contain Digia Qt Commercial software or +Redistributables shall be governed by the terms and conditions contained in such +third party software licenses and are not covered by this Agreement. + +Except as set forth herein, Licensee shall not transfer, assign or otherwise +dispose of Qt Commercial Creator. + +4.3 Further Requirements +The licenses granted in this Section 4 by Digia to Licensee are subject to +Licensee's compliance with Section 7 of this Agreement. + +5. Verification +Digia or a certified auditor on Digia's behalf, may, upon its reasonable request +and at its expense, audit Licensee with respect to the use of Qt Commercial +Creator. 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. Digia shall not +remove, copy, or redistribute any electronic material during the course of an +audit. If an audit reveals that Licensee is using Qt Commercial Creator in a +way that is in material violation of the terms of the Agreement, then Licensee +shall pay Digia's reasonable costs of conducting the audit. In the case of a +material violation, Licensee agrees to pay Digia any amounts owing that are +attributable to the unauthorized use. In the alternative, Digia reserves the +right, at Digia's sole option, to terminate the licenses for Qt Commercial +Creator. + +6. Third Party Software +Qt Commercial Creator 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 Qt Commercial Creator. In some cases, +access to Third Party Software may be included along with the Qt Commercial +Creator delivery as a convenience for development and testing only. Such source +code and libraries may be listed in the ".../src/3rdparty" source tree delivered +with Qt Commercial Creator (if applicable) or documented in Qt Commercial +Creator where the Third Party Software is used, as may be amended from time to +time, do not comprise part of Qt Commercial Creator. Licensee acknowledges (1) +that some part of Third Party Software may require additional licensing of +copyright and patents from the owners of such, and (2) that distribution of any +of Qt Commercial Creator referencing any portion of a Third Party Software may +require appropriate licensing from such third parties. + +7. Additional Conditions +The licenses rights granted in this Agreement are subject to all of the +following conditions: (i) Licensee may not remove or alter any copyright, +trademark or other proprietary rights notice contained in any portion of Qt +Commercial Creator; (ii) Licensee shall indemnify and hold Digia, its +Affiliates, contractors, and its suppliers, harmless from and against any claims +or liabilities arising out of the use, reproduction or distribution of +Applications created with the assistance of Qt Commercial Creator; (iii) +Applications must be developed using a licensed, registered copy of Qt +Commercial Creator and the relevant Qt Software product; and (iv) Licensee may +not use Digia's or any of its suppliers' names, logos, or trademarks under this +Agreement. + +NOTE: The Open Source Editions of Qt products and the Qt, Qtopia and Qt Extended +versions previously licensed by Trolltech (collectively referred to as +"Products") are licensed under the terms of the GNU Lesser General Public +License version 2.1 ("LGPL") and the GNU General Public License versions 2.0 and +3.0 ("GPL") (as applicable) and not under this Agreement. If Licensee, or +another third party, has, at any time, developed all (or any portions of) the +Application(s) using a version of one of these Products licensed under the LGPL +or the GPL, Licensee may not combine such development work with the Licensed +Software and must license such Application(s) (or any portions derived there +from) under the terms of the GNU Lesser General Public License version 2.1 (Qt +only) or GNU General Public License version 2.0 (Qt, Qtopia and Qt Extended) or +version 3 (Qt only) copies of which are located at +http://www.gnu.org/licenses/old-licenses/lgpl-2.1.html, +http://www.fsf.org/licensing/licenses/info/GPLv2.html, and +http://www.gnu.org/copyleft/gpl.html . + +8. Limited Warranty and Warranty Disclaimer +Digia hereby represents and warrants with respect to Qt Commercial Creator that +it has the power and authority to grant the rights and licenses granted to +Licensee under this Agreement. Except as set forth above, Qt Commercial Creator +is licensed to Licensee "as is". To the maximum extent permitted by applicable +law, Digia on behalf of itself and its suppliers, disclaims all warranties and +conditions, either express or implied, including, but not limited to, implied +warranties of merchantability, fitness for a particular purpose, title and +non-infringement with regard to Qt Commercial Creator. + +9. Limitation of Liability +If, Digia's warranty disclaimer notwithstanding, Digia is held liable to +Licensee, whether in contract, tort or any other legal theory, based on Qt +Commercial Creator, Digia's entire liability to Licensee and Licensee's +exclusive remedy shall be, at Digia's option, either (A) return of the price +Licensee paid for Qt Commercial Creator, or (B) repair or replacement of Qt +Commercial Creator, provided Licensee returns to Digia all copies of Qt +Commercial Creator as originally delivered to Licensee. Digia shall not under +any circumstances be liable to Licensee based on failure of Qt Commercial +Creator if the failure resulted from accident, abuse or misapplication, nor +shall Digia under any circumstances be liable for special damages, punitive or +exemplary damages, damages for loss of profits or interruption of business or +for loss or corruption of data. Any award of damages from Digia to Licensee +shall not exceed the total amount Licensee has paid to Digia in connection with +this Agreement. + +10. Support +Support will be made available by Digia to Licensee under the Digia Qt +Commercial software license agreement executed between Digia and Licensee, if +any. The scope of such support, if any, shall be limited to supported platforms +and shall be subject to the support policies and procedures which may be changed +from time to time. Following the Initial Term, Digia shall no longer make Qt +Commercial Creator available to Licensee unless Licensee purchases additional +Support and Updates. + +Licensee may purchase additional Support and Updates following the Initial Term +at Digia's terms and conditions applicable at the time of renewal. + +11. Confidentiality +Each party acknowledges that during the Initial Term of this Agreement it shall +have access to 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 (the "Confidential Information"). +Accordingly, when a party (the "Receiving Party") receives Confidential +Information from another party (the "Disclosing Party"), the Receiving Party +shall, and shall obligate its employees and agents and employees and agents of +its affiliates to: (i) maintain the Confidential Information in strict +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. + +"Confidential Information" shall not include information that (a) is or becomes +generally known to the public through no act or omission of the Receiving Party; +(b) was in the Receiving Party's lawful possession prior to the disclosure +hereunder and was not subject to limitations on disclosure or use; (c) is +developed by employees 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 or by +persons who have not had access to the Confidential Information of the +Disclosing Party as proven by the written records of the Receiving Party; (d) is +lawfully disclosed to the Receiving Party without restrictions, by a third party +not under an obligation of confidentiality; or (e) the Receiving Party is +legally compelled to disclose the information, in which case the Receiving Party +shall assert the privileged and confidential nature of the information and +cooperate fully with the Disclosing Party to protect against and prevent +disclosure of any Confidential Information and to limit the scope of disclosure +and the dissemination of disclosed Confidential Information by all legally +available means. + +The obligations of the Receiving Party under this Section shall continue during +the Initial Term and for a period of five (5) years after expiration or +termination of this Agreement. To the extent that the terms of the +Non-Disclosure Agreement between Digia and Licensee conflict with the terms of +this Section 11, this Section 11 shall be controlling over the terms of the +Non-Disclosure Agreement. + +12. General Provisions +12.1 Marketing +Digia may include Licensee's company name and logo in a publicly available list +of Digia customers and in its public communications. + +12.2 No Assignment +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 Digia, which shall not be unreasonably withheld. Digia shall be entitled to +assign or transfer any of its rights, benefits or obligations under this +Agreement on an unrestricted basis. + +12.3 Termination +Digia may terminate the Agreement at any time immediately upon written notice by +Digia to Licensee if Licensee breaches this Agreement. + +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. + +Upon termination of this Agreement, Licensee shall return to Digia all copies of +Qt Commercial Creator that were supplied by Digia. All other copies of Qt +Commercial Creator in the possession or control of Licensee must be erased or +destroyed. An officer of Licensee must promptly deliver to Digia a written +confirmation that this has occurred. + +12.4 Surviving Sections +Any terms and conditions that by their nature or otherwise reasonably should +survive a cancellation or termination of this Agreement shall also be deemed to +survive. Such terms and conditions include, but are not limited to the +following Sections: 2, 4.1, 5, 6, 7(ii), 9, 11, 12.5, 12.8, 12.9 and 12.10 of +this Agreement. Notwithstanding the foregoing, Section 4.1 shall not survive if +the Agreement is terminated for material breach. + +12.5 Entire Agreement +This Agreement constitutes 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, with the exception of the non-disclosure agreement executed by the +parties in connection with this Agreement ("Non-Disclosure Agreement"), if any, +shall be subject to Section 12. 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 Digia in writing. If any provision of +the Agreement is found void or unenforceable, the remainder shall remain valid +and enforceable according to its terms. If any remedy provided is determined to +have failed for its essential purpose, all limitations of liability and +exclusions of damages set forth in this Agreement shall remain in effect. + +12.6 Force Majeure +Neither party shall be liable to the other for any delay or non-performance of +its obligations hereunder other than the obligation of paying the license fees +in the event and to the extent that such delay or non-performance is due to an +event of Force Majeure (as defined below). If any event of Force Majeure +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. A "Force Majeure" event shall mean an act of God, terrorist attack +or other catastrophic event of nature that prevents either party for fulfilling +its obligations under this Agreement. + +12.7 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 below. +Each communication and document made or delivered by one party to the other +party pursuant to this Agreement shall be in the English language or accompanied +by a translation thereof. + +Notices to Digia shall be given to: +Digia Finland Ltd +Attn: Qt Commercial +Valimotie 21 +FI-00380 Helsinki +Finland +Fax: +358 10 313 3700 + +12.8 Export Control +Licensee acknowledges that Qt Commercial Creator may be subject to export +control restrictions of various countries. Licensee shall fully comply with all +applicable export license restrictions and requirements as well as with all laws +and regulations relating to the importation of Qt Commercial Creator and shall +procure all necessary governmental authorizations, including without limitation, +all necessary licenses, approvals, permissions or consents, where necessary for +the re-exportation of Qt Commercial Creator. + +12.9 Governing Law and Legal Venue +This Agreement shall be construed and interpreted in accordance with the laws of +Finland, excluding its choice of law provisions. 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 the Central Chamber of Commerce of +Finland. 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. + +12.10 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 Digia and its licensors. In addition, no licenses or immunities are +granted to the combination of Qt Commercial Creator with any other software or +hardware not delivered by Digia under this Agreement. + |