.QT-ENTERPRISE-LICENSE-AGREEMENT 76 KB

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  1. QT LICENSE AGREEMENT
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  212. the Licensed Software ("Modified Software"). Such Modified Software may break
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  231. 3. LICENSES GRANTED
  232. 3.1. Development with Licensed Software
  233. Subject to the terms of this Agreement, The Qt Company grants to Licensee a
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  235. to use, modify and copy the Licensed Software by Designated Users on the
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  279. 3.2. Distribution of Applications
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  324. and appearance of the Application(s) without adding primary and
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  333. Application(s) was developed using the Licensed Software;
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  335. of Licensed Software to any third party (provided however that
  336. Licensee may appoint employee(s) of Contractors as Designated
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  340. with The Qt Company;
  341. (vii) Licensee shall not grant the Customers a right to (i) make copies of
  342. the Redistributables except when and to the extent required to use the
  343. Applications and/or Devices for their intended purpose, (ii) modify
  344. the Redistributables or create derivative works thereof, (iii)
  345. decompile, disassemble or otherwise reverse engineer Redistributables,
  346. or (iv) redistribute any copy or portion of the Redistributables to
  347. any third party, except as part of the onward sale of the Device on
  348. which the Redistributables are installed;
  349. (viii) Licensee shall not and shall cause that its Affiliates or
  350. Contractors shall not use Licensed Software in any Prohibited
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  354. of a hardware device or product a) which incorporate or integrate any
  355. part of Licensed Software or Open Source Qt; or b) where the main
  356. user interface or substantial functionality is provided by software
  357. built with Licensed Software or Open Source Qt or otherwise depends
  358. on the Licensed Software or Open Source Qt, shall be considered to be
  359. Device distribution under this Agreement and shall be dependent on
  360. Licensee's compliance thereof (including but not limited to
  361. obligation to pay applicable License Fees for such distribution).
  362. Notwithstanding what is provided above in this sub-section (viii),
  363. Licensee is entitled to use and combine Licensed Software with any
  364. Permitted Software;
  365. (ix) Licensee shall cause all of its Affiliates and Contractors entitled
  366. to make use of the licenses granted under this Agreement, to be
  367. contractually bound to comply with the relevant terms of this
  368. Agreement and not to use the Licensed Software beyond the terms
  369. hereof and for any purposes other than operating within the scope
  370. of their services for Licensee. Licensee shall be responsible for
  371. any and all actions and omissions of its Affiliates and Contractors
  372. relating to the Licensed Software and use thereof (including but not
  373. limited to payment of all applicable License Fees);
  374. (x) Except when and to the extent explicitly provided in this Section 3,
  375. Licensee shall not transfer, publish, disclose, display or otherwise
  376. make available the Licensed Software; and
  377. (xi) Licensee shall not attempt or enlist a third party to conduct or
  378. attempt to conduct any of the above.
  379. Above terms shall not be applicable if and to the extent they conflict with any
  380. mandatory provisions of any applicable laws.
  381. Any use of Licensed Software beyond the provisions of this Agreement is
  382. strictly prohibited and requires an additional license from The Qt Company.
  383. 4. THIRD-PARTY SOFTWARE
  384. The Licensed Software may provide links to third party libraries or code
  385. (collectively "Third-Party Software") to implement various functions.
  386. Third-Party Software does not comprise part of the Licensed Software. In some
  387. cases, access to Third-Party Software may be included with the Licensed
  388. Software. Such Third-Party Software will be listed in the ".../src/3rdparty"
  389. source tree delivered with the Licensed Software or documented in the Licensed
  390. Software, as such may be amended from time to time. Licensee acknowledges that
  391. use or distribution of Third-Party Software is in all respects subject to
  392. applicable license terms of applicable third-party right holders.
  393. 5. PRE-RELEASE CODE
  394. The Licensed Software may contain pre-release code and functionality, or sample
  395. code marked or otherwise stated with appropriate designation such as "Technology
  396. Preview", "Alpha", "Beta", "Sample" etc. ("Pre-Release Code").
  397. Such Pre-Release Code may be present complimentary for the Licensee, in order to
  398. provide experimental support or information for new platforms or preliminary
  399. versions of one or more new functionalities or for other similar reasons. The
  400. Pre-Release Code may not be at the level of performance and compatibility of a
  401. final, generally available, product offering. The Pre-Release Code may not
  402. operate correctly, may contain errors and may be substantially modified by The
  403. Qt Company prior to the first commercial product release, if any. The Qt
  404. Company is under no obligation to make Pre-Release Code commercially available,
  405. or provide any Support or Updates relating thereto. The Qt Company assumes no
  406. liability whatsoever regarding any Pre-Release Code, but any use thereof is
  407. exclusively at Licensee's own risk and expense.
  408. For clarity, unless Licensed Software specifies different license terms for
  409. the respective Pre-Release Code, the Licensee is entitled to use such
  410. pre-release code pursuant to Section 3, just like other Licensed Software,
  411. provided however that in the event Add-on Products are included and available
  412. as such Pre-Release Code, Licensee's right to use such Add-on Products is
  413. nevertheless subject to and conditional upon conclusion of separate agreement
  414. with The Qt Company.
  415. 6. LIMITED WARRANTY AND WARRANTY DISCLAIMER
  416. The Qt Company hereby represents and warrants that it has the power and
  417. authority to grant the rights and licenses granted to Licensee under this
  418. Agreement.
  419. Except as set forth above, the Licensed Software is licensed to Licensee
  420. "as is" and Licensee's exclusive remedy and The Qt Company's entire liability
  421. for errors in the Licensed Software shall be limited, at The Qt Company's
  422. option, to correction of the error, replacement of the Licensed Software or
  423. return of the applicable fees paid for the defective Licensed Software for
  424. the time period during which the License is not able to utilize the Licensed
  425. Software under the terms of this Agreement.
  426. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE QT COMPANY ON BEHALF OF
  427. ITSELF AND ITS LICENSORS, SUPPLIERS AND AFFILIATES, DISCLAIMS ALL OTHER
  428. WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED
  429. WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND
  430. NON-INFRINGEMENT WITH REGARD TO THE LICENSED SOFTWARE. THE QT COMPANY DOES
  431. NOT WARRANT THAT THE LICENSED SOFTWARE WILL SATISFY LICENSEE'S REQUIREMENTS OR
  432. THAT IT WILL OPERATE WITHOUT DEFECT OR ERROR OR THAT THE OPERATION THEREOF
  433. WILL BE UNINTERRUPTED.
  434. 7. INDEMNIFICATION AND LIMITATION OF LIABILITY
  435. 7.1. Limitation of Liability
  436. EXCEPT FOR (I) CASES OF GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, AND (II)
  437. BREACH OF CONFIDENTIALITY, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO
  438. EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOSS OF PROFIT,
  439. LOSS OF DATA, LOSS OF BUSINESS OR GOODWILL OR ANY OTHER INDIRECT, SPECIAL,
  440. CONSEQUENTIAL, INCIDENTAL OR PUNITIVE COST, DAMAGES OR EXPENSE OF ANY KIND,
  441. HOWSOEVER ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT.
  442. EXCEPT FOR (I) CASES OF GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, AND (II)
  443. BREACH OF CONFIDENTIALITY, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO
  444. EVENT SHALL EITHER PARTY'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED
  445. THE AGGREGATE LICENSE FEES PAID OR PAYABLE TO THE QT COMPANY FROM LICENSEE
  446. DURING THE PERIOD OF TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT
  447. RESULTING IN SUCH LIABILITY.
  448. THE PROVISIONS OF THIS SECTION 7 ALLOCATE THE RISKS UNDER THIS AGREEMENT
  449. BETWEEN THE QT COMPANY AND LICENSEE AND THE PARTIES HAVE RELIED UPON THE
  450. LIMITATIONS SET FORTH HEREIN IN DETERMINING WHETHER TO ENTER INTO THIS
  451. AGREEMENT.
  452. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, LICENSEE SHALL
  453. ALWAYS BE LIABLE TO PAY THE APPLICABLE LICENSE FEES CORRESPONDING TO ITS ACTUAL
  454. USE OF LICENSED SOFTWARE.
  455. 8. SUPPORT, UPDATES AND ONLINE SERVICES
  456. Upon due payment of the agreed License Fees the Licensee will be eligible to
  457. receive Support and Updates and to use the Online Services during the License
  458. Term, provided, however, that in the event the License Term is longer than 36
  459. months, the initial payment includes Support for only the first 12 months,
  460. unless the Parties specifically otherwise agree.
  461. Unless otherwise decided by The Company at its free and absolute discretion,
  462. Upgrades will not be included in the Support but may be available subject to
  463. additional fees.
  464. From time to time The Qt Company may change the Support terms, provided that
  465. during the respective ongoing License Term the level of Support provided by The
  466. Qt Company may not be reduced without the consent of the Licensee.
  467. Unless otherwise agreed, The Qt Company shall not be responsible for providing
  468. any service or support to Customers.
  469. 9. CONFIDENTIALITY
  470. Each Party acknowledges that during the Term of this Agreement each Party may
  471. receive information about the other Party's business, business methods,
  472. business plans, customers, business relations, technology, and other
  473. information, including the terms of this Agreement, that is confidential and
  474. of great value to the other Party, and the value of which would be
  475. significantly reduced if disclosed to third parties ("Confidential
  476. Information"). Accordingly, when a Party (the "Receiving Party") receives
  477. Confidential Information from the other Party (the "Disclosing Party"), the
  478. Receiving Party shall only disclose such information to employees and
  479. Contractors on a need to know basis, and shall cause its employees and
  480. employees of its Affiliates to: (i) maintain any and all Confidential
  481. Information in confidence; (ii) not disclose the Confidential Information to
  482. a third party without the Disclosing Party's prior written approval; and (iii)
  483. not, directly or indirectly, use the Confidential Information for any purpose
  484. other than for exercising its rights and fulfilling its responsibilities
  485. pursuant to this Agreement. Each Party shall take reasonable measures to
  486. protect the Confidential Information of the other Party, which measures shall
  487. not be less than the measures taken by such Party to protect its own
  488. confidential and proprietary information.
  489. Obligation of confidentiality shall not apply to information that (i) is or
  490. becomes generally known to the public through no act or omission of the
  491. Receiving Party; (ii) was in the Receiving Party's lawful possession prior
  492. to the disclosure hereunder and was not subject to limitations on disclosure
  493. or use; (iii) is developed independently by employees or Contractors of the
  494. Receiving Party or other persons working for the Receiving Party who have not
  495. had access to the Confidential Information of the Disclosing Party, as proven
  496. by the written records of the Receiving Party; (iv) is lawfully disclosed to
  497. the Receiving Party without restrictions, by a third party not under an
  498. obligation of confidentiality; or (v) the Receiving Party is legally compelled
  499. to disclose, in which case the Receiving Party shall notify the Disclosing
  500. Party of such compelled disclosure and assert the privileged and confidential
  501. nature of the information and cooperate fully with the Disclosing Party to
  502. limit the scope of disclosure and the dissemination of disclosed Confidential
  503. Information to the minimum extent necessary.
  504. The obligations under this Section 9 shall continue to remain in force for a
  505. period of five (5) years after the last disclosure, and, with respect to trade
  506. secrets, for so long as such trade secrets are protected under applicable
  507. trade secret laws.
  508. 10. FEES, DELIVERY AND PAYMENT
  509. 10.1. License Fees
  510. License Fees are described in The Qt Company's standard price list, quote or
  511. Purchase Order confirmation or in an appendix hereto, as the case may be.
  512. The License Fees shall not be refunded or claimed as a credit in any event or
  513. for any reason whatsoever.
  514. 10.2. Ordering Licenses
  515. Licensee may purchase Development Licenses and Distribution Licenses pursuant
  516. to agreed pricing terms or, if no specific pricing terms have been agreed
  517. upon, at The Qt Company's standard pricing terms applicable at the time of
  518. purchase. Unless specifically otherwise provided, any pricing terms
  519. referenced in this Agreement shall be valid for twelve (12) months from the
  520. date of this Agreement.
  521. Licensee shall submit all purchase orders for Development Licenses and
  522. Distribution Licenses to The Qt Company by email or any other method
  523. acceptable to The Qt Company (each such order is referred to herein as a
  524. "Purchase Order") for confirmation, whereupon the Purchase Order shall
  525. become binding between the Parties.
  526. 10.3. Distribution License Packs
  527. Unless otherwise agreed, Distribution Licenses shall be purchased by way of
  528. Distribution License Packs.
  529. Upon due payment of the ordered Distribution License Pack(s), the Licensee
  530. will have an account of Distribution Licenses available for distributing
  531. the Redistributables in accordance with this Agreement.
  532. Each time Licensee distributes a copy of Redistributables, then one
  533. Distribution License is used, and Licensee's account of available
  534. Distribution Licenses is decreased accordingly.
  535. Licensee may distribute copies of the Redistributables so long as Licensee
  536. has Distribution Licenses remaining on its account.
  537. 10.4. Payment Terms
  538. License Fees and any other charges under this Agreement shall be paid by
  539. Licensee no later than thirty (30) days from the date of the applicable
  540. invoice from The Qt Company.
  541. The Qt Company will submit an invoice to Licensee after the date of this
  542. Agreement and/or after The Qt Company receives a Purchase Order from Licensee.
  543. A late payment charge of the lower of (a) one percent per month; or (b) the
  544. interest rate stipulated by applicable law, shall be charged on any unpaid
  545. balances that remain past due.
  546. 10.5. Taxes
  547. All License Fees and other charges payable hereunder are gross amounts but
  548. exclusive of any value added tax, use tax, sales tax, withholding tax and
  549. other taxes, duties or tariffs ("Taxes") levied directly for the sale,
  550. delivery or use of Licensed Software hereunder pursuant to any applicable
  551. law. Such applicable Taxes shall be paid by Licensee to The Qt Company, or,
  552. where applicable, in lieu of payment of such Taxes to The Qt Company,
  553. Licensee shall provide an exemption certificate to The Qt Company and any
  554. applicable authority.
  555. 11. RECORD-KEEPING AND REPORTING OBLIGATIONS; AUDIT RIGHTS
  556. 11.1. Licensee's Record-keeping
  557. Licensee shall at all times during the Term of this Agreement and for a
  558. period of seven (7) years thereafter maintain Licensee's Records in an
  559. accurate and up-to-date form. Licensee's Records shall be adequate to
  560. reasonably enable The Qt Company to determine Licensee's compliance with
  561. the provisions of this Agreement. The records shall conform to general
  562. good accounting practices.
  563. Licensee shall, within thirty (30) days from receiving The Qt Company's
  564. request to that effect, deliver to The Qt Company a report based on
  565. Licensee's Records, such report to contain information, in sufficient
  566. detail, on (i) number and identity of users working with Licensed Software
  567. or Open Source Qt, (ii) copies of Redistributables distributed by Licensee
  568. during the most recent calendar quarter and/or any other term specified by
  569. The Qt Company, (iii) number of undistributed copies of Redistributables
  570. and corresponding number of unused Distribution Licenses remaining on
  571. Licensee's account, and (iv) any other information as The Qt Company may
  572. reasonably require from time to time.
  573. 11.2. The Qt Company's Audit Rights
  574. The Qt Company or an independent auditor acting on behalf of The Qt
  575. Company's, may, upon at least five (5) business days' prior written
  576. notice and at its expense, audit Licensee with respect to the Licensee's
  577. use of the Licensed Software, but not more frequently than once during
  578. each 6-month period. Such audit may be conducted by mail, electronic means
  579. or through an in-person visit to Licensee's place of business. Any such
  580. in-person audit shall be conducted during regular business hours at
  581. Licensee's facilities and shall not unreasonably interfere with Licensee's
  582. usiness activities. The Qt Company or the independent auditor acting on
  583. behalf of The Qt Company shall be entitled to inspect Licensee's Records
  584. and conduct necessary interviews of Licensee's relevant employees and
  585. Contractors. All such Licensee's Records and use thereof shall be subject
  586. to an obligation of confidentiality under this Agreement.
  587. If an audit reveals that Licensee is using the Licensed Software beyond
  588. scope of the licenses Licensee has paid for, Licensee agrees to pay The Qt
  589. Company any amounts owed for such unauthorized use within 30 days from
  590. receipt of the corresponding invoice from The Qt Company.
  591. In addition, in the event the audit reveals a material violation of the
  592. terms of this Agreement (without limitation, either (i) underpayment of
  593. more than 10 % of License Fees or 10,000 euros (whichever is more) or
  594. (ii) distribution of products, which include or result from Prohibited
  595. Combination, shall be deemed a material violation for purposes of this
  596. section), then the Licensee shall pay The Qt Company's reasonable cost of
  597. conducting such audit.
  598. 12. TERM AND TERMINATION
  599. 12.1. Agreement Term
  600. This Agreement shall enter into force upon due acceptance by both
  601. Parties and remain in force for as long as there is any Development
  602. License(s) purchased under this Agreement in force ("Term"), unless and
  603. until terminated pursuant to the terms of this Section 12.
  604. 12.2. Termination and suspension of rights
  605. Either Party shall have the right to terminate this Agreement upon thirty
  606. (30) days prior written notice if the other Party commits a material
  607. breach of any obligation of this Agreement and fails to remedy such breach
  608. within such notice period.
  609. Instead of termination, The Qt Company shall have the right to suspend or
  610. withhold grants of all rights to the Licensed Software hereunder,
  611. including but not limited to the Development Licenses, Distribution
  612. License, and Support, should Licensee fail to make payment in timely
  613. fashion or otherwise violates or is reasonably suspected to violate its
  614. obligations or terms of this Agreement, and where such violation or breach
  615. is not cured within five (5) business days following The Qt Company's
  616. written notice thereof.
  617. 12.3. Mutual Right to Terminate
  618. Either Party shall have the right to terminate this Agreement immediately
  619. upon written notice in the event that the other Party becomes insolvent,
  620. files for any form of bankruptcy, makes any assignment for the benefit of
  621. creditors, has a receiver, administrative receiver or officer appointed
  622. over the whole or a substantial part of its assets, ceases to conduct
  623. business, or an act equivalent to any of the above occurs under the laws
  624. of the jurisdiction of the other Party.
  625. 12.4. Parties' Rights and Duties upon Termination
  626. Upon expiry or termination of the Agreement, Licensee shall cease and
  627. shall cause all Designated Users (including those of its Affiliates' and
  628. Contractors') to cease using the Licensed Software and distribution of the
  629. Redistributables under this Agreement.
  630. Notwithstanding the above, in the event the Agreement expires or is terminated:
  631. (i) as a result of The Qt Company choosing not to renew the Development
  632. License(s) as set forth in Section 3.1, then all valid licenses
  633. possessed by the Licensee at such date shall be extended to be valid
  634. in perpetuity under the terms of this Agreement and Licensee is
  635. entitled to purchase additional licenses as set forth in
  636. Section 10.2; or
  637. (ii) for reason other than by The Qt Company pursuant to item (i) above
  638. or pursuant to Section 12.2, then the Licensee is entitled, for a
  639. period of six (6) months after the effective date of termination,
  640. to continue distribution of Devices under the Distribution Licenses
  641. paid but unused at such effective date of termination.
  642. Upon any such termination the Licensee shall destroy or return to The Qt
  643. Company all copies of the Licensed Software and all related materials and will
  644. certify the same to The Qt Company upon its request, provided however that
  645. Licensee may retain and exploit such copies of the Licensed Software as it may
  646. reasonably require in providing continued support to Customers.
  647. Expiry or termination of this Agreement for any reason whatsoever shall not
  648. relieve Licensee of its obligation to pay any License Fees accrued or payable
  649. to The Qt Company prior to the effective date of termination, and Licensee
  650. shall immediately pay to The Qt Company all such fees upon the effective date
  651. of termination. Termination of this Agreement shall not affect any rights of
  652. Customers to continue use of Applications and Devices (and therein
  653. incorporated Redistributables).
  654. 12.5. Extension in case of bankruptcy
  655. In the event The Qt Company is declared bankrupt under a final,
  656. non-cancellable decision by relevant court of law, and this Agreement is not,
  657. at the date of expiry of the Development License(s) pursuant to Section 3.1,
  658. assigned to party, who has assumed The Qt Company's position as a legitimate
  659. licensor of Licensed Software under this Agreement, then all valid licenses
  660. possessed by the Licensee at such date of expiry, and which the Licensee has
  661. not notified for expiry, shall be extended to be valid in perpetuity under the
  662. terms of this Agreement.
  663. 13. GOVERNING LAW AND LEGAL VENUE
  664. In the event this Agreement is in the name of The Qt Company Inc., a Delaware
  665. Corporation, then:
  666. (i) this Agreement shall be construed and interpreted in accordance with
  667. the laws of the State of California, USA, excluding its choice of
  668. law provisions;
  669. (ii) the United Nations Convention on Contracts for the International
  670. Sale of Goods will not apply to this Agreement; and
  671. (iii) any dispute, claim or controversy arising out of or relating to this
  672. Agreement or the breach, termination, enforcement, interpretation or
  673. validity thereof, including the determination of the scope or
  674. applicability of this Agreement to arbitrate, shall be determined by
  675. arbitration in San Francisco, USA, before one arbitrator. The
  676. arbitration shall be administered by JAMS pursuant to JAMS'
  677. Streamlined Arbitration Rules and Procedures. Judgment on the Award
  678. may be entered in any court having jurisdiction. This Section shall
  679. not preclude parties from seeking provisional remedies in aid of
  680. arbitration from a court of appropriate jurisdiction.
  681. In the event this Agreement is in the name of The Qt Company Ltd., a Finnish
  682. Company, then:
  683. (i) this Agreement shall be construed and interpreted in accordance with
  684. the laws of Finland, excluding its choice of law provisions;
  685. (ii) the United Nations Convention on Contracts for the International
  686. Sale of Goods will not apply to this Agreement; and
  687. (iii) any disputes, controversy or claim arising out of or relating to
  688. this Agreement, or the breach, termination or validity thereof shall
  689. be finally settled by arbitration in accordance with the Arbitration
  690. Rules of Finland Chamber of Commerce. The arbitration tribunal shall
  691. consist of one (1), or if either Party so requires, of three (3),
  692. arbitrators. The award shall be final and binding and enforceable in
  693. any court of competent jurisdiction. The arbitration shall be held
  694. in Helsinki, Finland and the process shall be conducted in the
  695. English language. This Section shall not preclude parties from
  696. seeking provisional remedies in aid of arbitration from a court of
  697. appropriate jurisdiction.
  698. 14. GENERAL PROVISIONS
  699. 14.1. No Assignment
  700. Except in the case of a merger or sale of substantially all of its corporate
  701. assets, Licensee shall not be entitled to assign or transfer all or any of
  702. its rights, benefits and obligations under this Agreement without the prior
  703. written consent of The Qt Company, which shall not be unreasonably withheld
  704. or delayed. The Qt Company shall be entitled to freely assign or transfer any
  705. of its rights, benefits or obligations under this Agreement.
  706. 14.2. No Third-Party Representations
  707. Licensee shall make no representations or warranties concerning the Licensed
  708. Software on behalf of The Qt Company. Any representation or warranty Licensee
  709. makes or purports to make on The Qt Company's behalf shall be void as to The
  710. Qt Company.
  711. 14.3. Surviving Sections
  712. Any terms and conditions that by their nature or otherwise reasonably should
  713. survive termination of this Agreement shall so be deemed to survive. Such
  714. sections include especially the following: 1, 2, 6, 7, 9, 11, 12.4, 13 and 14.
  715. 14.4. Entire Agreement
  716. This Agreement, the exhibits hereto, the License Certificate and any
  717. applicable Purchase Order accepted by The Qt Company constitute the complete
  718. agreement between the Parties and supersedes all prior or contemporaneous
  719. discussions, representations, and proposals, written or oral, with respect
  720. to the subject matters discussed herein.
  721. In the event of any conflict or inconsistency between this Agreement and any
  722. Purchase Order, the terms of this Agreement will prevail over the terms of
  723. the Purchase Order with respect to such conflict or inconsistency.
  724. Parties specifically acknowledge and agree that this Agreement prevails
  725. over any click-to-accept or similar agreements the Designated Users may
  726. need to accept online upon download of the Licensed Software, as may be
  727. required by The Qt Company's applicable processes relating to Licensed
  728. Software.
  729. 14.5. Modifications
  730. No modification of this Agreement shall be effective unless contained in a
  731. writing executed by an authorized representative of each Party. No term or
  732. condition contained in Licensee's Purchase Order ("Deviating Terms") shall
  733. apply unless The Qt Company has expressly agreed such Deviating Terms in
  734. writing. Unless and to the extent expressly agreed by The Qt Company, any
  735. such Deviating Terms shall be deemed void and with no legal effect. For
  736. clarity, delivery of the Licensed Software following the receipt of the
  737. Purchase Order including Deviating Terms shall not constitute acceptance of
  738. such Deviating Terms."
  739. 14.6. Force Majeure
  740. Except for the payment obligations hereunder, neither Party shall be liable
  741. to the other for any delay or non-performance of its obligations hereunder
  742. in the event and to the extent that such delay or non-performance is due to
  743. an event of act of God, terrorist attack or other similar unforeseeable
  744. catastrophic event that prevents either Party for fulfilling its
  745. obligations under this Agreement and which such Party cannot avoid or
  746. circumvent ("Force Majeure Event"). If the Force Majeure Event results in
  747. a delay or non-performance of a Party for a period of three (3) months or
  748. longer, then either Party shall have the right to terminate this Agreement
  749. with immediate effect without any liability (except for the obligations of
  750. payment arising prior to the event of Force Majeure) towards the other
  751. Party.
  752. 14.7. Notices
  753. Any notice given by one Party to the other shall be deemed properly given
  754. and deemed received if specifically acknowledged by the receiving Party in
  755. writing or when successfully delivered to the recipient by hand, fax, or
  756. special courier during normal business hours on a business day to the
  757. addresses specified for each Party on the signature page. Each
  758. communication and document made or delivered by one Party to the other
  759. Party pursuant to this Agreement shall be in the English language.
  760. 14.8. Export Control
  761. Licensee acknowledges that the Redistributables, as incorporated in
  762. Applications or Devices, may be subject to export control restrictions
  763. under the applicable laws of respective countries. Licensee shall fully
  764. comply with all applicable export license restrictions and requirements
  765. as well as with all laws and regulations relating to the Redistributables
  766. and exercise of licenses hereunder and shall procure all necessary
  767. governmental authorizations, including without limitation, all necessary
  768. licenses, approvals, permissions or consents, where necessary for the
  769. re-exportation of the Redistributables, Applications and/or Devices.
  770. 14.9. No Implied License
  771. There are no implied licenses or other implied rights granted under
  772. this Agreement, and all rights, save for those expressly granted hereunder,
  773. shall remain with The Qt Company and its licensors. In addition, no licenses
  774. or immunities are granted to the combination of the Licensed Software with
  775. any other software or hardware not delivered by The Qt Company under this
  776. Agreement.
  777. 14.10. Attorney Fees
  778. The prevailing Party in any action to enforce this Agreement shall be
  779. entitled to recover its attorney's fees and costs in connection with such
  780. action.
  781. 14.11. Privacy
  782. Licensee acknowledges and agrees that for the purpose of this Agreement,
  783. The Qt Company may collect, use, transfer and disclose personal data
  784. pertaining to Designated Users as well as any other employees and directors
  785. of the Licensee and its Contractors relevant for carrying out the intent of
  786. this Agreement. Such personal data may be collected from the Licensee or
  787. directly from the relevant individuals. The Parties acknowledge that with
  788. regard to such personal data processed hereunder, The Qt Company shall be
  789. regarded as the Data Controller under the applicable Data Protection
  790. Legislation. The Qt Company shall process any such personal data in
  791. accordance with its privacy policies and practices, which will comply with
  792. all applicable requirements of the Data Protection Legislation.
  793. 14.12. Severability
  794. If any provision of this Agreement shall be adjudged by any court of
  795. competent jurisdiction to be unenforceable or invalid, that provision shall
  796. be limited or eliminated to the minimum extent necessary so that this
  797. Agreement shall otherwise remain in full force and effect and enforceable.
  798. APPENDICES
  799. The Agreement includes Appendix 1, and possibly one or more of the
  800. appendices 3-5, depending on the product(s) purchased by the Licensee,
  801. what is stated in the quote or invoice, and/or what is stated in the
  802. Licensee's License Certificate.
  803. APPENDIX 1
  804. The modules and/or tools that are included in the respective product - Qt
  805. for Application Development (QtAD), Qt for Device Creation (QtDC), Qt for
  806. MCUs (QtMCU), Qt 3D Studio (Qt3DS) and Qt Design Studio (QtDS) - are
  807. marked with 'X' in the below table.
  808. Parts of the product that are permitted for distribution in object-code
  809. form only ("Redistributables") are marked with 'R' in the below table.
  810. +-----------------------------------------------------------------------+
  811. | Modules / Tools | QtAD | QtDC | QtMCU | Qt3DS | QtDS |
  812. +-----------------------------------------------------------------------+
  813. | Qt Core | X, R | X, R | | | |
  814. +-----------------------------------------------------------------------+
  815. | Qt GUI | X, R | X, R | | | |
  816. +-----------------------------------------------------------------------+
  817. | Qt Multimedia | X, R | X, R | | | |
  818. +-----------------------------------------------------------------------+
  819. | Qt Multimedia Widgets | X, R | X, R | | | |
  820. +-----------------------------------------------------------------------+
  821. | Qt Network | X, R | X, R | | | |
  822. +-----------------------------------------------------------------------+
  823. | Qt QML | X, R | X, R | | | |
  824. +-----------------------------------------------------------------------+
  825. | Qt Quick | X, R | X, R | | | |
  826. +-----------------------------------------------------------------------+
  827. | Qt Quick Controls 2 | X, R | X, R | | | |
  828. +-----------------------------------------------------------------------+
  829. | Qt Quick Dialogs | X, R | X, R | | | |
  830. +-----------------------------------------------------------------------+
  831. | Qt Quick Layouts | X, R | X, R | | | |
  832. +-----------------------------------------------------------------------+
  833. | Qt Quick Test | X, R | X, R | | | |
  834. +-----------------------------------------------------------------------+
  835. | Qt SQL | X, R | X, R | | | |
  836. +-----------------------------------------------------------------------+
  837. | Qt Test | X, R | X, R | | | |
  838. +-----------------------------------------------------------------------+
  839. | Qt Widgets | X, R | X, R | | | |
  840. +-----------------------------------------------------------------------+
  841. | Active Qt | X, R | X, R | | | |
  842. +-----------------------------------------------------------------------+
  843. | Qt 3D | X, R | X, R | | | |
  844. +-----------------------------------------------------------------------+
  845. | Qt Android Extras | X, R | X, R | | | |
  846. +-----------------------------------------------------------------------+
  847. | Qt Bluetooth | X, R | X, R | | | |
  848. +-----------------------------------------------------------------------+
  849. | Qt Canvas 3D | X, R | X, R | | | |
  850. +-----------------------------------------------------------------------+
  851. | Qt Concurrent | X, R | X, R | | | |
  852. +-----------------------------------------------------------------------+
  853. | Qt D-Bus | X, R | X, R | | | |
  854. +-----------------------------------------------------------------------+
  855. | Qt Gamepad | X, R | X, R | | | |
  856. +-----------------------------------------------------------------------+
  857. | Qt Graphical Effects | X, R | X, R | | | |
  858. +-----------------------------------------------------------------------+
  859. | Qt Help | X, R | X, R | | | |
  860. +-----------------------------------------------------------------------+
  861. | Qt Image Formats | X, R | X, R | | | |
  862. +-----------------------------------------------------------------------+
  863. | Qt Location | X, R | X, R | | | |
  864. +-----------------------------------------------------------------------+
  865. | Qt Mac Extras | X, R | X, R | | | |
  866. +-----------------------------------------------------------------------+
  867. | Qt Network Authorization | X, R | X, R | | | |
  868. +-----------------------------------------------------------------------+
  869. | Qt NFC | X, R | X, R | | | |
  870. +-----------------------------------------------------------------------+
  871. | Qt Platform Headers | X, R | X, R | | | |
  872. +-----------------------------------------------------------------------+
  873. | Qt Positioning | X, R | X, R | | | |
  874. +-----------------------------------------------------------------------+
  875. | Qt Print Support | X, R | X, R | | | |
  876. +-----------------------------------------------------------------------+
  877. | Qt Purchasing | X, R | X, R | | | |
  878. +-----------------------------------------------------------------------+
  879. | Qt for Python | X, R | X, R | | | |
  880. +-----------------------------------------------------------------------+
  881. | Qt Quick Controls | X, R | X, R | | | |
  882. +-----------------------------------------------------------------------+
  883. | Qt Quick Extras | X, R | X, R | | | |
  884. +-----------------------------------------------------------------------+
  885. | Qt Quick Widgets | X, R | X, R | | | |
  886. +-----------------------------------------------------------------------+
  887. | Qt SCXML | X, R | X, R | | | |
  888. +-----------------------------------------------------------------------+
  889. | Qt Sensors | X, R | X, R | | | |
  890. +-----------------------------------------------------------------------+
  891. | Qt Serial Bus | X, R | X, R | | | |
  892. +-----------------------------------------------------------------------+
  893. | Qt Serial Port | X, R | X, R | | | |
  894. +-----------------------------------------------------------------------+
  895. | Qt Speech | X, R | X, R | | | |
  896. +-----------------------------------------------------------------------+
  897. | Qt SVG | X, R | X, R | | | |
  898. +-----------------------------------------------------------------------+
  899. | Qt UI Tools | X, R | X, R | | | |
  900. +-----------------------------------------------------------------------+
  901. | Qt WebChannel | X, R | X, R | | | |
  902. +-----------------------------------------------------------------------+
  903. | Qt WebEngine | X, R | X, R | | | |
  904. +-----------------------------------------------------------------------+
  905. | Qt WebSockets | X, R | X, R | | | |
  906. +-----------------------------------------------------------------------+
  907. | Qt WebView | X, R | X, R | | | |
  908. +-----------------------------------------------------------------------+
  909. | Qt Windows Extras | X, R | X, R | | | |
  910. +-----------------------------------------------------------------------+
  911. | Qt X11 Extras | X, R | X, R | | | |
  912. +-----------------------------------------------------------------------+
  913. | Qt XML | X, R | X, R | | | |
  914. +-----------------------------------------------------------------------+
  915. | Qt XML Patterns | X, R | X, R | | | |
  916. +-----------------------------------------------------------------------+
  917. | Qt Wayland Compositor | X, R | X, R | | | |
  918. +-----------------------------------------------------------------------+
  919. | Qt Charts | X, R | X, R | | | |
  920. +-----------------------------------------------------------------------+
  921. | Qt Data visualization | X, R | X, R | | | |
  922. +-----------------------------------------------------------------------+
  923. | Qt Virtual Keyboard | X, R | X, R | | | |
  924. +-----------------------------------------------------------------------+
  925. | Boot 2 Qt stack | | X, R | | | |
  926. +-----------------------------------------------------------------------+
  927. | Qt OTA | | X, R | | | |
  928. +-----------------------------------------------------------------------+
  929. | Device Utilities | | X, R | | | |
  930. +-----------------------------------------------------------------------+
  931. | Qt Debugging Bridge (QDB) Daemon | | X, R | | | |
  932. +-----------------------------------------------------------------------+
  933. | Qt Quick Ultralite Controls | | | X, R | | |
  934. +-----------------------------------------------------------------------+
  935. | Qt Quick Ultralite | | | X, R | | |
  936. +-----------------------------------------------------------------------+
  937. | Qt Creator | X | X | X | | |
  938. +-----------------------------------------------------------------------+
  939. | Qt Designer (Qt Widget Designer) | X | X | | | |
  940. +-----------------------------------------------------------------------+
  941. | Qt Quick Designer (Qt Creator | X | X | X | | |
  942. | plugin) | | | | | |
  943. +-----------------------------------------------------------------------+
  944. | Qt Linguist | X | X | X | | |
  945. +-----------------------------------------------------------------------+
  946. | Qt Assistant | X | X | X | | |
  947. +-----------------------------------------------------------------------+
  948. | Lupdate | X | X | X | | |
  949. +-----------------------------------------------------------------------+
  950. | Lrelease | X | X | X | | |
  951. +-----------------------------------------------------------------------+
  952. | Qmake | X | X | | | |
  953. +-----------------------------------------------------------------------+
  954. | Uic | X | X | | | |
  955. +-----------------------------------------------------------------------+
  956. | Rcc | X | X | | | |
  957. +-----------------------------------------------------------------------+
  958. | Qlalr | X | X | | | |
  959. +-----------------------------------------------------------------------+
  960. | Qdoc | X | X | | | |
  961. +-----------------------------------------------------------------------+
  962. | Qmlscene | X | X | | | |
  963. +-----------------------------------------------------------------------+
  964. | Qmlviewer | X | X | | | |
  965. +-----------------------------------------------------------------------+
  966. | Target toolchains | | X | X | | |
  967. +-----------------------------------------------------------------------+
  968. | Qt Debugging Bridge (QDB) Host | | X | | | |
  969. | Tools | | | | | |
  970. +-----------------------------------------------------------------------+
  971. | qtconfig-gui | | X | | | |
  972. +-----------------------------------------------------------------------+
  973. | Qt Emulator | | X | | | |
  974. +-----------------------------------------------------------------------+
  975. | Qmlinterfacegenerator | | | X | | |
  976. +-----------------------------------------------------------------------+
  977. | Qmltocpp | | | X | | |
  978. +-----------------------------------------------------------------------+
  979. | qulfontcompiler | | | X | | |
  980. +-----------------------------------------------------------------------+
  981. | Qt53DStudioRuntime2 | | | | X, R | |
  982. +-----------------------------------------------------------------------+
  983. | Qt 3D Studio | | | | X | |
  984. +-----------------------------------------------------------------------+
  985. | Qt Design Studio | | | | | X |
  986. +-----------------------------------------------------------------------+
  987. APPENDIX 3: ADDITIONS TO LICENSED SOFTWARE
  988. In addition to what is provided under the definition of the Licensed Software,
  989. Parties agree that Licensed Software shall also include the Add-On Products of
  990. The Qt Company, as mentioned in this Appendix, if included in the quote /
  991. invoice.
  992. The Modules and/or Tools of the Licensed Software that are included with each
  993. Add-On Product respectively are marked with 'X' in the below table.
  994. Parts of the respective Add-On Product that are permitted for distribution in
  995. object-code form only ("Redistributables") are marked with 'R' in the below
  996. table.
  997. +------------------------------------------------------------------------------------------------+
  998. | | Add-On Product(s) |
  999. | +--------------------------------------------------------------------------+
  1000. | Modules / Tools of | Qt for | Qt | Qt | Qt | Qt | Qt |
  1001. | Licensed Software | Automation | Automotive | Safe | Application | GammaRay | Deployment |
  1002. | | / Qt M2M | Suite | Renderer | Manager | | Platform |
  1003. | | Protocols | | | | | Package |
  1004. +------------------------------------------------------------------------------------------------+
  1005. | Qt MQTT | X, R | | | | | |
  1006. +------------------------------------------------------------------------------------------------+
  1007. | Qt KNX | X, R | | | | | |
  1008. +------------------------------------------------------------------------------------------------+
  1009. | Qt OPC UA | X, R | | | | | |
  1010. +------------------------------------------------------------------------------------------------+
  1011. | Qt CoAP | X, R | | | | | |
  1012. +------------------------------------------------------------------------------------------------+
  1013. | Qt Safe Renderer | | X, R | X, R | | | |
  1014. +------------------------------------------------------------------------------------------------+
  1015. | Qt Application | | X, R | | X, R | | |
  1016. | Manager | | | | | | |
  1017. +------------------------------------------------------------------------------------------------+
  1018. | Qt IVI | | X, R | | | | |
  1019. +------------------------------------------------------------------------------------------------+
  1020. | Reference UI | | X, R | | | | |
  1021. +------------------------------------------------------------------------------------------------+
  1022. | Qt GENIVI Extras | | X, R | | | | |
  1023. +------------------------------------------------------------------------------------------------+
  1024. | QML Live | | X | | | | |
  1025. +------------------------------------------------------------------------------------------------+
  1026. | Qt Creator | | X | | | | |
  1027. | Deployment | | | | | | |
  1028. +------------------------------------------------------------------------------------------------+
  1029. | Qt Creator Plugin | | X | | X | | |
  1030. | for Qt Application Manager | | | | | |
  1031. +------------------------------------------------------------------------------------------------+
  1032. | Qt Automotive Suite | | X | | | | |
  1033. | Deployment Server | | | | | | |
  1034. +------------------------------------------------------------------------------------------------+
  1035. | Qt Design Studio | | X | | | | |
  1036. +------------------------------------------------------------------------------------------------+
  1037. | Qt 3D Studio | | X | | | | |
  1038. +------------------------------------------------------------------------------------------------+
  1039. | GammaRay | | X | | | X | |
  1040. +------------------------------------------------------------------------------------------------+
  1041. | Platform adaptations| | | | | | X |
  1042. | for specified | | | | | |
  1043. | Deployment Platforms | | | | | |
  1044. +------------------------------------------------------------------------------------------------+
  1045. | Qt for Device | | X | | | | |
  1046. | Creation | | | | | | |
  1047. +------------------------------------------------------------------------------------------------+
  1048. All the above Redistributables are subject to applicable provisions and
  1049. limitations including but not limited to what is defined in section 3 of the
  1050. Agreement.
  1051. APPENDIX 4: SMALL BUSINESS AND STARTUP
  1052. The provisions of this Appendix 4 are applicable for companies with an annual
  1053. revenue, including funding, equivalent to maximum of 250,000 USD (in
  1054. applicable currency) during the latest full calendar year, as evidenced by
  1055. duly audited records of the Licensee and approved by The Qt Company
  1056. ("Start-up Company").
  1057. Start-up Companies are qualified for a discounted License Fee for maximum of
  1058. four (4) Development Licenses ("Start-up Development License") unless
  1059. otherwise agreed between the parties.
  1060. Start-up Development License entitles the respective Designated User for
  1061. Support only for installation related issues.
  1062. Upon expiry of the respective License Term, the Start-up Development
  1063. Licenses shall be automatically extended, pursuant to Section 3.1 of the
  1064. Agreement, for a Renewal Term either as new Start-up Development Licenses
  1065. (if the Licensee still qualifies as a Start-up Company), or as normal
  1066. Development Licenses (if the Licensee no longer qualifies as a Start-up
  1067. ompany).
  1068. APPENDIX 5: NON-COMMERCIAL USE
  1069. The provisions of this Appendix 5 are applicable for non-commercial use of
  1070. the Licensed Software by the Licensee.
  1071. For the purpose of this Appendix 5, the following additional definitions
  1072. (replacing the relevant definition of the Agreement, where applicable)
  1073. shall be applicable:
  1074. "Demo Units" shall mean (i) hardware development platform, which incorporates
  1075. the Licensed Software along with Licensee's software and/or hardware, and
  1076. (ii) prototype versions of Applications or Devices.
  1077. "Designated User(s)" shall mean the employees and students of the Licensee.
  1078. "Licensee Products" shall mean Applications and/or Devices.
  1079. "Permitted Purpose" shall mean (i) Licensee's internal evaluation and
  1080. testing of Licensed Software, (ii) building Demo Units as well as (iii)
  1081. educational use.
  1082. "Term" shall mean a period of twelve (12) months or any such other period
  1083. as may be agreed between the Parties.
  1084. For the purpose of this Appendix 5, the following changes shall be agreed
  1085. with respect to relevant Sections of the Agreement:
  1086. I. Recital (A) shall be replaced in its entirety to read as follows:
  1087. "(A) Licensee wishes to use the Licensed Software for the Permitted
  1088. Purpose."
  1089. II. Section 3.1 shall be replaced in its entirety to read as follows:
  1090. "The Qt Company grants to Licensee a personal, non-exclusive,
  1091. non-transferable, revocable, royalty-free license, valid for the
  1092. Term, to use, modify and copy the Licensed Software solely for the
  1093. Permitted Purpose.
  1094. Licensee may install copies of the Licensed Software on five (5)
  1095. computers per Designated User, provided that only the Designated
  1096. Users who have a valid Development License may use the Licensed
  1097. Software.
  1098. Licensee may demonstrate the Demo Units, provided that such
  1099. demonstrations must be conducted by Licensee, and the Demo Units
  1100. must remain in Licensee's possession and under Licensee's control
  1101. at all times.
  1102. For clarity, this Agreement does not (i) entitle Licensee to use
  1103. Licensed Software to create Applications or Devices (other than
  1104. prototypes thereof) or (ii) carry any distribution rights to
  1105. Licensee, but such rights are subject to and conditional upon
  1106. conclusion of a separate license agreement with The Qt Company."
  1107. III. Sections 3.2, 3.3, 8 and 10 shall be deleted.
  1108. IV. Section 3.4 shall be replaced in its entirety to read as follows:
  1109. "Licensee shall not:
  1110. - remove or alter any copyright, trademark or other proprietary
  1111. rights notice contained in any portion of the Licensed Software;
  1112. - transfer, publish, sublicense, disclose, display or otherwise
  1113. make the Licensed Software available to any third party (except
  1114. that Licensee may demonstrate the Demo Units pursuant to Section
  1115. 3.1);
  1116. - in any way combine, incorporate or integrate Licensed Software
  1117. with, or use Licensed Software for creation of, any software
  1118. created with or incorporating Open Source Qt;
  1119. Licensee shall cause all Designated Users who make use of the
  1120. licenses granted under this Agreement, to be contractually bound
  1121. to comply with the relevant terms of this Agreement and not to use
  1122. the Licensed Software beyond the terms hereof. Licensee shall be
  1123. responsible for any and all actions and omissions of its
  1124. Designated Users relating to the Licensed Software and use
  1125. thereof.
  1126. Any use of Licensed Software beyond the provisions of this
  1127. Agreement is strictly prohibited and requires an additional license
  1128. from The Qt Company."
  1129. V. Section 12 shall be replaced in its entirety to read as follows:
  1130. "This Agreement shall enter into force upon due acceptance by both
  1131. Parties and remain in force for the Term, unless and until
  1132. terminated pursuant to the terms of Section 12.
  1133. Upon termination of the Agreement, Licensee shall cease using the
  1134. Licensed Software. All other copies of Licensed Software in the
  1135. possession or control of Licensee must be erased or destroyed.
  1136. An officer of Licensee must, upon request, promptly deliver to
  1137. The Qt Company a written confirmation that this has occurred."
  1138. Except for the modifications specified above, this Appendix carries no
  1139. change to the terms of the Agreement which shall remain in full force.