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- QT AUTOMOTIVE SUITE LICENSE AGREEMENT
- Agreement version 3.0
- This Qt Automotive Suite 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 in connection with the Program, 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 in
- connection with the Program, 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 accordance with the license grant described in Section
- 3.2(ii)-(iii) 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.
- "Initial Support Term" shall mean a time period of twelve (12) months,
- calculated from the effective date of this Agreement.
- "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.
- "Licensee" shall mean the individual or legal entity that is party to this
- Agreement, as identified on the signature page hereof.
- "License Certificate" shall mean a certificate accompanying the Licensed
- Software and generated for each Designated User respectively. License
- Certificate will specify the Designated User, the Development Platforms,
- Deployment Platforms, Program and the Term of this Agreement. The terms of the
- License Certificate are considered part of this Agreement and shall be updated
- from time to time to reflect any changes to the foregoing terms relating to
- Licensee's rights to the Licensed Software.
- "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.
- "Licensee´s SDK Contractors" shall mean Contractors of Licensee, who have
- purchased or received SDK from the Licensee relating to the Program.
- "License Fee" shall mean the fee charged to the Licensee for rights granted
- under the terms of this Agreement.
- "Licensed Software" shall mean all versions of The Qt Company's computer
- software products, online or electronic documentation, associated media and
- printed materials, including the source code, example programs and the
- documentation, licensed to the Licensee under this Agreement. Licensed Software
- does not include Third Party Software (as defined in Section 4) or Open Source
- Qt.
- "Modified Software" shall mean bug-fixes, error corrections, patches or
- modifications made to the Licensed Software by Licensee, including documentation
- related thereto.
- "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 all versions of The Qt Company's Qt computer
- software products, online or electronic documentation, associated media and
- printed materials, including the source code, example programs and the
- documentation available 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").
- "Party" or "Parties" shall mean Licensee and/or The Qt Company.
- "Program" shall mean Licensee´s business program for which purpose the Licensee
- is entitled to use the Licensed Software and grant the Licensee's SDK
- Contractors a right to use the Licensed Software as part of a SDK.
- "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.
- "SDK" or "Software Development Kit" shall mean a combination of software modules
- including Licensed Software intended to be utilized in connection with the
- Program.
- "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.
- "Support Renewal Term" shall mean a time period of twelve (12) months,
- calculated from the end of the Initial Support Term or previous Support Renewal
- Term, as applicable.
- "Support Term" shall mean the Initial Support Term and any possible Support
- Renewal Terms(s) during which time the Licensee is eligible to receive for
- Support for the Licensed Software.
- "Taxes" shall have the meaning set forth in Section 10.5.
- "Term" shall mean the validity period of this Agreement, as set forth in the
- License Certificate.
- “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.
- "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 Modified Software that breaks the source or binary
- compatibility with the Licensed Software. This includes, but is not limited to,
- changing the application programming interfaces ("API") 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 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.
- To the extent Licensee submits Modified Software to The Qt Company ("Submitted
- Modified Software"), 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. For the sake of clarity, the Licensee shall have no obligation to
- provide Modified Software to The Qt Company.
- 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
- 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 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.
- 3.2 Distribution of Redistributables
- Subject to the terms of this Agreement, The Qt Company grants to Licensee a
- personal, worldwide, non- exclusive, non-transferable 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) 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 (iii) 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 and/or Devices for their respective intended purposes.
- Right to distribute the Redistributables 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.
- For the avoidance of any doubt it is specifically acknowledged and agreed that
- distribution of Redistributables solely as installed, incorporated or integrated
- into Applications for execution on the Deployment Platform(s), as specified in
- (i) of the first paragraph of Section 3.2 above, i.e. with no connection to
- Devices or intention to use in connection therewith, shall not require a
- Distribution License.
- 3.3 SDK License
- The Qt Company grants to Licensee a personal, worldwide, non-exclusive,
- non-transferable license, valid for the Term, to (i) distribute Licensed
- Software as a part of the SDK to Licensee´s SDK Contractors in connection with
- the Program and (ii) in connection with the Program, by itself or by Licensee's
- SDK Contractors, combine, incorporate or integrate Licensed Software with, or
- use Licensed Software for creation of, any software created with or
- incorporating Open Source Qt, provided, however, that:
- (i) the Licensee´s SDK Contractors are only entitled to use the Licensed
- Software as part of SDK and for the sole purpose of developing software for
- Devices that are distributed under the Program; and
- (ii) Licensee´s SDK Contractors shall not be entitled to distribute the SDK or
- any part thereof to any third parties.
- For the avoidance of any doubt, the distribution of such software development
- tools that do not contain Licensed Software shall not be covered by this
- Agreement.
- 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 and SDKs 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 and SDKs 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 or SDKs, except that Licensee may
- use "Built with Qt" logo to indicate that Application(s) was developed using
- the Licensed Software;
- (vi) Except as expressly provided in Section 3.3, 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);
- (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) Except as expressly provided in Section 3.3, Licensee shall not and
- shall cause that its Affiliates, Contractors and Licensee's SDK 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. Unless specifically
- otherwise agreed, 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
- Open Source Qt, shall be considered as 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;
- (xi) Licensee shall not take any action inconsistent with The Qt Company's
- Intellectual Property Rights; and
- (xii) 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".
- TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE QT COMPANY ON BEHALF OF
- ITSELF AND ITS LICENSORS, SUPPLIERS AND AFFILIATES, DISCLAIMS ALL 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.
- Licensee's exclusive remedy and The Qt Company's entire liability for 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.
- 7. INDEMNIFICATION AND LIMITATION OF LIABILITY
- 7.1 Limitation of Liability
- EXCEPT FOR (I) CASES OF GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, (II)
- LICENSEE'S DUTY TO PAY ALL APPLICABLE LICENSE FEES AND COMPENSATIONS, AND (III)
- BREACH OF CONFIDENTIALITY, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO
- EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOSS OF PROFIT,
- LOSS OF DATA, LOSS OF BUSINESS OR GOODWILL OR ANY OTHER INDIRECT, SPECIAL,
- CONSEQUENTIAL, INCIDENTAL OR PUNITIVE COST, DAMAGES OR EXPENSE OF ANY KIND,
- HOWSOEVER ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT.
- EXCEPT FOR (I) CASES OF GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, (II)
- LICENSEE'S DUTY TO PAY ALL APPLICABLE LICENSE FEES AND COMPENSATIONS, AND (III)
- 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 RECEIVED BY 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
- Licensee will be eligible to receive Support and Updates and to use the Online
- Services during the Support Term. 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.
- Licenses granted under this Agreement shall include a prepaid Initial Support
- Term.
- Initial Support Term shall be automatically extended to one or more Support
- Renewal Term(s), unless and until either Party notifies the other Party in
- writing that it does not wish to continue the Support, such notification to be
- provided to the other Party no less than ninety (90) days before expiry of the
- Initial Support Term or respective Support Renewal Term. During any such Support
- Renewal Term Support shall be available subject to prices and terms 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
- Support Renewal Term. From time to time The Qt Company may change Support
- provided within each Support plan; provided that during the respective Initial
- Support Term or Support Renewal Term (as the case may be), 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 the 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, even on the ground
- that Distribution Licenses are not used, i.e. Redistributables are not actually
- distributed corresponding to the Distribution Licenses purchased, or for any
- other reason.
- 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, the Distribution Licenses are bought 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 a 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 the end of each calendar
- quarter, deliver to The Qt Company a report detailing the number of Designated
- Users and 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 (i.e.,
- undistributed copies for which Distribution Licenses have been or need to be
- obtained from The Qt Company). Such report shall contain such other information
- as The Qt Company shall 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 the 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 (i) the Licensee is in material breach of any
- obligation of this Agreement and fails to remedy such breach within such notice
- period; (ii) or Licensee or any of its Affiliates bring a suit before any court
- or administrative agency or otherwise assert a claim against The Qt Company's
- or any of its Affiliates' Intellectual Property Rights or validity thereof.
- 12.3 Mutual Right to Terminate
- Either Party shall have the right to terminate this Agreement immediately upon
- written notice in the event that the other Party becomes insolvent, files for
- any form of bankruptcy, makes any assignment for the benefit of creditors, has a
- receiver, administrative receiver or officer appointed over the whole or a
- substantial part of its assets, ceases to conduct business, or an act equivalent
- to any of the above occurs under the laws of the jurisdiction of the other
- Party.
- 12.4 Parties´ Rights and Duties upon Termination
- Upon expiry or termination of the Agreement for any reason, Licensee shall,
- within 30 days after such termination, cease and shall cause all Designated
- Users (including those of its Affiliates' and Contractors') and Licensee's SDK
- 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 for reason other than by The Qt Company
- pursuant to Section 12.2, 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).
- 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 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.
- 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
- The Qt Company in the beginning of this Agreement, and for the Licensee in the
- Licensee’s account profile. 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 lawses 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 essential and 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" and
- "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" or in the case of Qt Jambi: "juic")
- - The Licensed Software's Resource Compiler ("rcc")
- - The Licensed Software's generator (only in the case of Qt Jambi if applicable)
- - The Licensed Software's parts of the IDE tool ("Qt Creator")
- - The Licensed Software's Emulator
- - Build scripts, recipes and other material for creating the
- configuration of Licensed Software and/or 3rd party components, including the
- reference operating system configuration delivered in conjunction with the
|