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- QT LICENSE AGREEMENT
- Agreement version 4.2.3
- This Qt License Agreement ("Agreement") is a legal agreement for the licensing
- of Licensed Software (as defined below) between The Qt Company (as defined
- below) and the Licensee who has accepted the terms of this Agreement by
- downloading or using the Licensed Software and/or as defined herein:
- Capitalized terms used herein are defined in Section 1.
- WHEREAS:
- (A) Licensee wishes to use the Licensed Software for the purpose of
- developing and distributing Applications and/or Devices (each as
- defined below); and
- (B) The Qt Company is willing to grant the Licensee a right to use
- Licensed Software for such a purpose pursuant to term and conditions
- of this Agreement.
- NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:
- 1. DEFINITIONS
- "Affiliate" of a Party shall mean an entity (i) which is directly
- or indirectly controlling such Party; (ii) which is under the same direct or
- indirect ownership or control as such Party; or (iii) which is directly or
- indirectly owned or controlled by such Party. For these purposes, an entity
- shall be treated as being controlled by another if that other entity has fifty
- percent (50 %) or more of the votes in such entity, is able to direct its
- affairs and/or to control the composition of its board of directors or
- equivalent body.
- "Add-on Products" shall mean The Qt Company's specific add-on software products
- (for example Qt Safe Renderer, Qt for Automation, Qt Application Manager), which
- are not licensed as part of The Qt Company's standard offering, but shall be
- included into the scope of Licensed Software only if so specifically agreed
- between the Parties.
- "Applications" shall mean Licensee's software products created using the
- Licensed Software, which may include the Redistributables, or part thereof.
- "Contractor(s)" shall mean third party consultants, distributors and contractors
- performing services to the Licensee under applicable contractual arrangement.
- "Customer(s)" shall mean Licensee's end users to whom Licensee, directly or
- indirectly, distributes copies of the Redistributables.
- "Data Protection Legislation" shall mean the General Data Protection Regulation
- (EU 2016/679) (GDPR) and any national implementing laws, regulations and
- secondary legislation, as may be amended or updated from time to time, as well
- as any other data protection laws or regulations applicable in relevant
- territory.
- "Deployment Platforms" shall mean operating systems and/or hardware specified
- in the License Certificate, on which the Redistributables can be distributed
- pursuant to the terms and conditions of this Agreement.
- "Designated User(s)" shall mean the employee(s) of Licensee or Licensee's
- Affiliates acting within the scope of their employment or Licensee's Contractors
- acting within the scope of their services for Licensee and on behalf of
- Licensee. Designated Users shall be named in the License Certificate.
- "Development License" shall mean the license needed by the Licensee for each
- Designated User to use the Licensed Software under the license grant described
- in Section 3.1 of this Agreement. Development Licenses are available per
- respective Licensed Software products, each product having its designated scope
- and purpose of use. Distribution Licenses are always connected to Qt for Device
- Creation product and Qt for MCUs product only.
- "Development Platforms" shall mean those operating systems specified in the
- License Certificate, in which the Licensed Software can be used under the
- Development License, but not distributed in any form or used for any other purpose.
- "Devices" shall mean hardware devices or products that 1) are manufactured
- and/or distributed by the Licensee or its Affiliates or Contractors, and (2)(i)
- incorporate or integrate the Redistributables or parts thereof; or (ii) where
- the main user interface or substantial functionality of such unit , when used by
- a Customer, is provided by Application(s) or otherwise depends on the Licensed
- Software, regardless of whether the Redistributables are distributed together
- with the hardware or not. Devices covered with this Agreement shall be specified
- in Appendix 2 or in a quote.
- "Distribution License(s)" shall mean the license required for any kind of sale,
- trade, exchange, loan, lease, rental or other distribution by or on behalf of
- Licensee to a third party of Redistributables in connection with Devices
- ursuant to license grant described in Section 3.3 of this Agreement.
- "Distribution License Packs" shall mean set of prepaid Distribution Licenses for
- distribution of Redistributables, as defined in The Qt Company's standard price
- list, quote, Purchase Order confirmation or in an appendix hereto, as the case
- may be.
- "Intellectual Property Rights" shall mean patents (including utility models),
- design patents, and designs (whether or not capable of registration), chip
- topography rights and other like protection, copyrights, trademarks, service
- marks, trade names, logos or other words or symbols and any other form of
- statutory protection of any kind and applications for any of the foregoing as
- well as any trade secrets.
- "License Certificate" shall mean a certificate generated by The Qt Company for
- each Designated User respectively upon them downloading the Licensed Software,
- which will be available under respective Designated User's Qt Account at
- account.qt.io. License Certificates will specify the Designated User, the
- Development Platforms, Deployment Platforms and the License Term. Such terms are
- considered part of the licenses granted hereunder and shall be updated from time
- to time to reflect any agreed changes to the foregoing terms relating to
- Designated User's rights to the Licensed Software.
- "License Fee" shall mean the fee charged to the Licensee for rights granted
- under the terms of this Agreement.
- "License Term" shall mean the agreed validity period of the Development License
- of the respective Designated User, during which time the Designated User is
- entitled to use the Licensed Software, as set forth in the respective License
- Certificate.
- "Licensed Software" shall mean either
- (i) Qt for Application Development or
- (ii) Qt for Device Creation, and/or
- (iii) Qt 3D Studio, and/or
- (iv) Qt Design Studio, and/or
- (v) Qt for MCUs, and/or
- (vi) selected Add-on Products, if any,
- depending on which product(s) the Licensee has purchased under this Agreement,
- as well as corresponding online or electronic documentation, associated media
- and printed materials, including the source code (where applicable), example
- programs and the documentation, licensed to the Licensee under this Agreement.
- Licensed Software does not include Third Party Software (as defined in
- Section 4) or Open Source Qt. The Qt Company may, in the course of its
- development activities, at its free and absolute discretion and without any
- obligation to send or publish any notifications to the Licensee or in general,
- make changes, additions or deletions in the components and functionalities of
- the Licensed Software, provided that no such changes, additions or deletions
- will affect the already released version of the Licensed Software, but only
- upcoming version(s).
- "Licensee" shall mean the individual or legal entity that is party to this
- Agreement, as identified on the signature page hereof.
- "Licensee's Records" shall mean books and records that are likely to contain
- information bearing on Licensee's compliance with this Agreement, Licensee's use
- of Open Source Qt and/or the payments due to The Qt Company under this
- Agreement, including, but not limited to user information, assembly logs, sales
- records and distribution records.
- "Modified Software" shall have the meaning as set forth in Section 2.3.
- "Online Services" shall mean any services or access to systems made available by
- The Qt Company to the Licensee over the Internet relating to the Licensed
- Software or for the purpose of use by the Licensee of the Licensed Software or
- Support. Use of any such Online Services is discretionary for the Licensee and
- some of them may be subject to additional fees.
- "Open Source Qt" shall mean the non-commercial Qt computer software products,
- licensed under the terms of the GNU Lesser General Public License, version 2.1
- or later ("LGPL") or the GNU General Public License, version 2.0 or later
- ("GPL"). For clarity, Open Source Qt shall not be provided nor governed under
- this Agreement.
- "Party" or "Parties" shall mean Licensee and/or The Qt Company.
- "Permitted Software" shall mean any (i) open source software (excluding Open
- Source Qt) that is a) generally available for public in source code form
- without additional cost under any of the licenses approved by Open Source
- Initiative as listed on https://opensource.org/licenses; and (b) is in no
- way, directly or indirectly, developed by or for or otherwise related to or
- in the interest of the Licensee or its Affiliates, or (ii) software The Qt
- Company has made available via its Qt Marketplace online distribution
- channel.
- "Pre-Release Code" shall have the meaning as set forth in Section 4.
- "Prohibited Combination" shall mean any means to (i) use, combine, incorporate,
- link or integrate Licensed Software with any software created with or
- incorporating Open Source Qt, (ii) use Licensed Software for creation of any
- software created with or incorporating Open Source Qt, or (iii) incorporate or
- integrate Applications into a hardware device or product other than a Device.
- "Qt 3D Studio" shall mean The Qt Company's productized offering, which consist
- of all versions of modules and tools as set forth in Appendix 1.
- "Qt Design Studio" shall mean The Qt Company's productized offering, which
- consist of all versions of modules and tools as set forth in Appendix 1.
- "Qt for Application Development" shall mean The Qt Company's productized
- offering, which consist of all versions of modules and tools as set forth in
- Appendix 1.
- "Qt for Device Creation" shall mean The Qt Company's productized offering,
- which consist of all versions of modules and tools as set forth in Appendix 1.
- "Qt for MCUs" shall mean The Qt Company's productized offering, which consist
- of all versions of modules and tools as set forth in Appendix 1.
- "Redistributables" shall mean the portions of the Licensed Software set forth
- in Appendix 1 that may be distributed pursuant to the terms of this Agreement
- in object code form only, including any relevant documentation. Where
- relevant, any reference to Licensed Software in this Agreement shall include
- and refer also to Redistributables.
- "Renewal Term" shall mean an extension of previous License Term as agreed
- between the Parties.
- "Submitted Modified Software" shall have the meaning as set forth in Section
- 2.3.
- "Support" shall mean standard developer support that is provided by The Qt
- Company to assist Designated Users in using the Licensed Software in accordance
- with The Qt Company's standard support terms available at
- https://www.qt.io/terms-conditions/ and as further defined in Section 8
- hereunder.
- "Taxes" shall have the meaning set forth in Section 10.5.
- "Term" shall have the meaning set forth in Section 12.
- "The Qt Company" shall mean:
- (i) in the event Licensee is an individual residing in the United States
- or a legal entity incorporated in the United States or having its
- headquarters in the United States, The Qt Company Inc., a
- Delaware corporation with its office at 2350 Mission College Blvd.,
- Suite 1020, Santa Clara, CA 95054, USA.; or
- (ii) in the event the Licensee is an individual residing outside of the
- United States or a legal entity incorporated outside of the United
- States or having its registered office outside of the United States,
- The Qt Company Ltd., a Finnish company with its registered office
- at Bertel Jungin aukio D3A, 02600 Espoo, Finland.
- "Third-Party Software" shall have the meaning set forth in Section 4.
- "Updates" shall mean a release or version of the Licensed Software containing
- bug fixes, error corrections and other changes that are generally made available
- to users of the Licensed Software that have contracted for Support. Updates are
- generally depicted as a change to the digits following the decimal in the
- Licensed Software version number. The Qt Company shall make Updates available to
- the Licensee under the Support. Updates shall be considered as part of the
- Licensed Software hereunder.
- "Upgrades" shall mean a release or version of the Licensed Software containing
- enhancements and new features and are generally depicted as a change to the
- first digit of the Licensed Software version number. In the event Upgrades are
- provided to the Licensee under this Agreement, they shall be considered as part
- of the Licensed Software hereunder.
- 2. OWNERSHIP
- 2.1. Ownership of The Qt Company
- The Licensed Software is protected by copyright laws and international copyright
- treaties, as well as other intellectual property laws and treaties. The Licensed
- Software is licensed, not sold.
- All of The Qt Company's Intellectual Property Rights are and shall remain the
- exclusive property of The Qt Company or its licensors respectively.
- 2.2. Ownership of Licensee
- All the Licensee's Intellectual Property Rights are and shall remain the
- exclusive property of the Licensee or its licensors respectively.
- All Intellectual Property Rights to the Modified Software, Applications and Devices
- shall remain with the Licensee and no rights thereto shall be granted by the
- Licensee to The Qt Company under this Agreement (except as set forth in Section
- 2.3 below).
- 2.3. Modified Software
- Licensee may create bug-fixes, error corrections, patches or modifications to
- the Licensed Software ("Modified Software"). Such Modified Software may break
- the source or binary compatibility with the Licensed Software (including without
- limitation through changing the application programming interfaces ("API") or by
- adding, changing or deleting any variable, method, or class signature in the
- Licensed Software and/or any inter-process protocols, services or standards in
- the Licensed Software libraries). To the extent that Licensee's Modified
- Software so breaks source or binary compatibility with the Licensed Software,
- Licensee acknowledges that The Qt Company's ability to provide Support may be
- prevented or limited and Licensee's ability to make use of Updates may be restricted.
- Licensee may, at its sole and absolute discretion, choose to submit Modified
- Software to The Qt Company ("Submitted Modified Software") in connection with
- Licensee's Support request, service request or otherwise. In the event Licensee
- does so, then, Licensee hereby grants The Qt Company a sublicensable,
- assignable, irrevocable, perpetual, worldwide, non-exclusive, royalty-free and
- fully paid-up license, under all of Licensee's Intellectual Property Rights, to
- reproduce, adapt, translate, modify, and prepare derivative works of, publicly
- display, publicly perform, sublicense, make available and distribute such
- Submitted Modified Software as The Qt Company sees fit at its free and absolute
- discretion.
- 3. LICENSES GRANTED
- 3.1. Development with Licensed Software
- Subject to the terms of this Agreement, The Qt Company grants to Licensee a
- worldwide, non-exclusive, non-transferable license, valid for the License Term,
- to use, modify and copy the Licensed Software by Designated Users on the
- Development Platforms for the sole purposes of designing, developing,
- demonstrating and testing Application(s) and/or Devices, and to provide thereto
- related support and other related services to end-user Customers. Each
- Application and/or Device can only include, incorporate or integrate code
- generated under this Agreement by such Designated Users who are duly licensed
- for the applicable Development Platform(s) and Deployment Platform(s) (i.e have
- a valid license for the appropriate Licensed Software product).
- Licensee may install copies of the Licensed Software on five (5) computers per
- Designated User, provided that only the Designated Users who have a valid
- Development License may use the Licensed Software.
- Licensee may at any time designate another Designated User to replace a
- then-current Designated User by notifying The Qt Company in writing, provided
- that any Designated User may be replaced only once during any six-month period.
- Upon expiry of the initially agreed License Term, the respective License Terms
- shall be automatically extended to one or more Renewal Term(s), unless and
- until either Party notifies the other Party in writing that it does not wish
- to continue the License Term, such notification to be provided to the other
- Party no less than thirty (30) days before expiry of the respective License
- Term.
- Unless otherwise agreed between the Parties, Renewal Term shall be of equal
- length with the initial License Term.
- Any such Renewal Term shall be subject to License Fees agreed between the
- Parties or, if no advance agreement exists, subject to The Qt Company's standard
- pricing applicable at the commencement date of any such Renewal Term.
- Any price or other term specified for a Renewal Term shall be valid only for the
- specified time.
- The Qt Company may request the Licensee to place a purchase order corresponding
- to a quote by The Qt Company for the relevant Renewal Term.
- In the event Licensee does not prevent auto-renewal pursuant the above, but a
- Renewal Term is nevertheless not duly ordered within 30 days from the date of
- the respective notification from The Qt Company and/or the respective License
- Fee paid by due date specified in The Qt Company's respective invoice, The Qt
- Company shall apply a reinstatement fee equal to ten percent (10 %) of the
- total value of the License Fees of the Development Licenses for the expired
- term to be added to the License Fee of the respective Renewal Term.
- In the event Licensee chooses not to renew a Development License for a Renewal
- Term by notifying The Qt Company thereof no less than thirty (30) days before
- expiry of the respective License Term, Licensee may still reinstate such
- expired Development Licenses for a Renewal Term subject to applicable renewal
- Term License Fees until thirty (30) days from the expiry of the initially
- agreed License Term or preceding Renewal Term. After such thirty (30) day
- period a Development License shall be subject to applicable License Fees for
- a new Development License and not any Renewal Term License Fees.
- 3.2. Distribution of Applications
- Subject to the terms of this Agreement, The Qt Company grants to Licensee
- a worldwide, non-exclusive, non-transferable, revocable (for cause pursuant to
- this Agreement) right and license, valid for the Term, to
- (i) distribute, by itself or through its Contractors, Redistributables as
- installed, incorporated or integrated into Applications for execution
- on the Deployment Platforms, and
- (ii) grant sublicenses to Redistributables, as distributed hereunder, for
- Customers solely for Customer's internal use and to the extent
- necessary in order for the Customers to use the Applications for their
- respective intended purposes.
- Right to distribute the Redistributables as part of an Application as provided
- herein is not royalty-bearing but is conditional upon the Licensee not having
- any unpaid License Fees for Development Licenses owed to The Qt Company at the
- time of distribution of any Redistributables to Customers.
- 3.3. Distribution of Devices
- Subject to the terms of this Agreement, The Qt Company grants to Licensee a
- worldwide, non-exclusive, non-transferable, revocable (for cause pursuant to
- this Agreement) right and license, valid for the Term, to
- (i) distribute, by itself or through one or more tiers of Contractors,
- Redistributables as installed, incorporated or integrated, or intended
- to be installed, incorporated or integrated into Devices for execution
- on the Deployment Platforms, and
- (ii) grant sublicenses to Redistributables, as distributed hereunder, for
- Customers solely for Customer's internal use and to the extent
- necessary in order for the Customers to use the Devices for their
- respective intended purposes.
- Right to distribute the Redistributables with Devices as provided herein is
- conditional upon the Licensee (i) not having any unpaid License Fees for
- Development Licenses owed to The Qt Company, and (ii) having purchased and paid
- corresponding Distribution Licenses at the time of distribution of any
- Redistributables to Customers.
- 3.4. Further Requirements
- The licenses granted above in this Section 3 by The Qt Company to Licensee are
- conditional and subject to Licensee's compliance with the following terms:
- (i) Licensee shall not remove or alter any copyright, trademark or other
- proprietary rights notice(s) contained in any portion of the Licensed
- Software;
- (ii) Applications must add primary and substantial functionality to the
- Licensed Software so as not to compete with the Licensed Software;
- (iii) Applications may not pass on functionality which in any way makes it
- possible for others to create software with the Licensed Software;
- provided however that Licensee may use the Licensed Software's
- scripting and QML ("Qt Quick") functionality solely in order to
- enable scripting, themes and styles that augment the functionality
- and appearance of the Application(s) without adding primary and
- substantial functionality to the Application(s);
- (iv) Licensee shall not use Licensed Software in any manner or for any
- purpose that infringes, misappropriates or otherwise violates any
- Intellectual property or right of any third party, or that violates
- any applicable law;
- (v) Licensee shall not use The Qt Company's or any of its suppliers'
- names, logos, or trademarks to market Applications, except that
- Licensee may use "Built with Qt" logo to indicate that
- Application(s) was developed using the Licensed Software;
- (vi) Licensee shall not distribute, sublicense or disclose source code
- of Licensed Software to any third party (provided however that
- Licensee may appoint employee(s) of Contractors as Designated
- Users to use Licensed Software pursuant to this Agreement). Such
- right may be available for the Licensee subject to a separate
- software development kit ("SDK") license agreement to be concluded
- with The Qt Company;
- (vii) Licensee shall not grant the Customers a right to (i) make copies of
- the Redistributables except when and to the extent required to use the
- Applications and/or Devices for their intended purpose, (ii) modify
- the Redistributables or create derivative works thereof, (iii)
- decompile, disassemble or otherwise reverse engineer Redistributables,
- or (iv) redistribute any copy or portion of the Redistributables to
- any third party, except as part of the onward sale of the Device on
- which the Redistributables are installed;
- (viii) Licensee shall not and shall cause that its Affiliates or
- Contractors shall not use Licensed Software in any Prohibited
- Combination, unless Licensee has received an advance written
- permission from The Qt Company to do so. Absent such written
- permission, any and all distribution by the Licensee during the Term
- of a hardware device or product a) which incorporate or integrate any
- part of Licensed Software or Open Source Qt; or b) where the main
- user interface or substantial functionality is provided by software
- built with Licensed Software or Open Source Qt or otherwise depends
- on the Licensed Software or Open Source Qt, shall be considered to be
- Device distribution under this Agreement and shall be dependent on
- Licensee's compliance thereof (including but not limited to
- obligation to pay applicable License Fees for such distribution).
- Notwithstanding what is provided above in this sub-section (viii),
- Licensee is entitled to use and combine Licensed Software with any
- Permitted Software;
- (ix) Licensee shall cause all of its Affiliates and Contractors entitled
- to make use of the licenses granted under this Agreement, to be
- contractually bound to comply with the relevant terms of this
- Agreement and not to use the Licensed Software beyond the terms
- hereof and for any purposes other than operating within the scope
- of their services for Licensee. Licensee shall be responsible for
- any and all actions and omissions of its Affiliates and Contractors
- relating to the Licensed Software and use thereof (including but not
- limited to payment of all applicable License Fees);
- (x) Except when and to the extent explicitly provided in this Section 3,
- Licensee shall not transfer, publish, disclose, display or otherwise
- make available the Licensed Software; and
- (xi) Licensee shall not attempt or enlist a third party to conduct or
- attempt to conduct any of the above.
- Above terms shall not be applicable if and to the extent they conflict with any
- mandatory provisions of any applicable laws.
- Any use of Licensed Software beyond the provisions of this Agreement is
- strictly prohibited and requires an additional license from The Qt Company.
- 4. THIRD-PARTY SOFTWARE
- The Licensed Software may provide links to third party libraries or code
- (collectively "Third-Party Software") to implement various functions.
- Third-Party Software does not comprise part of the Licensed Software. In some
- cases, access to Third-Party Software may be included with the Licensed
- Software. Such Third-Party Software will be listed in the ".../src/3rdparty"
- source tree delivered with the Licensed Software or documented in the Licensed
- Software, as such may be amended from time to time. Licensee acknowledges that
- use or distribution of Third-Party Software is in all respects subject to
- applicable license terms of applicable third-party right holders.
- 5. PRE-RELEASE CODE
- The Licensed Software may contain pre-release code and functionality, or sample
- code marked or otherwise stated with appropriate designation such as "Technology
- Preview", "Alpha", "Beta", "Sample" etc. ("Pre-Release Code").
- Such Pre-Release Code may be present complimentary for the Licensee, in order to
- provide experimental support or information for new platforms or preliminary
- versions of one or more new functionalities or for other similar reasons. The
- Pre-Release Code may not be at the level of performance and compatibility of a
- final, generally available, product offering. The Pre-Release Code may not
- operate correctly, may contain errors and may be substantially modified by The
- Qt Company prior to the first commercial product release, if any. The Qt
- Company is under no obligation to make Pre-Release Code commercially available,
- or provide any Support or Updates relating thereto. The Qt Company assumes no
- liability whatsoever regarding any Pre-Release Code, but any use thereof is
- exclusively at Licensee's own risk and expense.
- For clarity, unless Licensed Software specifies different license terms for
- the respective Pre-Release Code, the Licensee is entitled to use such
- pre-release code pursuant to Section 3, just like other Licensed Software,
- provided however that in the event Add-on Products are included and available
- as such Pre-Release Code, Licensee's right to use such Add-on Products is
- nevertheless subject to and conditional upon conclusion of separate agreement
- with The Qt Company.
- 6. LIMITED WARRANTY AND WARRANTY DISCLAIMER
- The Qt Company hereby represents and warrants that it has the power and
- authority to grant the rights and licenses granted to Licensee under this
- Agreement.
- Except as set forth above, the Licensed Software is licensed to Licensee
- "as is" and Licensee's exclusive remedy and The Qt Company's entire liability
- for errors in the Licensed Software shall be limited, at The Qt Company's
- option, to correction of the error, replacement of the Licensed Software or
- return of the applicable fees paid for the defective Licensed Software for
- the time period during which the License is not able to utilize the Licensed
- Software under the terms of this Agreement.
- TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE QT COMPANY ON BEHALF OF
- ITSELF AND ITS LICENSORS, SUPPLIERS AND AFFILIATES, DISCLAIMS ALL OTHER
- WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED
- WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND
- NON-INFRINGEMENT WITH REGARD TO THE LICENSED SOFTWARE. THE QT COMPANY DOES
- NOT WARRANT THAT THE LICENSED SOFTWARE WILL SATISFY LICENSEE'S REQUIREMENTS OR
- THAT IT WILL OPERATE WITHOUT DEFECT OR ERROR OR THAT THE OPERATION THEREOF
- WILL BE UNINTERRUPTED.
- 7. INDEMNIFICATION AND LIMITATION OF LIABILITY
- 7.1. Limitation of Liability
- EXCEPT FOR (I) CASES OF GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, AND (II)
- BREACH OF CONFIDENTIALITY, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO
- EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOSS OF PROFIT,
- LOSS OF DATA, LOSS OF BUSINESS OR GOODWILL OR ANY OTHER INDIRECT, SPECIAL,
- CONSEQUENTIAL, INCIDENTAL OR PUNITIVE COST, DAMAGES OR EXPENSE OF ANY KIND,
- HOWSOEVER ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT.
- EXCEPT FOR (I) CASES OF GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, AND (II)
- BREACH OF CONFIDENTIALITY, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO
- EVENT SHALL EITHER PARTY'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED
- THE AGGREGATE LICENSE FEES PAID OR PAYABLE TO THE QT COMPANY FROM LICENSEE
- DURING THE PERIOD OF TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT
- RESULTING IN SUCH LIABILITY.
- THE PROVISIONS OF THIS SECTION 7 ALLOCATE THE RISKS UNDER THIS AGREEMENT
- BETWEEN THE QT COMPANY AND LICENSEE AND THE PARTIES HAVE RELIED UPON THE
- LIMITATIONS SET FORTH HEREIN IN DETERMINING WHETHER TO ENTER INTO THIS
- AGREEMENT.
- NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, LICENSEE SHALL
- ALWAYS BE LIABLE TO PAY THE APPLICABLE LICENSE FEES CORRESPONDING TO ITS ACTUAL
- USE OF LICENSED SOFTWARE.
- 8. SUPPORT, UPDATES AND ONLINE SERVICES
- Upon due payment of the agreed License Fees the Licensee will be eligible to
- receive Support and Updates and to use the Online Services during the License
- Term, provided, however, that in the event the License Term is longer than 36
- months, the initial payment includes Support for only the first 12 months,
- unless the Parties specifically otherwise agree.
- Unless otherwise decided by The Company at its free and absolute discretion,
- Upgrades will not be included in the Support but may be available subject to
- additional fees.
- From time to time The Qt Company may change the Support terms, provided that
- during the respective ongoing License Term the level of Support provided by The
- Qt Company may not be reduced without the consent of the Licensee.
- Unless otherwise agreed, The Qt Company shall not be responsible for providing
- any service or support to Customers.
- 9. CONFIDENTIALITY
- Each Party acknowledges that during the Term of this Agreement each Party may
- receive information about the other Party's business, business methods,
- business plans, customers, business relations, technology, and other
- information, including the terms of this Agreement, that is confidential and
- of great value to the other Party, and the value of which would be
- significantly reduced if disclosed to third parties ("Confidential
- Information"). Accordingly, when a Party (the "Receiving Party") receives
- Confidential Information from the other Party (the "Disclosing Party"), the
- Receiving Party shall only disclose such information to employees and
- Contractors on a need to know basis, and shall cause its employees and
- employees of its Affiliates to: (i) maintain any and all Confidential
- Information in confidence; (ii) not disclose the Confidential Information to
- a third party without the Disclosing Party's prior written approval; and (iii)
- not, directly or indirectly, use the Confidential Information for any purpose
- other than for exercising its rights and fulfilling its responsibilities
- pursuant to this Agreement. Each Party shall take reasonable measures to
- protect the Confidential Information of the other Party, which measures shall
- not be less than the measures taken by such Party to protect its own
- confidential and proprietary information.
- Obligation of confidentiality shall not apply to information that (i) is or
- becomes generally known to the public through no act or omission of the
- Receiving Party; (ii) was in the Receiving Party's lawful possession prior
- to the disclosure hereunder and was not subject to limitations on disclosure
- or use; (iii) is developed independently by employees or Contractors of the
- Receiving Party or other persons working for the Receiving Party who have not
- had access to the Confidential Information of the Disclosing Party, as proven
- by the written records of the Receiving Party; (iv) is lawfully disclosed to
- the Receiving Party without restrictions, by a third party not under an
- obligation of confidentiality; or (v) the Receiving Party is legally compelled
- to disclose, in which case the Receiving Party shall notify the Disclosing
- Party of such compelled disclosure and assert the privileged and confidential
- nature of the information and cooperate fully with the Disclosing Party to
- limit the scope of disclosure and the dissemination of disclosed Confidential
- Information to the minimum extent necessary.
- The obligations under this Section 9 shall continue to remain in force for a
- period of five (5) years after the last disclosure, and, with respect to trade
- secrets, for so long as such trade secrets are protected under applicable
- trade secret laws.
- 10. FEES, DELIVERY AND PAYMENT
- 10.1. License Fees
- License Fees are described in The Qt Company's standard price list, quote or
- Purchase Order confirmation or in an appendix hereto, as the case may be.
- The License Fees shall not be refunded or claimed as a credit in any event or
- for any reason whatsoever.
- 10.2. Ordering Licenses
- Licensee may purchase Development Licenses and Distribution Licenses pursuant
- to agreed pricing terms or, if no specific pricing terms have been agreed
- upon, at The Qt Company's standard pricing terms applicable at the time of
- purchase. Unless specifically otherwise provided, any pricing terms
- referenced in this Agreement shall be valid for twelve (12) months from the
- date of this Agreement.
- Licensee shall submit all purchase orders for Development Licenses and
- Distribution Licenses to The Qt Company by email or any other method
- acceptable to The Qt Company (each such order is referred to herein as a
- "Purchase Order") for confirmation, whereupon the Purchase Order shall
- become binding between the Parties.
- 10.3. Distribution License Packs
- Unless otherwise agreed, Distribution Licenses shall be purchased by way of
- Distribution License Packs.
- Upon due payment of the ordered Distribution License Pack(s), the Licensee
- will have an account of Distribution Licenses available for distributing
- the Redistributables in accordance with this Agreement.
- Each time Licensee distributes a copy of Redistributables, then one
- Distribution License is used, and Licensee's account of available
- Distribution Licenses is decreased accordingly.
- Licensee may distribute copies of the Redistributables so long as Licensee
- has Distribution Licenses remaining on its account.
- 10.4. Payment Terms
- License Fees and any other charges under this Agreement shall be paid by
- Licensee no later than thirty (30) days from the date of the applicable
- invoice from The Qt Company.
- The Qt Company will submit an invoice to Licensee after the date of this
- Agreement and/or after The Qt Company receives a Purchase Order from Licensee.
- A late payment charge of the lower of (a) one percent per month; or (b) the
- interest rate stipulated by applicable law, shall be charged on any unpaid
- balances that remain past due.
- 10.5. Taxes
- All License Fees and other charges payable hereunder are gross amounts but
- exclusive of any value added tax, use tax, sales tax, withholding tax and
- other taxes, duties or tariffs ("Taxes") levied directly for the sale,
- delivery or use of Licensed Software hereunder pursuant to any applicable
- law. Such applicable Taxes shall be paid by Licensee to The Qt Company, or,
- where applicable, in lieu of payment of such Taxes to The Qt Company,
- Licensee shall provide an exemption certificate to The Qt Company and any
- applicable authority.
- 11. RECORD-KEEPING AND REPORTING OBLIGATIONS; AUDIT RIGHTS
- 11.1. Licensee's Record-keeping
- Licensee shall at all times during the Term of this Agreement and for a
- period of seven (7) years thereafter maintain Licensee's Records in an
- accurate and up-to-date form. Licensee's Records shall be adequate to
- reasonably enable The Qt Company to determine Licensee's compliance with
- the provisions of this Agreement. The records shall conform to general
- good accounting practices.
- Licensee shall, within thirty (30) days from receiving The Qt Company's
- request to that effect, deliver to The Qt Company a report based on
- Licensee's Records, such report to contain information, in sufficient
- detail, on (i) number and identity of users working with Licensed Software
- or Open Source Qt, (ii) copies of Redistributables distributed by Licensee
- during the most recent calendar quarter and/or any other term specified by
- The Qt Company, (iii) number of undistributed copies of Redistributables
- and corresponding number of unused Distribution Licenses remaining on
- Licensee's account, and (iv) any other information as The Qt Company may
- reasonably require from time to time.
- 11.2. The Qt Company's Audit Rights
- The Qt Company or an independent auditor acting on behalf of The Qt
- Company's, may, upon at least five (5) business days' prior written
- notice and at its expense, audit Licensee with respect to the Licensee's
- use of the Licensed Software, but not more frequently than once during
- each 6-month period. Such audit may be conducted by mail, electronic means
- or through an in-person visit to Licensee's place of business. Any such
- in-person audit shall be conducted during regular business hours at
- Licensee's facilities and shall not unreasonably interfere with Licensee's
- usiness activities. The Qt Company or the independent auditor acting on
- behalf of The Qt Company shall be entitled to inspect Licensee's Records
- and conduct necessary interviews of Licensee's relevant employees and
- Contractors. All such Licensee's Records and use thereof shall be subject
- to an obligation of confidentiality under this Agreement.
- If an audit reveals that Licensee is using the Licensed Software beyond
- scope of the licenses Licensee has paid for, Licensee agrees to pay The Qt
- Company any amounts owed for such unauthorized use within 30 days from
- receipt of the corresponding invoice from The Qt Company.
- In addition, in the event the audit reveals a material violation of the
- terms of this Agreement (without limitation, either (i) underpayment of
- more than 10 % of License Fees or 10,000 euros (whichever is more) or
- (ii) distribution of products, which include or result from Prohibited
- Combination, shall be deemed a material violation for purposes of this
- section), then the Licensee shall pay The Qt Company's reasonable cost of
- conducting such audit.
- 12. TERM AND TERMINATION
- 12.1. Agreement Term
- This Agreement shall enter into force upon due acceptance by both
- Parties and remain in force for as long as there is any Development
- License(s) purchased under this Agreement in force ("Term"), unless and
- until terminated pursuant to the terms of this Section 12.
- 12.2. Termination and suspension of rights
- Either Party shall have the right to terminate this Agreement upon thirty
- (30) days prior written notice if the other Party commits a material
- breach of any obligation of this Agreement and fails to remedy such breach
- within such notice period.
- Instead of termination, The Qt Company shall have the right to suspend or
- withhold grants of all rights to the Licensed Software hereunder,
- including but not limited to the Development Licenses, Distribution
- License, and Support, should Licensee fail to make payment in timely
- fashion or otherwise violates or is reasonably suspected to violate its
- obligations or terms of this Agreement, and where such violation or breach
- is not cured within five (5) business days following The Qt Company's
- written notice thereof.
- 12.3. Mutual Right to Terminate
- Either Party shall have the right to terminate this Agreement immediately
- upon written notice in the event that the other Party becomes insolvent,
- files for any form of bankruptcy, makes any assignment for the benefit of
- creditors, has a receiver, administrative receiver or officer appointed
- over the whole or a substantial part of its assets, ceases to conduct
- business, or an act equivalent to any of the above occurs under the laws
- of the jurisdiction of the other Party.
- 12.4. Parties' Rights and Duties upon Termination
- Upon expiry or termination of the Agreement, Licensee shall cease and
- shall cause all Designated Users (including those of its Affiliates' and
- Contractors') to cease using the Licensed Software and distribution of the
- Redistributables under this Agreement.
- Notwithstanding the above, in the event the Agreement expires or is terminated:
- (i) as a result of The Qt Company choosing not to renew the Development
- License(s) as set forth in Section 3.1, then all valid licenses
- possessed by the Licensee at such date shall be extended to be valid
- in perpetuity under the terms of this Agreement and Licensee is
- entitled to purchase additional licenses as set forth in
- Section 10.2; or
- (ii) for reason other than by The Qt Company pursuant to item (i) above
- or pursuant to Section 12.2, then the Licensee is entitled, for a
- period of six (6) months after the effective date of termination,
- to continue distribution of Devices under the Distribution Licenses
- paid but unused at such effective date of termination.
- Upon any such termination the Licensee shall destroy or return to The Qt
- Company all copies of the Licensed Software and all related materials and will
- certify the same to The Qt Company upon its request, provided however that
- Licensee may retain and exploit such copies of the Licensed Software as it may
- reasonably require in providing continued support to Customers.
- Expiry or termination of this Agreement for any reason whatsoever shall not
- relieve Licensee of its obligation to pay any License Fees accrued or payable
- to The Qt Company prior to the effective date of termination, and Licensee
- shall immediately pay to The Qt Company all such fees upon the effective date
- of termination. Termination of this Agreement shall not affect any rights of
- Customers to continue use of Applications and Devices (and therein
- incorporated Redistributables).
- 12.5. Extension in case of bankruptcy
- In the event The Qt Company is declared bankrupt under a final,
- non-cancellable decision by relevant court of law, and this Agreement is not,
- at the date of expiry of the Development License(s) pursuant to Section 3.1,
- assigned to party, who has assumed The Qt Company's position as a legitimate
- licensor of Licensed Software under this Agreement, then all valid licenses
- possessed by the Licensee at such date of expiry, and which the Licensee has
- not notified for expiry, shall be extended to be valid in perpetuity under the
- terms of this Agreement.
- 13. GOVERNING LAW AND LEGAL VENUE
- In the event this Agreement is in the name of The Qt Company Inc., a Delaware
- Corporation, then:
- (i) this Agreement shall be construed and interpreted in accordance with
- the laws of the State of California, USA, excluding its choice of
- law provisions;
- (ii) the United Nations Convention on Contracts for the International
- Sale of Goods will not apply to this Agreement; and
- (iii) any dispute, claim or controversy arising out of or relating to this
- Agreement or the breach, termination, enforcement, interpretation or
- validity thereof, including the determination of the scope or
- applicability of this Agreement to arbitrate, shall be determined by
- arbitration in San Francisco, USA, before one arbitrator. The
- arbitration shall be administered by JAMS pursuant to JAMS'
- Streamlined Arbitration Rules and Procedures. Judgment on the Award
- may be entered in any court having jurisdiction. This Section shall
- not preclude parties from seeking provisional remedies in aid of
- arbitration from a court of appropriate jurisdiction.
- In the event this Agreement is in the name of The Qt Company Ltd., a Finnish
- Company, then:
- (i) this Agreement shall be construed and interpreted in accordance with
- the laws of Finland, excluding its choice of law provisions;
- (ii) the United Nations Convention on Contracts for the International
- Sale of Goods will not apply to this Agreement; and
- (iii) any disputes, controversy or claim arising out of or relating to
- this Agreement, or the breach, termination or validity thereof shall
- be finally settled by arbitration in accordance with the Arbitration
- Rules of Finland Chamber of Commerce. The arbitration tribunal shall
- consist of one (1), or if either Party so requires, of three (3),
- arbitrators. The award shall be final and binding and enforceable in
- any court of competent jurisdiction. The arbitration shall be held
- in Helsinki, Finland and the process shall be conducted in the
- English language. This Section shall not preclude parties from
- seeking provisional remedies in aid of arbitration from a court of
- appropriate jurisdiction.
- 14. GENERAL PROVISIONS
- 14.1. No Assignment
- Except in the case of a merger or sale of substantially all of its corporate
- assets, Licensee shall not be entitled to assign or transfer all or any of
- its rights, benefits and obligations under this Agreement without the prior
- written consent of The Qt Company, which shall not be unreasonably withheld
- or delayed. The Qt Company shall be entitled to freely assign or transfer any
- of its rights, benefits or obligations under this Agreement.
- 14.2. No Third-Party Representations
- Licensee shall make no representations or warranties concerning the Licensed
- Software on behalf of The Qt Company. Any representation or warranty Licensee
- makes or purports to make on The Qt Company's behalf shall be void as to The
- Qt Company.
- 14.3. Surviving Sections
- Any terms and conditions that by their nature or otherwise reasonably should
- survive termination of this Agreement shall so be deemed to survive. Such
- sections include especially the following: 1, 2, 6, 7, 9, 11, 12.4, 13 and 14.
- 14.4. Entire Agreement
- This Agreement, the exhibits hereto, the License Certificate and any
- applicable Purchase Order accepted by The Qt Company constitute the complete
- agreement between the Parties and supersedes all prior or contemporaneous
- discussions, representations, and proposals, written or oral, with respect
- to the subject matters discussed herein.
- In the event of any conflict or inconsistency between this Agreement and any
- Purchase Order, the terms of this Agreement will prevail over the terms of
- the Purchase Order with respect to such conflict or inconsistency.
- Parties specifically acknowledge and agree that this Agreement prevails
- over any click-to-accept or similar agreements the Designated Users may
- need to accept online upon download of the Licensed Software, as may be
- required by The Qt Company's applicable processes relating to Licensed
- Software.
- 14.5. Modifications
- No modification of this Agreement shall be effective unless contained in a
- writing executed by an authorized representative of each Party. No term or
- condition contained in Licensee's Purchase Order ("Deviating Terms") shall
- apply unless The Qt Company has expressly agreed such Deviating Terms in
- writing. Unless and to the extent expressly agreed by The Qt Company, any
- such Deviating Terms shall be deemed void and with no legal effect. For
- clarity, delivery of the Licensed Software following the receipt of the
- Purchase Order including Deviating Terms shall not constitute acceptance of
- such Deviating Terms."
- 14.6. Force Majeure
- Except for the payment obligations hereunder, neither Party shall be liable
- to the other for any delay or non-performance of its obligations hereunder
- in the event and to the extent that such delay or non-performance is due to
- an event of act of God, terrorist attack or other similar unforeseeable
- catastrophic event that prevents either Party for fulfilling its
- obligations under this Agreement and which such Party cannot avoid or
- circumvent ("Force Majeure Event"). If the Force Majeure Event results in
- a delay or non-performance of a Party for a period of three (3) months or
- longer, then either Party shall have the right to terminate this Agreement
- with immediate effect without any liability (except for the obligations of
- payment arising prior to the event of Force Majeure) towards the other
- Party.
- 14.7. Notices
- Any notice given by one Party to the other shall be deemed properly given
- and deemed received if specifically acknowledged by the receiving Party in
- writing or when successfully delivered to the recipient by hand, fax, or
- special courier during normal business hours on a business day to the
- addresses specified for each Party on the signature page. Each
- communication and document made or delivered by one Party to the other
- Party pursuant to this Agreement shall be in the English language.
- 14.8. Export Control
- Licensee acknowledges that the Redistributables, as incorporated in
- Applications or Devices, may be subject to export control restrictions
- under the applicable laws of respective countries. Licensee shall fully
- comply with all applicable export license restrictions and requirements
- as well as with all laws and regulations relating to the Redistributables
- and exercise of licenses hereunder and shall procure all necessary
- governmental authorizations, including without limitation, all necessary
- licenses, approvals, permissions or consents, where necessary for the
- re-exportation of the Redistributables, Applications and/or Devices.
- 14.9. No Implied License
- There are no implied licenses or other implied rights granted under
- this Agreement, and all rights, save for those expressly granted hereunder,
- shall remain with The Qt Company and its licensors. In addition, no licenses
- or immunities are granted to the combination of the Licensed Software with
- any other software or hardware not delivered by The Qt Company under this
- Agreement.
- 14.10. Attorney Fees
- The prevailing Party in any action to enforce this Agreement shall be
- entitled to recover its attorney's fees and costs in connection with such
- action.
- 14.11. Privacy
- Licensee acknowledges and agrees that for the purpose of this Agreement,
- The Qt Company may collect, use, transfer and disclose personal data
- pertaining to Designated Users as well as any other employees and directors
- of the Licensee and its Contractors relevant for carrying out the intent of
- this Agreement. Such personal data may be collected from the Licensee or
- directly from the relevant individuals. The Parties acknowledge that with
- regard to such personal data processed hereunder, The Qt Company shall be
- regarded as the Data Controller under the applicable Data Protection
- Legislation. The Qt Company shall process any such personal data in
- accordance with its privacy policies and practices, which will comply with
- all applicable requirements of the Data Protection Legislation.
- 14.12. Severability
- If any provision of this Agreement shall be adjudged by any court of
- competent jurisdiction to be unenforceable or invalid, that provision shall
- be limited or eliminated to the minimum extent necessary so that this
- Agreement shall otherwise remain in full force and effect and enforceable.
- APPENDICES
- The Agreement includes Appendix 1, and possibly one or more of the
- appendices 3-5, depending on the product(s) purchased by the Licensee,
- what is stated in the quote or invoice, and/or what is stated in the
- Licensee's License Certificate.
- APPENDIX 1
- The modules and/or tools that are included in the respective product - Qt
- for Application Development (QtAD), Qt for Device Creation (QtDC), Qt for
- MCUs (QtMCU), Qt 3D Studio (Qt3DS) and Qt Design Studio (QtDS) - are
- marked with 'X' in the below table.
- Parts of the product that are permitted for distribution in object-code
- form only ("Redistributables") are marked with 'R' in the below table.
- +-----------------------------------------------------------------------+
- | Modules / Tools | QtAD | QtDC | QtMCU | Qt3DS | QtDS |
- +-----------------------------------------------------------------------+
- | Qt Core | X, R | X, R | | | |
- +-----------------------------------------------------------------------+
- | Qt GUI | X, R | X, R | | | |
- +-----------------------------------------------------------------------+
- | Qt Multimedia | X, R | X, R | | | |
- +-----------------------------------------------------------------------+
- | Qt Multimedia Widgets | X, R | X, R | | | |
- +-----------------------------------------------------------------------+
- | Qt Network | X, R | X, R | | | |
- +-----------------------------------------------------------------------+
- | Qt QML | X, R | X, R | | | |
- +-----------------------------------------------------------------------+
- | Qt Quick | X, R | X, R | | | |
- +-----------------------------------------------------------------------+
- | Qt Quick Controls 2 | X, R | X, R | | | |
- +-----------------------------------------------------------------------+
- | Qt Quick Dialogs | X, R | X, R | | | |
- +-----------------------------------------------------------------------+
- | Qt Quick Layouts | X, R | X, R | | | |
- +-----------------------------------------------------------------------+
- | Qt Quick Test | X, R | X, R | | | |
- +-----------------------------------------------------------------------+
- | Qt SQL | X, R | X, R | | | |
- +-----------------------------------------------------------------------+
- | Qt Test | X, R | X, R | | | |
- +-----------------------------------------------------------------------+
- | Qt Widgets | X, R | X, R | | | |
- +-----------------------------------------------------------------------+
- | Active Qt | X, R | X, R | | | |
- +-----------------------------------------------------------------------+
- | Qt 3D | X, R | X, R | | | |
- +-----------------------------------------------------------------------+
- | Qt Android Extras | X, R | X, R | | | |
- +-----------------------------------------------------------------------+
- | Qt Bluetooth | X, R | X, R | | | |
- +-----------------------------------------------------------------------+
- | Qt Canvas 3D | X, R | X, R | | | |
- +-----------------------------------------------------------------------+
- | Qt Concurrent | X, R | X, R | | | |
- +-----------------------------------------------------------------------+
- | Qt D-Bus | X, R | X, R | | | |
- +-----------------------------------------------------------------------+
- | Qt Gamepad | X, R | X, R | | | |
- +-----------------------------------------------------------------------+
- | Qt Graphical Effects | X, R | X, R | | | |
- +-----------------------------------------------------------------------+
- | Qt Help | X, R | X, R | | | |
- +-----------------------------------------------------------------------+
- | Qt Image Formats | X, R | X, R | | | |
- +-----------------------------------------------------------------------+
- | Qt Location | X, R | X, R | | | |
- +-----------------------------------------------------------------------+
- | Qt Mac Extras | X, R | X, R | | | |
- +-----------------------------------------------------------------------+
- | Qt Network Authorization | X, R | X, R | | | |
- +-----------------------------------------------------------------------+
- | Qt NFC | X, R | X, R | | | |
- +-----------------------------------------------------------------------+
- | Qt Platform Headers | X, R | X, R | | | |
- +-----------------------------------------------------------------------+
- | Qt Positioning | X, R | X, R | | | |
- +-----------------------------------------------------------------------+
- | Qt Print Support | X, R | X, R | | | |
- +-----------------------------------------------------------------------+
- | Qt Purchasing | X, R | X, R | | | |
- +-----------------------------------------------------------------------+
- | Qt for Python | X, R | X, R | | | |
- +-----------------------------------------------------------------------+
- | Qt Quick Controls | X, R | X, R | | | |
- +-----------------------------------------------------------------------+
- | Qt Quick Extras | X, R | X, R | | | |
- +-----------------------------------------------------------------------+
- | Qt Quick Widgets | X, R | X, R | | | |
- +-----------------------------------------------------------------------+
- | Qt SCXML | X, R | X, R | | | |
- +-----------------------------------------------------------------------+
- | Qt Sensors | X, R | X, R | | | |
- +-----------------------------------------------------------------------+
- | Qt Serial Bus | X, R | X, R | | | |
- +-----------------------------------------------------------------------+
- | Qt Serial Port | X, R | X, R | | | |
- +-----------------------------------------------------------------------+
- | Qt Speech | X, R | X, R | | | |
- +-----------------------------------------------------------------------+
- | Qt SVG | X, R | X, R | | | |
- +-----------------------------------------------------------------------+
- | Qt UI Tools | X, R | X, R | | | |
- +-----------------------------------------------------------------------+
- | Qt WebChannel | X, R | X, R | | | |
- +-----------------------------------------------------------------------+
- | Qt WebEngine | X, R | X, R | | | |
- +-----------------------------------------------------------------------+
- | Qt WebSockets | X, R | X, R | | | |
- +-----------------------------------------------------------------------+
- | Qt WebView | X, R | X, R | | | |
- +-----------------------------------------------------------------------+
- | Qt Windows Extras | X, R | X, R | | | |
- +-----------------------------------------------------------------------+
- | Qt X11 Extras | X, R | X, R | | | |
- +-----------------------------------------------------------------------+
- | Qt XML | X, R | X, R | | | |
- +-----------------------------------------------------------------------+
- | Qt XML Patterns | X, R | X, R | | | |
- +-----------------------------------------------------------------------+
- | Qt Wayland Compositor | X, R | X, R | | | |
- +-----------------------------------------------------------------------+
- | Qt Charts | X, R | X, R | | | |
- +-----------------------------------------------------------------------+
- | Qt Data visualization | X, R | X, R | | | |
- +-----------------------------------------------------------------------+
- | Qt Virtual Keyboard | X, R | X, R | | | |
- +-----------------------------------------------------------------------+
- | Boot 2 Qt stack | | X, R | | | |
- +-----------------------------------------------------------------------+
- | Qt OTA | | X, R | | | |
- +-----------------------------------------------------------------------+
- | Device Utilities | | X, R | | | |
- +-----------------------------------------------------------------------+
- | Qt Debugging Bridge (QDB) Daemon | | X, R | | | |
- +-----------------------------------------------------------------------+
- | Qt Quick Ultralite Controls | | | X, R | | |
- +-----------------------------------------------------------------------+
- | Qt Quick Ultralite | | | X, R | | |
- +-----------------------------------------------------------------------+
- | Qt Creator | X | X | X | | |
- +-----------------------------------------------------------------------+
- | Qt Designer (Qt Widget Designer) | X | X | | | |
- +-----------------------------------------------------------------------+
- | Qt Quick Designer (Qt Creator | X | X | X | | |
- | plugin) | | | | | |
- +-----------------------------------------------------------------------+
- | Qt Linguist | X | X | X | | |
- +-----------------------------------------------------------------------+
- | Qt Assistant | X | X | X | | |
- +-----------------------------------------------------------------------+
- | Lupdate | X | X | X | | |
- +-----------------------------------------------------------------------+
- | Lrelease | X | X | X | | |
- +-----------------------------------------------------------------------+
- | Qmake | X | X | | | |
- +-----------------------------------------------------------------------+
- | Uic | X | X | | | |
- +-----------------------------------------------------------------------+
- | Rcc | X | X | | | |
- +-----------------------------------------------------------------------+
- | Qlalr | X | X | | | |
- +-----------------------------------------------------------------------+
- | Qdoc | X | X | | | |
- +-----------------------------------------------------------------------+
- | Qmlscene | X | X | | | |
- +-----------------------------------------------------------------------+
- | Qmlviewer | X | X | | | |
- +-----------------------------------------------------------------------+
- | Target toolchains | | X | X | | |
- +-----------------------------------------------------------------------+
- | Qt Debugging Bridge (QDB) Host | | X | | | |
- | Tools | | | | | |
- +-----------------------------------------------------------------------+
- | qtconfig-gui | | X | | | |
- +-----------------------------------------------------------------------+
- | Qt Emulator | | X | | | |
- +-----------------------------------------------------------------------+
- | Qmlinterfacegenerator | | | X | | |
- +-----------------------------------------------------------------------+
- | Qmltocpp | | | X | | |
- +-----------------------------------------------------------------------+
- | qulfontcompiler | | | X | | |
- +-----------------------------------------------------------------------+
- | Qt53DStudioRuntime2 | | | | X, R | |
- +-----------------------------------------------------------------------+
- | Qt 3D Studio | | | | X | |
- +-----------------------------------------------------------------------+
- | Qt Design Studio | | | | | X |
- +-----------------------------------------------------------------------+
- APPENDIX 3: ADDITIONS TO LICENSED SOFTWARE
- In addition to what is provided under the definition of the Licensed Software,
- Parties agree that Licensed Software shall also include the Add-On Products of
- The Qt Company, as mentioned in this Appendix, if included in the quote /
- invoice.
- The Modules and/or Tools of the Licensed Software that are included with each
- Add-On Product respectively are marked with 'X' in the below table.
- Parts of the respective Add-On Product that are permitted for distribution in
- object-code form only ("Redistributables") are marked with 'R' in the below
- table.
- +------------------------------------------------------------------------------------------------+
- | | Add-On Product(s) |
- | +--------------------------------------------------------------------------+
- | Modules / Tools of | Qt for | Qt | Qt | Qt | Qt | Qt |
- | Licensed Software | Automation | Automotive | Safe | Application | GammaRay | Deployment |
- | | / Qt M2M | Suite | Renderer | Manager | | Platform |
- | | Protocols | | | | | Package |
- +------------------------------------------------------------------------------------------------+
- | Qt MQTT | X, R | | | | | |
- +------------------------------------------------------------------------------------------------+
- | Qt KNX | X, R | | | | | |
- +------------------------------------------------------------------------------------------------+
- | Qt OPC UA | X, R | | | | | |
- +------------------------------------------------------------------------------------------------+
- | Qt CoAP | X, R | | | | | |
- +------------------------------------------------------------------------------------------------+
- | Qt Safe Renderer | | X, R | X, R | | | |
- +------------------------------------------------------------------------------------------------+
- | Qt Application | | X, R | | X, R | | |
- | Manager | | | | | | |
- +------------------------------------------------------------------------------------------------+
- | Qt IVI | | X, R | | | | |
- +------------------------------------------------------------------------------------------------+
- | Reference UI | | X, R | | | | |
- +------------------------------------------------------------------------------------------------+
- | Qt GENIVI Extras | | X, R | | | | |
- +------------------------------------------------------------------------------------------------+
- | QML Live | | X | | | | |
- +------------------------------------------------------------------------------------------------+
- | Qt Creator | | X | | | | |
- | Deployment | | | | | | |
- +------------------------------------------------------------------------------------------------+
- | Qt Creator Plugin | | X | | X | | |
- | for Qt Application Manager | | | | | |
- +------------------------------------------------------------------------------------------------+
- | Qt Automotive Suite | | X | | | | |
- | Deployment Server | | | | | | |
- +------------------------------------------------------------------------------------------------+
- | Qt Design Studio | | X | | | | |
- +------------------------------------------------------------------------------------------------+
- | Qt 3D Studio | | X | | | | |
- +------------------------------------------------------------------------------------------------+
- | GammaRay | | X | | | X | |
- +------------------------------------------------------------------------------------------------+
- | Platform adaptations| | | | | | X |
- | for specified | | | | | |
- | Deployment Platforms | | | | | |
- +------------------------------------------------------------------------------------------------+
- | Qt for Device | | X | | | | |
- | Creation | | | | | | |
- +------------------------------------------------------------------------------------------------+
- All the above Redistributables are subject to applicable provisions and
- limitations including but not limited to what is defined in section 3 of the
- Agreement.
- APPENDIX 4: SMALL BUSINESS AND STARTUP
- The provisions of this Appendix 4 are applicable for companies with an annual
- revenue, including funding, equivalent to maximum of 250,000 USD (in
- applicable currency) during the latest full calendar year, as evidenced by
- duly audited records of the Licensee and approved by The Qt Company
- ("Start-up Company").
- Start-up Companies are qualified for a discounted License Fee for maximum of
- four (4) Development Licenses ("Start-up Development License") unless
- otherwise agreed between the parties.
- Start-up Development License entitles the respective Designated User for
- Support only for installation related issues.
- Upon expiry of the respective License Term, the Start-up Development
- Licenses shall be automatically extended, pursuant to Section 3.1 of the
- Agreement, for a Renewal Term either as new Start-up Development Licenses
- (if the Licensee still qualifies as a Start-up Company), or as normal
- Development Licenses (if the Licensee no longer qualifies as a Start-up
- ompany).
- APPENDIX 5: NON-COMMERCIAL USE
- The provisions of this Appendix 5 are applicable for non-commercial use of
- the Licensed Software by the Licensee.
- For the purpose of this Appendix 5, the following additional definitions
- (replacing the relevant definition of the Agreement, where applicable)
- shall be applicable:
- "Demo Units" shall mean (i) hardware development platform, which incorporates
- the Licensed Software along with Licensee's software and/or hardware, and
- (ii) prototype versions of Applications or Devices.
- "Designated User(s)" shall mean the employees and students of the Licensee.
- "Licensee Products" shall mean Applications and/or Devices.
- "Permitted Purpose" shall mean (i) Licensee's internal evaluation and
- testing of Licensed Software, (ii) building Demo Units as well as (iii)
- educational use.
- "Term" shall mean a period of twelve (12) months or any such other period
- as may be agreed between the Parties.
- For the purpose of this Appendix 5, the following changes shall be agreed
- with respect to relevant Sections of the Agreement:
- I. Recital (A) shall be replaced in its entirety to read as follows:
- "(A) Licensee wishes to use the Licensed Software for the Permitted
- Purpose."
- II. Section 3.1 shall be replaced in its entirety to read as follows:
- "The Qt Company grants to Licensee a personal, non-exclusive,
- non-transferable, revocable, royalty-free license, valid for the
- Term, to use, modify and copy the Licensed Software solely for the
- Permitted Purpose.
- Licensee may install copies of the Licensed Software on five (5)
- computers per Designated User, provided that only the Designated
- Users who have a valid Development License may use the Licensed
- Software.
- Licensee may demonstrate the Demo Units, provided that such
- demonstrations must be conducted by Licensee, and the Demo Units
- must remain in Licensee's possession and under Licensee's control
- at all times.
- For clarity, this Agreement does not (i) entitle Licensee to use
- Licensed Software to create Applications or Devices (other than
- prototypes thereof) or (ii) carry any distribution rights to
- Licensee, but such rights are subject to and conditional upon
- conclusion of a separate license agreement with The Qt Company."
- III. Sections 3.2, 3.3, 8 and 10 shall be deleted.
- IV. Section 3.4 shall be replaced in its entirety to read as follows:
- "Licensee shall not:
- - remove or alter any copyright, trademark or other proprietary
- rights notice contained in any portion of the Licensed Software;
- - transfer, publish, sublicense, disclose, display or otherwise
- make the Licensed Software available to any third party (except
- that Licensee may demonstrate the Demo Units pursuant to Section
- 3.1);
- - in any way combine, incorporate or integrate Licensed Software
- with, or use Licensed Software for creation of, any software
- created with or incorporating Open Source Qt;
- Licensee shall cause all Designated Users who make use of the
- licenses granted under this Agreement, to be contractually bound
- to comply with the relevant terms of this Agreement and not to use
- the Licensed Software beyond the terms hereof. Licensee shall be
- responsible for any and all actions and omissions of its
- Designated Users relating to the Licensed Software and use
- thereof.
- Any use of Licensed Software beyond the provisions of this
- Agreement is strictly prohibited and requires an additional license
- from The Qt Company."
- V. Section 12 shall be replaced in its entirety to read as follows:
- "This Agreement shall enter into force upon due acceptance by both
- Parties and remain in force for the Term, unless and until
- terminated pursuant to the terms of Section 12.
- Upon termination of the Agreement, Licensee shall cease using the
- Licensed Software. All other copies of Licensed Software in the
- possession or control of Licensee must be erased or destroyed.
- An officer of Licensee must, upon request, promptly deliver to
- The Qt Company a written confirmation that this has occurred."
- Except for the modifications specified above, this Appendix carries no
- change to the terms of the Agreement which shall remain in full force.
|