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-rw-r--r--conf/layer.conf2
-rw-r--r--licenses/QtEnterprise706
2 files changed, 708 insertions, 0 deletions
diff --git a/conf/layer.conf b/conf/layer.conf
index f658ce5..97eb8ae 100644
--- a/conf/layer.conf
+++ b/conf/layer.conf
@@ -31,3 +31,5 @@ BBFILES += "${LAYERDIR}/recipes*/*/*.bb \
31BBFILE_COLLECTIONS += "b2qt" 31BBFILE_COLLECTIONS += "b2qt"
32BBFILE_PATTERN_b2qt := "^${LAYERDIR}/" 32BBFILE_PATTERN_b2qt := "^${LAYERDIR}/"
33BBFILE_PRIORITY_b2qt = "20" 33BBFILE_PRIORITY_b2qt = "20"
34
35LICENSE_PATH += "${LAYERDIR}/licenses"
diff --git a/licenses/QtEnterprise b/licenses/QtEnterprise
new file mode 100644
index 0000000..29a4f47
--- /dev/null
+++ b/licenses/QtEnterprise
@@ -0,0 +1,706 @@
1Qt FOR DEVICE CREATION LICENSE AGREEMENT
2Agreement version 1.5
3
4This Qt for Device Creation License Agreement ("Agreement") is a legal agreement
5between The Qt Company Ltd ("The Qt Company") with its registered office at
6Valimotie 21, 00380 Helsinki, Finland, and you (either an individual or a legal
7entity) ("Licensee") for the Licensed Software (as defined below).
8
91. DEFINITIONS "Affiliate" of a Party shall mean an entity (i) which is directly
10or indirectly controlling such Party; (ii) which is under the same direct or
11indirect ownership or control as such Party; or (iii) which is directly or
12indirectly owned or controlled by such Party. For these purposes, an entity
13shall be treated as being controlled by another if that other entity has fifty
14percent (50 %) or more of the votes in such entity, is able to direct its
15affairs and/or to control the composition of its board of directors or
16equivalent body. "Applications" shall mean Licensee's software products created
17using the Licensed Software which may include portions of the Licensed Software.
18"Customers" shall mean the third parties to whom Licensee directly or indirectly
19distributes copies of the Licensed Software. "Deployment Platforms" shall mean
20those operating systems in which the Licensed Software can be distributed on
21according to the terms and conditions of this Agreement, especially Section 5.2.
22"Designated User(s)" shall mean the employee(s) of Licensee acting within the
23scope of their employment or Licensee's consultant(s) or contractor(s) acting
24within the scope of their services for Licensee and on behalf of Licensee.
25"Development Platforms" shall mean those operating systems in which the Licensed
26Software can be used only for designing, developing and testing Applications,
27but not distributed in any form or used for any other purpose. "Devices" shall
28mean devices or products that 1) are manufactured, sold or distributed by
29Licensee that include the Licensed Software, and 2) fulfill the definition of a
30Joint Hardware and Software Distribution. "Initial Term" shall mean the period
31of time one (1) year from the later of (a) the Effective Date; or (b) the date
32the Licensed Software was initially delivered to Licensee by The Qt Company. If
33no specific Effective Date is set forth in the Agreement, the Effective Date
34shall be deemed to be the date the Licensed Software was initially delivered to
35Licensee. "Intellectual Property Rights" shall mean patents (including utility
36models), design patents, and designs (whether or not capable of registration),
37chip topography rights and other like protection, copyright, trademark and any
38other form of statutory protection of any kind and applications for any of the
39foregoing as well as any trade secrets. "Joint Hardware and Software
40Distribution" shall mean either: (i) distribution of a hardware device where, in
41its final end user configuration, the main user interface or substantial
42functionality of the device is provided by Application(s) created by Licensee or
43others, using Licensed Software or Licensed Software based software product, and
44depends on the Licensed Software or an open source version of Qt or any Qt based
45software product; or (ii) distribution of the Licensed Software with a device
46designed to facilitate the installation of the Licensed Software onto the same
47device where the main user interface or substantial functionality of such device
48is provided by Application(s) created by Licensee or others, using the Licensed
49Software, and depends on the Licensed Software. "License Certificate" shall mean
50the document accompanying the Licensed Software which specifies the modules
51which are licensed under the Agreement, Development Platforms, Deployment
52Platforms and Designated Users. "License Fee" shall mean the fee charged to
53Licensee for (i) each copy of the Licensed Software purchased, as well as (ii)
54reproduction and distribution of Licensed Software under the terms of this
55Agreement. "License Packs" shall mean set of prepaid Distribution Licenses, as
56defined in Section 5.2 b). "Licensed Software" shall mean the computer software,
57"online" or electronic documentation, associated media and printed materials,
58including the source code, example programs and the documentation delivered by
59The Qt Company to Licensee in conjunction with this Agreement. Licensed Software
60does not include Third Party Software (as defined in Section 7). "Modified
61Software" shall mean modifications made to the Licensed Software by Licensee.
62"Nokia" shall mean Nokia Corporation, a corporation incorporated under the laws
63of Finland, having its registered office at PO box 226, 00045 Nokia Group,
64Finland (visiting address Karakaari 7, 02610 Espoo, Finland) and registered with
65the Finnish Trade Register under business ID 0112038-9 and acting on behalf of
66its respective Affiliates. "Online Services" shall mean any services or access
67to systems provided by The Qt Company to the Licensee over Internet in
68conjunction with the Licensed Software or for the purpose of use by the Licensee
69of the Licensed Software or Support. Using some of the Online Services may be
70subject to additional fees. "Party or Parties" shall mean Licensee and/or The Qt
71Company. "Redistributables" shall mean the portions of the Licensed Software set
72forth in Appendix 1, Section 1 that may be distributed with or as part of
73Applications in object code form. "Renewal Term" shall mean a time period of
74twelve months calculated from the end of the Initial Term, or from end of the
75previous Renewal Term. "Support" shall mean standard developer support that is
76provided by The Qt Company to assist eligible Designated Users in using the
77Licensed Software in accordance with its established standard support
78procedures. "Updates" shall mean a release or version of the Licensed Software
79containing enhancements, new features, bug fixes, error corrections and other
80changes that are generally made available to users of the Licensed Software that
81have contracted for maintenance and support.
82
832. OWNERSHIP The Licensed Software is protected by copyright laws and
84international copyright treaties, as well as other intellectual property laws
85and treaties. The Licensed Software is licensed, not sold. To the extent
86Licensee submits bug fixes or error corrections, including information related
87thereto, Licensee hereby grants The Qt Company a sublicensable, irrevocable,
88perpetual, worldwide, non-exclusive, royalty-free and fully paid-up copyright
89and trade secret license to reproduce, adapt, translate, modify, and prepare
90derivative works of, publicly display, publicly perform, sublicense, make
91available and distribute error corrections and bug fixes, including derivative
92works thereof. All The Qt Company's and/or its licensors' trademarks, service
93marks, trade names, logos or other words or symbols are and shall remain the
94exclusive property of The Qt Company or its licensors respectively.
95
963. MODULES Some of the files in the Licensed Software have been grouped into
97modules. These files contain specific notices defining the module of which they
98are a part. The modules licensed to Licensee are specified in the License
99Certificate accompanying the Licensed Software. The terms of the License
100Certificate are considered part of the Agreement. In the event of inconsistency
101or conflict between the language of this Agreement and the License Certificate,
102the provisions of this Agreement shall govern. 4. VALIDITY OF THE AGREEMENT By
103installing, copying, or otherwise using the Licensed Software, Licensee agrees
104to be bound by the terms of this Agreement. If Licensee does not agree to the
105terms of this Agreement, Licensee should not install, copy, or otherwise use the
106Licensed Software. In addition, by installing, copying, or otherwise using any
107Updates or other components of the Licensed Software that Licensee receives
108separately as part of the Licensed Software, Licensee agrees to be bound by any
109additional license terms that accompany such Updates, if any. If Licensee does
110not agree to the additional license terms that accompany such Updates, Licensee
111should not install, copy, or otherwise use such Updates. Upon Licensee's
112acceptance of the terms and conditions of this Agreement, The Qt Company grants
113Licensee the right to use the Licensed Software in the manner provided below.
114
1155. LICENSES 5.1 Using, Modifying and Copying The Qt Company grants to Licensee a
116non-exclusive, non-transferable, perpetual license to use, modify and copy the
117Licensed Software for Designated Users specified in the License Certificate for
118the sole purposes of: (i) designing, developing, and testing Application(s);
119(ii) modifying the Licensed Software as limited by section 8 below; and (iii)
120compiling the Licensed Software and/or Modified Software source code into object
121code. Licensee may install copies of the Licensed Software on an unlimited
122number of computers provided that only the Designated Users use the Licensed
123Software. Licensee may at any time designate another Designated User to replace
124a then-current Designated User by notifying The Qt Company, provided that a) the
125then-current Designated User has not been designated as a replacement during the
126last six (6) months; and b) there is no more than the specified number of
127Designated Users at any given time.
128
1295.2 Right for Redistribution a) License for creating Applications For the
130purpose of creating Applications The Qt Company grants Licensee a non-exclusive,
131royalty-free right to reproduce and distribute the object code form of
132Redistributables (listed in Appendix 1, Section 1) for execution on the
133specified Deployment Platforms, excluding the Joint Hardware and Software
134Distribution. Copies of Redistributables may only be distributed with and for
135the sole purpose of executing Applications permitted under this Agreement that
136Licensee has created using the Licensed Software. Under no circumstances may any
137copies of Redistributables be distributed separately. This Agreement does not
138give Licensee any rights to distribute any of the parts of the Licensed Software
139listed in Appendix 1, Section 2, neither as a whole nor as parts or snippets of
140code. Licensee may not distribute, transfer, assign or otherwise dispose of
141Applications and/or Redistributables, in binary/compiled form, or in any other
142form, if such action is part of a Joint Software and Hardware Distribution,
143except as provided in Section 5.2b) below. b) License for creating Devices For
144the purpose of creating Devices The Qt Company grants to Licensee a
145non-exclusive, non-transferable license to (a) install copies of the compiled
146Licensed Software (in object code form only) in Devices and/or bundle or
147integrate copies of the Licensed Software (in object code form only) into or
148with Devices and other services; (b) distribute Licensed Software (in object
149code form only) to one or more tiers of distributors as incorporated or
150integrated in Devices; and (c) sublicense the Licensed Software (in object code
151form only), as incorporated or integrated in Devices, to end users under
152Licensee's standard terms and conditions, which must meet the requirements set
153out in Appendix 2 (collectively, the "Distribution License"). This Distribution
154License does not entitle Licensee to receive, or grant Licensee any rights with
155respect to any source code. Should any third party that has received a product,
156software and/or a sublicense from Licensee in accordance with the provisions
157above, wish to use the product and sublicensed software in a manner not
158warranted in Appendix 2, such third party must request a licensing agreement for
159this purpose directly from The Qt Company. Licensee may also reproduce and
160distribute the Licensed Software (in object code form only) under the
161Distribution License independent of the Device, (i.e. the Licensed Software may
162be reproduced and distributed by Licensee to others as a stand-alone or
163independent product or for use independent of the Device). The Distribution
164License provided under this Section 5.2b) is conditional, subject to Licensee´s
165full compliance of Section 14 of this Agreement. All reproduction and
166distribution of the Licensed Software or any portion thereof requires the
167payment of License Fees from Licensee to The Qt Company. The licenses granted in
168this Section by The Qt Company to Licensee are subject to Licensee's compliance
169with Section 5.3 of this Agreement. c) For the avoidance of doubt, should the
170Licensee wish to distribute Licensed Software as a part of software development
171kit (SDK) for the purpose of developing Applications by Licensee´s customers
172for Licensee´s products, such distribution is subject to a separate Qt SDK
173distribution license agreement to be concluded with The Qt Company. 5.3 Further
174Requirements It is expressly acknowledged and understood by Licensee, that
175Licensee is strictly prohibited from using or licensing Licensed Software for
176creation of mobile phones or tablet computers targeted for consumer end users.
177The aforementioned shall not prohibit Licensee from using Licensed Software for
178the purpose of creating Applications for any devices, including mobile phones
179and tablet computers. Notwithstanding anything contrary to this Agreement, it is
180expressly acknowledged and understood by Licensee, that Nokia shall hereby be
181named as a third party beneficiary under this Agreement with respect to this
182Section 5.3. Therefore, Nokia shall have the same rights as The Qt Company under
183this Agreement with respect to this Section 5.3, and shall be entitled to
184exercise such rights independent from The Qt Company. The licenses granted in
185this Section 5 by The Qt Company to Licensee are subject to Licensee's
186compliance with Section 8 of this Agreement.
187
1886. VERIFICATION The Qt Company or a certified auditor on The Qt Company's
189behalf, may, upon its reasonable request and at its expense, audit Licensee with
190respect to the use of the Licensed Software. Such audit may be conducted by
191mail, electronic means or through an in-person visit to Licensee's place of
192business. Any such in-person audit shall be conducted during regular business
193hours at Licensee's facilities and shall not unreasonably interfere with
194Licensee's business activities. The Qt Company will not remove, copy, or
195redistribute any electronic material during the course of an audit. If an audit
196reveals that Licensee is using the Licensed Software in a way that is in
197material violation of the terms of the Agreement, then Licensee shall pay The Qt
198Company's reasonable costs of conducting the audit. In the case of a material
199violation, Licensee agrees to pay The Qt Company any amounts owing that are
200attributable to the unauthorized use. Alternatively, The Qt Company reserves the
201right, at The Qt Company's sole option, to terminate the licenses for the
202Licensed Software.
203
2047. THIRD PARTY SOFTWARE The Licensed Software may provide links to third party
205libraries or code (collectively "Third Party Software") to implement various
206functions. Third Party Software does not comprise part of the Licensed Software.
207In some cases, access to Third Party Software may be included along with the
208Licensed Software delivery as a convenience for development and testing only.
209Such source code and libraries may be listed in the ".../src/3rdparty" source
210tree delivered with the Licensed Software or documented in the Licensed Software
211where the Third Party Software is used, as may be amended from time to time, do
212not comprise the Licensed Software. Licensee acknowledges (i) that some part of
213Third Party Software may require additional licensing of copyright and patents
214from the owners of such, and (ii) that distribution of any of the Licensed
215Software referencing any portion of a Third Party Software may require
216appropriate licensing from such third parties.
217
2188. CONDITIONS FOR CREATING APPLICATIONS The licenses granted in this Agreement
219for Licensee to create, modify and distribute Applications is subject to all of
220the following conditions: (i) all copies of the Applications Licensee creates
221must bear a valid copyright notice either Licensee's own or the copyright notice
222that appears on the Licensed Software; (ii) Licensee may not remove or alter any
223copyright, trademark or other proprietary rights notice contained in any portion
224of the Licensed Software including but not limited to the About Boxes; (iii)
225Licensee will indemnify and hold The Qt Company, its Affiliates, contractors,
226and its suppliers, harmless from and against any claims or liabilities arising
227out of the use, reproduction or distribution of Applications; (iv) Applications
228must be developed using a licensed, registered copy of the Licensed Software;
229(v) Applications must add primary and substantial functionality to the Licensed
230Software; (vi) Applications may not pass on functionality which in any way makes
231it possible for others to create software with the Licensed Software; however
232Licensee may use the Licensed Software's scripting and QML ("Qt Quick")
233functionality solely in order to enable scripting, themes and styles that
234augment the functionality and appearance of the Application(s) without adding
235primary and substantial functionality to the Application(s); (vii) Licensee may
236create Modified Software that breaks the source or binary compatibility with the
237Licensed Software. This includes, but is not limited to, changing the
238application programming interfaces ("API") by adding, changing or deleting any
239variable, method, or class signature in the Licensed Software, the inter-process
240QCop specification, and/or any inter-process protocols, services or standards in
241the Licensed Software libraries. To the extent that Licensee breaks source or
242binary compatibility with the Licensed Software, Licensee acknowledges that The
243Qt Company's ability to provide Support may be prevented or limited and
244Licensee's ability to make use of Updates may be restricted; (viii) Applications
245may not compete with the Licensed Software; (ix) Licensee may not use The Qt
246Company's or any of its suppliers' names, logos, or trademarks to market
247Applications, except to state that Licensee's Application(s) was developed using
248the Licensed Software; and (x) each Designated User creating the Application(s)
249needs to have a separate license for the Licensed Software. NOTE: If Licensee,
250or another third party, has, at any time, developed all (or any portions of) the
251Application(s) using an open source version of Qt licensed under the terms of
252the GNU Lesser General Public License, version 2.1 or later ("LGPL") or the GNU
253General Public License version 2.0 or later ("GPL"), Licensee may not combine
254such development work with the Licensed Software without an express written
255permission from The Qt Company, and must license such Application(s) (or any
256portions derived there from) under the terms of such applicable version of LGPL
257(Qt only) or GPL (Qt, Qtopia and Qt Extended) . Copies of the licenses referred
258to above are located at http://www.gnu.org/licenses/old-licenses/lgpl- 2.1.html,
259https://www.gnu.org/licenses/lgpl.html,
260http://www.fsf.org/licensing/licenses/info/GPLv2.html, and
261http://www.gnu.org/copyleft/gpl.html. 9. PRE-RELEASE CODE The Licensed Software
262may contain pre-release code and functionality marked or otherwise stated as
263"Technology Preview", "Alpha", "Beta" or similar. Such pre-release code may be
264present in order to provide experimental support for new platforms or
265preliminary version of new functionality. The pre-release code is not at the
266level of performance and compatibility of a final, generally available, product
267offering. The pre- release parts of the Licensed Software may not operate
268correctly and may be substantially modified prior to the first commercial
269product release, if any. The Qt Company is under no obligation to make
270pre-release code commercially available, or provide any Support or Updates
271relating thereto. The pre-release code must not be used for commercial purposes
272or in a live operating environment where it may be relied upon to perform in the
273same manner as a commercially released product or with data that has not been
274sufficiently backed up.
275
27610. LIMITED WARRANTY AND WARRANTY DISCLAIMER The Qt Company hereby represents
277and warrants with respect to the Licensed Software that it has the power and
278authority to grant the rights and licenses granted to Licensee under this
279Agreement. Except as set forth above, the Licensed Software is licensed to
280Licensee "as is". TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE QT
281COMPANY ON BEHALF OF ITSELF AND ITS LICENSORS, SUPPLIERS AND AFFILIATES,
282DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO,
283IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE
284AND NON-INFRINGEMENT WITH REGARD TO THE LICENSED SOFTWARE. THE QT COMPANY DOES
285NOT WARRANT THAT THE LICENSED SOFTWARE WILL SATISFY LICENSEE'S REQUIREMENTS OR
286THAT IT IS WITHOUT DEFECT OR ERROR OR THAT THE OPERATION THEREOF WILL BE
287UNINTERRUPTED. ALL USE OF AND RELIANCE ON THE LICENSED SOFTWARE IS AT THE SOLE
288RISK OF AND RESPONSIBILITY OF LICENSEE. 11. LIMITATION OF LIABILITY AND OTHER
289COVENANTS 11.1 Risk Allocation If, The Qt Company's warranty disclaimer
290notwithstanding, The Qt Company is held to be liable to Licensee whether in
291contract, tort, or any other legal theory, based on the Licensed Software, The
292Qt Company's entire liability to Licensee and Licensee's exclusive remedy shall
293be, at The Qt Company's option, either (a) return of the price Licensee paid for
294the Licensed Software, or (b) repair or replacement of the Licensed Software,
295provided Licensee returns all copies of the Licensed Software to The Qt Company
296as originally delivered to Licensee. EXCEPT FOR INJURY TO PERSONS OR IN CASES OF
297INTENTIONAL MISCONDUCT AND IN CASE OF THE LICENSEE WITH RESPECT TO AMOUNTS
298PAYABLE UNDER SECTION 14 OR LICENSEE'S MATERIAL BREACH OF THIS AGREEMENT AND TO
299THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE
300TO THE OTHER PARTY IN CONTRACT, TORT OR OTHERWISE, WHATEVER THE CAUSE THEREOF,
301FOR ANY LOSS OF PROFIT, LOSS OF DATA, LOSS OF BUSINESS OR GOODWILL OR ANY
302INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE COST, DAMAGES OR
303EXPENSE OF ANY KIND, HOWSOEVER ARISING UNDER OR IN CONNECTION WITH THIS
304AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LIABILITY FOR SUCH
305DAMAGE SHALL BE EXCLUDED, EVEN IF THE EXCLUSIVE REMEDIES PROVIDED FOR IN THIS
306AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE. EXCEPT FOR INJURY TO PERSONS OR IN
307CASES OF INTENTIONAL MISCONDUCT AND IN CASE OF THE LICENSEE WITH RESPECT TO
308AMOUNTS PAYABLE UNDER SECTION 14 OR LICENSEE'S MATERIAL BREACH OF THIS AGREEMENT
309AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY'S
310TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE AGGREGATE LICENSE FEES
311RECEIVED FROM LICENSEE FOR THE LICENSED SOFTWARE DURING THE PERIOD OF TWELVE
312(12) MONTHS IMMEDIATELY PRECEDING THE EVENT RESULTING IN SUCH LIABILITY. THE
313PROVISIONS OF THIS SECTION 11 ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN
314THE QT COMPANY AND LICENSEE AND THE PARTIES HAVE RELIED UPON THE LIMITATIONS SET
315FORTH HEREIN IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT 11.2 No Third
316Party Representations, Warranties or Transfers Licensee shall make no
317representations or warranties concerning the Licensed Software on behalf of The
318Qt Company, nor shall Licensee sell, transfer, publish, disclose, display or
319otherwise make available the Licensed Software, or copies thereof, to any third
320party except as specifically set forth herein or in another written agreement
321with The Qt Company. Any representation or warranty Licensee makes or purports
322to make on The Qt Company's behalf shall be void as to The Qt Company. 11.3
323Licensee´s Indemnification Licensee shall indemnify and hold harmless The Qt
324Company and its officers, directors, employees, representative, licensors, and
325suppliers from and against any claim, injury, judgment, settlement, loss or
326expense, including attorneys' fees, arising as a consequence of: (a) Licensee's
327breach of its warranties or any other provisions of this Agreement, including,
328but not limited to, (i) the failure of Licensee to comply with the provisions of
329this Section 11, (ii) any misrepresentations of Licensee in connection with The
330Qt Company or the Licensed Software, and (iii) any other wrongful conduct of
331Licensee, its employees, representatives, agents, or (b) the Device. 12.
332SUPPORT, UPDATES AND ONLINE SERVICES Licensee will be eligible to receive
333Support and Updates and to use the Online Services during the Initial Term, in
334accordance with The Qt Company's then current policies and procedures, if any.
335Such policies and procedures may be changed from time to time. Following the
336Initial Term, The Qt Company shall no longer make the Licensed Software,
337Support, Updates or Online Services available to Licensee unless Licensee
338purchases additional Support, Updates and Online Services according to this
339Section 12 below. Licensee shall be responsible for providing service and
340support to Licensee's Customers with respect to the Licensed Software. Licensee,
341as appropriate, shall inform Licensee's Customers that all requests for support
342or service are to be made to Licensee, and not to The Qt Company. Updates shall
343be considered to be Licensed Software and governed by this Agreement as such,
344unless The Qt Company designates that a different agreement shall govern.
345Licensee shall be responsible for distributing patches and fixes to Customers if
346and as The Qt Company reasonable requests. Licensee may purchase additional
347Support, Updates and Online Services following the Initial Term or the currently
348ongoing Renewal Term subject to The Qt Company's terms and conditions applicable
349at the time of renewal. 13. CONFIDENTIALITY Each party acknowledges that during
350the Initial Term of this Agreement it shall have access to information about the
351other party's business, business methods, business plans, customers, business
352relations, technology, and other information, including the terms of this
353Agreement, that is confidential and of great value to the other party, and the
354value of which would be significantly reduced if disclosed to third parties
355("Confidential Information"). Accordingly, when a party (the "Receiving Party")
356receives Confidential Information from another party (the "Disclosing Party"),
357the Receiving Party shall, and shall obligate its employees and agents and
358employees and agents of its Affiliates to: (i) maintain the Confidential
359Information in strict confidence; (ii) not disclose the Confidential Information
360to a third party without the Disclosing Party's prior written approval; and
361(iii) not, directly or indirectly, use the Confidential Information for any
362purpose other than for exercising its rights and fulfilling its responsibilities
363pursuant to this Agreement. Each party shall take reasonable measures to protect
364the Confidential Information of the other party, which measures shall not be
365less than the measures taken by such party to protect its own confidential and
366proprietary information. "Confidential Information" shall not include
367information that (a) is or becomes generally known to the public through no act
368or omission of the Receiving Party; (b) was in the Receiving Party's lawful
369possession prior to the disclosure hereunder and was not subject to limitations
370on disclosure or use; (c) is developed by employees of the Receiving Party or
371other persons working for the Receiving Party who have not had access to the
372Confidential Information of the Disclosing Party, as proven by the written
373records of the Receiving Party or by persons who have not had access to the
374Confidential Information of the Disclosing Party as proven by the written
375records of the Receiving Party; (d) is lawfully disclosed to the Receiving Party
376without restrictions, by a third party not under an obligation of
377confidentiality; or (e) the Receiving Party is legally compelled to disclose the
378information, in which case the Receiving Party shall assert the privileged and
379confidential nature of the information and cooperate fully with the Disclosing
380Party to protect against and prevent disclosure of any Confidential Information
381and to limit the scope of disclosure and the dissemination of disclosed
382Confidential Information by all legally available means. The obligations of the
383Receiving Party under this Section shall continue during the Initial Term and
384for a period of five (5) years after expiration or termination of this
385Agreement. To the extent that the terms of the Non-Disclosure Agreement between
386The Qt Company and Licensee conflict with the terms of this Section 13, this
387Section 13 shall be controlling over the terms of the Non-Disclosure Agreement.
388
38914 FEES, ORDERS, DELIVERY AND PAYMENT 14.1 DISTRIBUTION LICENSE FEES The
390Distribution License provided under Section 5.2b) is conditional on the Licensee
391purchasing the needed amount of Distribution Licenses separately from The Qt
392Company before distributing Devices to Customers. Distribution licenses are sold
393in License Packs subject to a fee. The License Fee for a Distribution License
394purchased by Licensee cannot be refunded or claimed as a credit, even on the
395ground that it is not distributed, by sale or otherwise, from Licensee to
396Customers or for any other reason. Licensee will have an account of Distribution
397Licenses that will be applied to each copy of Licensed Software that is bundled
398or integrated with any of the Devices or that is distributed to Customers.
399Licensee may bundle, integrate and distribute copies of the Licensed Software so
400long as Licensee has Distribution Licenses paid for, but not yet used. Each time
401Licensee bundles, integrates or distributes a copy of Licensed Software, then
402one Distribution License is used, and Licensee's account of available
403Distribution Licenses is decreased accordingly. 14.2 DISTRIBUTION LICENSES
404ORDERED Licensee shall submit all purchase orders for Distribution Licenses to
405The Qt Company either by fax or mail or any other method acceptable to The Qt
406Company (each such order is referred to herein as a "Purchase Order"). If The Qt
407Company wishes to accept the Purchase Order, The Qt Company may then confirm and
408return the Purchase Order to Licensee, whereupon the Purchase Order shall become
409binding between the Parties. In the event of conflict or inconsistency between
410this Agreement and a Purchase Order, this Agreement shall control. 14.3 PAYMENT
411TERMS The Qt Company will submit an invoice to Licensee any time after The Qt
412Company receives a subsequent purchase order(s) from Licensee, and delivers the
413goods or services described in the Agreement or purchase order to Licensee.
414Licensee's payments for the Licensed Software and any other charges under this
415Agreement shall be paid by Licensee no later than thirty (30) days from the time
416The Qt Company mails its invoices to Licensee. A late payment charge of the
417lower of (a) one percent per month; or (b) the highest interest rate allowed by
418applicable law, shall be charged on unpaid balances that remain past due for
419more than thirty (30) days. The Qt Company shall have the right to suspend,
420terminate or withhold Distribution Licenses, License Certificates, deliveries
421and/or services should Licensee fail to make payment in a timely fashion.
422Licensee shall at all times maintain accurate and up-to-date written records of
423the number of copies of the Licensed Software that Licensee installs in each
424Device(s). 14.4 TAXES All amounts payable are gross amounts but exclusive of any
425value added tax, use tax, sales tax or similar tax. Licensee shall be entitled
426to withhold from payments any applicable withholding taxes and comply with all
427applicable tax and employment legislation. Each party shall pay all taxes
428(including, but not limited to, taxes based upon its income) or levies imposed
429on it under applicable laws, regulations and tax treaties as a result of this
430Agreement and any payments made hereunder (including those required to be
431withheld or deducted from payments). Each party shall furnish evidence of such
432paid taxes as is sufficient to enable the other party to obtain any credits
433available to it, including original withholding tax certificates. 15
434RECORD-KEEPING AND REPORTING OBLIGATIONS; AUDIT RIGHTS 15.1 LICENSEE'S
435RECORD-KEEPING Licensee shall at all times maintain accurate and up-to-date
436written records of Licensee's activities related to the Licensed Software and
437Distribution Licenses, including copying and distribution. The records shall be
438adequate to determine Licensee's compliance with the provisions of this
439Agreement and to demonstrate the number of Distribution Licenses of the Licensed
440Software distributed by Licensee. The records shall conform to good accounting
441practices commonly accepted in the industry and consistently applied. Licensee
442shall, within thirty (30) days from the end of each calendar quarter, deliver to
443The Qt Company a report detailing the number of copies of Licensed Software
444distributed by Licensee during that calendar quarter, and detailing also the
445number of undistributed copies of Licensed Software made by Licensee and
446remaining in its account (i.e., undistributed copies for which Distribution
447Licenses have been or need to be obtained from The Qt Company). Such report
448shall contain such other information as The Qt Company shall require from time
449to time. 15.2. THE QT COMPANY'S INSPECTION RIGHTS The Qt Company or an
450independent auditor on The Qt Company's behalf, may, upon at least five (5)
451business days' prior written notice and at its expense, audit Licensee with
452respect to the use of the Licensed, but not more frequently than once during
453each 6-month period. Such audit may be conducted by mail, electronic means or
454through an in-person visit to Licensee's place of business. Any such in-person
455audit shall be conducted during regular business hours at Licensee's facilities
456and shall not unreasonably interfere with Licensee's business activities. The Qt
457Company or the independent auditor shall be entitled to inspect Licensee's books
458and records that likely to contain information bearing on Licensee's compliance
459with this Agreement or the payments due to The Qt Company under this Agreement,
460including, but not limited to: assembly logs, sales records, distribution
461records ("Licensee's Records") The Qt Company shall not remove, copy, or
462redistribute any electronic material during the course of an audit. If an audit
463reveals that Licensee is using the Licensed Software in a way that is in
464material violation of the terms of the Agreement, then Licensee shall pay The Qt
465Company's reasonable costs of conducting the audit. In the case of a material
466violation, Licensee agrees to pay The Qt Company any amounts owing that are
467attributable to the unauthorized use. In the alternative, The Qt Company
468reserves the right, at The Qt Company's sole option, to terminate the licenses
469for the Licensed Software. 16. GENERAL PROVISIONS 16.1 Marketing The Qt Company
470may include Licensee's company name and logo in a publicly available list of The
471Qt Company customers and in its public communications.
472
47316.2 No Assignment Licensee shall not be entitled to assign or transfer all or
474any of its rights, benefits and obligations under this Agreement without the
475prior written consent of The Qt Company, which shall not be unreasonably
476withheld. The Qt Company shall be entitled to assign or transfer any of its
477rights, benefits or obligations under this Agreement on an unrestricted basis.
478
47916.3 Termination 16.3.1 Termination by The Qt Company The Qt Company shall have
480the right to terminate this Agreement upon thirty (30) days prior written notice
481if (i) the Licensee is in breach of any material obligation under this Agreement
482and the breaching Party fails to remedy such breach within such notice period;
483(ii) any Third Party Software license grant to The Qt Company terminates or
484expires; or (iii) Licensee or any of its Affiliates bring a suit before any
485court or administrative agency or otherwise assert a claim for infringement of
486Intellectual Property Rights owned or licensable by Licensee or its Affiliates
487against (a) The Qt Company or any of its Affiliates; or (b) any other recipient
488of a license from The Qt Company with respect to the Licensed Software; or (c)
489any contractor, customer or distributor of a Party listed above in a or b; where
490such suit or claim relates to the use of the Licensed Software. 16.3.2 Mutual
491right to Terminate Either party shall have the right to terminate this Agreement
492immediately upon written notice in the event that the other party becomes
493insolvent, files for any form of bankruptcy, makes any assignment for the
494benefit of creditors, has a receiver, administrative receiver or officer
495appointed over the whole or a substantial part of its assets, ceases to conduct
496business, or an act equivalent to any of the above occurs under the laws of the
497jurisdiction of the other party. 16.3.3 Parties´ Rights and Duties upon
498Termination 16.3.3.1 Licensed Software which has not been subject to
499Distribution Upon termination of the Licenses, Licensee shall cease using the
500Licensed Software and return to The Qt Company all copies of Licensed Software
501that were supplied by The Qt Company. All other copies of Licensed Software in
502the possession or control of Licensee must be erased or destroyed. An officer of
503Licensee must promptly deliver to The Qt Company a written confirmation that
504this has occurred. 16.3.3.2 Licensed Software which has been distributed in
505connection with Licensed Products Upon termination or expiration of this
506Agreement, the following rights granted hereunder, shall terminate, as follows:
507a) Licensee shall, within: (i) thirty (30) days if termination is based on
508Sections 16.3.1, 16.3.2, 15.2; or (ii) within six (6) months of the termination
509date, if termination is based on any other reason, discontinue all copying,
510embedding, production and distribution of any copies of the Licensed, and will
511cause any third parties who obtained from it the right to manufacture or
512distribution of copies of the Licensed Software to do likewise. b) Any
513termination of this Agreement shall not affect any rights of an end-user to use
514the Licensed Software. c) Licensee shall cease using the Licensed Software as
515provided for above, including without limitation all source code, master
516diskettes and tapes, user manuals for the Licensed Software and Documentation,
517and deliver such to The Qt Company and/or permanently destroy all copies of the
518Licensed Software and all materials relating to the Licensed Software, except
519that Licensee may retain and exploit only such copies of the Licensed Software
520as it may reasonably require in providing continued support to its end-user
521customers, and will certify that that is the case upon the request of the The Qt
522Company. 16.4 Surviving Sections Any terms and conditions that by their nature
523or otherwise reasonably should survive a cancellation or termination of this
524Agreement shall also be deemed to survive. The following Sections and
525Subsections of this Agreement shall survive its termination: 3, 10, 11, 13, 15,
52616.3, 16.9, but none of the licenses or rights granted to Licensee shall
527survive. Any obligation to make payment (including, without limitation, any
528obligation to pay License Fees, interest, and taxes) shall also survive
529termination of this Agreement and be paid in accordance with this Agreement.
53016.5 Entire Agreement This Agreement constitutes the complete agreement between
531the parties and supersedes all prior or contemporaneous discussions,
532representations, and proposals, written or oral, with respect to the subject
533matters discussed herein, with the exception of the non-disclosure agreement
534executed by the parties in connection with this Agreement ("Non-Disclosure
535Agreement"), if any, shall be subject to Section 13. No modification of this
536Agreement shall be effective unless contained in a writing executed by an
537authorized representative of each party. No term or condition contained in
538Licensee's purchase order shall apply unless expressly accepted by The Qt
539Company in writing. If any provision of the Agreement is found void or
540unenforceable, the remainder shall remain valid and enforceable according to its
541terms. If any remedy provided is determined to have failed for its essential
542purpose, all limitations of liability and exclusions of damages set forth in
543this Agreement shall remain in effect.
544
54516.6 Force Majeure Neither party shall be liable to the other for any delay or
546non-performance of its obligations hereunder other than the obligation of paying
547the license fees in the event and to the extent that such delay or non-
548performance is due to an event of Force Majeure (as defined below). If any event
549of Force Majeure results in a delay or non-performance of a party for a period
550of three (3) months or longer, then either party shall have the right to
551terminate this Agreement with immediate effect without any liability (except for
552the obligations of payment arising prior to the event of Force Majeure) towards
553the other party. A "Force Majeure" event shall mean an act of God, terrorist
554attack or other catastrophic event of nature that prevents either party for
555fulfilling its obligations under this Agreement.
556
55716.7 Notices Any notice given by one party to the other shall be deemed properly
558given and deemed received if specifically acknowledged by the receiving party in
559writing or when successfully delivered to the recipient by hand, fax, or special
560courier during normal business hours on a business day to the addresses
561specified below. Each communication and document made or delivered by one party
562to the other party pursuant to this Agreement shall be in the English language
563or accompanied by a translation thereof. Notices to The Qt Company shall be
564given to: The Qt Company Ltd Attn: Legal Valimotie 21 FI-00380 Helsinki Finland
565Fax: +358 10 313 3700 16.8 Export Control Licensee acknowledges that the
566Licensed Software may be subject to export control restrictions of various
567countries. Licensee shall fully comply with all applicable export license
568restrictions and requirements as well as with all laws and regulations relating
569to the importation of the Licensed Software and/or Modified Software and/or
570Applications and shall procure all necessary governmental authorizations,
571including without limitation, all necessary licenses, approvals, permissions or
572consents, where necessary for the re- exportation of the Licensed Software,
573Modified Software or Applications.
574
57516.9 Governing Law and Legal Venue This Agreement shall be construed and
576interpreted in accordance with the laws of Finland, excluding its choice of law
577provisions. Any disputes, controversy or claim arising out of or relating to
578this Agreement, or the breach, termination or validity thereof shall be shall be
579finally settled by arbitration in accordance with the Arbitration Rules of the
580Central Chamber of Commerce of Finland. The arbitration tribunal shall consist
581of one (1), or if either Party so requires, of three (3), arbitrators. The award
582shall be final and binding and enforceable in any court of competent
583jurisdiction. The arbitration shall be held in Helsinki, Finland and the process
584shall be conducted in the English language.
585
58616.10 No Implied License There are no implied licenses or other implied rights
587granted under this Agreement, and all rights, save for those expressly granted
588hereunder, shall remain with The Qt Company and its licensors. In addition, no
589licenses or immunities are granted to the combination of the Licensed Software
590and/or Modified Software, as applicable, with any other software or hardware not
591delivered by The Qt Company under this Agreement.
592
593Appendix 1: Licensed Software
594
5951. Parts of the Licensed Software that are permitted for distribution
596("Redistributables") - The Licensed Software's essential and add-on libraries as
597listed in the License Certificate in object code form - The Licensed Software's
598configuration tool ("qtconfig") - The Licensed Software's help tool in object
599code/executable form ("Qt Assistant") - The Licensed Software's
600internationalization tools in object code/executable form ("Qt Linguist",
601"lupdate", "lrelease") - The Licensed Software's designer tool ("Qt Designer")
602- The Licensed Software's IDE tool ("Qt Creator"), excluding any parts or
603plug-ins which are delivered to Licensee only in object code - The Licensed
604Software's QML ("Qt Quick") launcher tool ("qmlscene" and "qmlviewer") in object
605code/executable form - The Licensed Software's installer framework
606
6072. Parts of the Licensed Software that are not permitted for distribution
608without a separate SDK distribution license agreement include, but are not
609limited to - The Licensed Software's source code and header files - The Licensed
610Software's documentation - The Licensed Software's documentation generation tool
611("qdoc") - The Licensed Software's tool for writing makefiles ("qmake") - The
612Licensed Software's Meta Object Compiler ("moc") - The Licensed Software's User
613Interface Compiler ("uic" or in the case of Qt Jambi: "juic") - The Licensed
614Software's Resource Compiler ("rcc") - The Licensed Software's generator (only
615in the case of Qt Jambi if applicable) - The Licensed Software's parts of the
616IDE tool ("Qt Creator") that are delivered to Licensee only in object code - The
617Licensed Software's Emulator - Build scripts, recipes and other material for
618creating the configuration of Licensed Software and/or 3rd party components,
619including the reference operating system configuration delivered in conjunction
620with the Licensed Software
621
622Appendix 2: Distribution Licensing
623
624I - Definitions The terms used in this Appendix 3 shall have the same meaning as
625defined in the main part of the Agreement. "Sublicensed Software" shall mean the
626Licensed Software, which is sublicensed to end-users (Sublicensees) in
627accordance with Section 5.2 of the Agreement. "Sublicensee" shall mean the
628end-user to which the Sublicensed Software is licensed. "Sublicense" shall mean
629the license given by Licensee to Sublicensee in accordance with Section 5.2 of
630the Agreement and this Appendix 3. II - Sublicensing The sublicensing referred
631to in Section 5.2 of the Agreement must satisfy the criteria set forth under
632sections 1 - 11 below: 1. Source code. Only the object code of the Sublicensed
633Software may be sublicensed. Unless authorized in a separate agreement with The
634Qt Company, the source code may not be sublicensed. 2. End-User Documentation.
635Sublicensee may be given the right to use the end-user Documentation, provided
636that such rights are limited to use in connection with the Sublicensed Software.
637Whenever the context reasonably permits, any reference in this Appendix to
638Sublicensed Software shall also apply to the end-user Documentation. 3.
639Limitations on Numbers of Computers and Processors. The Sublicensee's right to
640use the Sublicensed Software must be limited so that each Sublicense can only be
641used on a single computer or processor within the possession and control of the
642Sublicensee. Each Sublicense may not withstanding the foregoing also cover
643additional computers or processors, but in such case, each additional computer
644or processor covered by the Sublicense shall require Licensee's purchase of one
645additional Distribution license from The Qt Company. 4. Limits on Use,
646Distribution and Derivative Works. The Sublicense and Sublicensee's rights must
647be limited to Sublicensee's internal use purposes only and must not include any
648license, right or authorization to distribute or disclose any copy or portion of
649the Sublicensed Software to any other person. Sublicensee must not be given the
650right to modify or create derivative works based on the Sublicensed Software,
651and it must be stated explicitly in the Sublicense that such modification or
652creation is prohibited.
653
6545. Copies. Sublicensee may be given the right to make copies of the Sublicensed
655Software, provided that any such copy: (a) is created as an essential step in
656the utilization of Sublicensed Software in accordance with the Sublicense, or
657(b) is only for archival purposes to back-up the licensed use of Sublicensed
658Software. Sublicensee may also be given the right to make copies of Sublicensed
659Software to the extent reasonably needed to exercise rights under the
660Sublicense. Sublicensee must be obliged under the Sublicense to make sure that
661all The Qt Company trademark, copyright and intellectual property notices are
662faithfully reproduced and included on copies made by Sublicensee. Sublicensee
663may be given the right to make copies of the Documentation, but only as
664reasonably needed to facilitate the use of Sublicensed Software. Sublicensee may
665not be given the right to make any other copies of Licensed Software or
666Documentation unless and except as permitted by The Qt Company in a separate,
667written agreement. 6. Other Versions and Updates. If Licensee is entitled to
668Updates in accordance with Section 12of the Agreement, such Updates may also be
669sublicensed, subject to the terms and conditions found in this Appendix 3. 7.
670Protection of Sublicensed Software. Except as expressly permitted in this
671Appendix 3 (or in another written agreement with The Qt Company), Sublicensee
672must not be given any rights to modify or create derivative works based on
673Sublicensed Software, or reproduce Sublicensed Software, or distribute any
674copies of Sublicensed Software, or disclose any Sublicensed Software to any
675third party, or decompile, disassemble or otherwise reverse engineer Sublicensed
676Software, or use any Sublicensed Software or information learned therefrom.
677Sublicensee must as part of the contractual terms in the Sublicense acknowledge
678that The Qt Company and its licensors own the copyrights and other intellectual
679property in and to the Sublicensed Software. 8. Disclaimers Of Warranties.
680Licensee may not give any warranties regarding the Sublicensed Software to
681Sublicensee on behalf of The Qt Company. 9. Responsibility of Sublicensee.
682Sublicensee shall, as part of the Sublicense, be made responsible for decisions
683made and actions taken based on Sublicensed Software. Sublicensee shall as part
684of the contractual terms of the Sublicense be made aware that the Sublicensed
685Software is not designed, intended or licensed for use in or with systems,
686devices or products intended for surgical implant into the body or other
687applications intended to support or sustain life or for any aviation or nuclear
688reactor application or any other application in which the software or its
689failure, malfunction or inadequacy could directly or indirectly cause or
690contribute to personal injury or death or significant property damage. It shall
691further be stated in the Sublicense that it is Sublicensee's responsibility to
692ascertain the suitability of Sublicensed Software for any situation or
693application. It shall also be stated that the Sublicense defines a mutually
694agreed-upon allocation of risk and the Sublicense fees reflect such allocation
695of risk. 10. Termination. Licensee shall, as part of the terms of the
696Sublicense, be entitled to terminate the Sublicense granted to Sublicensee if
697Sublicensee breaches terms and conditions set to comply with this Appendix 3.
698The Qt Company may instruct Licensee to terminate the Sublicense without undue
699delay if termination is warranted in accordance with the foregoing. Upon
700termination of the Sublicense, Sublicensee shall be obliged to immediately cease
701all use of Sublicensed Software and to destroy all copies of Sublicensed
702Software within the possession or control of Sublicensee. 11. Mandatory law. The
703requirements above shall not apply to the extent they contravene mandatory
704provisions of the law governing the Sublicense, but in such case, The Qt Company
705shall be notified about the changes.
706