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-Qt FOR DEVICE CREATION LICENSE AGREEMENT
-Agreement version 1.5
-
-This Qt for Device Creation License Agreement ("Agreement") is a legal agreement
-between The Qt Company Ltd ("The Qt Company") with its registered office at
-Valimotie 21, 00380 Helsinki, Finland, and you (either an individual or a legal
-entity) ("Licensee") for the Licensed Software (as defined below).
-
-1. DEFINITIONS "Affiliate" of a Party shall mean an entity (i) which is directly
-or indirectly controlling such Party; (ii) which is under the same direct or
-indirect ownership or control as such Party; or (iii) which is directly or
-indirectly owned or controlled by such Party. For these purposes, an entity
-shall be treated as being controlled by another if that other entity has fifty
-percent (50 %) or more of the votes in such entity, is able to direct its
-affairs and/or to control the composition of its board of directors or
-equivalent body. "Applications" shall mean Licensee's software products created
-using the Licensed Software which may include portions of the Licensed Software.
-"Customers" shall mean the third parties to whom Licensee directly or indirectly
-distributes copies of the Licensed Software. "Deployment Platforms" shall mean
-those operating systems in which the Licensed Software can be distributed on
-according to the terms and conditions of this Agreement, especially Section 5.2.
-"Designated User(s)" shall mean the employee(s) of Licensee acting within the
-scope of their employment or Licensee's consultant(s) or contractor(s) acting
-within the scope of their services for Licensee and on behalf of Licensee.
-"Development Platforms" shall mean those operating systems in which the Licensed
-Software can be used only for designing, developing and testing Applications,
-but not distributed in any form or used for any other purpose. "Devices" shall
-mean devices or products that 1) are manufactured, sold or distributed by
-Licensee that include the Licensed Software, and 2) fulfill the definition of a
-Joint Hardware and Software Distribution. "Initial Term" shall mean the period
-of time one (1) year from the later of (a) the Effective Date; or (b) the date
-the Licensed Software was initially delivered to Licensee by The Qt Company. If
-no specific Effective Date is set forth in the Agreement, the Effective Date
-shall be deemed to be the date the Licensed Software was initially delivered to
-Licensee. "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, copyright, trademark and any
-other form of statutory protection of any kind and applications for any of the
-foregoing as well as any trade secrets. "Joint Hardware and Software
-Distribution" shall mean either: (i) distribution of a hardware device where, in
-its final end user configuration, the main user interface or substantial
-functionality of the device is provided by Application(s) created by Licensee or
-others, using Licensed Software or Licensed Software based software product, and
-depends on the Licensed Software or an open source version of Qt or any Qt based
-software product; or (ii) distribution of the Licensed Software with a device
-designed to facilitate the installation of the Licensed Software onto the same
-device where the main user interface or substantial functionality of such device
-is provided by Application(s) created by Licensee or others, using the Licensed
-Software, and depends on the Licensed Software. "License Certificate" shall mean
-the document accompanying the Licensed Software which specifies the modules
-which are licensed under the Agreement, Development Platforms, Deployment
-Platforms and Designated Users. "License Fee" shall mean the fee charged to
-Licensee for (i) each copy of the Licensed Software purchased, as well as (ii)
-reproduction and distribution of Licensed Software under the terms of this
-Agreement. "License Packs" shall mean set of prepaid Distribution Licenses, as
-defined in Section 5.2 b). "Licensed Software" shall mean the computer software,
-"online" or electronic documentation, associated media and printed materials,
-including the source code, example programs and the documentation delivered by
-The Qt Company to Licensee in conjunction with this Agreement. Licensed Software
-does not include Third Party Software (as defined in Section 7). "Modified
-Software" shall mean modifications made to the Licensed Software by Licensee.
-"Nokia" shall mean Nokia Corporation, a corporation incorporated under the laws
-of Finland, having its registered office at PO box 226, 00045 Nokia Group,
-Finland (visiting address Karakaari 7, 02610 Espoo, Finland) and registered with
-the Finnish Trade Register under business ID 0112038-9 and acting on behalf of
-its respective Affiliates. "Online Services" shall mean any services or access
-to systems provided by The Qt Company to the Licensee over Internet in
-conjunction with the Licensed Software or for the purpose of use by the Licensee
-of the Licensed Software or Support. Using some of the Online Services may be
-subject to additional fees. "Party or Parties" shall mean Licensee and/or The Qt
-Company. "Redistributables" shall mean the portions of the Licensed Software set
-forth in Appendix 1, Section 1 that may be distributed with or as part of
-Applications in object code form. "Renewal Term" shall mean a time period of
-twelve months calculated from the end of the Initial Term, or from end of the
-previous Renewal Term. "Support" shall mean standard developer support that is
-provided by The Qt Company to assist eligible Designated Users in using the
-Licensed Software in accordance with its established standard support
-procedures. "Updates" shall mean a release or version of the Licensed Software
-containing enhancements, new features, bug fixes, error corrections and other
-changes that are generally made available to users of the Licensed Software that
-have contracted for maintenance and support.
-
-2. OWNERSHIP 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. To the extent
-Licensee submits bug fixes or error corrections, including information related
-thereto, Licensee hereby grants The Qt Company a sublicensable, irrevocable,
-perpetual, worldwide, non-exclusive, royalty-free and fully paid-up copyright
-and trade secret license to reproduce, adapt, translate, modify, and prepare
-derivative works of, publicly display, publicly perform, sublicense, make
-available and distribute error corrections and bug fixes, including derivative
-works thereof. All The Qt Company's and/or its licensors' trademarks, service
-marks, trade names, logos or other words or symbols are and shall remain the
-exclusive property of The Qt Company or its licensors respectively.
-
-3. MODULES Some of the files in the Licensed Software have been grouped into
-modules. These files contain specific notices defining the module of which they
-are a part. The modules licensed to Licensee are specified in the License
-Certificate accompanying the Licensed Software. The terms of the License
-Certificate are considered part of the Agreement. In the event of inconsistency
-or conflict between the language of this Agreement and the License Certificate,
-the provisions of this Agreement shall govern. 4. VALIDITY OF THE AGREEMENT By
-installing, copying, or otherwise using the Licensed Software, Licensee agrees
-to be bound by the terms of this Agreement. If Licensee does not agree to the
-terms of this Agreement, Licensee should not install, copy, or otherwise use the
-Licensed Software. In addition, by installing, copying, or otherwise using any
-Updates or other components of the Licensed Software that Licensee receives
-separately as part of the Licensed Software, Licensee agrees to be bound by any
-additional license terms that accompany such Updates, if any. If Licensee does
-not agree to the additional license terms that accompany such Updates, Licensee
-should not install, copy, or otherwise use such Updates. Upon Licensee's
-acceptance of the terms and conditions of this Agreement, The Qt Company grants
-Licensee the right to use the Licensed Software in the manner provided below.
-
-5. LICENSES 5.1 Using, Modifying and Copying The Qt Company grants to Licensee a
-non-exclusive, non-transferable, perpetual license to use, modify and copy the
-Licensed Software for Designated Users specified in the License Certificate for
-the sole purposes of: (i) designing, developing, and testing Application(s);
-(ii) modifying the Licensed Software as limited by section 8 below; and (iii)
-compiling the Licensed Software and/or Modified Software source code into object
-code. Licensee may install copies of the Licensed Software on an unlimited
-number of computers provided that only the Designated Users 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, provided that a) the
-then-current Designated User has not been designated as a replacement during the
-last six (6) months; and b) there is no more than the specified number of
-Designated Users at any given time.
-
-5.2 Right for Redistribution a) License for creating Applications For the
-purpose of creating Applications The Qt Company grants Licensee a non-exclusive,
-royalty-free right to reproduce and distribute the object code form of
-Redistributables (listed in Appendix 1, Section 1) for execution on the
-specified Deployment Platforms, excluding the Joint Hardware and Software
-Distribution. Copies of Redistributables may only be distributed with and for
-the sole purpose of executing Applications permitted under this Agreement that
-Licensee has created using the Licensed Software. Under no circumstances may any
-copies of Redistributables be distributed separately. This Agreement does not
-give Licensee any rights to distribute any of the parts of the Licensed Software
-listed in Appendix 1, Section 2, neither as a whole nor as parts or snippets of
-code. Licensee may not distribute, transfer, assign or otherwise dispose of
-Applications and/or Redistributables, in binary/compiled form, or in any other
-form, if such action is part of a Joint Software and Hardware Distribution,
-except as provided in Section 5.2b) below. b) License for creating Devices For
-the purpose of creating Devices The Qt Company grants to Licensee a
-non-exclusive, non-transferable license to (a) install copies of the compiled
-Licensed Software (in object code form only) in Devices and/or bundle or
-integrate copies of the Licensed Software (in object code form only) into or
-with Devices and other services; (b) distribute Licensed Software (in object
-code form only) to one or more tiers of distributors as incorporated or
-integrated in Devices; and (c) sublicense the Licensed Software (in object code
-form only), as incorporated or integrated in Devices, to end users under
-Licensee's standard terms and conditions, which must meet the requirements set
-out in Appendix 2 (collectively, the "Distribution License"). This Distribution
-License does not entitle Licensee to receive, or grant Licensee any rights with
-respect to any source code. Should any third party that has received a product,
-software and/or a sublicense from Licensee in accordance with the provisions
-above, wish to use the product and sublicensed software in a manner not
-warranted in Appendix 2, such third party must request a licensing agreement for
-this purpose directly from The Qt Company. Licensee may also reproduce and
-distribute the Licensed Software (in object code form only) under the
-Distribution License independent of the Device, (i.e. the Licensed Software may
-be reproduced and distributed by Licensee to others as a stand-alone or
-independent product or for use independent of the Device). The Distribution
-License provided under this Section 5.2b) is conditional, subject to Licensee´s
-full compliance of Section 14 of this Agreement. All reproduction and
-distribution of the Licensed Software or any portion thereof requires the
-payment of License Fees from Licensee to The Qt Company. The licenses granted in
-this Section by The Qt Company to Licensee are subject to Licensee's compliance
-with Section 5.3 of this Agreement. c) For the avoidance of doubt, should the
-Licensee wish to distribute Licensed Software as a part of software development
-kit (SDK) for the purpose of developing Applications by Licensee´s customers
-for Licensee´s products, such distribution is subject to a separate Qt SDK
-distribution license agreement to be concluded with The Qt Company. 5.3 Further
-Requirements It is expressly acknowledged and understood by Licensee, that
-Licensee is strictly prohibited from using or licensing Licensed Software for
-creation of mobile phones or tablet computers targeted for consumer end users.
-The aforementioned shall not prohibit Licensee from using Licensed Software for
-the purpose of creating Applications for any devices, including mobile phones
-and tablet computers. Notwithstanding anything contrary to this Agreement, it is
-expressly acknowledged and understood by Licensee, that Nokia shall hereby be
-named as a third party beneficiary under this Agreement with respect to this
-Section 5.3. Therefore, Nokia shall have the same rights as The Qt Company under
-this Agreement with respect to this Section 5.3, and shall be entitled to
-exercise such rights independent from The Qt Company. The licenses granted in
-this Section 5 by The Qt Company to Licensee are subject to Licensee's
-compliance with Section 8 of this Agreement.
-
-6. VERIFICATION The Qt Company or a certified auditor on The Qt Company's
-behalf, may, upon its reasonable request and at its expense, audit Licensee with
-respect to the use of the Licensed Software. Such audit may be conducted by
-mail, electronic means or through an in-person visit to Licensee's place of
-business. Any such in-person audit shall be conducted during regular business
-hours at Licensee's facilities and shall not unreasonably interfere with
-Licensee's business activities. The Qt Company will not remove, copy, or
-redistribute any electronic material during the course of an audit. If an audit
-reveals that Licensee is using the Licensed Software in a way that is in
-material violation of the terms of the Agreement, then Licensee shall pay The Qt
-Company's reasonable costs of conducting the audit. In the case of a material
-violation, Licensee agrees to pay The Qt Company any amounts owing that are
-attributable to the unauthorized use. Alternatively, The Qt Company reserves the
-right, at The Qt Company's sole option, to terminate the licenses for the
-Licensed Software.
-
-7. 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 along with the
-Licensed Software delivery as a convenience for development and testing only.
-Such source code and libraries may be listed in the ".../src/3rdparty" source
-tree delivered with the Licensed Software or documented in the Licensed Software
-where the Third Party Software is used, as may be amended from time to time, do
-not comprise the Licensed Software. Licensee acknowledges (i) that some part of
-Third Party Software may require additional licensing of copyright and patents
-from the owners of such, and (ii) that distribution of any of the Licensed
-Software referencing any portion of a Third Party Software may require
-appropriate licensing from such third parties.
-
-8. CONDITIONS FOR CREATING APPLICATIONS The licenses granted in this Agreement
-for Licensee to create, modify and distribute Applications is subject to all of
-the following conditions: (i) all copies of the Applications Licensee creates
-must bear a valid copyright notice either Licensee's own or the copyright notice
-that appears on the Licensed Software; (ii) Licensee may not remove or alter any
-copyright, trademark or other proprietary rights notice contained in any portion
-of the Licensed Software including but not limited to the About Boxes; (iii)
-Licensee will indemnify and hold The Qt Company, its Affiliates, contractors,
-and its suppliers, harmless from and against any claims or liabilities arising
-out of the use, reproduction or distribution of Applications; (iv) Applications
-must be developed using a licensed, registered copy of the Licensed Software;
-(v) Applications must add primary and substantial functionality to the Licensed
-Software; (vi) Applications may not pass on functionality which in any way makes
-it possible for others to create software with the Licensed Software; however
-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); (vii) Licensee may
-create Modified Software that breaks the source or binary compatibility with the
-Licensed Software. This includes, but is not limited to, changing the
-application programming interfaces ("API") by adding, changing or deleting any
-variable, method, or class signature in the Licensed Software, the inter-process
-QCop specification, and/or any inter-process protocols, services or standards in
-the Licensed Software libraries. To the extent that Licensee breaks source or
-binary compatibility with the Licensed Software, Licensee acknowledges that The
-Qt Company's ability to provide Support may be prevented or limited and
-Licensee's ability to make use of Updates may be restricted; (viii) Applications
-may not compete with the Licensed Software; (ix) Licensee may not use The Qt
-Company's or any of its suppliers' names, logos, or trademarks to market
-Applications, except to state that Licensee's Application(s) was developed using
-the Licensed Software; and (x) each Designated User creating the Application(s)
-needs to have a separate license for the Licensed Software. NOTE: If Licensee,
-or another third party, has, at any time, developed all (or any portions of) the
-Application(s) using an open source version of Qt 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"), Licensee may not combine
-such development work with the Licensed Software without an express written
-permission from The Qt Company, and must license such Application(s) (or any
-portions derived there from) under the terms of such applicable version of LGPL
-(Qt only) or GPL (Qt, Qtopia and Qt Extended) . Copies of the licenses referred
-to above are located at http://www.gnu.org/licenses/old-licenses/lgpl- 2.1.html,
-https://www.gnu.org/licenses/lgpl.html,
-http://www.fsf.org/licensing/licenses/info/GPLv2.html, and
-http://www.gnu.org/copyleft/gpl.html. 9. PRE-RELEASE CODE The Licensed Software
-may contain pre-release code and functionality marked or otherwise stated as
-"Technology Preview", "Alpha", "Beta" or similar. Such pre-release code may be
-present in order to provide experimental support for new platforms or
-preliminary version of new functionality. The pre-release code is not at the
-level of performance and compatibility of a final, generally available, product
-offering. The pre- release parts of the Licensed Software may not operate
-correctly and may be substantially modified 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 pre-release code must not be used for commercial purposes
-or in a live operating environment where it may be relied upon to perform in the
-same manner as a commercially released product or with data that has not been
-sufficiently backed up.
-
-10. LIMITED WARRANTY AND WARRANTY DISCLAIMER The Qt Company hereby represents
-and warrants with respect to the Licensed Software that it has the power and
-authority to grant the rights and licenses granted to Licensee under this
-Agreement. Except as set forth above, the Licensed Software is licensed to
-Licensee "as is". TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE QT
-COMPANY ON BEHALF OF ITSELF AND ITS LICENSORS, SUPPLIERS AND AFFILIATES,
-DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO,
-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 IS WITHOUT DEFECT OR ERROR OR THAT THE OPERATION THEREOF WILL BE
-UNINTERRUPTED. ALL USE OF AND RELIANCE ON THE LICENSED SOFTWARE IS AT THE SOLE
-RISK OF AND RESPONSIBILITY OF LICENSEE. 11. LIMITATION OF LIABILITY AND OTHER
-COVENANTS 11.1 Risk Allocation If, The Qt Company's warranty disclaimer
-notwithstanding, The Qt Company is held to be liable to Licensee whether in
-contract, tort, or any other legal theory, based on the Licensed Software, The
-Qt Company's entire liability to Licensee and Licensee's exclusive remedy shall
-be, at The Qt Company's option, either (a) return of the price Licensee paid for
-the Licensed Software, or (b) repair or replacement of the Licensed Software,
-provided Licensee returns all copies of the Licensed Software to The Qt Company
-as originally delivered to Licensee. EXCEPT FOR INJURY TO PERSONS OR IN CASES OF
-INTENTIONAL MISCONDUCT AND IN CASE OF THE LICENSEE WITH RESPECT TO AMOUNTS
-PAYABLE UNDER SECTION 14 OR LICENSEE'S MATERIAL BREACH OF THIS AGREEMENT AND TO
-THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE
-TO THE OTHER PARTY IN CONTRACT, TORT OR OTHERWISE, WHATEVER THE CAUSE THEREOF,
-FOR ANY LOSS OF PROFIT, LOSS OF DATA, LOSS OF BUSINESS OR GOODWILL OR ANY
-INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE COST, DAMAGES OR
-EXPENSE OF ANY KIND, HOWSOEVER ARISING UNDER OR IN CONNECTION WITH THIS
-AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LIABILITY FOR SUCH
-DAMAGE SHALL BE EXCLUDED, EVEN IF THE EXCLUSIVE REMEDIES PROVIDED FOR IN THIS
-AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE. EXCEPT FOR INJURY TO PERSONS OR IN
-CASES OF INTENTIONAL MISCONDUCT AND IN CASE OF THE LICENSEE WITH RESPECT TO
-AMOUNTS PAYABLE UNDER SECTION 14 OR LICENSEE'S MATERIAL BREACH OF THIS AGREEMENT
-AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY'S
-TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE AGGREGATE LICENSE FEES
-RECEIVED FROM LICENSEE FOR THE LICENSED SOFTWARE DURING THE PERIOD OF TWELVE
-(12) MONTHS IMMEDIATELY PRECEDING THE EVENT RESULTING IN SUCH LIABILITY. THE
-PROVISIONS OF THIS SECTION 11 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 11.2 No Third
-Party Representations, Warranties or Transfers Licensee shall make no
-representations or warranties concerning the Licensed Software on behalf of The
-Qt Company, nor shall Licensee sell, transfer, publish, disclose, display or
-otherwise make available the Licensed Software, or copies thereof, to any third
-party except as specifically set forth herein or in another written agreement
-with 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. 11.3
-Licensee´s Indemnification Licensee shall indemnify and hold harmless The Qt
-Company and its officers, directors, employees, representative, licensors, and
-suppliers from and against any claim, injury, judgment, settlement, loss or
-expense, including attorneys' fees, arising as a consequence of: (a) Licensee's
-breach of its warranties or any other provisions of this Agreement, including,
-but not limited to, (i) the failure of Licensee to comply with the provisions of
-this Section 11, (ii) any misrepresentations of Licensee in connection with The
-Qt Company or the Licensed Software, and (iii) any other wrongful conduct of
-Licensee, its employees, representatives, agents, or (b) the Device. 12.
-SUPPORT, UPDATES AND ONLINE SERVICES Licensee will be eligible to receive
-Support and Updates and to use the Online Services during the Initial Term, in
-accordance with The Qt Company's then current policies and procedures, if any.
-Such policies and procedures may be changed from time to time. Following the
-Initial Term, The Qt Company shall no longer make the Licensed Software,
-Support, Updates or Online Services available to Licensee unless Licensee
-purchases additional Support, Updates and Online Services according to this
-Section 12 below. Licensee shall be responsible for providing service and
-support to Licensee's Customers with respect to the Licensed Software. Licensee,
-as appropriate, shall inform Licensee's Customers that all requests for support
-or service are to be made to Licensee, and not to The Qt Company. Updates shall
-be considered to be Licensed Software and governed by this Agreement as such,
-unless The Qt Company designates that a different agreement shall govern.
-Licensee shall be responsible for distributing patches and fixes to Customers if
-and as The Qt Company reasonable requests. Licensee may purchase additional
-Support, Updates and Online Services following the Initial Term or the currently
-ongoing Renewal Term subject to The Qt Company's terms and conditions applicable
-at the time of renewal. 13. CONFIDENTIALITY Each party acknowledges that during
-the Initial Term of this Agreement it shall have access to information about the
-other party's business, business methods, business plans, customers, business
-relations, technology, and other information, including the terms of this
-Agreement, that is confidential and of great value to the other party, and the
-value of which would be significantly reduced if disclosed to third parties
-("Confidential Information"). Accordingly, when a party (the "Receiving Party")
-receives Confidential Information from another party (the "Disclosing Party"),
-the Receiving Party shall, and shall obligate its employees and agents and
-employees and agents of its Affiliates to: (i) maintain the Confidential
-Information in strict confidence; (ii) not disclose the Confidential Information
-to a third party without the Disclosing Party's prior written approval; and
-(iii) not, directly or indirectly, use the Confidential Information for any
-purpose other than for exercising its rights and fulfilling its responsibilities
-pursuant to this Agreement. Each party shall take reasonable measures to protect
-the Confidential Information of the other party, which measures shall not be
-less than the measures taken by such party to protect its own confidential and
-proprietary information. "Confidential Information" shall not include
-information that (a) is or becomes generally known to the public through no act
-or omission of the Receiving Party; (b) was in the Receiving Party's lawful
-possession prior to the disclosure hereunder and was not subject to limitations
-on disclosure or use; (c) is developed by employees of the Receiving Party or
-other persons working for the Receiving Party who have not had access to the
-Confidential Information of the Disclosing Party, as proven by the written
-records of the Receiving Party or by persons who have not had access to the
-Confidential Information of the Disclosing Party as proven by the written
-records of the Receiving Party; (d) is lawfully disclosed to the Receiving Party
-without restrictions, by a third party not under an obligation of
-confidentiality; or (e) the Receiving Party is legally compelled to disclose the
-information, in which case the Receiving Party shall assert the privileged and
-confidential nature of the information and cooperate fully with the Disclosing
-Party to protect against and prevent disclosure of any Confidential Information
-and to limit the scope of disclosure and the dissemination of disclosed
-Confidential Information by all legally available means. The obligations of the
-Receiving Party under this Section shall continue during the Initial Term and
-for a period of five (5) years after expiration or termination of this
-Agreement. To the extent that the terms of the Non-Disclosure Agreement between
-The Qt Company and Licensee conflict with the terms of this Section 13, this
-Section 13 shall be controlling over the terms of the Non-Disclosure Agreement.
-
-14 FEES, ORDERS, DELIVERY AND PAYMENT 14.1 DISTRIBUTION LICENSE FEES The
-Distribution License provided under Section 5.2b) is conditional on the Licensee
-purchasing the needed amount of Distribution Licenses separately from The Qt
-Company before distributing Devices to Customers. Distribution licenses are sold
-in License Packs subject to a fee. The License Fee for a Distribution License
-purchased by Licensee cannot be refunded or claimed as a credit, even on the
-ground that it is not distributed, by sale or otherwise, from Licensee to
-Customers or for any other reason. Licensee will have an account of Distribution
-Licenses that will be applied to each copy of Licensed Software that is bundled
-or integrated with any of the Devices or that is distributed to Customers.
-Licensee may bundle, integrate and distribute copies of the Licensed Software so
-long as Licensee has Distribution Licenses paid for, but not yet used. Each time
-Licensee bundles, integrates or distributes a copy of Licensed Software, then
-one Distribution License is used, and Licensee's account of available
-Distribution Licenses is decreased accordingly. 14.2 DISTRIBUTION LICENSES
-ORDERED Licensee shall submit all purchase orders for Distribution Licenses to
-The Qt Company either by fax or mail or any other method acceptable to The Qt
-Company (each such order is referred to herein as a "Purchase Order"). If The Qt
-Company wishes to accept the Purchase Order, The Qt Company may then confirm and
-return the Purchase Order to Licensee, whereupon the Purchase Order shall become
-binding between the Parties. In the event of conflict or inconsistency between
-this Agreement and a Purchase Order, this Agreement shall control. 14.3 PAYMENT
-TERMS The Qt Company will submit an invoice to Licensee any time after The Qt
-Company receives a subsequent purchase order(s) from Licensee, and delivers the
-goods or services described in the Agreement or purchase order to Licensee.
-Licensee's payments for the Licensed Software and any other charges under this
-Agreement shall be paid by Licensee no later than thirty (30) days from the time
-The Qt Company mails its invoices to Licensee. A late payment charge of the
-lower of (a) one percent per month; or (b) the highest interest rate allowed by
-applicable law, shall be charged on unpaid balances that remain past due for
-more than thirty (30) days. The Qt Company shall have the right to suspend,
-terminate or withhold Distribution Licenses, License Certificates, deliveries
-and/or services should Licensee fail to make payment in a timely fashion.
-Licensee shall at all times maintain accurate and up-to-date written records of
-the number of copies of the Licensed Software that Licensee installs in each
-Device(s). 14.4 TAXES All amounts payable are gross amounts but exclusive of any
-value added tax, use tax, sales tax or similar tax. Licensee shall be entitled
-to withhold from payments any applicable withholding taxes and comply with all
-applicable tax and employment legislation. Each party shall pay all taxes
-(including, but not limited to, taxes based upon its income) or levies imposed
-on it under applicable laws, regulations and tax treaties as a result of this
-Agreement and any payments made hereunder (including those required to be
-withheld or deducted from payments). Each party shall furnish evidence of such
-paid taxes as is sufficient to enable the other party to obtain any credits
-available to it, including original withholding tax certificates. 15
-RECORD-KEEPING AND REPORTING OBLIGATIONS; AUDIT RIGHTS 15.1 LICENSEE'S
-RECORD-KEEPING Licensee shall at all times maintain accurate and up-to-date
-written records of Licensee's activities related to the Licensed Software and
-Distribution Licenses, including copying and distribution. The records shall be
-adequate to determine Licensee's compliance with the provisions of this
-Agreement and to demonstrate the number of Distribution Licenses of the Licensed
-Software distributed by Licensee. The records shall conform to good accounting
-practices commonly accepted in the industry and consistently applied. Licensee
-shall, within thirty (30) days from the end of each calendar quarter, deliver to
-The Qt Company a report detailing the number of copies of Licensed Software
-distributed by Licensee during that calendar quarter, and detailing also the
-number of undistributed copies of Licensed Software made by Licensee and
-remaining in its account (i.e., undistributed copies for which Distribution
-Licenses have been or need to be obtained from The Qt Company). Such report
-shall contain such other information as The Qt Company shall require from time
-to time. 15.2. THE QT COMPANY'S INSPECTION RIGHTS The Qt Company or an
-independent auditor on The Qt Company's behalf, may, upon at least five (5)
-business days' prior written notice and at its expense, audit Licensee with
-respect to the use of the Licensed, but not more frequently than once during
-each 6-month period. Such audit may be conducted by mail, electronic means or
-through an in-person visit to Licensee's place of business. Any such in-person
-audit shall be conducted during regular business hours at Licensee's facilities
-and shall not unreasonably interfere with Licensee's business activities. The Qt
-Company or the independent auditor shall be entitled to inspect Licensee's books
-and records that likely to contain information bearing on Licensee's compliance
-with this Agreement or the payments due to The Qt Company under this Agreement,
-including, but not limited to: assembly logs, sales records, distribution
-records ("Licensee's Records") The Qt Company shall not remove, copy, or
-redistribute any electronic material during the course of an audit. If an audit
-reveals that Licensee is using the Licensed Software in a way that is in
-material violation of the terms of the Agreement, then Licensee shall pay The Qt
-Company's reasonable costs of conducting the audit. In the case of a material
-violation, Licensee agrees to pay The Qt Company any amounts owing that are
-attributable to the unauthorized use. In the alternative, The Qt Company
-reserves the right, at The Qt Company's sole option, to terminate the licenses
-for the Licensed Software. 16. GENERAL PROVISIONS 16.1 Marketing The Qt Company
-may include Licensee's company name and logo in a publicly available list of The
-Qt Company customers and in its public communications.
-
-16.2 No Assignment Licensee shall not be entitled to assign or transfer all or
-any of its rights, benefits and obligations under this Agreement without the
-prior written consent of The Qt Company, which shall not be unreasonably
-withheld. The Qt Company shall be entitled to assign or transfer any of its
-rights, benefits or obligations under this Agreement on an unrestricted basis.
-
-16.3 Termination 16.3.1 Termination by The Qt Company The Qt Company shall have
-the right to terminate this Agreement upon thirty (30) days prior written notice
-if (i) the Licensee is in breach of any material obligation under this Agreement
-and the breaching Party fails to remedy such breach within such notice period;
-(ii) any Third Party Software license grant to The Qt Company terminates or
-expires; or (iii) Licensee or any of its Affiliates bring a suit before any
-court or administrative agency or otherwise assert a claim for infringement of
-Intellectual Property Rights owned or licensable by Licensee or its Affiliates
-against (a) The Qt Company or any of its Affiliates; or (b) any other recipient
-of a license from The Qt Company with respect to the Licensed Software; or (c)
-any contractor, customer or distributor of a Party listed above in a or b; where
-such suit or claim relates to the use of the Licensed Software. 16.3.2 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. 16.3.3 Parties´ Rights and Duties upon
-Termination 16.3.3.1 Licensed Software which has not been subject to
-Distribution Upon termination of the Licenses, Licensee shall cease using the
-Licensed Software and return to The Qt Company all copies of Licensed Software
-that were supplied by The Qt Company. All other copies of Licensed Software in
-the possession or control of Licensee must be erased or destroyed. An officer of
-Licensee must promptly deliver to The Qt Company a written confirmation that
-this has occurred. 16.3.3.2 Licensed Software which has been distributed in
-connection with Licensed Products Upon termination or expiration of this
-Agreement, the following rights granted hereunder, shall terminate, as follows:
-a) Licensee shall, within: (i) thirty (30) days if termination is based on
-Sections 16.3.1, 16.3.2, 15.2; or (ii) within six (6) months of the termination
-date, if termination is based on any other reason, discontinue all copying,
-embedding, production and distribution of any copies of the Licensed, and will
-cause any third parties who obtained from it the right to manufacture or
-distribution of copies of the Licensed Software to do likewise. b) Any
-termination of this Agreement shall not affect any rights of an end-user to use
-the Licensed Software. c) Licensee shall cease using the Licensed Software as
-provided for above, including without limitation all source code, master
-diskettes and tapes, user manuals for the Licensed Software and Documentation,
-and deliver such to The Qt Company and/or permanently destroy all copies of the
-Licensed Software and all materials relating to the Licensed Software, except
-that Licensee may retain and exploit only such copies of the Licensed Software
-as it may reasonably require in providing continued support to its end-user
-customers, and will certify that that is the case upon the request of the The Qt
-Company. 16.4 Surviving Sections Any terms and conditions that by their nature
-or otherwise reasonably should survive a cancellation or termination of this
-Agreement shall also be deemed to survive. The following Sections and
-Subsections of this Agreement shall survive its termination: 3, 10, 11, 13, 15,
-16.3, 16.9, but none of the licenses or rights granted to Licensee shall
-survive. Any obligation to make payment (including, without limitation, any
-obligation to pay License Fees, interest, and taxes) shall also survive
-termination of this Agreement and be paid in accordance with this Agreement.
-16.5 Entire Agreement This Agreement constitutes the complete agreement between
-the parties and supersedes all prior or contemporaneous discussions,
-representations, and proposals, written or oral, with respect to the subject
-matters discussed herein, with the exception of the non-disclosure agreement
-executed by the parties in connection with this Agreement ("Non-Disclosure
-Agreement"), if any, shall be subject to Section 13. No modification of this
-Agreement shall be effective unless contained in a writing executed by an
-authorized representative of each party. No term or condition contained in
-Licensee's purchase order shall apply unless expressly accepted by The Qt
-Company in writing. If any provision of the Agreement is found void or
-unenforceable, the remainder shall remain valid and enforceable according to its
-terms. If any remedy provided is determined to have failed for its essential
-purpose, all limitations of liability and exclusions of damages set forth in
-this Agreement shall remain in effect.
-
-16.6 Force Majeure Neither party shall be liable to the other for any delay or
-non-performance of its obligations hereunder other than the obligation of paying
-the license fees in the event and to the extent that such delay or non-
-performance is due to an event of Force Majeure (as defined below). If any event
-of Force Majeure results in a delay or non-performance of a party for a period
-of three (3) months or longer, then either party shall have the right to
-terminate this Agreement with immediate effect without any liability (except for
-the obligations of payment arising prior to the event of Force Majeure) towards
-the other party. A "Force Majeure" event shall mean an act of God, terrorist
-attack or other catastrophic event of nature that prevents either party for
-fulfilling its obligations under this Agreement.
-
-16.7 Notices Any notice given by one party to the other shall be deemed properly
-given and deemed received if specifically acknowledged by the receiving party in
-writing or when successfully delivered to the recipient by hand, fax, or special
-courier during normal business hours on a business day to the addresses
-specified below. Each communication and document made or delivered by one party
-to the other party pursuant to this Agreement shall be in the English language
-or accompanied by a translation thereof. Notices to The Qt Company shall be
-given to: The Qt Company Ltd Attn: Legal Valimotie 21 FI-00380 Helsinki Finland
-Fax: +358 10 313 3700 16.8 Export Control Licensee acknowledges that the
-Licensed Software may be subject to export control restrictions of various
-countries. Licensee shall fully comply with all applicable export license
-restrictions and requirements as well as with all laws and regulations relating
-to the importation of the Licensed Software and/or Modified Software and/or
-Applications 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 Licensed Software,
-Modified Software or Applications.
-
-16.9 Governing Law and Legal Venue This Agreement shall be construed and
-interpreted in accordance with the laws of Finland, excluding its choice of law
-provisions. Any disputes, controversy or claim arising out of or relating to
-this Agreement, or the breach, termination or validity thereof shall be shall be
-finally settled by arbitration in accordance with the Arbitration Rules of the
-Central Chamber of Commerce of Finland. The arbitration tribunal shall consist
-of one (1), or if either Party so requires, of three (3), arbitrators. The award
-shall be final and binding and enforceable in any court of competent
-jurisdiction. The arbitration shall be held in Helsinki, Finland and the process
-shall be conducted in the English language.
-
-16.10 No Implied License There are no implied licenses or other implied rights
-granted under this Agreement, and all rights, save for those expressly granted
-hereunder, shall remain with The Qt Company and its licensors. In addition, no
-licenses or immunities are granted to the combination of the Licensed Software
-and/or Modified Software, as applicable, with any other software or hardware not
-delivered by The Qt Company under this Agreement.
-
-Appendix 1: Licensed Software
-
-1. Parts of the Licensed Software that are permitted for distribution
-("Redistributables") - The Licensed Software's essential and add-on libraries as
-listed in the License Certificate in object code form - The Licensed Software's
-configuration tool ("qtconfig") - The Licensed Software's help tool in object
-code/executable form ("Qt Assistant") - The Licensed Software's
-internationalization tools in object code/executable form ("Qt Linguist",
-"lupdate", "lrelease") - The Licensed Software's designer tool ("Qt Designer")
-- The Licensed Software's IDE tool ("Qt Creator"), excluding any parts or
-plug-ins which are delivered to Licensee only in object code - The Licensed
-Software's QML ("Qt Quick") launcher tool ("qmlscene" and "qmlviewer") in object
-code/executable form - The Licensed Software's installer framework
-
-2. Parts of the Licensed Software that are not permitted for distribution
-without a separate SDK distribution license agreement include, but are not
-limited to - The Licensed Software's source code and header files - The Licensed
-Software's documentation - The Licensed Software's documentation generation tool
-("qdoc") - The Licensed Software's tool for writing makefiles ("qmake") - The
-Licensed Software's Meta Object Compiler ("moc") - The Licensed Software's User
-Interface Compiler ("uic" or in the case of Qt Jambi: "juic") - The Licensed
-Software's Resource Compiler ("rcc") - The Licensed Software's generator (only
-in the case of Qt Jambi if applicable) - The Licensed Software's parts of the
-IDE tool ("Qt Creator") that are delivered to Licensee only in object code - The
-Licensed Software's Emulator - Build scripts, recipes and other material for
-creating the configuration of Licensed Software and/or 3rd party components,
-including the reference operating system configuration delivered in conjunction
-with the Licensed Software
-
-Appendix 2: Distribution Licensing
-
-I - Definitions The terms used in this Appendix 3 shall have the same meaning as
-defined in the main part of the Agreement. "Sublicensed Software" shall mean the
-Licensed Software, which is sublicensed to end-users (Sublicensees) in
-accordance with Section 5.2 of the Agreement. "Sublicensee" shall mean the
-end-user to which the Sublicensed Software is licensed. "Sublicense" shall mean
-the license given by Licensee to Sublicensee in accordance with Section 5.2 of
-the Agreement and this Appendix 3. II - Sublicensing The sublicensing referred
-to in Section 5.2 of the Agreement must satisfy the criteria set forth under
-sections 1 - 11 below: 1. Source code. Only the object code of the Sublicensed
-Software may be sublicensed. Unless authorized in a separate agreement with The
-Qt Company, the source code may not be sublicensed. 2. End-User Documentation.
-Sublicensee may be given the right to use the end-user Documentation, provided
-that such rights are limited to use in connection with the Sublicensed Software.
-Whenever the context reasonably permits, any reference in this Appendix to
-Sublicensed Software shall also apply to the end-user Documentation. 3.
-Limitations on Numbers of Computers and Processors. The Sublicensee's right to
-use the Sublicensed Software must be limited so that each Sublicense can only be
-used on a single computer or processor within the possession and control of the
-Sublicensee. Each Sublicense may not withstanding the foregoing also cover
-additional computers or processors, but in such case, each additional computer
-or processor covered by the Sublicense shall require Licensee's purchase of one
-additional Distribution license from The Qt Company. 4. Limits on Use,
-Distribution and Derivative Works. The Sublicense and Sublicensee's rights must
-be limited to Sublicensee's internal use purposes only and must not include any
-license, right or authorization to distribute or disclose any copy or portion of
-the Sublicensed Software to any other person. Sublicensee must not be given the
-right to modify or create derivative works based on the Sublicensed Software,
-and it must be stated explicitly in the Sublicense that such modification or
-creation is prohibited.
-
-5. Copies. Sublicensee may be given the right to make copies of the Sublicensed
-Software, provided that any such copy: (a) is created as an essential step in
-the utilization of Sublicensed Software in accordance with the Sublicense, or
-(b) is only for archival purposes to back-up the licensed use of Sublicensed
-Software. Sublicensee may also be given the right to make copies of Sublicensed
-Software to the extent reasonably needed to exercise rights under the
-Sublicense. Sublicensee must be obliged under the Sublicense to make sure that
-all The Qt Company trademark, copyright and intellectual property notices are
-faithfully reproduced and included on copies made by Sublicensee. Sublicensee
-may be given the right to make copies of the Documentation, but only as
-reasonably needed to facilitate the use of Sublicensed Software. Sublicensee may
-not be given the right to make any other copies of Licensed Software or
-Documentation unless and except as permitted by The Qt Company in a separate,
-written agreement. 6. Other Versions and Updates. If Licensee is entitled to
-Updates in accordance with Section 12of the Agreement, such Updates may also be
-sublicensed, subject to the terms and conditions found in this Appendix 3. 7.
-Protection of Sublicensed Software. Except as expressly permitted in this
-Appendix 3 (or in another written agreement with The Qt Company), Sublicensee
-must not be given any rights to modify or create derivative works based on
-Sublicensed Software, or reproduce Sublicensed Software, or distribute any
-copies of Sublicensed Software, or disclose any Sublicensed Software to any
-third party, or decompile, disassemble or otherwise reverse engineer Sublicensed
-Software, or use any Sublicensed Software or information learned therefrom.
-Sublicensee must as part of the contractual terms in the Sublicense acknowledge
-that The Qt Company and its licensors own the copyrights and other intellectual
-property in and to the Sublicensed Software. 8. Disclaimers Of Warranties.
-Licensee may not give any warranties regarding the Sublicensed Software to
-Sublicensee on behalf of The Qt Company. 9. Responsibility of Sublicensee.
-Sublicensee shall, as part of the Sublicense, be made responsible for decisions
-made and actions taken based on Sublicensed Software. Sublicensee shall as part
-of the contractual terms of the Sublicense be made aware that the Sublicensed
-Software is not designed, intended or licensed for use in or with systems,
-devices or products intended for surgical implant into the body or other
-applications intended to support or sustain life or for any aviation or nuclear
-reactor application or any other application in which the software or its
-failure, malfunction or inadequacy could directly or indirectly cause or
-contribute to personal injury or death or significant property damage. It shall
-further be stated in the Sublicense that it is Sublicensee's responsibility to
-ascertain the suitability of Sublicensed Software for any situation or
-application. It shall also be stated that the Sublicense defines a mutually
-agreed-upon allocation of risk and the Sublicense fees reflect such allocation
-of risk. 10. Termination. Licensee shall, as part of the terms of the
-Sublicense, be entitled to terminate the Sublicense granted to Sublicensee if
-Sublicensee breaches terms and conditions set to comply with this Appendix 3.
-The Qt Company may instruct Licensee to terminate the Sublicense without undue
-delay if termination is warranted in accordance with the foregoing. Upon
-termination of the Sublicense, Sublicensee shall be obliged to immediately cease
-all use of Sublicensed Software and to destroy all copies of Sublicensed
-Software within the possession or control of Sublicensee. 11. Mandatory law. The
-requirements above shall not apply to the extent they contravene mandatory
-provisions of the law governing the Sublicense, but in such case, The Qt Company
-shall be notified about the changes.
-