diff options
| author | Samuli Piippo <samuli.piippo@theqtcompany.com> | 2015-03-31 10:17:51 +0300 |
|---|---|---|
| committer | Samuli Piippo <samuli.piippo@theqtcompany.com> | 2015-05-12 14:46:54 +0300 |
| commit | 5fcb893d078d718318ca94bf7f284ef35355c152 (patch) | |
| tree | 83493ab8e4817617dd74e0b4df3d87f595076c90 | |
| parent | 13db86c927bbaec61a889032cbdcb75bd29f085b (diff) | |
| download | meta-boot2qt-5fcb893d078d718318ca94bf7f284ef35355c152.tar.gz | |
Add generic QtEnterprise license
QtEnterprise license can be used as a generic license for any recipe that
is available under Qt for Device Creation license
Change-Id: Iebab0b98badf00de388391d3e3558daec585cf07
Reviewed-by: Andy Nichols <andy.nichols@theqtcompany.com>
| -rw-r--r-- | conf/layer.conf | 2 | ||||
| -rw-r--r-- | licenses/QtEnterprise | 706 |
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 += "${LAYERDIR}/recipes*/*/*.bb \ | |||
| 31 | BBFILE_COLLECTIONS += "b2qt" | 31 | BBFILE_COLLECTIONS += "b2qt" |
| 32 | BBFILE_PATTERN_b2qt := "^${LAYERDIR}/" | 32 | BBFILE_PATTERN_b2qt := "^${LAYERDIR}/" |
| 33 | BBFILE_PRIORITY_b2qt = "20" | 33 | BBFILE_PRIORITY_b2qt = "20" |
| 34 | |||
| 35 | LICENSE_PATH += "${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 @@ | |||
| 1 | Qt FOR DEVICE CREATION LICENSE AGREEMENT | ||
| 2 | Agreement version 1.5 | ||
| 3 | |||
| 4 | This Qt for Device Creation License Agreement ("Agreement") is a legal agreement | ||
| 5 | between The Qt Company Ltd ("The Qt Company") with its registered office at | ||
| 6 | Valimotie 21, 00380 Helsinki, Finland, and you (either an individual or a legal | ||
| 7 | entity) ("Licensee") for the Licensed Software (as defined below). | ||
| 8 | |||
| 9 | 1. DEFINITIONS "Affiliate" of a Party shall mean an entity (i) which is directly | ||
| 10 | or indirectly controlling such Party; (ii) which is under the same direct or | ||
| 11 | indirect ownership or control as such Party; or (iii) which is directly or | ||
| 12 | indirectly owned or controlled by such Party. For these purposes, an entity | ||
| 13 | shall be treated as being controlled by another if that other entity has fifty | ||
| 14 | percent (50 %) or more of the votes in such entity, is able to direct its | ||
| 15 | affairs and/or to control the composition of its board of directors or | ||
| 16 | equivalent body. "Applications" shall mean Licensee's software products created | ||
| 17 | using the Licensed Software which may include portions of the Licensed Software. | ||
| 18 | "Customers" shall mean the third parties to whom Licensee directly or indirectly | ||
| 19 | distributes copies of the Licensed Software. "Deployment Platforms" shall mean | ||
| 20 | those operating systems in which the Licensed Software can be distributed on | ||
| 21 | according 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 | ||
| 23 | scope of their employment or Licensee's consultant(s) or contractor(s) acting | ||
| 24 | within the scope of their services for Licensee and on behalf of Licensee. | ||
| 25 | "Development Platforms" shall mean those operating systems in which the Licensed | ||
| 26 | Software can be used only for designing, developing and testing Applications, | ||
| 27 | but not distributed in any form or used for any other purpose. "Devices" shall | ||
| 28 | mean devices or products that 1) are manufactured, sold or distributed by | ||
| 29 | Licensee that include the Licensed Software, and 2) fulfill the definition of a | ||
| 30 | Joint Hardware and Software Distribution. "Initial Term" shall mean the period | ||
| 31 | of time one (1) year from the later of (a) the Effective Date; or (b) the date | ||
| 32 | the Licensed Software was initially delivered to Licensee by The Qt Company. If | ||
| 33 | no specific Effective Date is set forth in the Agreement, the Effective Date | ||
| 34 | shall be deemed to be the date the Licensed Software was initially delivered to | ||
| 35 | Licensee. "Intellectual Property Rights" shall mean patents (including utility | ||
| 36 | models), design patents, and designs (whether or not capable of registration), | ||
| 37 | chip topography rights and other like protection, copyright, trademark and any | ||
| 38 | other form of statutory protection of any kind and applications for any of the | ||
| 39 | foregoing as well as any trade secrets. "Joint Hardware and Software | ||
| 40 | Distribution" shall mean either: (i) distribution of a hardware device where, in | ||
| 41 | its final end user configuration, the main user interface or substantial | ||
| 42 | functionality of the device is provided by Application(s) created by Licensee or | ||
| 43 | others, using Licensed Software or Licensed Software based software product, and | ||
| 44 | depends on the Licensed Software or an open source version of Qt or any Qt based | ||
| 45 | software product; or (ii) distribution of the Licensed Software with a device | ||
| 46 | designed to facilitate the installation of the Licensed Software onto the same | ||
| 47 | device where the main user interface or substantial functionality of such device | ||
| 48 | is provided by Application(s) created by Licensee or others, using the Licensed | ||
| 49 | Software, and depends on the Licensed Software. "License Certificate" shall mean | ||
| 50 | the document accompanying the Licensed Software which specifies the modules | ||
| 51 | which are licensed under the Agreement, Development Platforms, Deployment | ||
| 52 | Platforms and Designated Users. "License Fee" shall mean the fee charged to | ||
| 53 | Licensee for (i) each copy of the Licensed Software purchased, as well as (ii) | ||
| 54 | reproduction and distribution of Licensed Software under the terms of this | ||
| 55 | Agreement. "License Packs" shall mean set of prepaid Distribution Licenses, as | ||
| 56 | defined in Section 5.2 b). "Licensed Software" shall mean the computer software, | ||
| 57 | "online" or electronic documentation, associated media and printed materials, | ||
| 58 | including the source code, example programs and the documentation delivered by | ||
| 59 | The Qt Company to Licensee in conjunction with this Agreement. Licensed Software | ||
| 60 | does not include Third Party Software (as defined in Section 7). "Modified | ||
| 61 | Software" shall mean modifications made to the Licensed Software by Licensee. | ||
| 62 | "Nokia" shall mean Nokia Corporation, a corporation incorporated under the laws | ||
| 63 | of Finland, having its registered office at PO box 226, 00045 Nokia Group, | ||
| 64 | Finland (visiting address Karakaari 7, 02610 Espoo, Finland) and registered with | ||
| 65 | the Finnish Trade Register under business ID 0112038-9 and acting on behalf of | ||
| 66 | its respective Affiliates. "Online Services" shall mean any services or access | ||
| 67 | to systems provided by The Qt Company to the Licensee over Internet in | ||
| 68 | conjunction with the Licensed Software or for the purpose of use by the Licensee | ||
| 69 | of the Licensed Software or Support. Using some of the Online Services may be | ||
| 70 | subject to additional fees. "Party or Parties" shall mean Licensee and/or The Qt | ||
| 71 | Company. "Redistributables" shall mean the portions of the Licensed Software set | ||
| 72 | forth in Appendix 1, Section 1 that may be distributed with or as part of | ||
| 73 | Applications in object code form. "Renewal Term" shall mean a time period of | ||
| 74 | twelve months calculated from the end of the Initial Term, or from end of the | ||
| 75 | previous Renewal Term. "Support" shall mean standard developer support that is | ||
| 76 | provided by The Qt Company to assist eligible Designated Users in using the | ||
| 77 | Licensed Software in accordance with its established standard support | ||
| 78 | procedures. "Updates" shall mean a release or version of the Licensed Software | ||
| 79 | containing enhancements, new features, bug fixes, error corrections and other | ||
| 80 | changes that are generally made available to users of the Licensed Software that | ||
| 81 | have contracted for maintenance and support. | ||
| 82 | |||
| 83 | 2. OWNERSHIP The Licensed Software is protected by copyright laws and | ||
| 84 | international copyright treaties, as well as other intellectual property laws | ||
| 85 | and treaties. The Licensed Software is licensed, not sold. To the extent | ||
| 86 | Licensee submits bug fixes or error corrections, including information related | ||
| 87 | thereto, Licensee hereby grants The Qt Company a sublicensable, irrevocable, | ||
| 88 | perpetual, worldwide, non-exclusive, royalty-free and fully paid-up copyright | ||
| 89 | and trade secret license to reproduce, adapt, translate, modify, and prepare | ||
| 90 | derivative works of, publicly display, publicly perform, sublicense, make | ||
| 91 | available and distribute error corrections and bug fixes, including derivative | ||
| 92 | works thereof. All The Qt Company's and/or its licensors' trademarks, service | ||
| 93 | marks, trade names, logos or other words or symbols are and shall remain the | ||
| 94 | exclusive property of The Qt Company or its licensors respectively. | ||
| 95 | |||
| 96 | 3. MODULES Some of the files in the Licensed Software have been grouped into | ||
| 97 | modules. These files contain specific notices defining the module of which they | ||
| 98 | are a part. The modules licensed to Licensee are specified in the License | ||
| 99 | Certificate accompanying the Licensed Software. The terms of the License | ||
| 100 | Certificate are considered part of the Agreement. In the event of inconsistency | ||
| 101 | or conflict between the language of this Agreement and the License Certificate, | ||
| 102 | the provisions of this Agreement shall govern. 4. VALIDITY OF THE AGREEMENT By | ||
| 103 | installing, copying, or otherwise using the Licensed Software, Licensee agrees | ||
| 104 | to be bound by the terms of this Agreement. If Licensee does not agree to the | ||
| 105 | terms of this Agreement, Licensee should not install, copy, or otherwise use the | ||
| 106 | Licensed Software. In addition, by installing, copying, or otherwise using any | ||
| 107 | Updates or other components of the Licensed Software that Licensee receives | ||
| 108 | separately as part of the Licensed Software, Licensee agrees to be bound by any | ||
| 109 | additional license terms that accompany such Updates, if any. If Licensee does | ||
| 110 | not agree to the additional license terms that accompany such Updates, Licensee | ||
| 111 | should not install, copy, or otherwise use such Updates. Upon Licensee's | ||
| 112 | acceptance of the terms and conditions of this Agreement, The Qt Company grants | ||
| 113 | Licensee the right to use the Licensed Software in the manner provided below. | ||
| 114 | |||
| 115 | 5. LICENSES 5.1 Using, Modifying and Copying The Qt Company grants to Licensee a | ||
| 116 | non-exclusive, non-transferable, perpetual license to use, modify and copy the | ||
| 117 | Licensed Software for Designated Users specified in the License Certificate for | ||
| 118 | the sole purposes of: (i) designing, developing, and testing Application(s); | ||
| 119 | (ii) modifying the Licensed Software as limited by section 8 below; and (iii) | ||
| 120 | compiling the Licensed Software and/or Modified Software source code into object | ||
| 121 | code. Licensee may install copies of the Licensed Software on an unlimited | ||
| 122 | number of computers provided that only the Designated Users use the Licensed | ||
| 123 | Software. Licensee may at any time designate another Designated User to replace | ||
| 124 | a then-current Designated User by notifying The Qt Company, provided that a) the | ||
| 125 | then-current Designated User has not been designated as a replacement during the | ||
| 126 | last six (6) months; and b) there is no more than the specified number of | ||
| 127 | Designated Users at any given time. | ||
| 128 | |||
| 129 | 5.2 Right for Redistribution a) License for creating Applications For the | ||
| 130 | purpose of creating Applications The Qt Company grants Licensee a non-exclusive, | ||
| 131 | royalty-free right to reproduce and distribute the object code form of | ||
| 132 | Redistributables (listed in Appendix 1, Section 1) for execution on the | ||
| 133 | specified Deployment Platforms, excluding the Joint Hardware and Software | ||
| 134 | Distribution. Copies of Redistributables may only be distributed with and for | ||
| 135 | the sole purpose of executing Applications permitted under this Agreement that | ||
| 136 | Licensee has created using the Licensed Software. Under no circumstances may any | ||
| 137 | copies of Redistributables be distributed separately. This Agreement does not | ||
| 138 | give Licensee any rights to distribute any of the parts of the Licensed Software | ||
| 139 | listed in Appendix 1, Section 2, neither as a whole nor as parts or snippets of | ||
| 140 | code. Licensee may not distribute, transfer, assign or otherwise dispose of | ||
| 141 | Applications and/or Redistributables, in binary/compiled form, or in any other | ||
| 142 | form, if such action is part of a Joint Software and Hardware Distribution, | ||
| 143 | except as provided in Section 5.2b) below. b) License for creating Devices For | ||
| 144 | the purpose of creating Devices The Qt Company grants to Licensee a | ||
| 145 | non-exclusive, non-transferable license to (a) install copies of the compiled | ||
| 146 | Licensed Software (in object code form only) in Devices and/or bundle or | ||
| 147 | integrate copies of the Licensed Software (in object code form only) into or | ||
| 148 | with Devices and other services; (b) distribute Licensed Software (in object | ||
| 149 | code form only) to one or more tiers of distributors as incorporated or | ||
| 150 | integrated in Devices; and (c) sublicense the Licensed Software (in object code | ||
| 151 | form only), as incorporated or integrated in Devices, to end users under | ||
| 152 | Licensee's standard terms and conditions, which must meet the requirements set | ||
| 153 | out in Appendix 2 (collectively, the "Distribution License"). This Distribution | ||
| 154 | License does not entitle Licensee to receive, or grant Licensee any rights with | ||
| 155 | respect to any source code. Should any third party that has received a product, | ||
| 156 | software and/or a sublicense from Licensee in accordance with the provisions | ||
| 157 | above, wish to use the product and sublicensed software in a manner not | ||
| 158 | warranted in Appendix 2, such third party must request a licensing agreement for | ||
| 159 | this purpose directly from The Qt Company. Licensee may also reproduce and | ||
| 160 | distribute the Licensed Software (in object code form only) under the | ||
| 161 | Distribution License independent of the Device, (i.e. the Licensed Software may | ||
| 162 | be reproduced and distributed by Licensee to others as a stand-alone or | ||
| 163 | independent product or for use independent of the Device). The Distribution | ||
| 164 | License provided under this Section 5.2b) is conditional, subject to Licensee´s | ||
| 165 | full compliance of Section 14 of this Agreement. All reproduction and | ||
| 166 | distribution of the Licensed Software or any portion thereof requires the | ||
| 167 | payment of License Fees from Licensee to The Qt Company. The licenses granted in | ||
| 168 | this Section by The Qt Company to Licensee are subject to Licensee's compliance | ||
| 169 | with Section 5.3 of this Agreement. c) For the avoidance of doubt, should the | ||
| 170 | Licensee wish to distribute Licensed Software as a part of software development | ||
| 171 | kit (SDK) for the purpose of developing Applications by Licensee´s customers | ||
| 172 | for Licensee´s products, such distribution is subject to a separate Qt SDK | ||
| 173 | distribution license agreement to be concluded with The Qt Company. 5.3 Further | ||
| 174 | Requirements It is expressly acknowledged and understood by Licensee, that | ||
| 175 | Licensee is strictly prohibited from using or licensing Licensed Software for | ||
| 176 | creation of mobile phones or tablet computers targeted for consumer end users. | ||
| 177 | The aforementioned shall not prohibit Licensee from using Licensed Software for | ||
| 178 | the purpose of creating Applications for any devices, including mobile phones | ||
| 179 | and tablet computers. Notwithstanding anything contrary to this Agreement, it is | ||
| 180 | expressly acknowledged and understood by Licensee, that Nokia shall hereby be | ||
| 181 | named as a third party beneficiary under this Agreement with respect to this | ||
| 182 | Section 5.3. Therefore, Nokia shall have the same rights as The Qt Company under | ||
| 183 | this Agreement with respect to this Section 5.3, and shall be entitled to | ||
| 184 | exercise such rights independent from The Qt Company. The licenses granted in | ||
| 185 | this Section 5 by The Qt Company to Licensee are subject to Licensee's | ||
| 186 | compliance with Section 8 of this Agreement. | ||
| 187 | |||
| 188 | 6. VERIFICATION The Qt Company or a certified auditor on The Qt Company's | ||
| 189 | behalf, may, upon its reasonable request and at its expense, audit Licensee with | ||
| 190 | respect to the use of the Licensed Software. Such audit may be conducted by | ||
| 191 | mail, electronic means or through an in-person visit to Licensee's place of | ||
| 192 | business. Any such in-person audit shall be conducted during regular business | ||
| 193 | hours at Licensee's facilities and shall not unreasonably interfere with | ||
| 194 | Licensee's business activities. The Qt Company will not remove, copy, or | ||
| 195 | redistribute any electronic material during the course of an audit. If an audit | ||
| 196 | reveals that Licensee is using the Licensed Software in a way that is in | ||
| 197 | material violation of the terms of the Agreement, then Licensee shall pay The Qt | ||
| 198 | Company's reasonable costs of conducting the audit. In the case of a material | ||
| 199 | violation, Licensee agrees to pay The Qt Company any amounts owing that are | ||
| 200 | attributable to the unauthorized use. Alternatively, The Qt Company reserves the | ||
| 201 | right, at The Qt Company's sole option, to terminate the licenses for the | ||
| 202 | Licensed Software. | ||
| 203 | |||
| 204 | 7. THIRD PARTY SOFTWARE The Licensed Software may provide links to third party | ||
| 205 | libraries or code (collectively "Third Party Software") to implement various | ||
| 206 | functions. Third Party Software does not comprise part of the Licensed Software. | ||
| 207 | In some cases, access to Third Party Software may be included along with the | ||
| 208 | Licensed Software delivery as a convenience for development and testing only. | ||
| 209 | Such source code and libraries may be listed in the ".../src/3rdparty" source | ||
| 210 | tree delivered with the Licensed Software or documented in the Licensed Software | ||
| 211 | where the Third Party Software is used, as may be amended from time to time, do | ||
| 212 | not comprise the Licensed Software. Licensee acknowledges (i) that some part of | ||
| 213 | Third Party Software may require additional licensing of copyright and patents | ||
| 214 | from the owners of such, and (ii) that distribution of any of the Licensed | ||
| 215 | Software referencing any portion of a Third Party Software may require | ||
| 216 | appropriate licensing from such third parties. | ||
| 217 | |||
| 218 | 8. CONDITIONS FOR CREATING APPLICATIONS The licenses granted in this Agreement | ||
| 219 | for Licensee to create, modify and distribute Applications is subject to all of | ||
| 220 | the following conditions: (i) all copies of the Applications Licensee creates | ||
| 221 | must bear a valid copyright notice either Licensee's own or the copyright notice | ||
| 222 | that appears on the Licensed Software; (ii) Licensee may not remove or alter any | ||
| 223 | copyright, trademark or other proprietary rights notice contained in any portion | ||
| 224 | of the Licensed Software including but not limited to the About Boxes; (iii) | ||
| 225 | Licensee will indemnify and hold The Qt Company, its Affiliates, contractors, | ||
| 226 | and its suppliers, harmless from and against any claims or liabilities arising | ||
| 227 | out of the use, reproduction or distribution of Applications; (iv) Applications | ||
| 228 | must be developed using a licensed, registered copy of the Licensed Software; | ||
| 229 | (v) Applications must add primary and substantial functionality to the Licensed | ||
| 230 | Software; (vi) Applications may not pass on functionality which in any way makes | ||
| 231 | it possible for others to create software with the Licensed Software; however | ||
| 232 | Licensee may use the Licensed Software's scripting and QML ("Qt Quick") | ||
| 233 | functionality solely in order to enable scripting, themes and styles that | ||
| 234 | augment the functionality and appearance of the Application(s) without adding | ||
| 235 | primary and substantial functionality to the Application(s); (vii) Licensee may | ||
| 236 | create Modified Software that breaks the source or binary compatibility with the | ||
| 237 | Licensed Software. This includes, but is not limited to, changing the | ||
| 238 | application programming interfaces ("API") by adding, changing or deleting any | ||
| 239 | variable, method, or class signature in the Licensed Software, the inter-process | ||
| 240 | QCop specification, and/or any inter-process protocols, services or standards in | ||
| 241 | the Licensed Software libraries. To the extent that Licensee breaks source or | ||
| 242 | binary compatibility with the Licensed Software, Licensee acknowledges that The | ||
| 243 | Qt Company's ability to provide Support may be prevented or limited and | ||
| 244 | Licensee's ability to make use of Updates may be restricted; (viii) Applications | ||
| 245 | may not compete with the Licensed Software; (ix) Licensee may not use The Qt | ||
| 246 | Company's or any of its suppliers' names, logos, or trademarks to market | ||
| 247 | Applications, except to state that Licensee's Application(s) was developed using | ||
| 248 | the Licensed Software; and (x) each Designated User creating the Application(s) | ||
| 249 | needs to have a separate license for the Licensed Software. NOTE: If Licensee, | ||
| 250 | or another third party, has, at any time, developed all (or any portions of) the | ||
| 251 | Application(s) using an open source version of Qt licensed under the terms of | ||
| 252 | the GNU Lesser General Public License, version 2.1 or later ("LGPL") or the GNU | ||
| 253 | General Public License version 2.0 or later ("GPL"), Licensee may not combine | ||
| 254 | such development work with the Licensed Software without an express written | ||
| 255 | permission from The Qt Company, and must license such Application(s) (or any | ||
| 256 | portions 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 | ||
| 258 | to above are located at http://www.gnu.org/licenses/old-licenses/lgpl- 2.1.html, | ||
| 259 | https://www.gnu.org/licenses/lgpl.html, | ||
| 260 | http://www.fsf.org/licensing/licenses/info/GPLv2.html, and | ||
| 261 | http://www.gnu.org/copyleft/gpl.html. 9. PRE-RELEASE CODE The Licensed Software | ||
| 262 | may contain pre-release code and functionality marked or otherwise stated as | ||
| 263 | "Technology Preview", "Alpha", "Beta" or similar. Such pre-release code may be | ||
| 264 | present in order to provide experimental support for new platforms or | ||
| 265 | preliminary version of new functionality. The pre-release code is not at the | ||
| 266 | level of performance and compatibility of a final, generally available, product | ||
| 267 | offering. The pre- release parts of the Licensed Software may not operate | ||
| 268 | correctly and may be substantially modified prior to the first commercial | ||
| 269 | product release, if any. The Qt Company is under no obligation to make | ||
| 270 | pre-release code commercially available, or provide any Support or Updates | ||
| 271 | relating thereto. The pre-release code must not be used for commercial purposes | ||
| 272 | or in a live operating environment where it may be relied upon to perform in the | ||
| 273 | same manner as a commercially released product or with data that has not been | ||
| 274 | sufficiently backed up. | ||
| 275 | |||
| 276 | 10. LIMITED WARRANTY AND WARRANTY DISCLAIMER The Qt Company hereby represents | ||
| 277 | and warrants with respect to the Licensed Software that it has the power and | ||
| 278 | authority to grant the rights and licenses granted to Licensee under this | ||
| 279 | Agreement. Except as set forth above, the Licensed Software is licensed to | ||
| 280 | Licensee "as is". TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE QT | ||
| 281 | COMPANY ON BEHALF OF ITSELF AND ITS LICENSORS, SUPPLIERS AND AFFILIATES, | ||
| 282 | DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, | ||
| 283 | IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE | ||
| 284 | AND NON-INFRINGEMENT WITH REGARD TO THE LICENSED SOFTWARE. THE QT COMPANY DOES | ||
| 285 | NOT WARRANT THAT THE LICENSED SOFTWARE WILL SATISFY LICENSEE'S REQUIREMENTS OR | ||
| 286 | THAT IT IS WITHOUT DEFECT OR ERROR OR THAT THE OPERATION THEREOF WILL BE | ||
| 287 | UNINTERRUPTED. ALL USE OF AND RELIANCE ON THE LICENSED SOFTWARE IS AT THE SOLE | ||
| 288 | RISK OF AND RESPONSIBILITY OF LICENSEE. 11. LIMITATION OF LIABILITY AND OTHER | ||
| 289 | COVENANTS 11.1 Risk Allocation If, The Qt Company's warranty disclaimer | ||
| 290 | notwithstanding, The Qt Company is held to be liable to Licensee whether in | ||
| 291 | contract, tort, or any other legal theory, based on the Licensed Software, The | ||
| 292 | Qt Company's entire liability to Licensee and Licensee's exclusive remedy shall | ||
| 293 | be, at The Qt Company's option, either (a) return of the price Licensee paid for | ||
| 294 | the Licensed Software, or (b) repair or replacement of the Licensed Software, | ||
| 295 | provided Licensee returns all copies of the Licensed Software to The Qt Company | ||
| 296 | as originally delivered to Licensee. EXCEPT FOR INJURY TO PERSONS OR IN CASES OF | ||
| 297 | INTENTIONAL MISCONDUCT AND IN CASE OF THE LICENSEE WITH RESPECT TO AMOUNTS | ||
| 298 | PAYABLE UNDER SECTION 14 OR LICENSEE'S MATERIAL BREACH OF THIS AGREEMENT AND TO | ||
| 299 | THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE | ||
| 300 | TO THE OTHER PARTY IN CONTRACT, TORT OR OTHERWISE, WHATEVER THE CAUSE THEREOF, | ||
| 301 | FOR ANY LOSS OF PROFIT, LOSS OF DATA, LOSS OF BUSINESS OR GOODWILL OR ANY | ||
| 302 | INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE COST, DAMAGES OR | ||
| 303 | EXPENSE OF ANY KIND, HOWSOEVER ARISING UNDER OR IN CONNECTION WITH THIS | ||
| 304 | AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LIABILITY FOR SUCH | ||
| 305 | DAMAGE SHALL BE EXCLUDED, EVEN IF THE EXCLUSIVE REMEDIES PROVIDED FOR IN THIS | ||
| 306 | AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE. EXCEPT FOR INJURY TO PERSONS OR IN | ||
| 307 | CASES OF INTENTIONAL MISCONDUCT AND IN CASE OF THE LICENSEE WITH RESPECT TO | ||
| 308 | AMOUNTS PAYABLE UNDER SECTION 14 OR LICENSEE'S MATERIAL BREACH OF THIS AGREEMENT | ||
| 309 | AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY'S | ||
| 310 | TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE AGGREGATE LICENSE FEES | ||
| 311 | RECEIVED FROM LICENSEE FOR THE LICENSED SOFTWARE DURING THE PERIOD OF TWELVE | ||
| 312 | (12) MONTHS IMMEDIATELY PRECEDING THE EVENT RESULTING IN SUCH LIABILITY. THE | ||
| 313 | PROVISIONS OF THIS SECTION 11 ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN | ||
| 314 | THE QT COMPANY AND LICENSEE AND THE PARTIES HAVE RELIED UPON THE LIMITATIONS SET | ||
| 315 | FORTH HEREIN IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT 11.2 No Third | ||
| 316 | Party Representations, Warranties or Transfers Licensee shall make no | ||
| 317 | representations or warranties concerning the Licensed Software on behalf of The | ||
| 318 | Qt Company, nor shall Licensee sell, transfer, publish, disclose, display or | ||
| 319 | otherwise make available the Licensed Software, or copies thereof, to any third | ||
| 320 | party except as specifically set forth herein or in another written agreement | ||
| 321 | with The Qt Company. Any representation or warranty Licensee makes or purports | ||
| 322 | to make on The Qt Company's behalf shall be void as to The Qt Company. 11.3 | ||
| 323 | Licensee´s Indemnification Licensee shall indemnify and hold harmless The Qt | ||
| 324 | Company and its officers, directors, employees, representative, licensors, and | ||
| 325 | suppliers from and against any claim, injury, judgment, settlement, loss or | ||
| 326 | expense, including attorneys' fees, arising as a consequence of: (a) Licensee's | ||
| 327 | breach of its warranties or any other provisions of this Agreement, including, | ||
| 328 | but not limited to, (i) the failure of Licensee to comply with the provisions of | ||
| 329 | this Section 11, (ii) any misrepresentations of Licensee in connection with The | ||
| 330 | Qt Company or the Licensed Software, and (iii) any other wrongful conduct of | ||
| 331 | Licensee, its employees, representatives, agents, or (b) the Device. 12. | ||
| 332 | SUPPORT, UPDATES AND ONLINE SERVICES Licensee will be eligible to receive | ||
| 333 | Support and Updates and to use the Online Services during the Initial Term, in | ||
| 334 | accordance with The Qt Company's then current policies and procedures, if any. | ||
| 335 | Such policies and procedures may be changed from time to time. Following the | ||
| 336 | Initial Term, The Qt Company shall no longer make the Licensed Software, | ||
| 337 | Support, Updates or Online Services available to Licensee unless Licensee | ||
| 338 | purchases additional Support, Updates and Online Services according to this | ||
| 339 | Section 12 below. Licensee shall be responsible for providing service and | ||
| 340 | support to Licensee's Customers with respect to the Licensed Software. Licensee, | ||
| 341 | as appropriate, shall inform Licensee's Customers that all requests for support | ||
| 342 | or service are to be made to Licensee, and not to The Qt Company. Updates shall | ||
| 343 | be considered to be Licensed Software and governed by this Agreement as such, | ||
| 344 | unless The Qt Company designates that a different agreement shall govern. | ||
| 345 | Licensee shall be responsible for distributing patches and fixes to Customers if | ||
| 346 | and as The Qt Company reasonable requests. Licensee may purchase additional | ||
| 347 | Support, Updates and Online Services following the Initial Term or the currently | ||
| 348 | ongoing Renewal Term subject to The Qt Company's terms and conditions applicable | ||
| 349 | at the time of renewal. 13. CONFIDENTIALITY Each party acknowledges that during | ||
| 350 | the Initial Term of this Agreement it shall have access to information about the | ||
| 351 | other party's business, business methods, business plans, customers, business | ||
| 352 | relations, technology, and other information, including the terms of this | ||
| 353 | Agreement, that is confidential and of great value to the other party, and the | ||
| 354 | value of which would be significantly reduced if disclosed to third parties | ||
| 355 | ("Confidential Information"). Accordingly, when a party (the "Receiving Party") | ||
| 356 | receives Confidential Information from another party (the "Disclosing Party"), | ||
| 357 | the Receiving Party shall, and shall obligate its employees and agents and | ||
| 358 | employees and agents of its Affiliates to: (i) maintain the Confidential | ||
| 359 | Information in strict confidence; (ii) not disclose the Confidential Information | ||
| 360 | to a third party without the Disclosing Party's prior written approval; and | ||
| 361 | (iii) not, directly or indirectly, use the Confidential Information for any | ||
| 362 | purpose other than for exercising its rights and fulfilling its responsibilities | ||
| 363 | pursuant to this Agreement. Each party shall take reasonable measures to protect | ||
| 364 | the Confidential Information of the other party, which measures shall not be | ||
| 365 | less than the measures taken by such party to protect its own confidential and | ||
| 366 | proprietary information. "Confidential Information" shall not include | ||
| 367 | information that (a) is or becomes generally known to the public through no act | ||
| 368 | or omission of the Receiving Party; (b) was in the Receiving Party's lawful | ||
| 369 | possession prior to the disclosure hereunder and was not subject to limitations | ||
| 370 | on disclosure or use; (c) is developed by employees of the Receiving Party or | ||
| 371 | other persons working for the Receiving Party who have not had access to the | ||
| 372 | Confidential Information of the Disclosing Party, as proven by the written | ||
| 373 | records of the Receiving Party or by persons who have not had access to the | ||
| 374 | Confidential Information of the Disclosing Party as proven by the written | ||
| 375 | records of the Receiving Party; (d) is lawfully disclosed to the Receiving Party | ||
| 376 | without restrictions, by a third party not under an obligation of | ||
| 377 | confidentiality; or (e) the Receiving Party is legally compelled to disclose the | ||
| 378 | information, in which case the Receiving Party shall assert the privileged and | ||
| 379 | confidential nature of the information and cooperate fully with the Disclosing | ||
| 380 | Party to protect against and prevent disclosure of any Confidential Information | ||
| 381 | and to limit the scope of disclosure and the dissemination of disclosed | ||
| 382 | Confidential Information by all legally available means. The obligations of the | ||
| 383 | Receiving Party under this Section shall continue during the Initial Term and | ||
| 384 | for a period of five (5) years after expiration or termination of this | ||
| 385 | Agreement. To the extent that the terms of the Non-Disclosure Agreement between | ||
| 386 | The Qt Company and Licensee conflict with the terms of this Section 13, this | ||
| 387 | Section 13 shall be controlling over the terms of the Non-Disclosure Agreement. | ||
| 388 | |||
| 389 | 14 FEES, ORDERS, DELIVERY AND PAYMENT 14.1 DISTRIBUTION LICENSE FEES The | ||
| 390 | Distribution License provided under Section 5.2b) is conditional on the Licensee | ||
| 391 | purchasing the needed amount of Distribution Licenses separately from The Qt | ||
| 392 | Company before distributing Devices to Customers. Distribution licenses are sold | ||
| 393 | in License Packs subject to a fee. The License Fee for a Distribution License | ||
| 394 | purchased by Licensee cannot be refunded or claimed as a credit, even on the | ||
| 395 | ground that it is not distributed, by sale or otherwise, from Licensee to | ||
| 396 | Customers or for any other reason. Licensee will have an account of Distribution | ||
| 397 | Licenses that will be applied to each copy of Licensed Software that is bundled | ||
| 398 | or integrated with any of the Devices or that is distributed to Customers. | ||
| 399 | Licensee may bundle, integrate and distribute copies of the Licensed Software so | ||
| 400 | long as Licensee has Distribution Licenses paid for, but not yet used. Each time | ||
| 401 | Licensee bundles, integrates or distributes a copy of Licensed Software, then | ||
| 402 | one Distribution License is used, and Licensee's account of available | ||
| 403 | Distribution Licenses is decreased accordingly. 14.2 DISTRIBUTION LICENSES | ||
| 404 | ORDERED Licensee shall submit all purchase orders for Distribution Licenses to | ||
| 405 | The Qt Company either by fax or mail or any other method acceptable to The Qt | ||
| 406 | Company (each such order is referred to herein as a "Purchase Order"). If The Qt | ||
| 407 | Company wishes to accept the Purchase Order, The Qt Company may then confirm and | ||
| 408 | return the Purchase Order to Licensee, whereupon the Purchase Order shall become | ||
| 409 | binding between the Parties. In the event of conflict or inconsistency between | ||
| 410 | this Agreement and a Purchase Order, this Agreement shall control. 14.3 PAYMENT | ||
| 411 | TERMS The Qt Company will submit an invoice to Licensee any time after The Qt | ||
| 412 | Company receives a subsequent purchase order(s) from Licensee, and delivers the | ||
| 413 | goods or services described in the Agreement or purchase order to Licensee. | ||
| 414 | Licensee's payments for the Licensed Software and any other charges under this | ||
| 415 | Agreement shall be paid by Licensee no later than thirty (30) days from the time | ||
| 416 | The Qt Company mails its invoices to Licensee. A late payment charge of the | ||
| 417 | lower of (a) one percent per month; or (b) the highest interest rate allowed by | ||
| 418 | applicable law, shall be charged on unpaid balances that remain past due for | ||
| 419 | more than thirty (30) days. The Qt Company shall have the right to suspend, | ||
| 420 | terminate or withhold Distribution Licenses, License Certificates, deliveries | ||
| 421 | and/or services should Licensee fail to make payment in a timely fashion. | ||
| 422 | Licensee shall at all times maintain accurate and up-to-date written records of | ||
| 423 | the number of copies of the Licensed Software that Licensee installs in each | ||
| 424 | Device(s). 14.4 TAXES All amounts payable are gross amounts but exclusive of any | ||
| 425 | value added tax, use tax, sales tax or similar tax. Licensee shall be entitled | ||
| 426 | to withhold from payments any applicable withholding taxes and comply with all | ||
| 427 | applicable tax and employment legislation. Each party shall pay all taxes | ||
| 428 | (including, but not limited to, taxes based upon its income) or levies imposed | ||
| 429 | on it under applicable laws, regulations and tax treaties as a result of this | ||
| 430 | Agreement and any payments made hereunder (including those required to be | ||
| 431 | withheld or deducted from payments). Each party shall furnish evidence of such | ||
| 432 | paid taxes as is sufficient to enable the other party to obtain any credits | ||
| 433 | available to it, including original withholding tax certificates. 15 | ||
| 434 | RECORD-KEEPING AND REPORTING OBLIGATIONS; AUDIT RIGHTS 15.1 LICENSEE'S | ||
| 435 | RECORD-KEEPING Licensee shall at all times maintain accurate and up-to-date | ||
| 436 | written records of Licensee's activities related to the Licensed Software and | ||
| 437 | Distribution Licenses, including copying and distribution. The records shall be | ||
| 438 | adequate to determine Licensee's compliance with the provisions of this | ||
| 439 | Agreement and to demonstrate the number of Distribution Licenses of the Licensed | ||
| 440 | Software distributed by Licensee. The records shall conform to good accounting | ||
| 441 | practices commonly accepted in the industry and consistently applied. Licensee | ||
| 442 | shall, within thirty (30) days from the end of each calendar quarter, deliver to | ||
| 443 | The Qt Company a report detailing the number of copies of Licensed Software | ||
| 444 | distributed by Licensee during that calendar quarter, and detailing also the | ||
| 445 | number of undistributed copies of Licensed Software made by Licensee and | ||
| 446 | remaining in its account (i.e., undistributed copies for which Distribution | ||
| 447 | Licenses have been or need to be obtained from The Qt Company). Such report | ||
| 448 | shall contain such other information as The Qt Company shall require from time | ||
| 449 | to time. 15.2. THE QT COMPANY'S INSPECTION RIGHTS The Qt Company or an | ||
| 450 | independent auditor on The Qt Company's behalf, may, upon at least five (5) | ||
| 451 | business days' prior written notice and at its expense, audit Licensee with | ||
| 452 | respect to the use of the Licensed, but not more frequently than once during | ||
| 453 | each 6-month period. Such audit may be conducted by mail, electronic means or | ||
| 454 | through an in-person visit to Licensee's place of business. Any such in-person | ||
| 455 | audit shall be conducted during regular business hours at Licensee's facilities | ||
| 456 | and shall not unreasonably interfere with Licensee's business activities. The Qt | ||
| 457 | Company or the independent auditor shall be entitled to inspect Licensee's books | ||
| 458 | and records that likely to contain information bearing on Licensee's compliance | ||
| 459 | with this Agreement or the payments due to The Qt Company under this Agreement, | ||
| 460 | including, but not limited to: assembly logs, sales records, distribution | ||
| 461 | records ("Licensee's Records") The Qt Company shall not remove, copy, or | ||
| 462 | redistribute any electronic material during the course of an audit. If an audit | ||
| 463 | reveals that Licensee is using the Licensed Software in a way that is in | ||
| 464 | material violation of the terms of the Agreement, then Licensee shall pay The Qt | ||
| 465 | Company's reasonable costs of conducting the audit. In the case of a material | ||
| 466 | violation, Licensee agrees to pay The Qt Company any amounts owing that are | ||
| 467 | attributable to the unauthorized use. In the alternative, The Qt Company | ||
| 468 | reserves the right, at The Qt Company's sole option, to terminate the licenses | ||
| 469 | for the Licensed Software. 16. GENERAL PROVISIONS 16.1 Marketing The Qt Company | ||
| 470 | may include Licensee's company name and logo in a publicly available list of The | ||
| 471 | Qt Company customers and in its public communications. | ||
| 472 | |||
| 473 | 16.2 No Assignment Licensee shall not be entitled to assign or transfer all or | ||
| 474 | any of its rights, benefits and obligations under this Agreement without the | ||
| 475 | prior written consent of The Qt Company, which shall not be unreasonably | ||
| 476 | withheld. The Qt Company shall be entitled to assign or transfer any of its | ||
| 477 | rights, benefits or obligations under this Agreement on an unrestricted basis. | ||
| 478 | |||
| 479 | 16.3 Termination 16.3.1 Termination by The Qt Company The Qt Company shall have | ||
| 480 | the right to terminate this Agreement upon thirty (30) days prior written notice | ||
| 481 | if (i) the Licensee is in breach of any material obligation under this Agreement | ||
| 482 | and 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 | ||
| 484 | expires; or (iii) Licensee or any of its Affiliates bring a suit before any | ||
| 485 | court or administrative agency or otherwise assert a claim for infringement of | ||
| 486 | Intellectual Property Rights owned or licensable by Licensee or its Affiliates | ||
| 487 | against (a) The Qt Company or any of its Affiliates; or (b) any other recipient | ||
| 488 | of a license from The Qt Company with respect to the Licensed Software; or (c) | ||
| 489 | any contractor, customer or distributor of a Party listed above in a or b; where | ||
| 490 | such suit or claim relates to the use of the Licensed Software. 16.3.2 Mutual | ||
| 491 | right to Terminate Either party shall have the right to terminate this Agreement | ||
| 492 | immediately upon written notice in the event that the other party becomes | ||
| 493 | insolvent, files for any form of bankruptcy, makes any assignment for the | ||
| 494 | benefit of creditors, has a receiver, administrative receiver or officer | ||
| 495 | appointed over the whole or a substantial part of its assets, ceases to conduct | ||
| 496 | business, or an act equivalent to any of the above occurs under the laws of the | ||
| 497 | jurisdiction of the other party. 16.3.3 Parties´ Rights and Duties upon | ||
| 498 | Termination 16.3.3.1 Licensed Software which has not been subject to | ||
| 499 | Distribution Upon termination of the Licenses, Licensee shall cease using the | ||
| 500 | Licensed Software and return to The Qt Company all copies of Licensed Software | ||
| 501 | that were supplied by The Qt Company. All other copies of Licensed Software in | ||
| 502 | the possession or control of Licensee must be erased or destroyed. An officer of | ||
| 503 | Licensee must promptly deliver to The Qt Company a written confirmation that | ||
| 504 | this has occurred. 16.3.3.2 Licensed Software which has been distributed in | ||
| 505 | connection with Licensed Products Upon termination or expiration of this | ||
| 506 | Agreement, the following rights granted hereunder, shall terminate, as follows: | ||
| 507 | a) Licensee shall, within: (i) thirty (30) days if termination is based on | ||
| 508 | Sections 16.3.1, 16.3.2, 15.2; or (ii) within six (6) months of the termination | ||
| 509 | date, if termination is based on any other reason, discontinue all copying, | ||
| 510 | embedding, production and distribution of any copies of the Licensed, and will | ||
| 511 | cause any third parties who obtained from it the right to manufacture or | ||
| 512 | distribution of copies of the Licensed Software to do likewise. b) Any | ||
| 513 | termination of this Agreement shall not affect any rights of an end-user to use | ||
| 514 | the Licensed Software. c) Licensee shall cease using the Licensed Software as | ||
| 515 | provided for above, including without limitation all source code, master | ||
| 516 | diskettes and tapes, user manuals for the Licensed Software and Documentation, | ||
| 517 | and deliver such to The Qt Company and/or permanently destroy all copies of the | ||
| 518 | Licensed Software and all materials relating to the Licensed Software, except | ||
| 519 | that Licensee may retain and exploit only such copies of the Licensed Software | ||
| 520 | as it may reasonably require in providing continued support to its end-user | ||
| 521 | customers, and will certify that that is the case upon the request of the The Qt | ||
| 522 | Company. 16.4 Surviving Sections Any terms and conditions that by their nature | ||
| 523 | or otherwise reasonably should survive a cancellation or termination of this | ||
| 524 | Agreement shall also be deemed to survive. The following Sections and | ||
| 525 | Subsections of this Agreement shall survive its termination: 3, 10, 11, 13, 15, | ||
| 526 | 16.3, 16.9, but none of the licenses or rights granted to Licensee shall | ||
| 527 | survive. Any obligation to make payment (including, without limitation, any | ||
| 528 | obligation to pay License Fees, interest, and taxes) shall also survive | ||
| 529 | termination of this Agreement and be paid in accordance with this Agreement. | ||
| 530 | 16.5 Entire Agreement This Agreement constitutes the complete agreement between | ||
| 531 | the parties and supersedes all prior or contemporaneous discussions, | ||
| 532 | representations, and proposals, written or oral, with respect to the subject | ||
| 533 | matters discussed herein, with the exception of the non-disclosure agreement | ||
| 534 | executed by the parties in connection with this Agreement ("Non-Disclosure | ||
| 535 | Agreement"), if any, shall be subject to Section 13. No modification of this | ||
| 536 | Agreement shall be effective unless contained in a writing executed by an | ||
| 537 | authorized representative of each party. No term or condition contained in | ||
| 538 | Licensee's purchase order shall apply unless expressly accepted by The Qt | ||
| 539 | Company in writing. If any provision of the Agreement is found void or | ||
| 540 | unenforceable, the remainder shall remain valid and enforceable according to its | ||
| 541 | terms. If any remedy provided is determined to have failed for its essential | ||
| 542 | purpose, all limitations of liability and exclusions of damages set forth in | ||
| 543 | this Agreement shall remain in effect. | ||
| 544 | |||
| 545 | 16.6 Force Majeure Neither party shall be liable to the other for any delay or | ||
| 546 | non-performance of its obligations hereunder other than the obligation of paying | ||
| 547 | the license fees in the event and to the extent that such delay or non- | ||
| 548 | performance is due to an event of Force Majeure (as defined below). If any event | ||
| 549 | of Force Majeure results in a delay or non-performance of a party for a period | ||
| 550 | of three (3) months or longer, then either party shall have the right to | ||
| 551 | terminate this Agreement with immediate effect without any liability (except for | ||
| 552 | the obligations of payment arising prior to the event of Force Majeure) towards | ||
| 553 | the other party. A "Force Majeure" event shall mean an act of God, terrorist | ||
| 554 | attack or other catastrophic event of nature that prevents either party for | ||
| 555 | fulfilling its obligations under this Agreement. | ||
| 556 | |||
| 557 | 16.7 Notices Any notice given by one party to the other shall be deemed properly | ||
| 558 | given and deemed received if specifically acknowledged by the receiving party in | ||
| 559 | writing or when successfully delivered to the recipient by hand, fax, or special | ||
| 560 | courier during normal business hours on a business day to the addresses | ||
| 561 | specified below. Each communication and document made or delivered by one party | ||
| 562 | to the other party pursuant to this Agreement shall be in the English language | ||
| 563 | or accompanied by a translation thereof. Notices to The Qt Company shall be | ||
| 564 | given to: The Qt Company Ltd Attn: Legal Valimotie 21 FI-00380 Helsinki Finland | ||
| 565 | Fax: +358 10 313 3700 16.8 Export Control Licensee acknowledges that the | ||
| 566 | Licensed Software may be subject to export control restrictions of various | ||
| 567 | countries. Licensee shall fully comply with all applicable export license | ||
| 568 | restrictions and requirements as well as with all laws and regulations relating | ||
| 569 | to the importation of the Licensed Software and/or Modified Software and/or | ||
| 570 | Applications and shall procure all necessary governmental authorizations, | ||
| 571 | including without limitation, all necessary licenses, approvals, permissions or | ||
| 572 | consents, where necessary for the re- exportation of the Licensed Software, | ||
| 573 | Modified Software or Applications. | ||
| 574 | |||
| 575 | 16.9 Governing Law and Legal Venue This Agreement shall be construed and | ||
| 576 | interpreted in accordance with the laws of Finland, excluding its choice of law | ||
| 577 | provisions. Any disputes, controversy or claim arising out of or relating to | ||
| 578 | this Agreement, or the breach, termination or validity thereof shall be shall be | ||
| 579 | finally settled by arbitration in accordance with the Arbitration Rules of the | ||
| 580 | Central Chamber of Commerce of Finland. The arbitration tribunal shall consist | ||
| 581 | of one (1), or if either Party so requires, of three (3), arbitrators. The award | ||
| 582 | shall be final and binding and enforceable in any court of competent | ||
| 583 | jurisdiction. The arbitration shall be held in Helsinki, Finland and the process | ||
| 584 | shall be conducted in the English language. | ||
| 585 | |||
| 586 | 16.10 No Implied License There are no implied licenses or other implied rights | ||
| 587 | granted under this Agreement, and all rights, save for those expressly granted | ||
| 588 | hereunder, shall remain with The Qt Company and its licensors. In addition, no | ||
| 589 | licenses or immunities are granted to the combination of the Licensed Software | ||
| 590 | and/or Modified Software, as applicable, with any other software or hardware not | ||
| 591 | delivered by The Qt Company under this Agreement. | ||
| 592 | |||
| 593 | Appendix 1: Licensed Software | ||
| 594 | |||
| 595 | 1. Parts of the Licensed Software that are permitted for distribution | ||
| 596 | ("Redistributables") - The Licensed Software's essential and add-on libraries as | ||
| 597 | listed in the License Certificate in object code form - The Licensed Software's | ||
| 598 | configuration tool ("qtconfig") - The Licensed Software's help tool in object | ||
| 599 | code/executable form ("Qt Assistant") - The Licensed Software's | ||
| 600 | internationalization 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 | ||
| 603 | plug-ins which are delivered to Licensee only in object code - The Licensed | ||
| 604 | Software's QML ("Qt Quick") launcher tool ("qmlscene" and "qmlviewer") in object | ||
| 605 | code/executable form - The Licensed Software's installer framework | ||
| 606 | |||
| 607 | 2. Parts of the Licensed Software that are not permitted for distribution | ||
| 608 | without a separate SDK distribution license agreement include, but are not | ||
| 609 | limited to - The Licensed Software's source code and header files - The Licensed | ||
| 610 | Software's documentation - The Licensed Software's documentation generation tool | ||
| 611 | ("qdoc") - The Licensed Software's tool for writing makefiles ("qmake") - The | ||
| 612 | Licensed Software's Meta Object Compiler ("moc") - The Licensed Software's User | ||
| 613 | Interface Compiler ("uic" or in the case of Qt Jambi: "juic") - The Licensed | ||
| 614 | Software's Resource Compiler ("rcc") - The Licensed Software's generator (only | ||
| 615 | in the case of Qt Jambi if applicable) - The Licensed Software's parts of the | ||
| 616 | IDE tool ("Qt Creator") that are delivered to Licensee only in object code - The | ||
| 617 | Licensed Software's Emulator - Build scripts, recipes and other material for | ||
| 618 | creating the configuration of Licensed Software and/or 3rd party components, | ||
| 619 | including the reference operating system configuration delivered in conjunction | ||
| 620 | with the Licensed Software | ||
| 621 | |||
| 622 | Appendix 2: Distribution Licensing | ||
| 623 | |||
| 624 | I - Definitions The terms used in this Appendix 3 shall have the same meaning as | ||
| 625 | defined in the main part of the Agreement. "Sublicensed Software" shall mean the | ||
| 626 | Licensed Software, which is sublicensed to end-users (Sublicensees) in | ||
| 627 | accordance with Section 5.2 of the Agreement. "Sublicensee" shall mean the | ||
| 628 | end-user to which the Sublicensed Software is licensed. "Sublicense" shall mean | ||
| 629 | the license given by Licensee to Sublicensee in accordance with Section 5.2 of | ||
| 630 | the Agreement and this Appendix 3. II - Sublicensing The sublicensing referred | ||
| 631 | to in Section 5.2 of the Agreement must satisfy the criteria set forth under | ||
| 632 | sections 1 - 11 below: 1. Source code. Only the object code of the Sublicensed | ||
| 633 | Software may be sublicensed. Unless authorized in a separate agreement with The | ||
| 634 | Qt Company, the source code may not be sublicensed. 2. End-User Documentation. | ||
| 635 | Sublicensee may be given the right to use the end-user Documentation, provided | ||
| 636 | that such rights are limited to use in connection with the Sublicensed Software. | ||
| 637 | Whenever the context reasonably permits, any reference in this Appendix to | ||
| 638 | Sublicensed Software shall also apply to the end-user Documentation. 3. | ||
| 639 | Limitations on Numbers of Computers and Processors. The Sublicensee's right to | ||
| 640 | use the Sublicensed Software must be limited so that each Sublicense can only be | ||
| 641 | used on a single computer or processor within the possession and control of the | ||
| 642 | Sublicensee. Each Sublicense may not withstanding the foregoing also cover | ||
| 643 | additional computers or processors, but in such case, each additional computer | ||
| 644 | or processor covered by the Sublicense shall require Licensee's purchase of one | ||
| 645 | additional Distribution license from The Qt Company. 4. Limits on Use, | ||
| 646 | Distribution and Derivative Works. The Sublicense and Sublicensee's rights must | ||
| 647 | be limited to Sublicensee's internal use purposes only and must not include any | ||
| 648 | license, right or authorization to distribute or disclose any copy or portion of | ||
| 649 | the Sublicensed Software to any other person. Sublicensee must not be given the | ||
| 650 | right to modify or create derivative works based on the Sublicensed Software, | ||
| 651 | and it must be stated explicitly in the Sublicense that such modification or | ||
| 652 | creation is prohibited. | ||
| 653 | |||
| 654 | 5. Copies. Sublicensee may be given the right to make copies of the Sublicensed | ||
| 655 | Software, provided that any such copy: (a) is created as an essential step in | ||
| 656 | the 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 | ||
| 658 | Software. Sublicensee may also be given the right to make copies of Sublicensed | ||
| 659 | Software to the extent reasonably needed to exercise rights under the | ||
| 660 | Sublicense. Sublicensee must be obliged under the Sublicense to make sure that | ||
| 661 | all The Qt Company trademark, copyright and intellectual property notices are | ||
| 662 | faithfully reproduced and included on copies made by Sublicensee. Sublicensee | ||
| 663 | may be given the right to make copies of the Documentation, but only as | ||
| 664 | reasonably needed to facilitate the use of Sublicensed Software. Sublicensee may | ||
| 665 | not be given the right to make any other copies of Licensed Software or | ||
| 666 | Documentation unless and except as permitted by The Qt Company in a separate, | ||
| 667 | written agreement. 6. Other Versions and Updates. If Licensee is entitled to | ||
| 668 | Updates in accordance with Section 12of the Agreement, such Updates may also be | ||
| 669 | sublicensed, subject to the terms and conditions found in this Appendix 3. 7. | ||
| 670 | Protection of Sublicensed Software. Except as expressly permitted in this | ||
| 671 | Appendix 3 (or in another written agreement with The Qt Company), Sublicensee | ||
| 672 | must not be given any rights to modify or create derivative works based on | ||
| 673 | Sublicensed Software, or reproduce Sublicensed Software, or distribute any | ||
| 674 | copies of Sublicensed Software, or disclose any Sublicensed Software to any | ||
| 675 | third party, or decompile, disassemble or otherwise reverse engineer Sublicensed | ||
| 676 | Software, or use any Sublicensed Software or information learned therefrom. | ||
| 677 | Sublicensee must as part of the contractual terms in the Sublicense acknowledge | ||
| 678 | that The Qt Company and its licensors own the copyrights and other intellectual | ||
| 679 | property in and to the Sublicensed Software. 8. Disclaimers Of Warranties. | ||
| 680 | Licensee may not give any warranties regarding the Sublicensed Software to | ||
| 681 | Sublicensee on behalf of The Qt Company. 9. Responsibility of Sublicensee. | ||
| 682 | Sublicensee shall, as part of the Sublicense, be made responsible for decisions | ||
| 683 | made and actions taken based on Sublicensed Software. Sublicensee shall as part | ||
| 684 | of the contractual terms of the Sublicense be made aware that the Sublicensed | ||
| 685 | Software is not designed, intended or licensed for use in or with systems, | ||
| 686 | devices or products intended for surgical implant into the body or other | ||
| 687 | applications intended to support or sustain life or for any aviation or nuclear | ||
| 688 | reactor application or any other application in which the software or its | ||
| 689 | failure, malfunction or inadequacy could directly or indirectly cause or | ||
| 690 | contribute to personal injury or death or significant property damage. It shall | ||
| 691 | further be stated in the Sublicense that it is Sublicensee's responsibility to | ||
| 692 | ascertain the suitability of Sublicensed Software for any situation or | ||
| 693 | application. It shall also be stated that the Sublicense defines a mutually | ||
| 694 | agreed-upon allocation of risk and the Sublicense fees reflect such allocation | ||
| 695 | of risk. 10. Termination. Licensee shall, as part of the terms of the | ||
| 696 | Sublicense, be entitled to terminate the Sublicense granted to Sublicensee if | ||
| 697 | Sublicensee breaches terms and conditions set to comply with this Appendix 3. | ||
| 698 | The Qt Company may instruct Licensee to terminate the Sublicense without undue | ||
| 699 | delay if termination is warranted in accordance with the foregoing. Upon | ||
| 700 | termination of the Sublicense, Sublicensee shall be obliged to immediately cease | ||
| 701 | all use of Sublicensed Software and to destroy all copies of Sublicensed | ||
| 702 | Software within the possession or control of Sublicensee. 11. Mandatory law. The | ||
| 703 | requirements above shall not apply to the extent they contravene mandatory | ||
| 704 | provisions of the law governing the Sublicense, but in such case, The Qt Company | ||
| 705 | shall be notified about the changes. | ||
| 706 | |||
