From fe3817d027fb03189a3aa4cd49b511a9e8f298c0 Mon Sep 17 00:00:00 2001 From: Samuli Piippo Date: Mon, 6 Jun 2016 11:11:28 +0300 Subject: Add Qt for Device Creation license Replace CLOSED and QtEnteprise licenses with the Qt for Device Creation license on all recipes. Change-Id: I02fddc0ee4375bddf18a6c1f7ab093462a5f5153 Reviewed-by: Kalle Viironen --- licenses/QtEnterprise | 706 -------------------------------------------------- 1 file changed, 706 deletions(-) delete mode 100644 licenses/QtEnterprise (limited to 'licenses/QtEnterprise') diff --git a/licenses/QtEnterprise b/licenses/QtEnterprise deleted file mode 100644 index 29a4f47..0000000 --- a/licenses/QtEnterprise +++ /dev/null @@ -1,706 +0,0 @@ -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. - -- cgit v1.2.3-54-g00ecf