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.

