diff options
| author | Jani Suonpera <jani.suonpera@qt.io> | 2020-12-10 09:03:39 +0200 |
|---|---|---|
| committer | Martin Jansa <Martin.Jansa@gmail.com> | 2021-01-22 12:00:07 +0100 |
| commit | 280487f20bca829527a597d6263b0344a01917ac (patch) | |
| tree | 921fe264e59fe40394e4b38d76020ccea595a0aa /licenses | |
| parent | cad441b37681ec1c23ccf20e7cbeffdc9d7ba808 (diff) | |
| download | meta-qt5-280487f20bca829527a597d6263b0344a01917ac.tar.gz | |
Update to Qt 5.15.2
Signed-off-by: Jani Suonpera <jani.suonpera@qt.io>
Change-Id: I5992e74cf524f9378dab64503345111b1cc159f2
Diffstat (limited to 'licenses')
| -rw-r--r-- | licenses/The-Qt-Company-Commercial | 1964 |
1 files changed, 1005 insertions, 959 deletions
diff --git a/licenses/The-Qt-Company-Commercial b/licenses/The-Qt-Company-Commercial index 7be8fb5d..19a20ea4 100644 --- a/licenses/The-Qt-Company-Commercial +++ b/licenses/The-Qt-Company-Commercial | |||
| @@ -1,6 +1,7 @@ | |||
| 1 | QT LICENSE AGREEMENT Agreement version 4.2 | 1 | QT LICENSE AGREEMENT |
| 2 | Agreement version 4.2.1 | ||
| 2 | 3 | ||
| 3 | This Qt License Agreement (“Agreement”) is a legal agreement for the licensing | 4 | This Qt License Agreement ("Agreement") is a legal agreement for the licensing |
| 4 | of Licensed Software (as defined below) between The Qt Company (as defined | 5 | of Licensed Software (as defined below) between The Qt Company (as defined |
| 5 | below) and the Licensee who has accepted the terms of this Agreement by | 6 | below) and the Licensee who has accepted the terms of this Agreement by |
| 6 | downloading or using the Licensed Software and/or as defined herein: | 7 | downloading or using the Licensed Software and/or as defined herein: |
| @@ -17,283 +18,276 @@ WHEREAS: | |||
| 17 | 18 | ||
| 18 | NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS: | 19 | NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS: |
| 19 | 20 | ||
| 20 | |||
| 21 | 1. DEFINITIONS | 21 | 1. DEFINITIONS |
| 22 | 22 | "Affiliate" of a Party shall mean an entity (i) which is directly or indirectly | |
| 23 | “Affiliate” of a Party shall mean an entity (i) which is directly | 23 | controlling such Party; (ii) which is under the same direct or indirect |
| 24 | or indirectly controlling such Party; (ii) which is under the same direct or | 24 | ownership or control as such Party; or (iii) which is directly or indirectly |
| 25 | indirect ownership or control as such Party; or (iii) which is directly or | 25 | owned or controlled by such Party. For these purposes, an entity shall be |
| 26 | indirectly owned or controlled by such Party. For these purposes, an entity | 26 | treated as being controlled by another if that other entity has fifty percent |
| 27 | shall be treated as being controlled by another if that other entity has fifty | 27 | (50 %) or more of the votes in such entity, is able to direct its affairs |
| 28 | percent (50 %) or more of the votes in such entity, is able to direct its | 28 | and/or to control the composition of its board of directors or equivalent body. |
| 29 | affairs and/or to control the composition of its board of directors or | 29 | |
| 30 | equivalent body. | 30 | "Add-on Products" shall mean The Qt Company's specific add-on software products |
| 31 | 31 | (for example Qt Safe Renderer, Qt for Automation, Qt Application Manager), | |
| 32 | “Add-on Products” shall mean The Qt Company’s specific add-on software products | 32 | which are not licensed as part of The Qt Company's standard offering, but shall |
| 33 | (for example Qt Safe Renderer, Qt for Automation, Qt Application Manager), which | 33 | be included into the scope of Licensed Software only if so specifically agreed |
| 34 | are not licensed as part of The Qt Company’s standard offering, but shall be | ||
| 35 | included into the scope of Licensed Software only if so specifically agreed | ||
| 36 | between the Parties. | 34 | between the Parties. |
| 37 | 35 | ||
| 38 | “Applications” shall mean Licensee's software products created using the | 36 | "Applications" shall mean Licensee's software products created using the |
| 39 | Licensed Software, which may include the Redistributables, or part thereof. | 37 | Licensed Software, which may include the Redistributables, or part thereof. |
| 40 | 38 | ||
| 41 | “Contractor(s)” shall mean third party consultants, distributors and contractors | 39 | "Contractor(s)" shall mean third party consultants, distributors and |
| 42 | performing services to the Licensee under applicable contractual arrangement. | 40 | contractors performing services to the Licensee under applicable contractual |
| 41 | arrangement. | ||
| 43 | 42 | ||
| 44 | “Customer(s)” shall mean Licensee’s end users to whom Licensee, directly or | 43 | "Customer(s)" shall mean Licensee's end users to whom Licensee, directly or |
| 45 | indirectly, distributes copies of the Redistributables. | 44 | indirectly, distributes copies of the Redistributables. |
| 46 | 45 | ||
| 47 | “Data Protection Legislation” shall mean the General Data Protection Regulation | 46 | "Data Protection Legislation" shall mean the General Data Protection Regulation |
| 48 | (EU 2016/679) (GDPR) and any national implementing laws, regulations and | 47 | (EU 2016/679) (GDPR) and any national implementing laws, regulations and |
| 49 | secondary legislation, as may be amended or updated from time to time, as well | 48 | secondary legislation, as may be amended or updated from time to time, as well |
| 50 | as any other data protection laws or regulations applicable in relevant | 49 | as any other data protection laws or regulations applicable in relevant |
| 51 | territory. | 50 | territory. |
| 52 | 51 | ||
| 53 | “Deployment Platforms” shall mean operating systems specified in the License | 52 | "Deployment Platforms" shall mean operating systems and/or hardware specified |
| 54 | Certificate, on which the Redistributables can be distributed pursuant to the | 53 | in the License Certificate, on which the Redistributables can be distributed |
| 55 | terms and conditions of this Agreement. | 54 | pursuant to the terms and conditions of this Agreement. |
| 56 | 55 | ||
| 57 | “Designated User(s)” shall mean the employee(s) of Licensee or Licensee’s | 56 | "Designated User(s)" shall mean the employee(s) of Licensee or Licensee's |
| 58 | Affiliates acting within the scope of their employment or Licensee's Contractors | 57 | Affiliates acting within the scope of their employment or Licensee's |
| 59 | acting within the scope of their services for Licensee and on behalf of | 58 | Contractors acting within the scope of their services for Licensee and on |
| 60 | Licensee. Designated Users shall be named in the License Certificate. | 59 | behalf of Licensee. Designated Users shall be named in the License Certificate. |
| 61 | 60 | ||
| 62 | “Development License” shall mean the license needed by the Licensee for each | 61 | "Development License" shall mean the license needed by the Licensee for each |
| 63 | Designated User to use the Licensed Software under the license grant described | 62 | Designated User to use the Licensed Software under the license grant described |
| 64 | in Section 3.1 of this Agreement. Development Licenses are available separately | 63 | in Section 3.1 of this Agreement. Development Licenses are available |
| 65 | for Qt for Application Development and Qt for Device Creation products, each | 64 | separately for Qt for Application Development and Qt for Device Creation |
| 66 | product having its designated scope and purpose of use. Distribution Licenses | 65 | products, each product having its designated scope and purpose of use. |
| 67 | are always connected to Qt for Device Creation product only. | 66 | Distribution Licenses are always connected to Qt for Device Creation |
| 67 | product only. | ||
| 68 | 68 | ||
| 69 | “Development Platforms” shall mean those operating systems specified in the | 69 | "Development Platforms" shall mean those operating systems specified in the |
| 70 | License Certificate, in which the Licensed Software can be used under the | 70 | License Certificate, in which the Licensed Software can be used under the |
| 71 | Development License, but not distributed in any form or used for any other | 71 | Development License, but not distributed in any form or used for any other |
| 72 | purpose. | 72 | purpose. |
| 73 | 73 | ||
| 74 | “Devices” shall mean hardware devices or products that 1) are manufactured | 74 | "Devices" shall mean hardware devices or products that 1) are manufactured |
| 75 | and/or distributed by the Licensee or its Affiliates or Contractors, and (2)(i) | 75 | and/or distributed by the Licensee or its Affiliates or Contractors, and |
| 76 | incorporate or integrate the Redistributables or parts thereof; or (ii) where | 76 | (2)(i) incorporate or integrate the Redistributables or parts thereof; or (ii) |
| 77 | the main user interface or substantial functionality of such unit , when used by | 77 | where the main user interface or substantial functionality of such unit , when |
| 78 | a Customer, is provided by Application(s) or otherwise depends on the Licensed | 78 | used by a Customer, is provided by Application(s) or otherwise depends on the |
| 79 | Software, regardless of whether the Redistributables are distributed together | 79 | Licensed Software, regardless of whether the Redistributables are distributed |
| 80 | with the hardware or not. Devices covered with this Agreement shall be specified | 80 | together with the hardware or not. Devices covered with this Agreement shall |
| 81 | in Appendix 2 or in a quote. | 81 | be specified in Appendix 2 or in a quote. |
| 82 | 82 | ||
| 83 | “Distribution License(s)” shall mean the license required for any kind of sale, | 83 | "Distribution License(s)" shall mean the license required for any kind of sale, |
| 84 | trade, exchange, loan, lease, rental or other distribution by or on behalf of | 84 | trade, exchange, loan, lease, rental or other distribution by or on behalf of |
| 85 | Licensee to a third party of Redistributables in connection with Devices | 85 | Licensee to a third party of Redistributables in connection with Devices |
| 86 | pursuant to license grant described in Section 3.3 of this Agreement. | 86 | pursuant to license grant described in Section 3.3 of this Agreement. |
| 87 | 87 | ||
| 88 | “Distribution License Packs” shall mean set of prepaid Distribution Licenses for | 88 | "Distribution License Packs" shall mean set of prepaid Distribution Licenses |
| 89 | distribution of Redistributables, as defined in The Qt Company’s standard price | 89 | for distribution of Redistributables, as defined in The Qt Company's standard |
| 90 | list, quote, Purchase Order confirmation or in an appendix hereto, as the case | 90 | price list, quote, Purchase Order confirmation or in an appendix hereto, as |
| 91 | may be. | 91 | the case may be. |
| 92 | 92 | ||
| 93 | “Intellectual Property Rights” shall mean patents (including utility models), | 93 | "Intellectual Property Rights" shall mean patents (including utility models), |
| 94 | design patents, and designs (whether or not capable of registration), chip | 94 | design patents, and designs (whether or not capable of registration), chip |
| 95 | topography rights and other like protection, copyrights, trademarks, service | 95 | topography rights and other like protection, copyrights, trademarks, service |
| 96 | marks, trade names, logos or other words or symbols and any other form of | 96 | marks, trade names, logos or other words or symbols and any other form of |
| 97 | statutory protection of any kind and applications for any of the foregoing as | 97 | statutory protection of any kind and applications for any of the foregoing as |
| 98 | well as any trade secrets. | 98 | well as any trade secrets. |
| 99 | 99 | ||
| 100 | “License Certificate” shall mean a certificate generated by The Qt Company for | 100 | "License Certificate" shall mean a certificate generated by The Qt Company for |
| 101 | each Designated User respectively upon them downloading the Licensed Software, | 101 | each Designated User respectively upon them downloading the Licensed Software, |
| 102 | which will be available under respective Designated User’s Qt Account at | 102 | which will be available under respective Designated User's Qt Account at |
| 103 | account.qt.io. License Certificates will specify the Designated User, the | 103 | account.qt.io. License Certificates will specify the Designated User, the |
| 104 | Development Platforms, Deployment Platforms and the License Term. Such terms are | 104 | Development Platforms, Deployment Platforms and the License Term. Such terms |
| 105 | considered part of the licenses granted hereunder and shall be updated from time | 105 | are considered part of the licenses granted hereunder and shall be updated |
| 106 | to time to reflect any agreed changes to the foregoing terms relating to | 106 | from time to time to reflect any agreed changes to the foregoing terms |
| 107 | Designated User’s rights to the Licensed Software. | 107 | relating to Designated User's rights to the Licensed Software. |
| 108 | 108 | ||
| 109 | “License Fee” shall mean the fee charged to the Licensee for rights granted | 109 | "License Fee" shall mean the fee charged to the Licensee for rights granted |
| 110 | under the terms of this Agreement. | 110 | under the terms of this Agreement. |
| 111 | 111 | ||
| 112 | “License Term” shall mean the agreed validity period of the Development License | 112 | "License Term" shall mean the agreed validity period of the Development License |
| 113 | of the respective Designated User, during which time the Designated User is | 113 | of the respective Designated User, during which time the Designated User is |
| 114 | entitled to use the Licensed Software, as set forth in the respective License | 114 | entitled to use the Licensed Software, as set forth in the respective License |
| 115 | Certificate. | 115 | Certificate. |
| 116 | 116 | ||
| 117 | “Licensed Software” shall mean either | 117 | "Licensed Software" shall mean either |
| 118 | (i) Qt for Application Development or | 118 | (i) Qt for Application Development or |
| 119 | (ii) Qt for Device Creation, and/or | 119 | (ii) Qt for Device Creation, and/or |
| 120 | (iii) Qt 3D Studio, and/or | 120 | (iii) Qt 3D Studio, and/or |
| 121 | (iv) Qt Design Studio, and/or | 121 | (iv) Qt Design Studio, and/or |
| 122 | (v) selected Add-on Products, if any, | 122 | (v) Qt for MCUs, and/or |
| 123 | (vi) selected Add-on Products, if any, | ||
| 123 | 124 | ||
| 124 | depending on which product(s) the Licensee has purchased under this Agreement, | 125 | depending on which product(s) the Licensee has purchased under this Agreement, |
| 125 | as well as corresponding online or electronic documentation, associated media | 126 | as well as corresponding online or electronic documentation, associated media |
| 126 | and printed materials, including the source code, example programs and the | 127 | and printed materials, including the source code (where applicable), example |
| 127 | documentation, licensed to the Licensee under this Agreement. Licensed Software | 128 | programs and the documentation, licensed to the Licensee under this Agreement. |
| 128 | does not include Third Party Software (as defined in Section 4) or Open Source | 129 | Licensed Software does not include Third Party Software (as defined in Section |
| 129 | Qt. The Qt Company may, in the course of its development activities, at its free | 130 | 4) or Open Source Qt. The Qt Company may, in the course of its development |
| 130 | and absolute discretion and without any obligation to send or publish any | 131 | activities, at its free and absolute discretion and without any obligation to |
| 131 | notifications to the Licensee or in general, make changes, additions or | 132 | send or publish any notifications to the Licensee or in general, make changes, |
| 132 | deletions in the components and functionalities of the Licensed Software, | 133 | additions or deletions in the components and functionalities of the Licensed |
| 133 | provided that no such changes, additions or deletions will affect the already | 134 | Software, provided that no such changes, additions or deletions will affect |
| 134 | released version of the Licensed Software, but only upcoming version(s). | 135 | the already released version of the Licensed Software, but only upcoming |
| 135 | 136 | version(s). | |
| 136 | “Licensee” shall mean the individual or legal entity that is party to this | 137 | |
| 138 | "Licensee" shall mean the individual or legal entity that is party to this | ||
| 137 | Agreement, as identified on the signature page hereof. | 139 | Agreement, as identified on the signature page hereof. |
| 138 | 140 | ||
| 139 | “Licensee’s Records” shall mean books and records that are likely to contain | 141 | "Licensee's Records" shall mean books and records that are likely to contain |
| 140 | information bearing on Licensee’s compliance with this Agreement, Licensee’s use | 142 | information bearing on Licensee's compliance with this Agreement, Licensee's |
| 141 | of Open Source Qt and/or the payments due to The Qt Company under this | 143 | use of Open Source Qt and/or the payments due to The Qt Company under this |
| 142 | Agreement, including, but not limited to user information, assembly logs, sales | 144 | Agreement, including, but not limited to user information, assembly logs, |
| 143 | records and distribution records. | 145 | sales records and distribution records. |
| 144 | 146 | ||
| 145 | “Modified Software” shall have the meaning as set forth in Section 2.3. | 147 | "Modified Software" shall have the meaning as set forth in Section 2.3. |
| 146 | 148 | ||
| 147 | “Online Services” shall mean any services or access to systems made available by | 149 | "Online Services" shall mean any services or access to systems made available |
| 148 | The Qt Company to the Licensee over the Internet relating to the Licensed | 150 | by The Qt Company to the Licensee over the Internet relating to the Licensed |
| 149 | Software or for the purpose of use by the Licensee of the Licensed Software or | 151 | Software or for the purpose of use by the Licensee of the Licensed Software or |
| 150 | Support. Use of any such Online Services is discretionary for the Licensee and | 152 | Support. Use of any such Online Services is discretionary for the Licensee and |
| 151 | some of them may be subject to additional fees. | 153 | some of them may be subject to additional fees. |
| 152 | 154 | ||
| 153 | “Open Source Qt” shall mean the non-commercial Qt computer software products, | 155 | "Open Source Qt" shall mean the non-commercial Qt computer software products, |
| 154 | licensed under the terms of the GNU Lesser General Public License, version 2.1 | 156 | licensed under the terms of the GNU Lesser General Public License, version 2.1 |
| 155 | or later (“LGPL”) or the GNU General Public License, version 2.0 or later | 157 | or later ("LGPL") or the GNU General Public License, version 2.0 or later |
| 156 | (“GPL”). For clarity, Open Source Qt shall not be provided nor governed under | 158 | ("GPL"). For clarity, Open Source Qt shall not be provided nor governed under |
| 157 | this Agreement. | 159 | this Agreement. |
| 158 | 160 | ||
| 159 | ”Party” or “Parties” shall mean Licensee and/or The Qt Company. | 161 | "Party" or "Parties" shall mean Licensee and/or The Qt Company. |
| 160 | 162 | ||
| 161 | “Permitted Combination” shall have the meaning as set forth in Section | 163 | "Permitted Combination" shall have the meaning as set forth in Section |
| 162 | 3.4(viii). | 164 | 3.4(viii). |
| 163 | 165 | ||
| 164 | “Pre-Release Code” shall have the meaning as set forth in Section 4. | 166 | "Pre-Release Code" shall have the meaning as set forth in Section 4. |
| 165 | 167 | ||
| 166 | “Prohibited Combination” shall mean any means to (i) use, combine, incorporate, | 168 | "Prohibited Combination" shall mean any means to (i) use, combine, incorporate, |
| 167 | link or integrate Licensed Software with any software created with or | 169 | link or integrate Licensed Software with any software created with or |
| 168 | incorporating Open Source Qt, (ii) use Licensed Software for creation of any | 170 | incorporating Open Source Qt, (ii) use Licensed Software for creation of any |
| 169 | software created with or incorporating Open Source Qt, or (iii) incorporate or | 171 | software created with or incorporating Open Source Qt, or (iii) incorporate or |
| 170 | integrate Applications into a hardware device or product other than a Device. | 172 | integrate Applications into a hardware device or product other than a Device. |
| 171 | 173 | ||
| 172 | “Qt 3D Studio” shall mean all versions of The Qt Company’s Qt 3D Studio, a 3D | 174 | "Qt 3D Studio" shall mean The Qt Company's productized offering, which consist |
| 173 | user interface design and development environment for rapid designing and | 175 | of all versions of modules and tools as set forth in Appendix 1. |
| 174 | prototyping of animated user interfaces. | ||
| 175 | 176 | ||
| 176 | “Qt Design Studio” shall mean all versions of The Qt Company’s Qt Design Studio | 177 | "Qt Design Studio" shall mean The Qt Company's productized offering, which |
| 177 | tool, a user interface design and development environment for rapid designing | 178 | consist of all versions of modules and tools as set forth in Appendix 1. |
| 178 | and prototyping of animated user interfaces. | ||
| 179 | 179 | ||
| 180 | “Qt for Application Development” shall mean The Qt Company’s productized | 180 | "Qt for Application Development" shall mean The Qt Company's productized |
| 181 | offering, which consist of all versions of | 181 | offering, which consist of all versions of modules and tools as set forth in |
| 182 | (i) Qt Toolkit, and | 182 | Appendix 1. |
| 183 | (ii) Qt Tools/Applications. | ||
| 184 | 183 | ||
| 185 | “Qt for Device Creation” shall mean The Qt Company’s productized offering, which | 184 | "Qt for Device Creation" shall mean The Qt Company's productized offering, |
| 186 | consist of all versions of | 185 | which consist of all versions of modules and tools as set forth in Appendix 1. |
| 187 | (i) Qt for Application Development, and | ||
| 188 | (ii) Software components specific to embedded software development as set | ||
| 189 | forth in Appendix 1, Sections 1b and 1d. | ||
| 190 | 186 | ||
| 191 | “Qt Toolkit” shall mean the modules defined in Appendix 1, Section 1a. | 187 | "Qt for MCUs" shall mean The Qt Company's productized offering, which consist |
| 188 | of all versions of modules and tools as set forth in Appendix 1. | ||
| 192 | 189 | ||
| 193 | “Qt Tools/Applications” shall mean the tools defined in Appendix 1, Section 1c. | 190 | "Redistributables" shall mean the portions of the Licensed Software set forth |
| 191 | in Appendix 1 that may be distributed pursuant to the terms of this Agreement | ||
| 192 | in object code form only, including any relevant documentation. Where | ||
| 193 | relevant, any reference to Licensed Software in this Agreement shall include | ||
| 194 | and refer also to Redistributables. | ||
| 194 | 195 | ||
| 195 | "Redistributables" shall mean the portions of the Licensed Software set forth in | 196 | "Renewal Term" shall mean an extension of previous License Term as agreed |
| 196 | Appendix 1, Section 2 that may be distributed pursuant to the terms of this | ||
| 197 | Agreement in object code form only, including any relevant documentation. Where | ||
| 198 | relevant, any reference to Licensed Software in this Agreement shall include and | ||
| 199 | refer also to Redistributables. | ||
| 200 | |||
| 201 | “Renewal Term” shall mean an extension of previous License Term as agreed | ||
| 202 | between the Parties. | 197 | between the Parties. |
| 203 | 198 | ||
| 204 | “Submitted Modified Software” shall have the meaning as set forth in Section | 199 | "Submitted Modified Software" shall have the meaning as set forth in |
| 205 | 2.3. | 200 | Section 2.3. |
| 206 | 201 | ||
| 207 | “Support” shall mean standard developer support that is provided by The Qt | 202 | "Support" shall mean standard developer support that is provided by The Qt |
| 208 | Company to assist Designated Users in using the Licensed Software in accordance | 203 | Company to assist Designated Users in using the Licensed Software in |
| 209 | with The Qt Company’s standard support terms available at | 204 | accordance with The Qt Company's standard support terms available at |
| 210 | https://www.qt.io/terms-conditions/ and as further defined in Section 8 | 205 | https://www.qt.io/terms-conditions/ and as further defined in Section 8 |
| 211 | hereunder. | 206 | hereunder. |
| 212 | 207 | ||
| 213 | “Taxes” shall have the meaning set forth in Section 10.5. | 208 | "Taxes" shall have the meaning set forth in Section 10.5. |
| 214 | 209 | ||
| 215 | “Term” shall have the meaning set forth in Section 12. | 210 | "Term" shall have the meaning set forth in Section 12. |
| 216 | 211 | ||
| 217 | “The Qt Company” shall mean: | 212 | "The Qt Company" shall mean: |
| 218 | (i) in the event Licensee is an individual residing in the United States | 213 | (i) in the event Licensee is an individual residing in the United |
| 219 | or a legal entity incorporated in the United States or having its | 214 | States or a legal entity incorporated in the United States or |
| 220 | headquarters in the United States, The Qt Company Inc., a | 215 | having its headquarters in the United States, The Qt Company Inc., |
| 221 | Delaware corporation with its office at 2350 Mission College Blvd., | 216 | a Delaware corporation with its office at 2350 Mission College |
| 222 | Suite 1020, Santa Clara, CA 95054, USA.; or | 217 | Blvd., Suite 1020, Santa Clara, CA 95054, USA.; or |
| 223 | (ii) in the event the Licensee is an individual residing outside of the | 218 | (ii) in the event the Licensee is an individual residing outside of the |
| 224 | United States or a legal entity incorporated outside of the United | 219 | United States or a legal entity incorporated outside of the United |
| 225 | States or having its registered office outside of the United States, | 220 | States or having its registered office outside of the United |
| 226 | The Qt Company Ltd., a Finnish company with its registered office at | 221 | States, The Qt Company Ltd., a Finnish company with its registered |
| 227 | Bertel Jungin aukio D3A, 02600 Espoo, Finland. | 222 | office at Bertel Jungin aukio D3A, 02600 Espoo, Finland. |
| 228 | 223 | ||
| 229 | "Third Party Software " shall have the meaning set forth in Section 4. | 224 | "Third-Party Software" shall have the meaning set forth in Section 4. |
| 230 | 225 | ||
| 231 | “Updates” shall mean a release or version of the Licensed Software containing | 226 | "Updates" shall mean a release or version of the Licensed Software containing |
| 232 | bug fixes, error corrections and other changes that are generally made available | 227 | bug fixes, error corrections and other changes that are generally made |
| 233 | to users of the Licensed Software that have contracted for Support. Updates are | 228 | available to users of the Licensed Software that have contracted for Support. |
| 234 | generally depicted as a change to the digits following the decimal in the | 229 | Updates are generally depicted as a change to the digits following the decimal |
| 235 | Licensed Software version number. The Qt Company shall make Updates available to | 230 | in the Licensed Software version number. The Qt Company shall make Updates |
| 236 | the Licensee under the Support. Updates shall be considered as part of the | 231 | available to the Licensee under the Support. Updates shall be considered as |
| 237 | Licensed Software hereunder. | 232 | part of the Licensed Software hereunder. |
| 238 | 233 | ||
| 239 | “Upgrades” shall mean a release or version of the Licensed Software containing | 234 | "Upgrades" shall mean a release or version of the Licensed Software containing |
| 240 | enhancements and new features and are generally depicted as a change to the | 235 | enhancements and new features and are generally depicted as a change to the |
| 241 | first digit of the Licensed Software version number. In the event Upgrades are | 236 | first digit of the Licensed Software version number. In the event Upgrades are |
| 242 | provided to the Licensee under this Agreement, they shall be considered as part | 237 | provided to the Licensee under this Agreement, they shall be considered as |
| 243 | of the Licensed Software hereunder. | 238 | part of the Licensed Software hereunder. |
| 244 | 239 | ||
| 245 | 240 | ||
| 246 | 2. OWNERSHIP | 241 | 2. OWNERSHIP |
| 242 | 2.1. Ownership of The Qt Company | ||
| 243 | The Licensed Software is protected by copyright laws and international | ||
| 244 | copyright treaties, as well as other intellectual property laws and | ||
| 245 | treaties. The Licensed Software is licensed, not sold. | ||
| 247 | 246 | ||
| 248 | 2.1 Ownership of The Qt Company | 247 | All of The Qt Company's Intellectual Property Rights are and shall remain the |
| 249 | The Licensed Software is protected by copyright laws and international copyright | 248 | exclusive property of The Qt Company or its licensors respectively. |
| 250 | treaties, as well as other intellectual property laws and treaties. The Licensed | ||
| 251 | Software is licensed, not sold. All of The Qt Company's Intellectual Property | ||
| 252 | Rights are and shall remain the exclusive property of The Qt Company or its | ||
| 253 | licensors respectively. | ||
| 254 | 249 | ||
| 255 | 2.2 Ownership of Licensee | 250 | 2.2. Ownership of Licensee |
| 256 | All the Licensee's Intellectual Property Rights are and shall remain the | 251 | All the Licensee's Intellectual Property Rights are and shall remain the |
| 257 | exclusive property of the Licensee or its licensors respectively. All | 252 | exclusive property of the Licensee or its licensors respectively. |
| 258 | Intellectual Property Rights to the Modified Software, Applications and Devices | 253 | |
| 259 | shall remain with the Licensee and no rights thereto shall be granted by the | 254 | All Intellectual Property Rights to the Modified Software, Applications and |
| 260 | Licensee to The Qt Company under this Agreement (except as set forth in Section | 255 | Devices shall remain with the Licensee and no rights thereto shall be granted |
| 261 | 2.3 below). | 256 | by the Licensee to The Qt Company under this Agreement (except as set forth in |
| 257 | Section 2.3 below). | ||
| 262 | 258 | ||
| 263 | 2.3 Modified Software | 259 | 2.3. Modified Software |
| 264 | Licensee may create bug-fixes, error corrections, patches or modifications to | 260 | Licensee may create bug-fixes, error corrections, patches or modifications to |
| 265 | the Licensed Software (“Modified Software”). Such Modified Software may break | 261 | the Licensed Software ("Modified Software"). Such Modified Software may break |
| 266 | the source or binary compatibility with the Licensed Software (including without | 262 | the source or binary compatibility with the Licensed Software (including |
| 267 | limitation through changing the application programming interfaces ("API") or by | 263 | without limitation through changing the application programming interfaces |
| 268 | adding, changing or deleting any variable, method, or class signature in the | 264 | ("API") or by adding, changing or deleting any variable, method, or class |
| 269 | Licensed Software and/or any inter-process protocols, services or standards in | 265 | signature in the Licensed Software and/or any inter-process protocols, |
| 270 | the Licensed Software libraries). To the extent that Licensee’s Modified | 266 | services or standards in the Licensed Software libraries). To the extent that |
| 271 | Software so breaks source or binary compatibility with the Licensed Software, | 267 | Licensee's Modified Software so breaks source or binary compatibility with the |
| 272 | Licensee acknowledges that The Qt Company's ability to provide Support may be | 268 | Licensed Software, Licensee acknowledges that The Qt Company's ability to |
| 273 | prevented or limited and Licensee's ability to make use of Updates may be | 269 | provide Support may be prevented or limited and Licensee's ability to make use |
| 274 | restricted. | 270 | of Updates may be restricted. |
| 275 | 271 | ||
| 276 | Licensee may, at its sole and absolute discretion, choose to submit Modified | 272 | Licensee may, at its sole and absolute discretion, choose to submit Modified |
| 277 | Software to The Qt Company (“Submitted Modified Software”) in connection with | 273 | Software to The Qt Company ("Submitted Modified Software") in connection with |
| 278 | Licensee’s Support request, service request or otherwise. In the event Licensee | 274 | Licensee's Support request, service request or otherwise. In the event |
| 279 | does so, then, Licensee hereby grants The Qt Company a sublicensable, | 275 | Licensee does so, then, Licensee hereby grants The Qt Company a sublicensable, |
| 280 | assignable, irrevocable, perpetual, worldwide, non-exclusive, royalty-free and | 276 | assignable, irrevocable, perpetual, worldwide, non-exclusive, royalty-free and |
| 281 | fully paid-up license, under all of Licensee’s Intellectual Property Rights, to | 277 | fully paid-up license, under all of Licensee's Intellectual Property Rights, |
| 282 | reproduce, adapt, translate, modify, and prepare derivative works of, publicly | 278 | to reproduce, adapt, translate, modify, and prepare derivative works of, |
| 283 | display, publicly perform, sublicense, make available and distribute such | 279 | publicly display, publicly perform, sublicense, make available and distribute |
| 284 | Submitted Modified Software as The Qt Company sees fit at its free and absolute | 280 | such Submitted Modified Software as The Qt Company sees fit at its free and |
| 285 | discretion. | 281 | absolute discretion. |
| 286 | |||
| 287 | 282 | ||
| 288 | 3. LICENSES GRANTED | 283 | 3. LICENSES GRANTED |
| 289 | 284 | 3.1. Development with Licensed Software | |
| 290 | 3.1 Development with Licensed Software | ||
| 291 | Subject to the terms of this Agreement, The Qt Company grants to Licensee a | 285 | Subject to the terms of this Agreement, The Qt Company grants to Licensee a |
| 292 | worldwide, non- exclusive, non-transferable license, valid for the License Term, | 286 | worldwide, non-exclusive, non-transferable license, valid for the License |
| 293 | to use, modify and copy the Licensed Software by Designated Users on the | 287 | Term, to use, modify and copy the Licensed Software by Designated Users on the |
| 294 | Development Platforms for the sole purposes of designing, developing, | 288 | Development Platforms for the sole purposes of designing, developing, |
| 295 | demonstrating and testing Application(s) and/or Devices, and to provide thereto | 289 | demonstrating and testing Application(s) and/or Devices, and to provide |
| 296 | related support and other related services to end-user Customers. | 290 | thereto related support and other related services to end-user Customers. |
| 297 | 291 | ||
| 298 | Licensee may install copies of the Licensed Software on five (5) computers per | 292 | Licensee may install copies of the Licensed Software on five (5) computers per |
| 299 | Designated User, provided that only the Designated Users who have a valid | 293 | Designated User, provided that only the Designated Users who have a valid |
| @@ -304,212 +298,216 @@ then-current Designated User by notifying The Qt Company in writing, provided | |||
| 304 | that any Designated User may be replaced only once during any six-month period. | 298 | that any Designated User may be replaced only once during any six-month period. |
| 305 | 299 | ||
| 306 | Upon expiry of the initially agreed License Term, the respective License Terms | 300 | Upon expiry of the initially agreed License Term, the respective License Terms |
| 307 | shall be automatically extended to one or more Renewal Term(s), unless and until | 301 | shall be automatically extended to one or more Renewal Term(s), unless and |
| 308 | either Party notifies the other Party in writing that it does not wish to | 302 | until either Party notifies the other Party in writing that it does not wish |
| 309 | continue the License Term, such notification to be provided to the other Party | 303 | to continue the License Term, such notification to be provided to the other |
| 310 | no less than ninety (90) days before expiry of the respective License Term. | 304 | Party no less than ninety (90) days before expiry of the respective License |
| 311 | Unless otherwise agreed between the Parties, Renewal Term shall be of equal | 305 | Term. Unless otherwise agreed between the Parties, Renewal Term shall be of |
| 312 | length with the initial License Term. | 306 | equal length with the initial License Term. |
| 313 | 307 | ||
| 314 | Any such Renewal Term shall be subject to License Fees agreed between the | 308 | Any such Renewal Term shall be subject to License Fees agreed between the |
| 315 | Parties or, if no advance agreement exists, subject to The Qt Company’s standard | 309 | Parties or, if no advance agreement exists, subject to The Qt Company's |
| 316 | pricing applicable at the commencement date of any such Renewal Term. | 310 | standard pricing applicable at the commencement date of any such Renewal Term. |
| 317 | 311 | ||
| 318 | Any price or other term specified for a Renewal Term shall be valid only for the | 312 | Any price or other term specified for a Renewal Term shall be valid only for |
| 319 | specified time. The Qt Company may request the Licensee to place a purchase | 313 | the specified time. |
| 320 | order corresponding to a quote by The Qt Company for the relevant Renewal Term. | 314 | |
| 315 | The Qt Company may request the Licensee to place a purchase order corresponding | ||
| 316 | to a quote by The Qt Company for the relevant Renewal Term. | ||
| 321 | 317 | ||
| 322 | In the event Licensee does not prevent auto-renewal pursuant the above, but a | 318 | In the event Licensee does not prevent auto-renewal pursuant the above, but a |
| 323 | Renewal Term is nevertheless not duly ordered within 30 days from the date of | 319 | Renewal Term is nevertheless not duly ordered within 30 days from the date of |
| 324 | the respective quote from The Qt Company and/or the respective License Fee paid | 320 | the respective quote from The Qt Company and/or the respective License Fee |
| 325 | by due date specified in The Qt Company’s respective invoice, The Qt Company | 321 | paid by due date specified in The Qt Company's respective invoice, The Qt |
| 326 | shall apply a reinstatement fee equal to ten percent (10 %) of the total value | 322 | Company shall apply a reinstatement fee equal to ten percent (10 %) of the |
| 327 | of the License Fees of the Development Licenses for the expired term to be added | 323 | total value of the License Fees of the Development Licenses for the expired |
| 328 | to the License Fee of the respective Renewal Term. | 324 | term to be added to the License Fee of the respective Renewal Term. |
| 329 | 325 | ||
| 330 | In the event Licensee chooses not to renew a Development License for a Renewal | 326 | In the event Licensee chooses not to renew a Development License for a Renewal |
| 331 | Term by notifying The Qt Company thereof no less than ninety (90) days before | 327 | Term by notifying The Qt Company thereof no less than ninety (90) days before |
| 332 | expiry of the respective License Term, Licensee may still reinstate such expired | 328 | expiry of the respective License Term, Licensee may still reinstate such |
| 333 | Development Licenses for a Renewal Term subject to applicable renewal Term | 329 | expired Development Licenses for a Renewal Term subject to applicable renewal |
| 334 | License Fees until thirty (30) days from the expiry of the initially agreed | 330 | Term License Fees until thirty (30) days from the expiry of the initially |
| 335 | License Term or preceding Renewal Term. After such thirty (30) day period a | 331 | agreed License Term or preceding Renewal Term. After such thirty (30) day |
| 336 | Development License shall be subject to applicable License Fees for a new | 332 | period a Development License shall be subject to applicable License Fees for a |
| 337 | Development License and not any Renewal Term License Fees. | 333 | new Development License and not any Renewal Term License Fees. |
| 338 | 334 | ||
| 339 | 3.2 Distribution of Applications | 335 | 3.2. Distribution of Applications |
| 340 | Subject to the terms of this Agreement, The Qt Company grants to Licensee a | 336 | Subject to the terms of this Agreement, The Qt Company grants to Licensee a |
| 341 | worldwide, non- exclusive, non-transferable, revocable (for cause pursuant to | 337 | worldwide, non-exclusive, non-transferable, revocable (for cause pursuant to |
| 342 | this Agreement) right and license, valid for the Term, to | 338 | this Agreement) right and license, valid for the Term, to |
| 343 | (i) distribute, by itself or through its Contractors, Redistributables as | 339 | (i) distribute, by itself or through its Contractors, Redistributables |
| 344 | installed, incorporated or integrated into Applications for execution | 340 | as installed, incorporated or integrated into Applications for |
| 345 | on the Deployment Platforms, and | 341 | execution on the Deployment Platforms, and |
| 346 | (ii) grant sublicenses to Redistributables, as distributed hereunder, for | 342 | (ii) grant sublicenses to Redistributables, as distributed hereunder, |
| 347 | Customers solely for Customer’s internal use and to the extent | 343 | for Customers solely for Customer's internal use and to the extent |
| 348 | necessary in order for the Customers to use the Applications for their | 344 | necessary in order for the Customers to use the Applications for |
| 349 | respective intended purposes. | 345 | their respective intended purposes. |
| 350 | 346 | ||
| 351 | Right to distribute the Redistributables as part of an Application as provided | 347 | Right to distribute the Redistributables as part of an Application as provided |
| 352 | herein is not royalty- bearing but is conditional upon the Licensee not having | 348 | herein is not royalty-bearing but is conditional upon the Licensee not having |
| 353 | any unpaid License Fees for Development Licenses owed to The Qt Company at the | 349 | any unpaid License Fees for Development Licenses owed to The Qt Company at the |
| 354 | time of distribution of any Redistributables to Customers. | 350 | time of distribution of any Redistributables to Customers. |
| 355 | 351 | ||
| 356 | 3.3 Distribution of Devices | 352 | 3.3. Distribution of Devices |
| 357 | Subject to the terms of this Agreement, The Qt Company grants to Licensee a | 353 | Subject to the terms of this Agreement, The Qt Company grants to Licensee a |
| 358 | worldwide, non- exclusive, non-transferable, revocable (for cause pursuant to | 354 | worldwide, non-exclusive, non-transferable, revocable (for cause pursuant to |
| 359 | this Agreement) right and license, valid for the Term, to | 355 | this Agreement) right and license, valid for the Term, to |
| 360 | (i) distribute, by itself or through one or more tiers of Contractors, | 356 | (i) distribute, by itself or through one or more tiers of Contractors, |
| 361 | Redistributables as installed, incorporated or integrated, or intended | 357 | Redistributables as installed, incorporated or integrated, or |
| 362 | to be installed, incorporated or integrated into Devices for execution | 358 | intended to be installed, incorporated or integrated into Devices |
| 363 | on the Deployment Platforms, and | 359 | for execution on the Deployment Platforms, and |
| 364 | (ii) grant sublicenses to Redistributables, as distributed hereunder, for | 360 | (ii) grant sublicenses to Redistributables, as distributed hereunder, |
| 365 | Customers solely for Customer’s internal use and to the extent | 361 | for Customers solely for Customer's internal use and to the extent |
| 366 | necessary in order for the Customers to use the Devices for their | 362 | necessary in order for the Customers to use the Devices for their |
| 367 | respective intended purposes. | 363 | respective intended purposes. |
| 368 | 364 | ||
| 369 | Right to distribute the Redistributables with Devices as provided herein is | 365 | Right to distribute the Redistributables with Devices as provided herein is |
| 370 | conditional upon the Licensee (i) not having any unpaid License Fees for | 366 | conditional upon the Licensee (i) not having any unpaid License Fees for |
| 371 | Development Licenses owed to The Qt Company, and (ii) having purchased and paid | 367 | Development Licenses owed to The Qt Company, and (ii) having purchased and |
| 372 | corresponding Distribution Licenses at the time of distribution of any | 368 | paid corresponding Distribution Licenses at the time of distribution of any |
| 373 | Redistributables to Customers. | 369 | Redistributables to Customers. |
| 374 | 370 | ||
| 375 | 3.4 Further Requirements | 371 | 3.4. Further Requirements |
| 376 | The licenses granted above in this Section 3 by The Qt Company to Licensee are | 372 | The licenses granted above in this Section 3 by The Qt Company to Licensee are |
| 377 | conditional and subject to Licensee's compliance with the following terms: | 373 | conditional and subject to Licensee's compliance with the following terms: |
| 378 | (i) Licensee shall not remove or alter any copyright, trademark or other | 374 | (i) Licensee shall not remove or alter any copyright, trademark or |
| 379 | proprietary rights notice(s) contained in any portion of the Licensed | 375 | other proprietary rights notice(s) contained in any portion of the |
| 380 | Software; | 376 | Licensed Software; |
| 381 | (ii) Applications must add primary and substantial functionality to the | 377 | (ii) Applications must add primary and substantial functionality to the |
| 382 | Licensed Software so as not to compete with the Licensed Software; | 378 | Licensed Software so as not to compete with the Licensed Software; |
| 383 | (iii) Applications may not pass on functionality which in any way makes it | 379 | (iii) Applications may not pass on functionality which in any way makes |
| 384 | possible for others to create software with the Licensed Software; | 380 | it possible for others to create software with the Licensed |
| 385 | provided however that Licensee may use the Licensed Software's | 381 | Software; provided however that Licensee may use the Licensed |
| 386 | scripting and QML ("Qt Quick") functionality solely in order to enable | 382 | Software's scripting and QML ("Qt Quick") functionality solely in |
| 387 | scripting, themes and styles that augment the functionality and | 383 | order to enable scripting, themes and styles that augment the |
| 388 | appearance of the Application(s) without adding primary and | 384 | functionality and appearance of the Application(s) without adding |
| 389 | substantial functionality to the Application(s); | 385 | primary and substantial functionality to the Application(s); |
| 390 | (iv) Licensee shall not use Licensed Software in any manner or for any | 386 | (iv) Licensee shall not use Licensed Software in any manner or for any |
| 391 | purpose that infringes, misappropriates or otherwise violates any | 387 | purpose that infringes, misappropriates or otherwise violates any |
| 392 | Intellectual property or right of any third party, or that violates | 388 | Intellectual property or right of any third party, or that |
| 393 | any applicable law; | 389 | violates any applicable law; |
| 394 | (v) Licensee shall not use The Qt Company's or any of its suppliers' | 390 | (v) Licensee shall not use The Qt Company's or any of its suppliers' |
| 395 | names, logos, or trademarks to market Applications, except that | 391 | names, logos, or trademarks to market Applications, except that |
| 396 | Licensee may use “Built with Qt” logo to indicate that Application(s) | 392 | Licensee may use "Built with Qt" logo to indicate that |
| 397 | was developed using the Licensed Software; | 393 | Application(s) was developed using the Licensed Software; |
| 398 | (vi) Licensee shall not distribute, sublicense or disclose source code of | 394 | (vi) Licensee shall not distribute, sublicense or disclose source code |
| 399 | Licensed Software to any third party (provided however that Licensee | 395 | of Licensed Software to any third party (provided however that |
| 400 | may appoint employee(s) of Contractors as Designated Users to use | 396 | Licensee may appoint employee(s) of Contractors as Designated |
| 401 | Licensed Software pursuant to this Agreement). Such right may be | 397 | Users to use Licensed Software pursuant to this Agreement). Such |
| 402 | available for the Licensee subject to a separate software development | 398 | right may be available for the Licensee subject to a separate |
| 403 | kit (“SDK”) license agreement to be concluded with The Qt Company; | 399 | software development kit ("SDK") license agreement to be concluded |
| 404 | (vii) Licensee shall not grant the Customers a right to (i) make copies of | 400 | with The Qt Company; |
| 405 | the Redistributables except when and to the extent required to use the | 401 | (vii) Licensee shall not grant the Customers a right to (i) make copies |
| 406 | Applications and/or Devices for their intended purpose, (ii) modify | 402 | of the Redistributables except when and to the extent required to |
| 407 | the Redistributables or create derivative works thereof, (iii) | 403 | use the Applications and/or Devices for their intended purpose, |
| 408 | decompile, disassemble or otherwise reverse engineer Redistributables, | 404 | (ii) modify the Redistributables or create derivative works |
| 409 | or (iv) redistribute any copy or portion of the Redistributables to | 405 | thereof, (iii) decompile, disassemble or otherwise reverse |
| 410 | any third party, except as part of the onward sale of the Device on | 406 | engineer Redistributables, or (iv) redistribute any copy or |
| 411 | which the Redistributables are installed; | 407 | portion of the Redistributables to any third party, except as part |
| 412 | (viii) Licensee shall not and shall cause that its Affiliates or Contractors | 408 | of the onward sale of the Device on which the Redistributables are |
| 413 | shall not use Licensed Software in any Prohibited Combination, unless | 409 | installed; |
| 414 | Licensee has received an advance written permission from The Qt | 410 | (viii) Licensee shall not and shall cause that its Affiliates or |
| 415 | Company to do so. Absent such written permission, any and all | 411 | Contractors shall not use Licensed Software in any Prohibited |
| 416 | distribution by the Licensee during the Term of a hardware device or | 412 | Combination, unless Licensee has received an advance written |
| 417 | product a) which incorporate or integrate any part of Licensed | 413 | permission from The Qt Company to do so. Absent such written |
| 418 | Software or Open Source Qt; or b) where the main user interface or | 414 | permission, any and all distribution by the Licensee during the |
| 419 | substantial functionality is provided by software built with | 415 | Term of a hardware device or product a) which incorporate or |
| 420 | Licensed Software or Open Source Qt or otherwise depends on the | 416 | integrate any part of Licensed Software or Open Source Qt; or b) |
| 421 | Licensed Software or Open Source Qt, shall be considered to be | 417 | where the main user interface or substantial functionality is |
| 422 | Device distribution under this Agreement and shall be dependent on | 418 | provided by software built with Licensed Software or Open Source |
| 423 | Licensee’s compliance thereof (including but not limited to | 419 | Qt or otherwise depends on the Licensed Software or Open Source |
| 424 | obligation to pay applicable License Fees for such distribution). | 420 | Qt, shall be considered to be Device distribution under this |
| 425 | Notwithstanding what is provided above in this sub-section (viii), | 421 | Agreement and shall be dependent on Licensee's compliance thereof |
| 426 | Licensee is entitled to use and combine Qt 3D Studio and/or Qt | 422 | (including but not limited to obligation to pay applicable License |
| 427 | Design Studio with Open Source Qt (“Permitted Combination”) for | 423 | Fees for such distribution). Notwithstanding what is provided |
| 428 | its internal evaluation purposes, provided that Licensee shall in no | 424 | above in this sub-section (viii), Licensee is entitled to use and |
| 429 | way transfer, publish, disclose, display or otherwise make available | 425 | combine Qt 3D Studio and/or Qt Design Studio with Open Source Qt |
| 430 | any software or work resulting from such Permitted Combination; | 426 | ("Permitted Combination") for its internal evaluation purposes, |
| 431 | (ix) Licensee shall cause all of its Affiliates and Contractors entitled | 427 | provided that Licensee shall in no way transfer, publish, disclose, |
| 432 | to make use of the licenses granted under this Agreement, to be | 428 | display or otherwise make available any software or work resulting |
| 433 | contractually bound to comply with the relevant terms of this | 429 | from such Permitted Combination; |
| 434 | Agreement and not to use the Licensed Software beyond the terms | 430 | (ix) Licensee shall cause all of its Affiliates and Contractors |
| 435 | hereof and for any purposes other than operating within the scope of | 431 | entitled to make use of the licenses granted under this Agreement, |
| 436 | their services for Licensee. Licensee shall be responsible for any | 432 | to be contractually bound to comply with the relevant terms of |
| 437 | and all actions and omissions of its Affiliates and Contractors | 433 | this Agreement and not to use the Licensed Software beyond the |
| 438 | relating to the Licensed Software and use thereof (including but not | 434 | terms hereof and for any purposes other than operating within the |
| 439 | limited to payment of all applicable License Fees); | 435 | scope of their services for Licensee. Licensee shall be responsible |
| 440 | (x) Except when and to the extent explicitly provided in this Section 3, | 436 | for any and all actions and omissions of its Affiliates and |
| 441 | Licensee shall not transfer, publish, disclose, display or otherwise | 437 | Contractors relating to the Licensed Software and use thereof |
| 442 | make available the Licensed Software; and | 438 | (including but not limited to payment of all applicable License |
| 443 | (xi) Licensee shall not attempt or enlist a third party to conduct or | 439 | Fees); |
| 444 | attempt to conduct any of the above. | 440 | (x) Except when and to the extent explicitly provided in this Section |
| 445 | 441 | 3, Licensee shall not transfer, publish, disclose, display or | |
| 446 | Above terms shall not be applicable if and to the extent they conflict with any | 442 | otherwise make available the Licensed Software; and |
| 447 | mandatory provisions of any applicable laws. Any use of Licensed Software | 443 | (xi) Licensee shall not attempt or enlist a third party to conduct or |
| 448 | beyond the provisions of this Agreement is strictly prohibited and requires an | 444 | attempt to conduct any of the above. |
| 449 | additional license from The Qt Company. | 445 | |
| 450 | 446 | Above terms shall not be applicable if and to the extent they conflict with | |
| 451 | 447 | any mandatory provisions of any applicable laws. | |
| 452 | 4. THIRD PARTY SOFTWARE | 448 | Any use of Licensed Software beyond the provisions of this Agreement is |
| 449 | strictly prohibited and requires an additional license from The Qt Company. | ||
| 450 | |||
| 451 | 4. THIRD-PARTY SOFTWARE | ||
| 453 | The Licensed Software may provide links to third party libraries or code | 452 | The Licensed Software may provide links to third party libraries or code |
| 454 | (collectively "Third Party Software") to implement various functions. Third | 453 | (collectively "Third-Party Software") to implement various functions. |
| 455 | Party Software does not comprise part of the Licensed Software. In some cases, | 454 | Third-Party Software does not comprise part of the Licensed Software. In some |
| 456 | access to Third Party Software may be included with the Licensed Software. Such | 455 | cases, access to Third-Party Software may be included with the Licensed |
| 457 | Third Party Software will be listed in the ".../src/3rdparty" source tree | 456 | Software. Such Third-Party Software will be listed in the ".../src/3rdparty" |
| 458 | delivered with the Licensed Software or documented in the Licensed Software, as | 457 | source tree delivered with the Licensed Software or documented in the Licensed |
| 459 | such may be amended from time to time. Licensee acknowledges that use or | 458 | Software, as such may be amended from time to time. Licensee acknowledges that |
| 460 | distribution of Third Party Software is in all respects subject to applicable | 459 | use or distribution of Third-Party Software is in all respects subject to |
| 461 | license terms of applicable third party right holders. | 460 | applicable license terms of applicable third-party right holders. |
| 462 | |||
| 463 | 461 | ||
| 464 | 5. PRE-RELEASE CODE | 462 | 5. PRE-RELEASE CODE |
| 465 | The Licensed Software may contain pre-release code and functionality, or sample | 463 | The Licensed Software may contain pre-release code and functionality, or sample |
| 466 | code marked or otherwise stated with appropriate designation such as “Technology | 464 | code marked or otherwise stated with appropriate designation such as |
| 467 | Preview”, “Alpha”, “Beta”, “Sample” etc. (“Pre-Release Code”). | 465 | "Technology Preview", "Alpha", "Beta", "Sample" etc. ("Pre-Release Code"). |
| 468 | 466 | ||
| 469 | Such Pre-Release Code may be present complimentary for the Licensee, in order to | 467 | Such Pre-Release Code may be present complimentary for the Licensee, in order |
| 470 | provide experimental support or information for new platforms or preliminary | 468 | to provide experimental support or information for new platforms or preliminary |
| 471 | versions of one or more new functionalities or for other similar reasons. The | 469 | versions of one or more new functionalities or for other similar reasons. The |
| 472 | Pre-Release Code may not be at the level of performance and compatibility of a | 470 | Pre-Release Code may not be at the level of performance and compatibility of a |
| 473 | final, generally available, product offering. The Pre-Release Code may not | 471 | final, generally available, product offering. The Pre-Release Code may not |
| 474 | operate correctly, may contain errors and may be substantially modified by The | 472 | operate correctly, may contain errors and may be substantially modified by The |
| 475 | Qt Company prior to the first commercial product release, if any. The Qt Company | 473 | Qt Company prior to the first commercial product release, if any. The Qt |
| 476 | is under no obligation to make Pre-Release Code commercially available, or | 474 | Company is under no obligation to make Pre-Release Code commercially available, |
| 477 | provide any Support or Updates relating thereto. The Qt Company assumes no | 475 | or provide any Support or Updates relating thereto. The Qt Company assumes no |
| 478 | liability whatsoever regarding any Pre-Release Code, but any use thereof is | 476 | liability whatsoever regarding any Pre-Release Code, but any use thereof is |
| 479 | exclusively at Licensee’s own risk and expense. | 477 | exclusively at Licensee's own risk and expense. |
| 480 | 478 | ||
| 481 | For clarity, unless Licensed Software specifies different license terms for the | 479 | For clarity, unless Licensed Software specifies different license terms for the |
| 482 | respective Pre- Release Code, the Licensee is entitled to use such pre-release | 480 | respective Pre-Release Code, the Licensee is entitled to use such pre-release |
| 483 | code pursuant to Section 3, just like other Licensed Software, provided however | 481 | code pursuant to Section 3, just like other Licensed Software, provided however |
| 484 | that in the event Add-on Products are included and available as such Pre-Release | 482 | that in the event Add-on Products are included and available as such |
| 485 | Code, Licensee’s right to use such Add-on Products is nevertheless subject to | 483 | Pre-Release Code, Licensee's right to use such Add-on Products is nevertheless |
| 486 | and conditional upon conclusion of separate agreement with The Qt Company. | 484 | subject to and conditional upon conclusion of separate agreement with The Qt |
| 487 | 485 | Company. | |
| 488 | 486 | ||
| 489 | 6. LIMITED WARRANTY AND WARRANTY DISCLAIMER | 487 | 6. LIMITED WARRANTY AND WARRANTY DISCLAIMER |
| 490 | The Qt Company hereby represents and warrants that it has the power and | 488 | The Qt Company hereby represents and warrants that it has the power and |
| 491 | authority to grant the rights and licenses granted to Licensee under this | 489 | authority to grant the rights and licenses granted to Licensee under this |
| 492 | Agreement. Except as set forth above, the Licensed Software is licensed to | 490 | Agreement. |
| 493 | Licensee "as is" and Licensee’s exclusive remedy and The Qt Company’s entire | 491 | |
| 494 | liability for errors in the Licensed Software shall be limited, at The Qt | 492 | Except as set forth above, the Licensed Software is licensed to Licensee |
| 495 | Company’s option, to correction of the error, replacement of the Licensed | 493 | "as is" and Licensee's exclusive remedy and The Qt Company's entire liability |
| 496 | Software or return of the applicable fees paid for the defective Licensed | 494 | for errors in the Licensed Software shall be limited, at The Qt Company's |
| 497 | Software for the time period during which the License is not able to utilize the | 495 | option, to correction of the error, replacement of the Licensed Software or |
| 498 | Licensed Software under the terms of this Agreement. | 496 | return of the applicable fees paid for the defective Licensed Software for the |
| 497 | time period during which the License is not able to utilize the Licensed | ||
| 498 | Software under the terms of this Agreement. | ||
| 499 | 499 | ||
| 500 | TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE QT COMPANY ON BEHALF OF | 500 | TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE QT COMPANY ON BEHALF OF |
| 501 | ITSELF AND ITS LICENSORS, SUPPLIERS AND AFFILIATES, DISCLAIMS ALL OTHER | 501 | ITSELF AND ITS LICENSORS, SUPPLIERS AND AFFILIATES, DISCLAIMS ALL OTHER |
| 502 | WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED | 502 | WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED |
| 503 | WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND | 503 | WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND |
| 504 | NON-INFRINGEMENT WITH REGARD TO THE LICENSED SOFTWARE. THE QT COMPANY DOES NOT | 504 | NON-INFRINGEMENT WITH REGARD TO THE LICENSED SOFTWARE. THE QT COMPANY DOES NOT |
| 505 | WARRANT THAT THE LICENSED SOFTWARE WILL SATISFY LICENSEE’S REQUIREMENTS OR THAT | 505 | WARRANT THAT THE LICENSED SOFTWARE WILL SATISFY LICENSEE'S REQUIREMENTS OR THAT |
| 506 | IT WILL OPERATE WITHOUT DEFECT OR ERROR OR THAT THE OPERATION THEREOF WILL BE | 506 | IT WILL OPERATE WITHOUT DEFECT OR ERROR OR THAT THE OPERATION THEREOF WILL BE |
| 507 | UNINTERRUPTED. | 507 | UNINTERRUPTED. |
| 508 | 508 | ||
| 509 | |||
| 510 | 7. INDEMNIFICATION AND LIMITATION OF LIABILITY | 509 | 7. INDEMNIFICATION AND LIMITATION OF LIABILITY |
| 511 | 510 | 7.1. Limitation of Liability | |
| 512 | 7.1 Limitation of Liability | ||
| 513 | EXCEPT FOR (I) CASES OF GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, AND (II) | 511 | EXCEPT FOR (I) CASES OF GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, AND (II) |
| 514 | BREACH OF CONFIDENTIALITY, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO | 512 | BREACH OF CONFIDENTIALITY, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO |
| 515 | EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOSS OF PROFIT, | 513 | EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOSS OF PROFIT, |
| @@ -519,16 +517,19 @@ HOWSOEVER ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT. | |||
| 519 | 517 | ||
| 520 | EXCEPT FOR (I) CASES OF GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, AND (II) | 518 | EXCEPT FOR (I) CASES OF GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, AND (II) |
| 521 | BREACH OF CONFIDENTIALITY, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO | 519 | BREACH OF CONFIDENTIALITY, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO |
| 522 | EVENT SHALL EITHER PARTY’S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED | 520 | EVENT SHALL EITHER PARTY'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT |
| 523 | THE AGGREGATE LICENSE FEES PAID OR PAYABLE TO THE QT COMPANY FROM LICENSEE | 521 | EXCEED THE AGGREGATE LICENSE FEES PAID OR PAYABLE TO THE QT COMPANY FROM |
| 524 | DURING THE PERIOD OF TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT | 522 | LICENSEE DURING THE PERIOD OF TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE |
| 525 | RESULTING IN SUCH LIABILITY. THE PROVISIONS OF THIS SECTION 7 ALLOCATE THE | 523 | EVENT RESULTING IN SUCH LIABILITY. |
| 526 | RISKS UNDER THIS AGREEMENT BETWEEN THE QT COMPANY AND LICENSEE AND THE PARTIES | ||
| 527 | HAVE RELIED UPON THE LIMITATIONS SET FORTH HEREIN IN DETERMINING WHETHER TO | ||
| 528 | ENTER INTO THIS AGREEMENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS | ||
| 529 | AGREEMENT, LICENSEE SHALL ALWAYS BE LIABLE TO PAY THE APPLICABLE LICENSE FEES | ||
| 530 | CORRESPONDING TO ITS ACTUAL USE OF LICENSED SOFTWARE. | ||
| 531 | 524 | ||
| 525 | THE PROVISIONS OF THIS SECTION 7 ALLOCATE THE RISKS UNDER THIS AGREEMENT | ||
| 526 | BETWEEN THE QT COMPANY AND LICENSEE AND THE PARTIES HAVE RELIED UPON THE | ||
| 527 | LIMITATIONS SET FORTH HEREIN IN DETERMINING WHETHER TO ENTER INTO THIS | ||
| 528 | AGREEMENT. | ||
| 529 | |||
| 530 | NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, LICENSEE SHALL | ||
| 531 | ALWAYS BE LIABLE TO PAY THE APPLICABLE LICENSE FEES CORRESPONDING TO ITS ACTUAL | ||
| 532 | USE OF LICENSED SOFTWARE. | ||
| 532 | 533 | ||
| 533 | 8. SUPPORT, UPDATES AND ONLINE SERVICES | 534 | 8. SUPPORT, UPDATES AND ONLINE SERVICES |
| 534 | Upon due payment of the agreed License Fees the Licensee will be eligible to | 535 | Upon due payment of the agreed License Fees the Licensee will be eligible to |
| @@ -539,747 +540,792 @@ unless the Parties specifically otherwise agree. | |||
| 539 | 540 | ||
| 540 | Unless otherwise decided by The Company at its free and absolute discretion, | 541 | Unless otherwise decided by The Company at its free and absolute discretion, |
| 541 | Upgrades will not be included in the Support but may be available subject to | 542 | Upgrades will not be included in the Support but may be available subject to |
| 542 | additional fees. From time to time The Qt Company may change the Support terms, | 543 | additional fees. |
| 543 | provided that during the respective ongoing License Term the level of Support | 544 | |
| 544 | provided by The Qt Company may not be reduced without the consent of the | 545 | From time to time The Qt Company may change the Support terms, provided that |
| 545 | Licensee. Unless otherwise agreed, The Qt Company shall not be responsible for | 546 | during the respective ongoing License Term the level of Support provided by The |
| 546 | providing any service or support to Customers. | 547 | Qt Company may not be reduced without the consent of the Licensee. |
| 547 | 548 | ||
| 549 | Unless otherwise agreed, The Qt Company shall not be responsible for providing | ||
| 550 | any service or support to Customers. | ||
| 548 | 551 | ||
| 549 | 9. CONFIDENTIALITY | 552 | 9. CONFIDENTIALITY |
| 550 | Each Party acknowledges that during the Term of this Agreement each Party may | 553 | Each Party acknowledges that during the Term of this Agreement each Party may |
| 551 | receive information about the other Party's business, business methods, business | 554 | receive information about the other Party's business, business methods, |
| 552 | plans, customers, business relations, technology, and other information, | 555 | business plans, customers, business relations, technology, and other |
| 553 | including the terms of this Agreement, that is confidential and of great value | 556 | information, including the terms of this Agreement, that is confidential and of |
| 554 | to the other Party, and the value of which would be significantly reduced if | 557 | great value to the other Party, and the value of which would be significantly |
| 555 | disclosed to third parties (“Confidential Information”). Accordingly, when a | 558 | reduced if disclosed to third parties ("Confidential Information"). |
| 556 | Party (the “Receiving Party”) receives Confidential Information from the other | 559 | Accordingly, when a Party (the "Receiving Party") receives Confidential |
| 557 | Party (the “Disclosing Party”), the Receiving Party shall only disclose such | 560 | Information from the other Party (the "Disclosing Party"), the Receiving Party |
| 558 | information to employees and Contractors on a need to know basis, and shall | 561 | shall only disclose such information to employees and Contractors on a need to |
| 559 | cause its employees and employees of its Affiliates to: (i) maintain any and all | 562 | know basis, and shall cause its employees and employees of its Affiliates to: |
| 560 | Confidential Information in confidence; (ii) not disclose the Confidential | 563 | (i) maintain any and all Confidential Information in confidence; (ii) not |
| 561 | Information to a third party without the Disclosing Party's prior written | 564 | disclose the Confidential Information to a third party without the Disclosing |
| 562 | approval; and (iii) not, directly or indirectly, use the Confidential | 565 | Party's prior written approval; and (iii) not, directly or indirectly, use the |
| 563 | Information for any purpose other than for exercising its rights and fulfilling | 566 | Confidential Information for any purpose other than for exercising its rights |
| 564 | its responsibilities pursuant to this Agreement. Each Party shall take | 567 | and fulfilling its responsibilities pursuant to this Agreement. Each Party |
| 565 | reasonable measures to protect the Confidential Information of the other Party, | 568 | shall take reasonable measures to protect the Confidential Information of the |
| 566 | which measures shall not be less than the measures taken by such Party to | 569 | other Party, which measures shall not be less than the measures taken by such |
| 567 | protect its own confidential and proprietary information. Obligation of | 570 | Party to protect its own confidential and proprietary information. |
| 568 | confidentiality shall not apply to information that (i) is or becomes generally | 571 | |
| 569 | known to the public through no act or omission of the Receiving Party; (ii) was | 572 | Obligation of confidentiality shall not apply to information that (i) is or |
| 570 | in the Receiving Party's lawful possession prior to the disclosure hereunder and | 573 | becomes generally known to the public through no act or omission of the |
| 571 | was not subject to limitations on disclosure or use; (iii) is developed | 574 | Receiving Party; (ii) was in the Receiving Party's lawful possession prior to |
| 572 | independently by employees or Contractors of the Receiving Party or other | 575 | the disclosure hereunder and was not subject to limitations on disclosure or |
| 573 | persons working for the Receiving Party who have not had access to the | 576 | use; (iii) is developed independently by employees or Contractors of the |
| 574 | Confidential Information of the Disclosing Party, as proven by the written | 577 | Receiving Party or other persons working for the Receiving Party who have not |
| 575 | records of the Receiving Party; (iv) is lawfully disclosed to the Receiving | 578 | had access to the Confidential Information of the Disclosing Party, as proven |
| 576 | Party without restrictions, by a third party not under an obligation of | 579 | by the written records of the Receiving Party; (iv) is lawfully disclosed to |
| 577 | confidentiality; or (v) the Receiving Party is legally compelled to disclose, in | 580 | the Receiving Party without restrictions, by a third party not under an |
| 578 | which case the Receiving Party shall notify the Disclosing Party of such | 581 | obligation of confidentiality; or (v) the Receiving Party is legally compelled |
| 579 | compelled disclosure and assert the privileged and confidential nature of the | 582 | to disclose, in which case the Receiving Party shall notify the Disclosing |
| 580 | information and cooperate fully with the Disclosing Party to limit the scope of | 583 | Party of such compelled disclosure and assert the privileged and confidential |
| 581 | disclosure and the dissemination of disclosed Confidential Information to the | 584 | nature of the information and cooperate fully with the Disclosing Party to |
| 582 | minimum extent necessary. | 585 | limit the scope of disclosure and the dissemination of disclosed Confidential |
| 586 | Information to the minimum extent necessary. | ||
| 583 | 587 | ||
| 584 | The obligations under this Section 9 shall continue to remain in force for a | 588 | The obligations under this Section 9 shall continue to remain in force for a |
| 585 | period of five (5) years after the last disclosure, and, with respect to trade | 589 | period of five (5) years after the last disclosure, and, with respect to trade |
| 586 | secrets, for so long as such trade secrets are protected under applicable trade | 590 | secrets, for so long as such trade secrets are protected under applicable trade |
| 587 | secret laws. | 591 | secret laws. |
| 588 | 592 | ||
| 589 | |||
| 590 | 10. FEES, DELIVERY AND PAYMENT | 593 | 10. FEES, DELIVERY AND PAYMENT |
| 594 | 10.1. License Fees | ||
| 595 | License Fees are described in The Qt Company's standard price list, quote or | ||
| 596 | Purchase Order confirmation or in an appendix hereto, as the case may be. | ||
| 591 | 597 | ||
| 592 | 10.1 License Fees | 598 | The License Fees shall not be refunded or claimed as a credit in any event or |
| 593 | License Fees are described in The Qt Company’s standard price list, quote or | 599 | for any reason whatsoever. |
| 594 | Purchase Order confirmation or in an appendix hereto, as the case may be. The | ||
| 595 | License Fees shall not be refunded or claimed as a credit in any event or for | ||
| 596 | any reason whatsoever. | ||
| 597 | 600 | ||
| 598 | 10.2 Ordering Licenses | 601 | 10.2. Ordering Licenses |
| 599 | Licensee may purchase Development Licenses and Distribution Licenses pursuant to | 602 | Licensee may purchase Development Licenses and Distribution Licenses pursuant |
| 600 | agreed pricing terms or, if no specific pricing terms have been agreed upon, at | 603 | to agreed pricing terms or, if no specific pricing terms have been agreed upon, |
| 601 | The Qt Company's standard pricing terms applicable at the time of purchase. | 604 | at The Qt Company's standard pricing terms applicable at the time of purchase. |
| 602 | Unless specifically otherwise provided, any pricing terms referenced in this | 605 | Unless specifically otherwise provided, any pricing terms referenced in this |
| 603 | Agreement shall be valid for twelve (12) months from the date of this Agreement. | 606 | Agreement shall be valid for twelve (12) months from the date of this Agreement. |
| 607 | |||
| 604 | Licensee shall submit all purchase orders for Development Licenses and | 608 | Licensee shall submit all purchase orders for Development Licenses and |
| 605 | Distribution Licenses to The Qt Company by email or any other method acceptable | 609 | Distribution Licenses to The Qt Company by email or any other method acceptable |
| 606 | to The Qt Company (each such order is referred to herein as a “Purchase Order”) | 610 | to The Qt Company (each such order is referred to herein as a "Purchase Order") |
| 607 | for confirmation, whereupon the Purchase Order shall become binding between the | 611 | for confirmation, whereupon the Purchase Order shall become binding between the |
| 608 | Parties. | 612 | Parties. |
| 609 | 613 | ||
| 610 | 10.3 Distribution License Packs | 614 | 10.3. Distribution License Packs |
| 611 | Unless otherwise agreed, Distribution Licenses shall be purchased by way of | 615 | Unless otherwise agreed, Distribution Licenses shall be purchased by way of |
| 612 | Distribution License Packs. Upon due payment of the ordered Distribution | 616 | Distribution License Packs. |
| 613 | License Pack(s), the Licensee will have an account of Distribution Licenses | 617 | |
| 614 | available for distributing the Redistributables in accordance with this | 618 | Upon due payment of the ordered Distribution License Pack(s), the Licensee will |
| 615 | Agreement. Each time Licensee distributes a copy of Redistributables, then one | 619 | have an account of Distribution Licenses available for distributing the |
| 616 | Distribution License is used, and Licensee’s account of available Distribution | 620 | Redistributables in accordance with this Agreement. |
| 617 | Licenses is decreased accordingly. Licensee may distribute copies of the | 621 | |
| 618 | Redistributables so long as Licensee has Distribution Licenses remaining on its | 622 | Each time Licensee distributes a copy of Redistributables, then one |
| 619 | account. | 623 | Distribution License is used, and Licensee's account of available Distribution |
| 620 | 624 | Licenses is decreased accordingly.Licensee may distribute copies of the | |
| 621 | 10.4 Payment Terms | 625 | Redistributables so long as Licensee has Distribution Licenses remaining on |
| 626 | its account. | ||
| 627 | |||
| 628 | 10.4. Payment Terms | ||
| 622 | License Fees and any other charges under this Agreement shall be paid by | 629 | License Fees and any other charges under this Agreement shall be paid by |
| 623 | Licensee no later than thirty (30) days from the date of the applicable invoice | 630 | Licensee no later than thirty (30) days from the date of the applicable |
| 624 | from The Qt Company. The Qt Company will submit an invoice to Licensee after | 631 | invoice from The Qt Company. |
| 625 | the date of this Agreement and/or after The Qt Company receives a Purchase Order | 632 | |
| 626 | from Licensee. A late payment charge of the lower of (a) one percent per month; | 633 | The Qt Company will submit an invoice to Licensee after the date of this |
| 627 | or (b) the interest rate stipulated by applicable law, shall be charged on any | 634 | Agreement and/or after The Qt Company receives a Purchase Order from Licensee. |
| 628 | unpaid balances that remain past due. | ||
| 629 | |||
| 630 | 10.5 Taxes | ||
| 631 | All License Fees and other charges payable hereunder are gross amounts but | ||
| 632 | exclusive of any value added tax, use tax, sales tax, withholding tax and other | ||
| 633 | taxes, duties or tariffs (“Taxes”) levied directly for the sale, delivery or use | ||
| 634 | of Licensed Software hereunder pursuant to any applicable law. Such applicable | ||
| 635 | Taxes shall be paid by Licensee to The Qt Company, or, where applicable, in lieu | ||
| 636 | of payment of such Taxes to The Qt Company, Licensee shall provide an exemption | ||
| 637 | certificate to The Qt Company and any applicable authority. | ||
| 638 | 635 | ||
| 639 | 11 RECORD-KEEPING AND REPORTING OBLIGATIONS; AUDIT RIGHTS | 636 | A late payment charge of the lower of (a) one percent per month; or (b) the |
| 637 | interest rate stipulated by applicable law, shall be charged on any unpaid | ||
| 638 | balances that remain past due. | ||
| 640 | 639 | ||
| 641 | 11.1 Licensee’s Record-keeping | 640 | 10.5. Taxes |
| 641 | All License Fees and other charges payable hereunder are gross amounts but | ||
| 642 | exclusive of any value added tax, use tax, sales tax, withholding tax and other | ||
| 643 | taxes, duties or tariffs ("Taxes") levied directly for the sale, delivery or | ||
| 644 | use of Licensed Software hereunder pursuant to any applicable law. Such | ||
| 645 | applicable Taxes shall be paid by Licensee to The Qt Company, or, where | ||
| 646 | applicable, in lieu of payment of such Taxes to The Qt Company, Licensee shall | ||
| 647 | provide an exemption certificate to The Qt Company and any applicable authority. | ||
| 648 | |||
| 649 | 11. RECORD-KEEPING AND REPORTING OBLIGATIONS; AUDIT RIGHTS | ||
| 650 | 11.1. Licensee's Record-keeping | ||
| 642 | Licensee shall at all times during the Term of this Agreement and for a period | 651 | Licensee shall at all times during the Term of this Agreement and for a period |
| 643 | of seven (7) years thereafter maintain Licensee’s Records in an accurate and | 652 | of seven (7) years thereafter maintain Licensee's Records in an accurate and |
| 644 | up-to-date form. Licensee’s Records shall be adequate to reasonably enable The | 653 | up-to-date form. Licensee's Records shall be adequate to reasonably enable The |
| 645 | Qt Company to determine Licensee’s compliance with the provisions of this | 654 | Qt Company to determine Licensee's compliance with the provisions of this |
| 646 | Agreement. The records shall conform to general good accounting practices. | 655 | Agreement. The records shall conform to general good accounting practices. |
| 647 | Licensee shall, within thirty (30) days from receiving The Qt Company’s request | 656 | |
| 648 | to that effect, deliver to The Qt Company a report based on Licensee’s Records, | 657 | Licensee shall, within thirty (30) days from receiving The Qt Company's request |
| 658 | to that effect, deliver to The Qt Company a report based on Licensee's Records, | ||
| 649 | such report to contain information, in sufficient detail, on (i) number and | 659 | such report to contain information, in sufficient detail, on (i) number and |
| 650 | identity of users working with Licensed Software or Open Source Qt, (ii) copies | 660 | identity of users working with Licensed Software or Open Source Qt, (ii) copies |
| 651 | of Redistributables distributed by Licensee during the most recent calendar | 661 | of Redistributables distributed by Licensee during the most recent calendar |
| 652 | quarter and/or any other term specified by The Qt Company, (iii) number of | 662 | quarter and/or any other term specified by The Qt Company, (iii) number of |
| 653 | undistributed copies of Redistributables and corresponding number of unused | 663 | undistributed copies of Redistributables and corresponding number of unused |
| 654 | Distribution Licenses remaining on Licensee’s account, and (iv) any other | 664 | Distribution Licenses remaining on Licensee's account, and (iv) any other |
| 655 | information as The Qt Company may reasonably require from time to time. | 665 | information as The Qt Company may reasonably require from time to time. |
| 656 | 666 | ||
| 657 | 11.2. The Qt Company’s Audit Rights | 667 | 11.2. The Qt Company's Audit Rights |
| 658 | The Qt Company or an independent auditor acting on behalf of The Qt Company’s, | 668 | The Qt Company or an independent auditor acting on behalf of The Qt Company's, |
| 659 | may, upon at least five (5) business days’ prior written notice and at its | 669 | may, upon at least five (5) business days' prior written notice and at its |
| 660 | expense, audit Licensee with respect to the Licensee’s use of the Licensed | 670 | expense, audit Licensee with respect to the Licensee's use of the Licensed |
| 661 | Software, but not more frequently than once during each 6- month period. Such | 671 | Software, but not more frequently than once during each 6-month period. Such |
| 662 | audit may be conducted by mail, electronic means or through an in-person visit | 672 | audit may be conducted by mail, electronic means or through an in-person visit |
| 663 | to Licensee’s place of business. Any such in-person audit shall be conducted | 673 | to Licensee's place of business. Any such in-person audit shall be conducted |
| 664 | during regular business hours at Licensee's facilities and shall not | 674 | during regular business hours at Licensee's facilities and shall not |
| 665 | unreasonably interfere with Licensee's business activities. The Qt Company or | 675 | unreasonably interfere with Licensee's business activities. The Qt Company or |
| 666 | the independent auditor acting on behalf of The Qt Company shall be entitled to | 676 | the independent auditor acting on behalf of The Qt Company shall be entitled to |
| 667 | inspect Licensee’s Records and conduct necessary interviews of Licensee’s | 677 | inspect Licensee's Records and conduct necessary interviews of Licensee's |
| 668 | relevant employees and Contractors. All such Licensee’s Records and use thereof | 678 | relevant employees and Contractors. All such Licensee's Records and use thereof |
| 669 | shall be subject to an obligation of confidentiality under this Agreement. If | 679 | shall be subject to an obligation of confidentiality under this Agreement. |
| 670 | an audit reveals that Licensee is using the Licensed Software beyond scope of | 680 | |
| 671 | the licenses Licensee has paid for, Licensee agrees to pay The Qt Company any | 681 | If an audit reveals that Licensee is using the Licensed Software beyond scope |
| 672 | amounts owed for such unauthorized use within 30 days from receipt of the | 682 | of the licenses Licensee has paid for, Licensee agrees to pay The Qt Company |
| 673 | corresponding invoice from The Qt Company. In addition, in the event the audit | 683 | any amounts owed for such unauthorized use within 30 days from receipt of the |
| 674 | reveals a material violation of the terms of this Agreement (without limitation, | 684 | corresponding invoice from The Qt Company. In addition, in the event the audit |
| 675 | either (i) underpayment of more than 10 % of License Fees or 10,000 euros | 685 | reveals a material violation of the terms of this Agreement (without |
| 676 | (whichever is more) or (ii) distribution of products, which include or result | 686 | limitation, either (i) underpayment of more than 10 % of License Fees or 10,000 |
| 677 | from Prohibited Combination, shall be deemed a material violation for purposes | 687 | euros (whichever is more) or (ii) distribution of products, which include or |
| 678 | of this section), then the Licensee shall pay The Qt Company's reasonable cost | 688 | result from Prohibited Combination, shall be deemed a material violation for |
| 679 | of conducting such audit. | 689 | purposes of this section), then the Licensee shall pay The Qt Company's |
| 680 | 690 | reasonable cost of conducting such audit. | |
| 681 | 691 | ||
| 682 | 12 TERM AND TERMINATION | 692 | 12. TERM AND TERMINATION |
| 683 | 693 | 12.1. Agreement Term | |
| 684 | 12.1 Agreement Term | ||
| 685 | This Agreement shall enter into force upon due acceptance by both Parties and | 694 | This Agreement shall enter into force upon due acceptance by both Parties and |
| 686 | remain in force for as long as there is any Development License(s) purchased | 695 | remain in force for as long as there is any Development License(s) purchased |
| 687 | under this Agreement in force (“Term”), unless and until terminated pursuant to | 696 | under this Agreement in force ("Term"), unless and until terminated pursuant to |
| 688 | the terms of this Section 12. | 697 | the terms of this Section 12. |
| 689 | 698 | ||
| 690 | 12.2 Termination and suspension of rights | 699 | 12.2. Termination and suspension of rights |
| 691 | Either Party shall have the right to terminate this Agreement upon thirty (30) | 700 | Either Party shall have the right to terminate this Agreement upon thirty (30) |
| 692 | days prior written notice if the other Party commits a material breach of any | 701 | days prior written notice if the other Party commits a material breach of any |
| 693 | obligation of this Agreement and fails to remedy such breach within such notice | 702 | obligation of this Agreement and fails to remedy such breach within such notice |
| 694 | period. Instead of termination, The Qt Company shall have the right to suspend | 703 | period. |
| 695 | or withhold grants of all rights to the Licensed Software hereunder, including | 704 | |
| 696 | but not limited to the Development Licenses, Distribution License, and Support, | 705 | Instead of termination, The Qt Company shall have the right to suspend or |
| 706 | withhold grants of all rights to the Licensed Software hereunder, including but | ||
| 707 | not limited to the Development Licenses, Distribution License, and Support, | ||
| 697 | should Licensee fail to make payment in timely fashion or otherwise violates or | 708 | should Licensee fail to make payment in timely fashion or otherwise violates or |
| 698 | is reasonably suspected to violate its obligations or terms of this Agreement, | 709 | is reasonably suspected to violate its obligations or terms of this Agreement, |
| 699 | and where such violation or breach is not cured within five (5) business days | 710 | and where such violation or breach is not cured within five (5) business days |
| 700 | following The Qt Company’s written notice thereof. | 711 | following The Qt Company's written notice thereof. |
| 701 | 712 | ||
| 702 | 12.3 Mutual Right to Terminate | 713 | 12.3. Mutual Right to Terminate |
| 703 | Either Party shall have the right to terminate this Agreement immediately upon | 714 | Either Party shall have the right to terminate this Agreement immediately upon |
| 704 | written notice in the event that the other Party becomes insolvent, files for | 715 | written notice in the event that the other Party becomes insolvent, files for |
| 705 | any form of bankruptcy, makes any assignment for the benefit of creditors, has a | 716 | any form of bankruptcy, makes any assignment for the benefit of creditors, has |
| 706 | receiver, administrative receiver or officer appointed over the whole or a | 717 | a receiver, administrative receiver or officer appointed over the whole or a |
| 707 | substantial part of its assets, ceases to conduct business, or an act equivalent | 718 | substantial part of its assets, ceases to conduct business, or an act |
| 708 | to any of the above occurs under the laws of the jurisdiction of the other | 719 | equivalent to any of the above occurs under the laws of the jurisdiction of the |
| 709 | Party. | 720 | other Party. |
| 710 | 721 | ||
| 711 | 12.4 Parties´ Rights and Duties upon Termination | 722 | 12.4. Parties´ Rights and Duties upon Termination |
| 712 | Upon expiry or termination of the Agreement Licensee shall cease and shall cause | 723 | Upon expiry or termination of the Agreement, Licensee shall cease and shall |
| 713 | all Designated Users (including those of its Affiliates’ and Contractors’) to | 724 | cause all Designated Users (including those of its Affiliates' and |
| 714 | cease using the Licensed Software and distribution of the Redistributables under | 725 | Contractors') to cease using the Licensed Software and distribution of the |
| 715 | this Agreement. Notwithstanding the above, in the event the Agreement expires | 726 | Redistributables under this Agreement. |
| 716 | or is terminated: | 727 | |
| 717 | (i) as a result of The Qt Company choosing not to renew the Development | 728 | Notwithstanding the above, in the event the Agreement expires or is terminated: |
| 718 | License(s) as set forth in Section 3.1, then all valid licenses | 729 | (i) as a result of The Qt Company choosing not to renew the Development |
| 719 | possessed by the Licensee at such date shall be extended to be valid | 730 | License(s) as set forth in Section 3.1, then all valid licenses |
| 720 | in perpetuity under the terms of this Agreement and Licensee is | 731 | possessed by the Licensee at such date shall be extended to be |
| 721 | entitled to purchase additional licenses as set forth in Section | 732 | valid in perpetuity under the terms of this Agreement and Licensee |
| 722 | 10.2; or | 733 | is entitled to purchase additional licenses as set forth in |
| 723 | (ii) for reason other than by The Qt Company pursuant to item (i) above or | 734 | Section 10.2; or |
| 724 | pursuant to Section 12.2, then the Licensee is entitled, for a period | 735 | (ii) for reason other than by The Qt Company pursuant to item (i) above |
| 725 | of six (6) months after the effective date of termination, to continue | 736 | or pursuant to Section 12.2, then the Licensee is entitled, for a |
| 726 | distribution of Devices under the Distribution Licenses paid but | 737 | period of six (6) months after the effective date of termination, |
| 727 | unused at such effective date of termination. | 738 | to continue distribution of Devices under the Distribution Licenses |
| 728 | 739 | paid but unused at such effective date of termination. | |
| 729 | Upon any such termination the Licensee shall destroy or return to The Qt Company | 740 | |
| 730 | all copies of the Licensed Software and all related materials and will certify | 741 | Upon any such termination the Licensee shall destroy or return to The Qt |
| 731 | the same to The Qt Company upon its request, provided however that Licensee may | 742 | Company all copies of the Licensed Software and all related materials and will |
| 732 | retain and exploit such copies of the Licensed Software as it may reasonably | 743 | certify the same to The Qt Company upon its request, provided however that |
| 733 | require in providing continued support to Customers. Expiry or termination of | 744 | Licensee may retain and exploit such copies of the Licensed Software as it may |
| 734 | this Agreement for any reason whatsoever shall not relieve Licensee of its | 745 | reasonably require in providing continued support to Customers. |
| 735 | obligation to pay any License Fees accrued or payable to The Qt Company prior to | 746 | |
| 736 | the effective date of termination, and Licensee shall immediately pay to The Qt | 747 | Expiry or termination of this Agreement for any reason whatsoever shall not |
| 737 | Company all such fees upon the effective date of termination. Termination of | 748 | relieve Licensee of its obligation to pay any License Fees accrued or payable |
| 738 | this Agreement shall not affect any rights of Customers to continue use of | 749 | to The Qt Company prior to the effective date of termination, and Licensee |
| 739 | Applications and Devices (and therein incorporated Redistributables). | 750 | shall immediately pay to The Qt Company all such fees upon the effective date |
| 740 | 751 | of termination. Termination of this Agreement shall not affect any rights of | |
| 741 | 12.5 Extension in case of bankruptcy | 752 | Customers to continue use of Applications and Devices (and therein incorporated |
| 753 | Redistributables). | ||
| 754 | |||
| 755 | 12.5. Extension in case of bankruptcy | ||
| 742 | In the event The Qt Company is declared bankrupt under a final, non-cancellable | 756 | In the event The Qt Company is declared bankrupt under a final, non-cancellable |
| 743 | decision by relevant court of law, and this Agreement is not, at the date of | 757 | decision by relevant court of law, and this Agreement is not, at the date of |
| 744 | expiry of the Development License(s) pursuant to Section 3.1, assigned to party, | 758 | expiry of the Development License(s) pursuant to Section 3.1, assigned to |
| 745 | who has assumed The Qt Company’s position as a legitimate licensor of Licensed | 759 | party, who has assumed The Qt Company's position as a legitimate licensor of |
| 746 | Software under this Agreement, then all valid licenses possessed by the Licensee | 760 | Licensed Software under this Agreement, then all valid licenses possessed by |
| 747 | at such date of expiry, and which the Licensee has not notified for expiry, | 761 | the Licensee at such date of expiry, and which the Licensee has not notified |
| 748 | shall be extended to be valid in perpetuity under the terms of this Agreement. | 762 | for expiry, shall be extended to be valid in perpetuity under the terms of this |
| 749 | 763 | Agreement. | |
| 750 | 764 | ||
| 751 | 13. GOVERNING LAW AND LEGAL VENUE | 765 | 13. GOVERNING LAW AND LEGAL VENUE |
| 752 | In the event this Agreement is in the name of The Qt Company Inc., a Delaware | 766 | In the event this Agreement is in the name of The Qt Company Inc., a Delaware |
| 753 | Corporation, then: | 767 | Corporation, then: |
| 754 | (i) this Agreement shall be construed and interpreted in accordance with | 768 | (i) this Agreement shall be construed and interpreted in accordance |
| 755 | the laws of the State of California, USA, excluding its choice of law | 769 | with the laws of the State of California, USA, excluding its choice |
| 756 | provisions; | 770 | of law provisions; |
| 757 | (ii) the United Nations Convention on Contracts for the International Sale | 771 | (ii) the United Nations Convention on Contracts for the International |
| 758 | of Goods will not apply to this Agreement; and | 772 | Sale of Goods will not apply to this Agreement; and |
| 759 | (iii) any dispute, claim or controversy arising out of or relating to this | 773 | (iii) any dispute, claim or controversy arising out of or relating to |
| 760 | Agreement or the breach, termination, enforcement, interpretation or | 774 | this Agreement or the breach, termination, enforcement, |
| 761 | validity thereof, including the determination of the scope or | 775 | interpretation or validity thereof, including the determination of |
| 762 | applicability of this Agreement to arbitrate, shall be determined by | 776 | the scope or applicability of this Agreement to arbitrate, shall |
| 763 | arbitration in San Francisco, USA, before one arbitrator. The | 777 | be determined by arbitration in San Francisco, USA, before one |
| 764 | arbitration shall be administered by JAMS pursuant to JAMS' | 778 | arbitrator. The arbitration shall be administered by JAMS pursuant |
| 765 | Streamlined Arbitration Rules and Procedures. Judgment on the Award | 779 | to JAMS' Streamlined Arbitration Rules and Procedures. Judgment on |
| 766 | may be entered in any court having jurisdiction. This Section shall | 780 | the Award may be entered in any court having jurisdiction. This |
| 767 | not preclude parties from seeking provisional remedies in aid of | 781 | Section shall not preclude parties from seeking provisional |
| 768 | arbitration from a court of appropriate jurisdiction. | 782 | remedies in aid of arbitration from a court of appropriate |
| 783 | jurisdiction. | ||
| 769 | 784 | ||
| 770 | In the event this Agreement is in the name of The Qt Company Ltd., a Finnish | 785 | In the event this Agreement is in the name of The Qt Company Ltd., a Finnish |
| 771 | Company, then: | 786 | Company, then: |
| 772 | (i) this Agreement shall be construed and interpreted in accordance with | 787 | (i) this Agreement shall be construed and interpreted in accordance |
| 773 | the laws of Finland, excluding its choice of law provisions; | 788 | with the laws of Finland, excluding its choice of law provisions; |
| 774 | (ii) the United Nations Convention on Contracts for the International Sale | 789 | (ii) the United Nations Convention on Contracts for the International |
| 775 | of Goods will not apply to this Agreement; and | 790 | Sale of Goods will not apply to this Agreement; and |
| 776 | (iii) any disputes, controversy or claim arising out of or relating to this | 791 | (iii) any disputes, controversy or claim arising out of or relating to |
| 777 | Agreement, or the breach, termination or validity thereof shall be | 792 | this Agreement, or the breach, termination or validity thereof |
| 778 | finally settled by arbitration in accordance with the Arbitration | 793 | shall be finally settled by arbitration in accordance with the |
| 779 | Rules of Finland Chamber of Commerce. The arbitration tribunal shall | 794 | Arbitration Rules of Finland Chamber of Commerce. The arbitration |
| 780 | consist of one (1), or if either Party so requires, of three (3), | 795 | tribunal shall consist of one (1), or if either Party so requires, |
| 781 | arbitrators. The award shall be final and binding and enforceable in | 796 | of three (3), arbitrators. The award shall be final and binding and |
| 782 | any court of competent jurisdiction. The arbitration shall be held in | 797 | enforceable in any court of competent jurisdiction. The arbitration |
| 783 | Helsinki, Finland and the process shall be conducted in the English | 798 | shall be held in Helsinki, Finland and the process shall be |
| 784 | language. This Section shall not preclude parties from seeking | 799 | conducted in the English language. This Section shall not preclude |
| 785 | provisional remedies in aid of arbitration from a court of | 800 | parties from seeking provisional remedies in aid of arbitration |
| 786 | appropriate jurisdiction. | 801 | from a court of appropriate jurisdiction. |
| 787 | |||
| 788 | 802 | ||
| 789 | 14. GENERAL PROVISIONS | 803 | 14. GENERAL PROVISIONS |
| 790 | 804 | 14.1. No Assignment | |
| 791 | 14.1 No Assignment | ||
| 792 | Except in the case of a merger or sale of substantially all of its corporate | 805 | Except in the case of a merger or sale of substantially all of its corporate |
| 793 | assets, Licensee shall not be entitled to assign or transfer all or any of its | 806 | assets, Licensee shall not be entitled to assign or transfer all or any of its |
| 794 | rights, benefits and obligations under this Agreement without the prior written | 807 | rights, benefits and obligations under this Agreement without the prior written |
| 795 | consent of The Qt Company, which shall not be unreasonably withheld or delayed. | 808 | consent of The Qt Company, which shall not be unreasonably withheld or delayed. |
| 796 | The Qt Company shall be entitled to freely assign or transfer any of its rights, | 809 | The Qt Company shall be entitled to freely assign or transfer any of its |
| 797 | benefits or obligations under this Agreement. 14.2 No Third Party | 810 | rights, benefits or obligations under this Agreement. |
| 798 | Representations Licensee shall make no representations or warranties concerning | 811 | |
| 799 | the Licensed Software on behalf of The Qt Company. Any representation or | 812 | 14.2. No Third-Party Representations |
| 800 | warranty Licensee makes or purports to make on The Qt Company’s behalf shall be | 813 | Licensee shall make no representations or warranties concerning the Licensed |
| 801 | void as to The Qt Company. 14.3 Surviving Sections Any terms and conditions | 814 | Software on behalf of The Qt Company. Any representation or warranty Licensee |
| 802 | that by their nature or otherwise reasonably should survive termination of this | 815 | makes or purports to make on The Qt Company's behalf shall be void as to The |
| 803 | Agreement shall so be deemed to survive. Such sections include especially the | 816 | Qt Company. |
| 804 | following: 1, 2, 6, 7, 9, 11, 12.4, 13 and 14. | 817 | |
| 805 | 818 | 14.3. Surviving Sections | |
| 806 | 14.4 Entire Agreement | 819 | Any terms and conditions that by their nature or otherwise reasonably should |
| 820 | survive termination of this Agreement shall so be deemed to survive. Such | ||
| 821 | sections include especially the following: 1, 2, 6, 7, 9, 11, 12.4, 13 and 14. | ||
| 822 | |||
| 823 | 14.4. Entire Agreement | ||
| 807 | This Agreement, the exhibits hereto, the License Certificate and any applicable | 824 | This Agreement, the exhibits hereto, the License Certificate and any applicable |
| 808 | Purchase Order accepted by The Qt Company constitute the complete agreement | 825 | Purchase Order accepted by The Qt Company constitute the complete agreement |
| 809 | between the Parties and supersedes all prior or contemporaneous discussions, | 826 | between the Parties and supersedes all prior or contemporaneous discussions, |
| 810 | representations, and proposals, written or oral, with respect to the subject | 827 | representations, and proposals, written or oral, with respect to the subject |
| 811 | matters discussed herein. In the event of any conflict or inconsistency between | 828 | matters discussed herein. |
| 812 | this Agreement and any Purchase Order, the terms of this Agreement will prevail | 829 | |
| 813 | over the terms of the Purchase Order with respect to such conflict or | 830 | In the event of any conflict or inconsistency between this Agreement and any |
| 814 | inconsistency. Parties specifically acknowledge and agree that this Agreement | 831 | Purchase Order, the terms of this Agreement will prevail over the terms of the |
| 815 | prevails over any click-to-accept or similar agreements the Designated Users may | 832 | Purchase Order with respect to such conflict or inconsistency. |
| 816 | need to accept online upon download of the Licensed Software, as may be required | 833 | |
| 817 | by The Qt Company’s applicable processes relating to Licensed Software. | 834 | Parties specifically acknowledge and agree that this Agreement prevails over |
| 818 | 835 | any click-to-accept or similar agreements the Designated Users may need to | |
| 819 | 14.5 Modifications | 836 | accept online upon download of the Licensed Software, as may be required by |
| 837 | The Qt Company's applicable processes relating to Licensed Software. | ||
| 838 | |||
| 839 | 14.5. Modifications | ||
| 820 | No modification of this Agreement shall be effective unless contained in a | 840 | No modification of this Agreement shall be effective unless contained in a |
| 821 | writing executed by an authorized representative of each Party. No term or | 841 | writing executed by an authorized representative of each Party. No term or |
| 822 | condition contained in Licensee's Purchase Order (“Deviating Terms”) shall apply | 842 | condition contained in Licensee's Purchase Order ("Deviating Terms") shall |
| 823 | unless The Qt Company has expressly agreed such Deviating Terms in writing. | 843 | apply unless The Qt Company has expressly agreed such Deviating Terms in |
| 824 | Unless and to the extent expressly agreed by The Qt Company, any such Deviating | 844 | writing. Unless and to the extent expressly agreed by The Qt Company, any such |
| 825 | Terms shall be deemed void and with no legal effect. For clarity, delivery of | 845 | Deviating Terms shall be deemed void and with no legal effect. For clarity, |
| 826 | the Licensed Software following the receipt of the Purchase Order including | 846 | delivery of the Licensed Software following the receipt of the Purchase Order |
| 827 | Deviating Terms shall not constitute acceptance of such Deviating Terms.” | 847 | including Deviating Terms shall not constitute acceptance of such Deviating |
| 828 | 848 | Terms." | |
| 829 | 14.6 Force Majeure | 849 | |
| 850 | 14.6. Force Majeure | ||
| 830 | Except for the payment obligations hereunder, neither Party shall be liable to | 851 | Except for the payment obligations hereunder, neither Party shall be liable to |
| 831 | the other for any delay or non-performance of its obligations hereunder in the | 852 | the other for any delay or non-performance of its obligations hereunder in the |
| 832 | event and to the extent that such delay or non-performance is due to an event of | 853 | event and to the extent that such delay or non-performance is due to an event |
| 833 | act of God, terrorist attack or other similar unforeseeable catastrophic event | 854 | of act of God, terrorist attack or other similar unforeseeable catastrophic |
| 834 | that prevents either Party for fulfilling its obligations under this Agreement | 855 | event that prevents either Party for fulfilling its obligations under this |
| 835 | and which such Party cannot avoid or circumvent (“Force Majeure Event”). If the | 856 | Agreement and which such Party cannot avoid or circumvent ("Force Majeure |
| 836 | Force Majeure Event results in a delay or non-performance of a Party for a | 857 | Event"). If the Force Majeure Event results in a delay or non-performance of a |
| 837 | period of three (3) months or longer, then either Party shall have the right to | 858 | Party for a period of three (3) months or longer, then either Party shall have |
| 838 | terminate this Agreement with immediate effect without any liability (except for | 859 | the right to terminate this Agreement with immediate effect without any |
| 839 | the obligations of payment arising prior to the event of Force Majeure) towards | 860 | liability (except for the obligations of payment arising prior to the event of |
| 840 | the other Party. | 861 | Force Majeure) towards the other Party. |
| 841 | 862 | ||
| 842 | 14.7 Notices | 863 | 14.7. Notices |
| 843 | Any notice given by one Party to the other shall be deemed properly given and | 864 | Any notice given by one Party to the other shall be deemed properly given and |
| 844 | deemed received if specifically acknowledged by the receiving Party in writing | 865 | deemed received if specifically acknowledged by the receiving Party in writing |
| 845 | or when successfully delivered to the recipient by hand, fax, or special courier | 866 | or when successfully delivered to the recipient by hand, fax, or special |
| 846 | during normal business hours on a business day to the addresses specified for | 867 | courier during normal business hours on a business day to the addresses |
| 847 | each Party on the signature page. Each communication and document made or | 868 | specified for each Party on the signature page. Each communication and document |
| 848 | delivered by one Party to the other Party pursuant to this Agreement shall be in | 869 | made or delivered by one Party to the other Party pursuant to this Agreement |
| 849 | the English language. | 870 | shall be in the English language. |
| 850 | 871 | ||
| 851 | 14.8 Export Control | 872 | 14.8. Export Control |
| 852 | Licensee acknowledges that the Redistributables, as incorporated in Applications | 873 | Licensee acknowledges that the Redistributables, as incorporated in |
| 853 | or Devices, may be subject to export control restrictions under the applicable | 874 | Applications or Devices, may be subject to export control restrictions under |
| 854 | laws of respective countries. Licensee shall fully comply with all applicable | 875 | the applicable laws of respective countries. Licensee shall fully comply with |
| 855 | export license restrictions and requirements as well as with all laws and | 876 | all applicable export license restrictions and requirements as well as with all |
| 856 | regulations relating to the Redistributables and exercise of licenses hereunder | 877 | laws and regulations relating to the Redistributables and exercise of licenses |
| 857 | and shall procure all necessary governmental authorizations, including without | 878 | hereunder and shall procure all necessary governmental authorizations, |
| 858 | limitation, all necessary licenses, approvals, permissions or consents, where | 879 | including without limitation, all necessary licenses, approvals, permissions or |
| 859 | necessary for the re-exportation of the Redistributables, Applications and/or | 880 | consents, where necessary for the re-exportation of the Redistributables, |
| 860 | Devices. | 881 | Applications and/or Devices. |
| 861 | 882 | ||
| 862 | 14.9 No Implied License | 883 | 14.9. No Implied License |
| 863 | There are no implied licenses or other implied rights granted under this | 884 | There are no implied licenses or other implied rights granted under this |
| 864 | Agreement, and all rights, save for those expressly granted hereunder, shall | 885 | Agreement, and all rights, save for those expressly granted hereunder, shall |
| 865 | remain with The Qt Company and its licensors. In addition, no licenses or | 886 | remain with The Qt Company and its licensors. In addition, no licenses or |
| 866 | immunities are granted to the combination of the Licensed Software with any | 887 | immunities are granted to the combination of the Licensed Software with any |
| 867 | other software or hardware not delivered by The Qt Company under this Agreement. | 888 | other software or hardware not delivered by The Qt Company under this Agreement. |
| 868 | 889 | ||
| 869 | 14.10 Attorney Fees | 890 | 14.10. Attorney Fees |
| 870 | The prevailing Party in any action to enforce this Agreement shall be entitled | 891 | The prevailing Party in any action to enforce this Agreement shall be entitled |
| 871 | to recover its attorney’s fees and costs in connection with such action. | 892 | to recover its attorney's fees and costs in connection with such action. |
| 872 | 893 | ||
| 873 | 14.11 Privacy | 894 | 14.11. Privacy |
| 874 | Licensee acknowledges and agrees that for the purpose of this Agreement, The Qt | 895 | Licensee acknowledges and agrees that for the purpose of this Agreement, The Qt |
| 875 | Company may collect, use, transfer and disclose personal data pertaining to | 896 | Company may collect, use, transfer and disclose personal data pertaining to |
| 876 | Designated Users as well as any other employees and directors of the Licensee | 897 | Designated Users as well as any other employees and directors of the Licensee |
| 877 | and its Contractors relevant for carrying out the intent of this Agreement. Such | 898 | and its Contractors relevant for carrying out the intent of this Agreement. |
| 878 | personal data may be collected from the Licensee or directly from the relevant | 899 | Such personal data may be collected from the Licensee or directly from the |
| 879 | individuals. The Parties acknowledge that with regard to such personal data | 900 | relevant individuals. The Parties acknowledge that with regard to such personal |
| 880 | processed hereunder, The Qt Company shall be regarded as the Data Controller | 901 | data processed hereunder, The Qt Company shall be regarded as the Data |
| 881 | under the applicable Data Protection Legislation. The Qt Company shall process | 902 | Controller under the applicable Data Protection Legislation. The Qt Company |
| 882 | any such personal data in accordance with its privacy policies and practices, | 903 | shall process any such personal data in accordance with its privacy policies |
| 883 | which will comply with all applicable requirements of the Data Protection | 904 | and practices, which will comply with all applicable requirements of the Data |
| 884 | Legislation. | 905 | Protection Legislation. |
| 885 | 906 | ||
| 886 | 14.12 Severability | 907 | 14.12. Severability |
| 887 | |||
| 888 | If any provision of this Agreement shall be adjudged by any court of competent | 908 | If any provision of this Agreement shall be adjudged by any court of competent |
| 889 | jurisdiction to be unenforceable or invalid, that provision shall be limited or | 909 | jurisdiction to be unenforceable or invalid, that provision shall be limited or |
| 890 | eliminated to the minimum extent necessary so that this Agreement shall | 910 | eliminated to the minimum extent necessary so that this Agreement shall |
| 891 | otherwise remain in full force and effect and enforceable. | 911 | otherwise remain in full force and effect and enforceable. |
| 892 | 912 | ||
| 893 | 913 | ||
| 894 | APPENDICES | ||
| 895 | 914 | ||
| 896 | This Agreement includes Appendix 1 or/and Appendix 8, and possibly one or more | 915 | APPENDICES |
| 897 | of the appendices 3-5, depending on the product(s) purchased by the Licensee, | 916 | The Agreement includes Appendix 1, and possibly one or more of the appendices |
| 898 | what is stated in the quote or invoice, and/or what is stated in the Licensee’s | 917 | 3-5, depending on the product(s) purchased by the Licensee, what is stated in |
| 899 | License Certificate. | 918 | the quote or invoice, and/or what is stated in the Licensee's License |
| 900 | 919 | Certificate. | |
| 901 | |||
| 902 | APPENDIX 1: LICENSED SOFTWARE | ||
| 903 | |||
| 904 | 1a. Licensed Software - Qt Toolkit | ||
| 905 | |||
| 906 | Module Description | ||
| 907 | Qt Core Core non-graphical classes used by other modules. | ||
| 908 | Qt GUI Base classes for graphical user interface (GUI) | ||
| 909 | components. | ||
| 910 | Qt Multimedia Classes for audio, video and camera functionality. | ||
| 911 | Qt Multimedia Widgets Widget-based classes for implementing multimedia | ||
| 912 | functionality. | ||
| 913 | Qt Network Classes to make network programming easier and more | ||
| 914 | portable. | ||
| 915 | Qt QML Classes for QML and JavaScript languages. | ||
| 916 | Qt Quick A declarative framework for building highly dynamic | ||
| 917 | applications with custom user interfaces. | ||
| 918 | Qt Quick Controls 2 Provides lightweight QML types for creating | ||
| 919 | performant user interfaces for desktop, embedded, | ||
| 920 | and mobile devices. | ||
| 921 | Qt Quick Dialogs Types for creating and interacting with system | ||
| 922 | dialogs from a Qt Quick application. | ||
| 923 | Qt Quick Layouts Layouts are items that are used to arrange Qt Quick | ||
| 924 | 2 based items in the user interface. | ||
| 925 | Qt Quick Test A unit test framework for QML applications. | ||
| 926 | Qt SQL Classes for database integration using SQL. | ||
| 927 | Qt Test Classes for unit testing Qt applications and | ||
| 928 | libraries. | ||
| 929 | Qt Widgets Classes to extend Qt GUI with C++ widgets. | ||
| 930 | Active Qt Classes for applications which use ActiveX and COM | ||
| 931 | Qt 3D Functionality for near-realtime simulation systems | ||
| 932 | with support for 2D and 3D rendering. | ||
| 933 | Qt Android Extras Provides platform-specific APIs for Android. | ||
| 934 | Qt Bluetooth Provides access to Bluetooth hardware. | ||
| 935 | Qt Canvas 3D Enables OpenGL-like 3D drawing calls from Qt Quick | ||
| 936 | applications using JavaScript. | ||
| 937 | Qt Concurrent Classes for writing multi-threaded programs without | ||
| 938 | using low-level threading primitives. | ||
| 939 | Qt D-Bus Classes for inter-process communication over the | ||
| 940 | D-Bus protocol. | ||
| 941 | Qt Gamepad Enables Qt applications to support the use of gamepad | ||
| 942 | hardware. | ||
| 943 | Qt Graphical Effects Graphical effects for use with Qt Quick 2. | ||
| 944 | Qt Help Classes for integrating documentation into | ||
| 945 | applications, similar to Qt Assistant. | ||
| 946 | Qt Image Formats Plugins for additional image formats: TIFF, | ||
| 947 | MNG, TGA, WBMP. | ||
| 948 | Qt Location Displays map, navigation, and place content in a QML | ||
| 949 | application. | ||
| 950 | Qt Mac Extras Provides platform-specific APIs for macOS. | ||
| 951 | Qt Network Authorization Provides support for OAuth-based authorization to | ||
| 952 | online services. | ||
| 953 | Qt NFC Provides access to Near-Field communication (NFC) | ||
| 954 | hardware. | ||
| 955 | Qt Platform Headers Provides classes that encapsulate platform-specific | ||
| 956 | information. | ||
| 957 | Qt Positioning Provides access to position, satellite and area | ||
| 958 | monitoring classes. | ||
| 959 | Qt Print Support Classes to make printing easier and more portable. | ||
| 960 | Qt Purchasing Enables in-app purchase of products in Qt | ||
| 961 | applications. | ||
| 962 | Qt for Python Python bindings for Qt. | ||
| 963 | Qt Quick Controls Reusable Qt Quick based UI controls to create | ||
| 964 | classic desktop-style user interfaces. | ||
| 965 | Qt Quick Extras Provides a specialized set of controls that can | ||
| 966 | be used to build interfaces in Qt Quick. | ||
| 967 | Qt Quick Widgets Provides a C++ widget class for displaying a Qt | ||
| 968 | Quick user interface. | ||
| 969 | Qt SCXML Provides classes and tools for creating state | ||
| 970 | machines from SCXML files. | ||
| 971 | Qt Sensors Provides access to sensor hardware and motion | ||
| 972 | gesture recognition. | ||
| 973 | Qt Serial Bus Provides access to serial industrial bus interface. | ||
| 974 | Qt Serial Port Provides access to hardware and virtual serial ports. | ||
| 975 | Qt Speech Provides support for accessibility features such as | ||
| 976 | text-to-speech. | ||
| 977 | Qt SVG Classes for displaying the contents of SVG files. | ||
| 978 | Qt UI Tools Classes for loading QWidget based forms created in | ||
| 979 | Qt Designer dynamically, at runtime. | ||
| 980 | Qt WebChannel Provides access to QObject or QML objects from HTML | ||
| 981 | clients for seamless integration of Qt applications | ||
| 982 | with HTML/JavaScript clients. | ||
| 983 | Qt WebEngine Classes and functions for embedding web content in | ||
| 984 | applications using the Chromium browser project. | ||
| 985 | Qt WebSockets Provides WebSocket communication. | ||
| 986 | Qt WebView Displays web content in a QML application by using | ||
| 987 | APIs native to the platform. | ||
| 988 | Qt Windows Extras Provides platform-specific APIs for Windows. | ||
| 989 | Qt X11 Extras Provides platform-specific APIs for X11. | ||
| 990 | Qt XML C++ implementations of SAX and DOM. | ||
| 991 | Qt XML Patterns Support for XPath, XQuery, XSLT and XML schema | ||
| 992 | validation. | ||
| 993 | Qt Wayland Compositor Provides a framework to develop a Wayland compositor. | ||
| 994 | Qt Charts UI Components for displaying charts. | ||
| 995 | Qt Data Visualization UI Components for creating 3D data visualizations. | ||
| 996 | Qt Virtual Keyboard A framework for implementing different input methods | ||
| 997 | as well as a QML virtual keyboard. | ||
| 998 | |||
| 999 | |||
| 1000 | 1b. Licenses software – Embedded software development libraries | ||
| 1001 | |||
| 1002 | Module Description | ||
| 1003 | Boot 2 Qt stack Yocto based Embedded Linux stack for selected | ||
| 1004 | target hardware. | ||
| 1005 | Qt OTA Client-side capability for device image updates Over | ||
| 1006 | The Air. | ||
| 1007 | Device Utilities Collection of API’s to manage the device; E.g. | ||
| 1008 | display, WiFi and Bluetooth settings. | ||
| 1009 | Qt Debugging Bridge (QDB) Daemon Enables host-target deployment, debugging, | ||
| 1010 | profiling and other features over USB. Up to developer | ||
| 1011 | to decide if this is left in the final solution. | ||
| 1012 | |||
| 1013 | |||
| 1014 | 1c. Licensed Software - Qt Tools/Applications | ||
| 1015 | |||
| 1016 | Tool Description | ||
| 1017 | Qt Creator The integrated development environment for Qt. | ||
| 1018 | Qt Designer Qt tool for designing and building graphical user | ||
| 1019 | interfaces. | ||
| 1020 | Qt Linguist Tool used to add translations to Qt applications. | ||
| 1021 | Qt Assistant Tool for viewing online documentation in Qt | ||
| 1022 | help-file format. | ||
| 1023 | Qmake Utility tool used to automate the generation of make | ||
| 1024 | files. | ||
| 1025 | uic User interface compiler for the Qt GUI toolkit. | ||
| 1026 | rcc Resource compiler used for embedding resources into | ||
| 1027 | Qt applications. | ||
| 1028 | lupdate Tool that finds the translatable strings in the | ||
| 1029 | specified source, header and Qt Designer interface | ||
| 1030 | files, and produces or updates translation files. | ||
| 1031 | lrelease Tool that produces translation files in the compact | ||
| 1032 | binary format used by localized Qt applications. | ||
| 1033 | qlalr Qt parser generator tool. | ||
| 1034 | qdoc Configurable documentation generation tool. | ||
| 1035 | qmlscene QML launcher tool. | ||
| 1036 | qmlviewer QML launcher tool. | ||
| 1037 | |||
| 1038 | |||
| 1039 | 1d. Licenses software –Qt Tools/Applications specific to embedded software | ||
| 1040 | development | ||
| 1041 | |||
| 1042 | Tool Description | ||
| 1043 | Target toolchains Cross compilation toolchains for supported target | ||
| 1044 | devices and operating systems. | ||
| 1045 | Qt Debugging Bridge (QDB) Enables deployment, debugging, profiling and other | ||
| 1046 | Host Tools features over USB from development host PC to target | ||
| 1047 | device. | ||
| 1048 | qtconfig-gui Qt Lite Configurator tool graphical interface. | ||
| 1049 | Qt Emulator Qt Emulator | ||
| 1050 | |||
| 1051 | |||
| 1052 | 2. Parts of the Licensed Software that are permitted for distribution in | ||
| 1053 | object-code form only (“Redistributables”) under this Agreement: | ||
| 1054 | |||
| 1055 | 2a. Qt for Application Development | ||
| 1056 | |||
| 1057 | - The Licensed Software's Qt Toolkit libraries defined in 1a | ||
| 1058 | - The Licensed Software's installer framework | ||
| 1059 | |||
| 1060 | 2b. Qt for Device Creation | ||
| 1061 | |||
| 1062 | - Qt for Application Development Redistributables defined in 2a | ||
| 1063 | - The Licensed Software’s Embedded software development libraries defined | ||
| 1064 | in 1b | ||
| 1065 | |||
| 1066 | 2c. Qt 3D Studio | ||
| 1067 | |||
| 1068 | - The Licensed Software’s Qt 3D Studio Runtime (“Qt53DStudioRuntime2”) | ||
| 1069 | 920 | ||
| 1070 | 921 | ||
| 1071 | APPENDIX 3: ADDITIONS TO LICENSED SOFTWARE | 922 | APPENDIX 1 |
| 923 | The modules and/or tools that are included in the respective product - Qt for | ||
| 924 | Application Development (QtAD), Qt for Device Creation (QtDC), Qt for MCUs | ||
| 925 | (QtMCU), Qt 3D Studio (Qt3DS) and Qt Design Studio (QtDS) - are marked with 'X' | ||
| 926 | in the below table. | ||
| 927 | |||
| 928 | Parts of the product that are permitted for distribution in object-code form | ||
| 929 | only ("Redistributables") are marked with 'R' in the below table. | ||
| 930 | |||
| 931 | Modules/Tools | QtAD | QtDC | QtMCU | Qt3DS | QtDS | ||
| 932 | ------------------------------------------------------------------------------- | ||
| 933 | Qt Core | X,R | X,R | | | | ||
| 934 | ------------------------------------------------------------------------------- | ||
| 935 | Qt GUI | X,R | X,R | | | | ||
| 936 | ------------------------------------------------------------------------------- | ||
| 937 | Qt Multimedia | X,R | X,R | | | | ||
| 938 | ------------------------------------------------------------------------------- | ||
| 939 | Qt Multimedia Widgets | X,R | X,R | | | | ||
| 940 | ------------------------------------------------------------------------------- | ||
| 941 | Qt Network | X,R | X,R | | | | ||
| 942 | ------------------------------------------------------------------------------- | ||
| 943 | Qt QML | X,R | X,R | | | | ||
| 944 | ------------------------------------------------------------------------------- | ||
| 945 | Qt Quick | X,R | X,R | | | | ||
| 946 | ------------------------------------------------------------------------------- | ||
| 947 | Qt Quick Controls 2 | X,R | X,R | | | | ||
| 948 | ------------------------------------------------------------------------------- | ||
| 949 | Qt Quick Dialogs | X,R | X,R | | | | ||
| 950 | ------------------------------------------------------------------------------- | ||
| 951 | Qt Quick Layouts | X,R | X,R | | | | ||
| 952 | ------------------------------------------------------------------------------- | ||
| 953 | Qt Quick Test | X,R | X,R | | | | ||
| 954 | ------------------------------------------------------------------------------- | ||
| 955 | Qt SQL | X,R | X,R | | | | ||
| 956 | ------------------------------------------------------------------------------- | ||
| 957 | Qt Test | X,R | X,R | | | | ||
| 958 | ------------------------------------------------------------------------------- | ||
| 959 | Qt Widgets | X,R | X,R | | | | ||
| 960 | ------------------------------------------------------------------------------- | ||
| 961 | Active Qt | X,R | X,R | | | | ||
| 962 | ------------------------------------------------------------------------------- | ||
| 963 | Qt 3D | X,R | X,R | | | | ||
| 964 | ------------------------------------------------------------------------------- | ||
| 965 | Qt Android Extras | X,R | X,R | | | | ||
| 966 | ------------------------------------------------------------------------------- | ||
| 967 | Qt Bluetooth | X,R | X,R | | | | ||
| 968 | ------------------------------------------------------------------------------- | ||
| 969 | Qt Canvas 3D | X,R | X,R | | | | ||
| 970 | ------------------------------------------------------------------------------- | ||
| 971 | Qt Concurrent | X,R | X,R | | | | ||
| 972 | ------------------------------------------------------------------------------- | ||
| 973 | Qt D-Bus | X,R | X,R | | | | ||
| 974 | ------------------------------------------------------------------------------- | ||
| 975 | Qt Gamepad | X,R | X,R | | | | ||
| 976 | ------------------------------------------------------------------------------- | ||
| 977 | Qt Graphical Effects | X,R | X,R | | | | ||
| 978 | ------------------------------------------------------------------------------- | ||
| 979 | Qt Help | X,R | X,R | | | | ||
| 980 | ------------------------------------------------------------------------------- | ||
| 981 | Qt Image Formats | X,R | X,R | | | | ||
| 982 | ------------------------------------------------------------------------------- | ||
| 983 | Qt Location | X,R | X,R | | | | ||
| 984 | ------------------------------------------------------------------------------- | ||
| 985 | Qt Mac Extras | X,R | X,R | | | | ||
| 986 | ------------------------------------------------------------------------------- | ||
| 987 | Qt Network Authorization | X,R | X,R | | | | ||
| 988 | ------------------------------------------------------------------------------- | ||
| 989 | Qt NFC | X,R | X,R | | | | ||
| 990 | ------------------------------------------------------------------------------- | ||
| 991 | Qt Platform Headers | X,R | X,R | | | | ||
| 992 | ------------------------------------------------------------------------------- | ||
| 993 | Qt Positioning | X,R | X,R | | | | ||
| 994 | ------------------------------------------------------------------------------- | ||
| 995 | Qt Print Support | X,R | X,R | | | | ||
| 996 | ------------------------------------------------------------------------------- | ||
| 997 | Qt Purchasing | X,R | X,R | | | | ||
| 998 | ------------------------------------------------------------------------------- | ||
| 999 | Qt for Python | X,R | X,R | | | | ||
| 1000 | ------------------------------------------------------------------------------- | ||
| 1001 | Qt Quick Controls | X,R | X,R | | | | ||
| 1002 | ------------------------------------------------------------------------------- | ||
| 1003 | Qt Quick Extras | X,R | X,R | | | | ||
| 1004 | ------------------------------------------------------------------------------- | ||
| 1005 | Qt Quick Widgets | X,R | X,R | | | | ||
| 1006 | ------------------------------------------------------------------------------- | ||
| 1007 | Qt SCXML | X,R | X,R | | | | ||
| 1008 | ------------------------------------------------------------------------------- | ||
| 1009 | Qt Sensors | X,R | X,R | | | | ||
| 1010 | ------------------------------------------------------------------------------- | ||
| 1011 | Qt Serial Bus | X,R | X,R | | | | ||
| 1012 | ------------------------------------------------------------------------------- | ||
| 1013 | Qt Serial Port | X,R | X,R | | | | ||
| 1014 | ------------------------------------------------------------------------------- | ||
| 1015 | Qt Speech | X,R | X,R | | | | ||
| 1016 | ------------------------------------------------------------------------------- | ||
| 1017 | Qt SVG | X,R | X,R | | | | ||
| 1018 | ------------------------------------------------------------------------------- | ||
| 1019 | Qt UI Tools | X,R | X,R | | | | ||
| 1020 | ------------------------------------------------------------------------------- | ||
| 1021 | Qt WebChannel | X,R | X,R | | | | ||
| 1022 | ------------------------------------------------------------------------------- | ||
| 1023 | Qt WebEngine | X,R | X,R | | | | ||
| 1024 | ------------------------------------------------------------------------------- | ||
| 1025 | Qt WebSockets | X,R | X,R | | | | ||
| 1026 | ------------------------------------------------------------------------------- | ||
| 1027 | Qt WebView | X,R | X,R | | | | ||
| 1028 | ------------------------------------------------------------------------------- | ||
| 1029 | Qt Windows Extras | X,R | X,R | | | | ||
| 1030 | ------------------------------------------------------------------------------- | ||
| 1031 | Qt X11 Extras | X,R | X,R | | | | ||
| 1032 | ------------------------------------------------------------------------------- | ||
| 1033 | Qt XML | X,R | X,R | | | | ||
| 1034 | ------------------------------------------------------------------------------- | ||
| 1035 | Qt XML Patterns | X,R | X,R | | | | ||
| 1036 | ------------------------------------------------------------------------------- | ||
| 1037 | Qt Wayland Compositor | X,R | X,R | | | | ||
| 1038 | ------------------------------------------------------------------------------- | ||
| 1039 | Qt Charts | X,R | X,R | | | | ||
| 1040 | ------------------------------------------------------------------------------- | ||
| 1041 | Qt Data Visualization | X,R | X,R | | | | ||
| 1042 | ------------------------------------------------------------------------------- | ||
| 1043 | Qt Virtual Keyboard | X,R | X,R | | | | ||
| 1044 | ------------------------------------------------------------------------------- | ||
| 1045 | Boot 2 Qt stack | | X,R | | | | ||
| 1046 | ------------------------------------------------------------------------------- | ||
| 1047 | Qt OTA | | X,R | | | | ||
| 1048 | ------------------------------------------------------------------------------- | ||
| 1049 | Device Utilities | | X,R | | | | ||
| 1050 | ------------------------------------------------------------------------------- | ||
| 1051 | Qt Debugging Bridge (QDB) Daemon | | X,R | | | | ||
| 1052 | ------------------------------------------------------------------------------- | ||
| 1053 | Qt Quick Ultralite Controls | | | X,R | | | ||
| 1054 | ------------------------------------------------------------------------------- | ||
| 1055 | Qt Quick Ultralite | | | X,R | | | ||
| 1056 | ------------------------------------------------------------------------------- | ||
| 1057 | Qt Creator | X | X | X | | | ||
| 1058 | ------------------------------------------------------------------------------- | ||
| 1059 | Qt Designer (Qt Widget Designer) | X | X | | | | ||
| 1060 | ------------------------------------------------------------------------------- | ||
| 1061 | Qt Quick Designer (Qt Creator plugin) | X | X | X | | | ||
| 1062 | ------------------------------------------------------------------------------- | ||
| 1063 | Qt Linguist | X | X | X | | | ||
| 1064 | ------------------------------------------------------------------------------- | ||
| 1065 | Qt Assistant | X | X | X | | | ||
| 1066 | ------------------------------------------------------------------------------- | ||
| 1067 | lupdate | X | X | X | | | ||
| 1068 | ------------------------------------------------------------------------------- | ||
| 1069 | lrelease | X | X | X | | | ||
| 1070 | ------------------------------------------------------------------------------- | ||
| 1071 | qmake | X | X | | | | ||
| 1072 | ------------------------------------------------------------------------------- | ||
| 1073 | uic | X | X | | | | ||
| 1074 | ------------------------------------------------------------------------------- | ||
| 1075 | rcc | X | X | | | | ||
| 1076 | ------------------------------------------------------------------------------- | ||
| 1077 | qlalr | X | X | | | | ||
| 1078 | ------------------------------------------------------------------------------- | ||
| 1079 | qdoc | X | X | | | | ||
| 1080 | ------------------------------------------------------------------------------- | ||
| 1081 | qmlscene | X | X | | | | ||
| 1082 | ------------------------------------------------------------------------------- | ||
| 1083 | qmlviewer | X | X | | | | ||
| 1084 | ------------------------------------------------------------------------------- | ||
| 1085 | Target toolchains | | X | X | | | ||
| 1086 | ------------------------------------------------------------------------------- | ||
| 1087 | Qt Debugging Bridge (QDB) Host Tools | | X | | | | ||
| 1088 | ------------------------------------------------------------------------------- | ||
| 1089 | qtconfig-gui | | X | | | | ||
| 1090 | ------------------------------------------------------------------------------- | ||
| 1091 | Qt Emulator | | X | | | | ||
| 1092 | ------------------------------------------------------------------------------- | ||
| 1093 | qmlinterfacegenerator | | | X | | | ||
| 1094 | ------------------------------------------------------------------------------- | ||
| 1095 | qmltocpp | | | X | | | ||
| 1096 | ------------------------------------------------------------------------------- | ||
| 1097 | qulfontcompiler | | | X | | | ||
| 1098 | ------------------------------------------------------------------------------- | ||
| 1099 | Qt53DStudioRuntime2 | | | | X,R | | ||
| 1100 | ------------------------------------------------------------------------------- | ||
| 1101 | Qt 3D Studio | | | | X | | ||
| 1102 | ------------------------------------------------------------------------------- | ||
| 1103 | Qt Design Studio | | | | | X | ||
| 1104 | ------------------------------------------------------------------------------- | ||
| 1072 | 1105 | ||
| 1073 | 1. Licensed Software | ||
| 1074 | 1106 | ||
| 1107 | APPENDIX 3: ADDITIONS TO LICENSED SOFTWARE | ||
| 1075 | In addition to what is provided under the definition of the Licensed Software, | 1108 | In addition to what is provided under the definition of the Licensed Software, |
| 1076 | Parties agree that Licensed Software shall also include the following additional | 1109 | Parties agree that Licensed Software shall also include the Add-On Products of |
| 1077 | software products of The Qt Company if included in the quote / invoice: | 1110 | The Qt Company, as mentioned in this Appendix, if included in the |
| 1078 | 1111 | quote / invoice. | |
| 1079 | Additional software product Description | 1112 | |
| 1080 | Qt for Automation A collection of software components and | 1113 | The Modules and/or Tools of the Licensed Software that are included with each |
| 1081 | libraries targeted for the development of | 1114 | Add-On Product respectively are marked with 'X' in the below table. Parts of |
| 1082 | automation systems. | 1115 | the respective Add-On Product that are permitted for distribution in |
| 1083 | Qt Safe Renderer Provides a UI rendering component that can be | 1116 | object-code form only ("Redistributables") are marked with 'R' in the below |
| 1084 | used to render safety- critical items as well | 1117 | table. |
| 1085 | as documentation and certification artifacts. | 1118 | |
| 1086 | Qt Application Manager Daemon, that helps to create embedded Linux | 1119 | ------------------------------------------------------------------------------- |
| 1087 | systems that have a highly complex UI setup. | 1120 | | Add-On Product(s) |
| 1088 | GammaRay A software introspection tool for Qt | 1121 | Modules / |------------------------------------------------------------------ |
| 1089 | applications. | 1122 | Tools of |Qt for |Qt |Qt Safe |Qt |Qt |Qt |
| 1090 | 1123 | Licensed |Automation |Automotive |Renderer |Application|Gammaray |Deployment | |
| 1091 | 1124 | Software | |Suite | |Manager | |Platform | |
| 1092 | 2. Parts of the Licensed Software that are permitted for distribution in | 1125 | | | | | | |Package |
| 1093 | object-code form only (“Redistributables”) under this Agreement: | 1126 | ------------------------------------------------------------------------------- |
| 1094 | 1127 | Qt MQTT | X,R | | | | | | |
| 1095 | - Qt for Automation The Licensed Software’s Qt for Automation | 1128 | ------------------------------------------------------------------------------- |
| 1096 | libraries defined in 1 | 1129 | Qt KNX | X,R | | | | | |
| 1097 | - Qt Safe Renderer The Licensed Software’s Qt Safe Renderer | 1130 | ------------------------------------------------------------------------------- |
| 1098 | libraries defined in 1 | 1131 | Qt OPC UA | X,R | | | | | |
| 1099 | - Qt Application Manager The Licensed Software’s Qt Application Manager | 1132 | ------------------------------------------------------------------------------- |
| 1100 | libraries defined in 1 | 1133 | Qt CoAP | X,R | | | | | |
| 1101 | 1134 | ------------------------------------------------------------------------------- | |
| 1102 | All the above is considered as Redistributables and subject to applicable | 1135 | Qt Safe | | X,R | X,R | | | |
| 1103 | provisions and limitations including but not limited to what is defined in | 1136 | Renderer | | | | | | |
| 1104 | section 3. | 1137 | ------------------------------------------------------------------------------- |
| 1105 | 1138 | Qt | | | | | | | |
| 1106 | 1139 | Application | | X,R | | X,R | | | |
| 1107 | APPENDIX 4: SMALL BUSINESS AND START-UP APPENDIX | 1140 | Manager | | | | | | |
| 1108 | 1141 | ------------------------------------------------------------------------------- | |
| 1142 | Qt IVI | | X,R | | | | | ||
| 1143 | ------------------------------------------------------------------------------- | ||
| 1144 | Reference UI| | X,R | | | | | ||
| 1145 | ------------------------------------------------------------------------------- | ||
| 1146 | Qt GENIVI | | X,R | | | | | ||
| 1147 | Extras | | | | | | | ||
| 1148 | ------------------------------------------------------------------------------- | ||
| 1149 | QML Live | | X | | | | | ||
| 1150 | ------------------------------------------------------------------------------- | ||
| 1151 | Qt Creator | | X | | | | | ||
| 1152 | Deployment | | | | | | | ||
| 1153 | ------------------------------------------------------------------------------- | ||
| 1154 | Qt Creator | | | | | | | ||
| 1155 | Plugin for | | | | | | | ||
| 1156 | Qt | | X | | X | | | ||
| 1157 | Application | | | | | | | ||
| 1158 | Manager | | | | | | | ||
| 1159 | ------------------------------------------------------------------------------- | ||
| 1160 | Qt | | | | | | | ||
| 1161 | Automotive | | | | | | | ||
| 1162 | Suite | | X | | | | | ||
| 1163 | Deployment | | | | | | | ||
| 1164 | Server | | | | | | | ||
| 1165 | ------------------------------------------------------------------------------- | ||
| 1166 | Qt Design | | X | | | | | ||
| 1167 | Studio | | | | | | | ||
| 1168 | ------------------------------------------------------------------------------- | ||
| 1169 | Qt 3D Studio| | X | | | | | ||
| 1170 | ------------------------------------------------------------------------------- | ||
| 1171 | GammaRay | | X | | | X | | ||
| 1172 | ------------------------------------------------------------------------------- | ||
| 1173 | Platform | | | | | | | ||
| 1174 | adaptations | | | | | | | ||
| 1175 | for | | | | | | X | ||
| 1176 | specified | | | | | | | ||
| 1177 | Deployment | | | | | | | ||
| 1178 | Platforms | | | | | | | ||
| 1179 | ------------------------------------------------------------------------------- | ||
| 1180 | Qt for | | | | | | | ||
| 1181 | Device | | X | | | | | ||
| 1182 | Creation | | | | | | | ||
| 1183 | ------------------------------------------------------------------------------- | ||
| 1184 | |||
| 1185 | All the above Redistributables are subject to applicable provisions and | ||
| 1186 | limitations including but not limited to what is defined in section 3 of the | ||
| 1187 | Agreement. | ||
| 1188 | |||
| 1189 | |||
| 1190 | APPENDIX 4: SMALL BUSINESS AND STARTUP | ||
| 1109 | The provisions of this Appendix 4 are applicable for Start-up Companies and for | 1191 | The provisions of this Appendix 4 are applicable for Start-up Companies and for |
| 1110 | the Evaluation Term. | 1192 | the Evaluation Term.For the purpose of this Appendix 4, the following |
| 1193 | additional definitions shall be applicable: | ||
| 1111 | 1194 | ||
| 1112 | For the purpose of this Appendix 4, the following additional definitions shall | 1195 | "Trial Term" shall mean a period of twelve (12) months. |
| 1113 | be applicable: | ||
| 1114 | “Trial Term” shall mean a period of twelve (12) months. | ||
| 1115 | 1196 | ||
| 1116 | “Start-up Company” means a company with a maximum annual revenue, including | 1197 | "Start-up Company" means a company with a maximum annual revenue, including |
| 1117 | funding, equivalent to 100,000 USD (in applicable currency) during a respective | 1198 | funding, equivalent to 100,000 USD (in applicable currency) during a respective |
| 1118 | calendar year, as evidenced by duly audited records of the Licensee and approved | 1199 | calendar year, as evidenced by duly audited records of the Licensee and |
| 1119 | by The Qt Company. | 1200 | approved by The Qt Company. |
| 1120 | 1201 | ||
| 1121 | During the Trial Term, Section 3 shall apply with following modifications | 1202 | During the Trial Term, Section 3 shall apply with following modifications |
| 1122 | (“Trial Term Modifications”): | 1203 | ("Trial Term Modifications"): |
| 1123 | 1204 | (i) Licenses granted under Sections 3.1 and 3.2 shall be free of any | |
| 1124 | - Licenses granted under Sections 3.1 and 3.2 shall be free of any charge. | 1205 | charge. For clarity, License for distribution of Devices pursuant |
| 1125 | For clarity, License for distribution of Devices pursuant to Section 3.3 is | 1206 | to Section 3.3 is subject to applicable License Fee for necessary |
| 1126 | subject to applicable License Fee for necessary Distribution Licenses; | 1207 | Distribution Licenses; |
| 1127 | - Development License under Section 3.1 is limited to a maximum of three (3) | 1208 | (ii) Development License under Section 3.1 is limited to a maximum of |
| 1128 | Designated Users; and | 1209 | three (3) Designated Users; and |
| 1129 | - Support is available subject to availability, as judged by The Qt Company | 1210 | (iii) Support is available subject to availability, as judged by The Qt |
| 1130 | at its free and absolute discretion, provided that support will be limited | 1211 | Company at its free and absolute discretion, provided that support |
| 1131 | to a maximum of ten (10) tickets during the Trial Term. | 1212 | will be limited to a maximum of ten (10) tickets during the Trial |
| 1213 | Term. | ||
| 1132 | 1214 | ||
| 1133 | Upon expiry of the Trial Term: | 1215 | Upon expiry of the Trial Term: |
| 1134 | 1216 | (a) This Appendix 4 is terminated, Trial Term Modifications cease to | |
| 1135 | a) This Appendix 4 is terminated, Trial Term Modifications cease to remain in | 1217 | remain in force, Licensee's Development Licenses shall be |
| 1136 | force, Licensee’s Development Licenses shall be automatically converted | 1218 | automatically converted into licenses subject to a License Fee (in |
| 1137 | into licenses subject to a License Fee (in the amount specified in the | 1219 | the amount specified in the quote or in Appendix 2 and payable with |
| 1138 | quote or in Appendix 2 and payable with a 30-day payment term) and | 1220 | a 30-day payment term) and Licensee's rights and obligations under |
| 1139 | Licensee’s rights and obligations under this Agreement shall continue to | 1221 | this Agreement shall continue to remain in force under the standard |
| 1140 | remain in force under the standard provisions of the Agreement, unless the | 1222 | provisions of the Agreement, unless the Licensee notifies The Qt |
| 1141 | Licensee notifies The Qt Company in writing no less than ninety (90) days | 1223 | Company in writing no less than ninety (90) days before such expiry |
| 1142 | before such expiry date that Licensee does not agree to such continuance, | 1224 | date that Licensee does not agree to such continuance, in which |
| 1143 | in which event the Agreement, and all rights of the Licensee thereunder, | 1225 | event the Agreement, and all rights of the Licensee thereunder, |
| 1144 | shall expire; provided however that | 1226 | shall expire; provided however that |
| 1145 | b) in the event the Licensee still qualifies as a Start-up Company, the | 1227 | (b) in the event the Licensee still qualifies as a Start-up Company, |
| 1146 | Licensee has an option (“Option”), instead of what is stated in item a) | 1228 | the Licensee has an option ("Option"), instead of what is stated in |
| 1147 | above, to extend the Trial Term renewal is limited to one time and total | 1229 | item a) above, to renew the Trial Term. Renewal is limited to one |
| 1148 | duration of Trial Terms thus to 24 months after the effective date. | 1230 | time, and the total duration of Trial Term is thus 24 months after |
| 1149 | Licensee shall notify The Qt Company in writing no less than ninety (90) | 1231 | the effective date. Licensee shall notify The Qt Company in |
| 1150 | days before the expiry date, if Licensee wish to exercise the Option. | 1232 | writing, no less than ninety (90) days before the expiry date, if |
| 1151 | 1233 | Licensee wish to exercise the Option. | |
| 1152 | 1234 | ||
| 1153 | APPENDIX 5: NON-COMMERCIAL USE APPENDIX | 1235 | |
| 1154 | 1236 | APPENDIX 5: NON-COMMERCIAL USE | |
| 1155 | The provisions of this Appendix 5 are applicable for non-commercial use of the | 1237 | The provisions of this Appendix 5 are applicable for non-commercial use of the |
| 1156 | Licensed Software by the Licensee. For the purpose of this Appendix 5, the | 1238 | Licensed Software by the Licensee. |
| 1157 | following additional definitions (replacing the relevant definition of the | ||
| 1158 | Agreement, where applicable) shall be applicable: | ||
| 1159 | 1239 | ||
| 1160 | “Demo Units” shall mean | 1240 | For the purpose of this Appendix 5, the following additional definitions |
| 1161 | (i) hardware development platform, which incorporates the Licensed | 1241 | (replacing the relevant definition of the Agreement, where applicable) shall be |
| 1162 | Software along with Licensee’s software and/or hardware, and | 1242 | applicable: |
| 1163 | (ii) prototype versions of Applications or Devices. | ||
| 1164 | 1243 | ||
| 1165 | “Designated User(s)” shall mean the employees and students of the Licensee. | 1244 | "Demo Units" shall mean (i) hardware development platform, which incorporates |
| 1245 | the Licensed Software along with Licensee's software and/or hardware, and (ii) | ||
| 1246 | prototype versions of Applications or Devices. | ||
| 1166 | 1247 | ||
| 1167 | “Licensee Products” shall mean Applications and/or Devices. | 1248 | "Designated User(s)" shall mean the employees and students of the Licensee. |
| 1168 | 1249 | ||
| 1169 | “Permitted Purpose” shall mean | 1250 | "Licensee Products" shall mean Applications and/or Devices. |
| 1170 | (i) Licensee’s internal evaluation and testing of Licensed Software, | ||
| 1171 | (ii) building Demo Units as well as | ||
| 1172 | (iii) educational use. | ||
| 1173 | 1251 | ||
| 1174 | “Term” shall mean a period of twelve (12) months or any such other period as | 1252 | "Permitted Purpose" shall mean (i) Licensee's internal evaluation and testing |
| 1253 | of Licensed Software, (ii) building Demo Units as well as (iii) educational | ||
| 1254 | use. | ||
| 1255 | |||
| 1256 | "Term" shall mean a period of twelve (12) months or any such other period as | ||
| 1175 | may be agreed between the Parties. | 1257 | may be agreed between the Parties. |
| 1176 | 1258 | ||
| 1177 | For the purpose of this Appendix 5, the following changes shall be agreed with | 1259 | For the purpose of this Appendix 5, the following changes shall be agreed with |
| 1178 | respect to relevant Sections of the Agreement: | 1260 | respect to relevant Sections of the Agreement: |
| 1179 | I. Recital (A) shall be replaced in its entirety to read as follows: “(A) | 1261 | I. Recital (A) shall be replaced in its entirety to read as follows: |
| 1180 | Licensee wishes to use the Licensed Software for the Permitted Purpose.” | ||
| 1181 | II. Section 3.1 shall be replaced in its entirety to read as follows: “The | ||
| 1182 | Qt Company grants to Licensee a personal, non-exclusive, | ||
| 1183 | non-transferable, revocable, royalty-free license, valid for the Term, | ||
| 1184 | to use, modify and copy the Licensed Software solely for the Permitted | ||
| 1185 | Purpose. Licensee may install copies of the Licensed Software on an | ||
| 1186 | unlimited number of computers provided that only Designated Users may | ||
| 1187 | use the Licensed Software. Licensee may demonstrate the Demo Units, | ||
| 1188 | provided that such demonstrations must be conducted by Licensee, and | ||
| 1189 | the Demo Units must remain in Licensee’s possession and under | ||
| 1190 | Licensee’s control at all times. For clarity, this Agreement does not | ||
| 1191 | (i) entitle Licensee to use Licensed Software to create Applications | ||
| 1192 | or Devices (other than prototypes thereof) or | ||
| 1193 | (ii) carry any distribution rights to Licensee, but such rights are | ||
| 1194 | subject to and conditional upon conclusion of a separate | ||
| 1195 | license agreement with The Qt Company.” | ||
| 1196 | III. Sections 3.2, 3.3, 8 and 10 shall be deleted. | ||
| 1197 | IV. Section 3.4 shall be replaced in its entirety to read as follows: | ||
| 1198 | “Licensee shall not: | ||
| 1199 | - remove or alter any copyright, trademark or other proprietary | ||
| 1200 | rights notice contained in any portion of the Licensed Software; | ||
| 1201 | - transfer, publish, sublicense, disclose, display or otherwise make | ||
| 1202 | the Licensed Software available to any third party (except that | ||
| 1203 | Licensee may demonstrate the Demo Units pursuant to Section 3.1); | ||
| 1204 | - in any way combine, incorporate or integrate Licensed Software | ||
| 1205 | with, or use Licensed Software for creation of, any software | ||
| 1206 | created with or incorporating Open Source Qt; | ||
| 1207 | - Licensee shall cause all Designated Users who make use of the | ||
| 1208 | licenses granted under this Agreement, to be contractually bound to | ||
| 1209 | comply with the relevant terms of this Agreement and not to use the | ||
| 1210 | Licensed Software beyond the terms hereof. Licensee shall be | ||
| 1211 | responsible for any and all actions and omissions of its Designated | ||
| 1212 | Users relating to the Licensed Software and use thereof. Any use | ||
| 1213 | of Licensed Software beyond the provisions of this Agreement is | ||
| 1214 | strictly prohibited and requires an additional license from The Qt | ||
| 1215 | Company.” | ||
| 1216 | V. Section 12 shall be replaced in its entirety to read as follows: “This | ||
| 1217 | Agreement shall enter into force upon due acceptance by both Parties | ||
| 1218 | and remain in force for the Term, unless and until terminated pursuant | ||
| 1219 | to the terms of Section 12. Upon termination of the Agreement, Licensee | ||
| 1220 | shall cease using the Licensed Software. All other copies of Licensed | ||
| 1221 | Software in the possession or control of Licensee must be erased or | ||
| 1222 | destroyed. An officer of Licensee must, upon request, promptly deliver | ||
| 1223 | to The Qt Company a written confirmation that this has occurred.” | ||
| 1224 | 1262 | ||
| 1225 | Except for the modifications specified above, this Appendix carries no change to | 1263 | "(A) Licensee wishes to use the Licensed Software for the Permitted |
| 1226 | the terms of the Agreement, which shall remain in full force. | 1264 | Purpose." |
| 1227 | 1265 | ||
| 1266 | II. Section 3.1 shall be replaced in its entirety to read as follows: | ||
| 1228 | 1267 | ||
| 1229 | APPENDIX 8: QT FOR DEVICE CREATION MCU APPENDIX | 1268 | "The Qt Company grants to Licensee a personal, non-exclusive, |
| 1269 | non-transferable, revocable, royalty-free license, valid for the | ||
| 1270 | Term, to use, modify and copy the Licensed Software solely for the | ||
| 1271 | Permitted Purpose. | ||
| 1230 | 1272 | ||
| 1231 | This Appendix 8 shall be applicable in case the Licensee and/or respective | 1273 | Licensee may install copies of the Licensed Software on an |
| 1232 | Designated User have purchased Qt for Device Creation MCU, either as an | 1274 | unlimited number of computers provided that only Designated Users |
| 1233 | add-on or standalone package. In case Qt for Device Creation MCU is purchased | 1275 | may use the Licensed Software. |
| 1234 | as an addition to Qt for Device Creation, this appendix is an addition to | ||
| 1235 | Appendix 1. In any other case, this appendix replaces Appendix 1. | ||
| 1236 | 1276 | ||
| 1237 | 1a. Licensed Software - Qt Toolkit | 1277 | Licensee may demonstrate the Demo Units, provided that such |
| 1278 | demonstrations must be conducted by Licensee, and the Demo Units | ||
| 1279 | must remain in Licensee's possession and under Licensee's control | ||
| 1280 | at all times. | ||
| 1238 | 1281 | ||
| 1239 | Module Description | 1282 | For clarity, this Agreement does not (i) entitle Licensee to use |
| 1240 | Qt Quick Controls 2 Provides lightweight QML types for creating | 1283 | Licensed Software to create Applications or Devices (other than |
| 1241 | performant user interfaces for desktop, embedded, | 1284 | prototypes thereof) or (ii) carry any distribution rights to |
| 1242 | and mobile devices. | 1285 | Licensee, but such rights are subject to and conditional upon |
| 1286 | conclusion of a separate license agreement with The Qt Company." | ||
| 1243 | 1287 | ||
| 1288 | III. Sections 3.2, 3.3, 8 and 10 shall be deleted. | ||
| 1244 | 1289 | ||
| 1245 | 1b. Licensed software – Embedded software development libraries | 1290 | IV. Section 3.4 shall be replaced in its entirety to read as follows: |
| 1246 | 1291 | ||
| 1247 | Module Description | 1292 | "Licensee shall not: |
| 1248 | Qt Quick Ultralite Qt Quick Ultralite (QUL) rendering engine and sample | 1293 | - remove or alter any copyright, trademark or other proprietary |
| 1249 | source codes. | 1294 | rights notice contained in any portion of the Licensed |
| 1250 | Qt Quick Ultralite Platform adaptations including OS support that allow | 1295 | Software; |
| 1251 | Platform Adaptations applications on QUL to run on microcontrollers | ||
| 1252 | 1296 | ||
| 1297 | - transfer, publish, sublicense, disclose, display or otherwise | ||
| 1298 | make the Licensed Software available to any third party | ||
| 1299 | (except that Licensee may demonstrate the Demo Units pursuant | ||
| 1300 | to Section 3.1); | ||
| 1253 | 1301 | ||
| 1254 | 1c. Licensed Software - Qt Tools/Applications | 1302 | - in any way combine, incorporate or integrate Licensed |
| 1303 | Software with, or use Licensed Software for creation of, any | ||
| 1304 | software created with or incorporating Open Source Qt; | ||
| 1255 | 1305 | ||
| 1256 | Tool Description | 1306 | Licensee shall cause all Designated Users who make use of the |
| 1257 | Qt Creator The integrated development environment for Qt. | 1307 | licenses granted under this Agreement, to be contractually bound to |
| 1258 | Qt Designer Qt tool for designing and building graphical user | 1308 | comply with the relevant terms of this Agreement and not to use the |
| 1259 | interfaces. | 1309 | Licensed Software beyond the terms hereof. Licensee shall be |
| 1260 | Qt Linguist Tool used to add translations to Qt applications. | 1310 | responsible for any and all actions and omissions of its Designated |
| 1261 | Qt Assistant Tool for viewing online documentation in Qt help-file | 1311 | Users relating to the Licensed Software and use thereof. |
| 1262 | format. | ||
| 1263 | lupdate Tool that finds the translatable strings in the | ||
| 1264 | specified source, header and Qt Designer interface | ||
| 1265 | files, and produces or updates translation files. | ||
| 1266 | lrelease Tool that produces translation files in the compact | ||
| 1267 | binary format used by localized Qt applications. | ||
| 1268 | 1312 | ||
| 1313 | Any use of Licensed Software beyond the provisions of this | ||
| 1314 | Agreement is strictly prohibited and requires an additional license | ||
| 1315 | from The Qt Company." | ||
| 1269 | 1316 | ||
| 1270 | 1d. Licensed software – Qt Tools/Applications specific to embedded software | 1317 | V. Section 12 shall be replaced in its entirety to read as follows: |
| 1271 | development | ||
| 1272 | 1318 | ||
| 1273 | Tool Description | 1319 | "This Agreement shall enter into force upon due acceptance by both |
| 1274 | Target toolchains Cross compilation toolchains for supported target | 1320 | Parties and remain in force for the Term, unless and until |
| 1275 | devices and operating systems. | 1321 | terminated pursuant to the terms of Section 12. |
| 1276 | qmlinterfaceextractor Tool to generate QML from header file. | ||
| 1277 | qml2cpp Tool to convert QML to C++ files. | ||
| 1278 | fontcompiler Tool to compile font meta data and True Type fonts. | ||
| 1279 | 1322 | ||
| 1323 | Upon termination of the Agreement, Licensee shall cease using the | ||
| 1324 | Licensed Software. All other copies of Licensed Software in the | ||
| 1325 | possession or control of Licensee must be erased or destroyed. An | ||
| 1326 | officer of Licensee must, upon request, promptly deliver to The Qt | ||
| 1327 | Company a written confirmation that this has occurred." | ||
| 1280 | 1328 | ||
| 1281 | 2. Parts of the Licensed Software that are permitted for distribution in | 1329 | Except for the modifications specified above, this Appendix carries no change |
| 1282 | object-code form only (“Redistributables”) under this Agreement: | 1330 | to the terms of the Agreement which shall remain in full force. |
| 1283 | 1331 | ||
| 1284 | - The Licensed Software’s Embedded software development libraries | ||
| 1285 | defined in 1b. | ||
