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1/****************************************************************************** 1QT LICENSE AGREEMENT
2** 2Agreement version 4.0
3** Copyright (C) 2015 The Qt Company Ltd. 3
4** Contact: http://www.qt.io/licensing/ 4This License Agreement ("Agreement") is a legal agreement between The Qt
5** 5Company (as defined below) and the Licensee (as defined below) for the license
6** This file is part of the <Fill> module. 6of Licensed Software (as defined below). Capitalized terms used herein are
7** 7defined in Section 1.
8** $QT_BEGIN_LICENSE:COMM$ 8
9** 9WHEREAS:
10** Commercial License Usage 10
11** Licensees holding valid commercial Qt licenses may use this file in 11(A). Licensee wishes to use the Licensed Software for the purpose of developing
12** accordance with the commercial license agreement provided with the 12and distributing Applications and/or Devices; and
13** Software or, alternatively, in accordance with the terms contained in 13
14** a written agreement between you and The Qt Company. For licensing terms 14(B). The Qt Company is willing to grant the Licensee a right to use Licensed
15** and conditions see http://www.qt.io/terms-conditions. For further 15Software for such purpose pursuant to term and conditions of this Agreement.
16** information use the contact form at http://www.qt.io/contact-us. 16
17** 17NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:
18** $QT_END_LICENSE$ 18
19** 191. DEFINITIONS
20******************************************************************************/ 20
21"Affiliate" of a Party shall mean an entity (i) which is directly or indirectly
22controlling such Party; (ii) which is under the same direct or indirect
23ownership or control as such Party; or (iii) which is directly or indirectly
24owned or controlled by such Party. For these purposes, an entity shall be
25treated as being controlled by another if that other entity has fifty percent
26(50 %) or more of the votes in such entity, is able to direct its affairs
27and/or to control the composition of its board of directors or equivalent body.
28
29"Applications" shall mean Licensee's software products created using the
30Licensed Software, which may include the Redistributables, or part
31thereof.
32
33"Contractor(s)" shall mean third party consultants, distributors and
34contractors performing services to a Party under applicable contractual
35arrangement.
36
37"Customer(s)" shall mean Licensee's end users to whom Licensee, directly or
38indirectly, distributes copies of the Redistributables.
39
40"Deployment Platforms" shall mean operating systems specified in the License
41Certificate, in which the Redistributables can be distributed pursuant to the
42terms and conditions of this Agreement.
43
44"Designated User(s)" shall mean the employee(s) of Licensee or Licensee's
45Affiliates acting within the scope of their employment or Licensee's
46Contractors acting within the scope of their services for Licensee and on
47behalf of Licensee. Designated Users shall be named in the License Certificate.
48
49"Development License" shall mean the license needed by the Licensee for each
50Designated User to use the Licensed Software under the license grant described
51in Section 3.1 of this Agreement.
52
53"Development Platforms" shall mean those operating systems specified in the
54License Certificate, in which the Licensed Software can be used under the
55Development License, but not distributed in any form or used for any other
56purpose.
57
58"Devices" shall mean hardware devices or products that 1) are manufactured
59and/or distributed by the Licensee or its Affiliates or Contractors, and
60(2)(i) incorporate or integrate the Redistributables or parts thereof; or (ii)
61do not incorporate or integrate the Redistributables at the time of
62distribution, but where, when used by a Customer, the main user interface or
63substantial functionality of such device is provided by Application(s) or
64otherwise depends on the Licensed Software.
65
66"Distribution License(s)" shall mean the license required for distribution of
67Redistributables in connection with Devices pursuant to license grant described
68in Section 3.3 of this Agreement.
69
70"Distribution License Packs" shall mean set of prepaid Distribution Licenses
71for distribution of Redistributables, as defined in The Qt Company's standard
72price list, quote, Purchase Order confirmation or in an appendix hereto,
73as the case may be.
74
75"Intellectual Property Rights" shall mean patents (including utility models),
76design patents, and designs (whether or not capable of registration), chip
77topography rights and other like protection, copyrights, trademarks, service
78marks, trade names, logos or other words or symbols and any other form of
79statutory protection of any kind and applications for any of the foregoing as
80well as any trade secrets.
81
82"License Certificate" shall mean a certificate generated by The Qt Company for
83each Designated User respectively upon them downloading the licensed Software.
84License Certificate will be available under respective Designated User's Qt
85Account at account.qt.io and it will specify the Designated User, the
86Development Platforms, Deployment Platforms and the License Term. The terms of
87the License Certificate are considered part of this Agreement and shall be
88updated from time to time to reflect any agreed changes to the foregoing terms
89relating to Designated User's rights to the Licensed Software.
90
91"License Fee" shall mean the fee charged to the Licensee for rights granted
92under the terms of this Agreement.
93
94"License Term" shall mean the agreed validity period of the Development
95License of the respective Designated User, during which time the
96Designated User is entitled to use the Licensed Software, as set forth in the
97respective License Certificate.
98
99"Licensed Software" shall mean all versions of the
100
101(i) Qt Toolkit (including Qt Essentials, Qt Add-Ons and Value-Add modules) as
102described in http://doc.qt.io/qt-5/qtmodules.html,
103
104(ii) Qt Creator (including Creator IDE tool) as described in
105http://doc.qt.io/qtcreator/index.html,
106
107(iii) Qt 3D Studio as described in http://doc.qt.io/qt3dstudio/index.html, and
108
109as well as corresponding online or electronic documentation, associated media
110and printed materials, including the source code, example programs and the
111documentation, licensed to the Licensee under this Agreement. Licensed Software
112does not include Third Party Software (as defined in Section 4), Open Source
113Qt, or other software products of The Qt Company (for example Qt Safe Renderer
114and Qt for Automation), unless such other software products of The Qt Company
115are separately agreed in writing to be included in scope of the Licensed
116Software.
117
118"Licensee" shall mean the individual or legal entity that is party to this
119Agreement, as identified on the signature page hereof.
120
121"Licensee's Records" shall mean books and records that are likely to contain
122information bearing on Licensee's compliance with this Agreement or the
123payments due to The Qt Company under this Agreement, including, but not limited
124to: assembly logs, sales records and distribution records.
125
126"Modified Software" shall have the meaning as set forth in Section 2.3.
127
128"Online Services" shall mean any services or access to systems made available
129by The Qt Company to the Licensee over the Internet relating to the Licensed
130Software or for the purpose of use by the Licensee of the Licensed Software or
131Support. Use of any such Online Services is discretionary for the Licensee and
132some of them may be subject to additional fees.
133
134"Open Source Qt" shall mean the non-commercial Qt computer software products,
135licensed under the terms of the GNU Lesser General Public License, version
1362.1 or later ("LGPL") or the GNU General Public License, version 2.0 or later
137("GPL"). For clarity, Open Source Qt shall not be provided nor governed under
138this Agreement.
139
140"Party" or "Parties" shall mean Licensee and/or The Qt Company.
141
142"Redistributables" shall mean the portions of the Licensed Software set forth
143in Appendix 1, Section 1 that may be distributed pursuant to the terms of this
144Agreement in object code form only, including any relevant documentation.
145Where relevant, any reference to Licensed Software in this Agreement shall
146include and refer also to Redistributables.
147
148"Renewal Term" shall mean an extension of previous License Term as agreed
149between the Parties.
150
151"Submitted Modified Software" shall have the meaning as set forth in
152Section 2.3.
153
154"Support" shall mean standard developer support that is provided by The Qt
155Company to assist Designated Users in using the Licensed Software in
156accordance with The Qt Company's standard support terms and as further
157defined in Section 8 hereunder.
158
159"Taxes" shall have the meaning set forth in Section 10.5.
160
161"Term" shall have the meaning set forth in Section 12.
162
163"The Qt Company" shall mean:
164
165(i) in the event Licensee is an individual residing in the United States or a
166legal entity incorporated in the United States or having its headquarters in
167the United States, The Qt Company Inc., a Delaware corporation with its office
168at 2350 Mission College Blvd., Suite 1020, Santa Clara, CA 95054, USA.; or
169
170(ii) in the event the Licensee is an individual residing outside of the United
171States or a legal entity incorporated outside of the United States or having
172its registered office outside of the United States, The Qt Company Ltd., a
173Finnish company with its registered office at Bertel Jungin aukio D3A, 02600
174Espoo, Finland.
175
176"Third Party Software " shall have the meaning set forth in Section 4.
177
178"Updates" shall mean a release or version of the Licensed Software containing
179bug fixes, error corrections and other changes that are generally made
180available to users of the Licensed Software that have contracted for Support.
181Updates are generally depicted as a change to the digits following the decimal
182in the Licensed Software version number. The Qt Company shall make Updates
183available to the Licensee under the Support. Updates shall be considered as
184part of the Licensed Software hereunder.
185
186"Upgrades" shall mean a release or version of the Licensed Software containing
187enhancements and new features and are generally depicted as a change to the
188first digit of the Licensed Software version number. In the event Upgrades are
189provided to the Licensee under this Agreement, they shall be considered as
190part of the Licensed Software hereunder.
191
1922. OWNERSHIP
193
1942.1 Ownership of The Qt Company
195
196The Licensed Software is protected by copyright laws and international
197copyright treaties, as well as other intellectual property laws and treaties.
198The Licensed Software is licensed, not sold.
199
200All The Qt Company's Intellectual Property Rights are and shall remain the
201exclusive property of The Qt Company or its licensors respectively.
202
2032.2 Ownership of Licensee
204
205All the Licensee's Intellectual Property Rights are and shall remain the
206exclusive property of the Licensee or its licensors respectively.
207
208All Intellectual Property Rights to the Modified Software, Applications and
209Devices shall remain with the Licensee and no rights thereto shall be granted
210by the Licensee to The Qt Company under this Agreement (except as set forth in
211Section 2.3 below).
212
2132.3 Modified Software
214
215Licensee may create bug-fixes, error corrections, patches or modifications to
216the Licensed Software ("Modified Software"). Such Modified Software may break
217the source or binary compatibility with the Licensed Software (including
218without limitation through changing the application programming interfaces
219("API") or by adding, changing or deleting any variable, method, or class
220signature in the Licensed Software and/or any inter-process protocols, services
221or standards in the Licensed Software libraries). To the extent that Licensee's
222Modified Software so breaks source or binary compatibility with the Licensed
223Software, Licensee acknowledges that The Qt Company's ability to provide
224Support may be prevented or limited and Licensee's ability to make use of
225Updates may be restricted.
226
227Licensee may, at its sole and absolute discretion, choose to submit Modified
228Software to The Qt Company ("Submitted Modified Software") in connection with
229Licensee's Support request, service request or otherwise. In the event Licensee
230does so, then, Licensee hereby grants The Qt Company a sublicensable,
231assignable, irrevocable, perpetual, worldwide, non-exclusive, royalty-free and
232fully paid-up license, under all of Licensee's Intellectual Property Rights, to
233reproduce, adapt, translate, modify, and prepare derivative works of, publicly
234display, publicly perform, sublicense, make available and distribute such
235Submitted Modified Software as The Qt Company sees fit at its free and absolute
236discretion.
237
2383. LICENSES GRANTED
239
2403.1 Development with Licensed Software
241
242Subject to the terms of this Agreement, The Qt Company grants to Licensee a
243personal, worldwide, non-exclusive, non-transferable license, valid for the
244License Term, to use, modify and copy the Licensed Software by Designated Users
245on the Development Platforms for the sole purposes of designing, developing,
246demonstrating and testing Application(s) and/or Devices, and to provide thereto
247related support and other related services to end-user Customers.
248
249Licensee may install copies of the Licensed Software on an unlimited number of
250computers provided that (i) only the Designated Users may use the Licensed
251Software, and (ii) all Designated Users must have a valid Development License
252to use Licensed Software.
253
254Licensee may at any time designate another Designated User to replace a then-
255current Designated User by notifying The Qt Company in writing, provided that
256any Designated User may be replaced only once during any six-month period.
257
258Upon expiry of the initially agreed License Term, the respective License Terms
259shall be automatically extended to one or more Renewal Term(s), unless and
260until either Party notifies the other Party in writing that it does not wish to
261continue the License Term, such notification to be provided to the other Party
262no less than ninety (90) days before expiry of the respective License Term.
263Unless otherwise agreed between the Parties, Renewal Term shall be of equal
264length with the initial Term.
265
266Any such Renewal Term shall be subject to License Fees agreed between the
267Parties or, if no advance agreement exists, subject to The Qt Company's
268standard pricing applicable at the commencement date of any such Renewal Term.
269
2703.2 Distribution of Applications
271
272Subject to the terms of this Agreement, The Qt Company grants to Licensee a
273personal, worldwide, non-exclusive, non-transferable, revocable (for cause
274pursuant to this Agreement) right and license, valid for the Term, to
275
276(i) distribute, by itself or through its Contractors, Redistributables as
277installed, incorporated or integrated into Applications for execution on the
278Deployment Platforms, and
279
280(ii) grant sublicenses to Redistributables, as distributed hereunder, for
281Customers solely for Customer's internal use and to the extent necessary in
282order for the Customers to use the Applications for their respective intended
283purposes.
284
285Right to distribute the Redistributables as part of an Application as provided
286herein is not royalty-bearing but is conditional upon the Licensee having paid
287the agreed Development Licenses from The Qt Company before distributing any
288Redistributables to Customers.
289
2903.3 Distribution of Devices
291
292Subject to the terms of this Agreement, The Qt Company grants to Licensee a
293personal, worldwide, non-exclusive, non-transferable, revocable (for cause
294pursuant to this Agreement) right and license, valid for the Term, to
295
296(i) distribute, by itself or through one or more tiers of Contractors,
297Redistributables as installed, incorporated or integrated, or intended to be
298installed, incorporated or integrated into Devices for execution on the
299Deployment Platforms, and
300
301(ii) grant sublicenses to Redistributables, as distributed hereunder, for
302Customers solely for Customer's internal use and to the extent necessary in
303order for the Customers to use the Devices for their respective intended
304purposes.
305
306Right to distribute the Redistributables with Devices as provided herein is
307conditional upon the Licensee having purchased and paid the appropriate amount
308of Development and Distribution Licenses from The Qt Company before
309distributing any Redistributables to Customers.
310
3113.4 Further Requirements
312
313The licenses granted above in this Section 3 by The Qt Company to Licensee are
314conditional and subject to Licensee's compliance with the following terms:
315
316(i) Licensee shall not remove or alter any copyright, trademark or other
317proprietary rights notice contained in any portion of the Licensed Software;
318
319(ii) Applications must add primary and substantial functionality to the
320Licensed Software;
321
322(iii) Applications may not pass on functionality which in any way makes it
323possible for others to create software with the Licensed Software; provided
324however that Licensee may use the Licensed Software's scripting and QML ("Qt
325Quick") functionality solely in order to enable scripting, themes and styles
326that augment the functionality and appearance of the Application(s) without
327adding primary and substantial functionality to the Application(s);
328
329(iv) Applications must not compete with the Licensed Software;
330
331(v) Licensee shall not use The Qt Company's or any of its suppliers' names,
332logos, or trademarks to market Applications, except that Licensee may use
333"Built with Qt" logo to indicate that Application(s) was developed using the
334Licensed Software;
335
336(vi) Licensee shall not distribute, sublicense or disclose source code of
337Licensed Software to any third party (provided however that Licensee may
338appoint employee(s) of Contractors as Designated Users to use Licensed
339Software pursuant to this Agreement). Such right may be available for the
340Licensee subject to a separate software development kit ("SDK") license
341agreement to be concluded with The Qt Company;
342
343(vii) Licensee shall not grant the Customers a right to (i) make copies of the
344Redistributables except when and to the extent required to use the Applications
345and/or Devices for their intended purpose, (ii) modify the Redistributables or
346create derivative works thereof, (iii) decompile, disassemble or otherwise
347reverse engineer Redistributables, or (iv) redistribute any copy or portion of
348the Redistributables to any third party, except as part of the onward sale of
349the Device on which the Redistributables are installed;
350
351(viii) Licensee shall not and shall cause that its Affiliates or Contractors
352shall not a) in any way combine, incorporate or integrate Licensed Software
353with, or use Licensed Software for creation of, any software created with or
354incorporating Open Source Qt, or b) incorporate or integrate Applications
355into a hardware device or product other than a Device, unless Licensee has
356received an advance written permission from The Qt Company to do so. Absent
357such written permission, any and all distribution by the Licensee during the
358Term of a hardware device or product a) which incorporate or integrate any
359part of Licensed Software or Open Source Qt; or b) where the main user
360interface or substantial functionality is provided by software build with
361Licensed Software or Open Source Qt or otherwise depends on the Licensed
362Software or Open Source Qt, shall be considered as a Device distribution under
363this Agreement and dependent on compliance thereof (including but not limited
364to obligation to pay applicable License Fees for such distribution);
365
366(ix) Licensee shall cause all of its Affiliates and Contractors entitled to
367make use of the licenses granted under this Agreement, to be contractually
368bound to comply with the relevant terms of this Agreement and not to use the
369Licensed Software beyond the terms hereof and for any purposes other than
370operating within the scope of their services for Licensee. Licensee shall be
371responsible for any and all actions and omissions of its Affiliates and
372Contractors relating to the Licensed Software and use thereof (including but
373not limited to payment of all applicable License Fees);
374
375(x) Except when and to the extent explicitly provided in this Section 3,
376Licensee shall not transfer, publish, disclose, display or otherwise make
377available the Licensed Software;
378
379; and
380
381(xi) Licensee shall not attempt or enlist a third party to conduct or attempt
382to conduct any of the above.
383
384Above terms shall not be applicable if and to the extent they conflict with any
385mandatory provisions of any applicable laws.
386
387Any use of Licensed Software beyond the provisions of this Agreement is
388strictly prohibited and requires an additional license from The Qt Company.
389
3904. THIRD PARTY SOFTWARE
391
392The Licensed Software may provide links to third party libraries or code
393(collectively "Third Party Software") to implement various functions. Third
394Party Software does not comprise part of the Licensed Software. In some cases,
395access to Third Party Software may be included in the Licensed Software. Such
396Third Party Software will be listed in the ".../src/3rdparty" source tree
397delivered with the Licensed Software or documented in the Licensed Software, as
398such may be amended from time to time. Licensee acknowledges that use or
399distribution of Third Party Software is in all respects subject to applicable
400license terms of applicable third party right holders.
401
4025. PRE-RELEASE CODE
403
404The Licensed Software may contain pre-release code and functionality marked or
405otherwise stated as "Technology Preview", "Alpha", "Beta" or similar
406designation. Such pre-release code may be present in order to provide
407experimental support for new platforms or preliminary versions of one or more
408new functionalities. The pre-release code may not be at the level of
409performance and compatibility of a final, generally available, product
410offering of the Licensed Software. The pre-release parts of the Licensed
411Software may not operate correctly, may contain errors and may be substantially
412modified by The Qt Company prior to the first commercial product release, if
413any. The Qt Company is under no obligation to make pre-release code
414commercially available, or provide any Support or Updates relating thereto. The
415Qt Company assumes no liability whatsoever regarding any pre-release code, but
416any use thereof is exclusively at Licensee's own risk and expense.
417
4186. LIMITED WARRANTY AND WARRANTY DISCLAIMER
419
420The Qt Company hereby represents and warrants that it has the power and
421authority to grant the rights and licenses granted to Licensee under this
422Agreement.
423
424Except as set forth above, the Licensed Software is licensed to Licensee
425"as is" and Licensee's exclusive remedy and The Qt Company's entire liability
426for errors in the Licensed Software shall be limited, at The Qt Company's
427option, to correction of the error, replacement of the Licensed Software or
428return of the applicable fees paid for the defective Licensed Software for the
429time period during which the License is not able to utilize the Licensed
430Software under the terms of this Agreement.
431
432TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE QT COMPANY ON BEHALF OF
433ITSELF AND ITS LICENSORS, SUPPLIERS AND AFFILIATES, DISCLAIMS ALL OTHER
434WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED
435WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-
436INFRINGEMENT WITH REGARD TO THE LICENSED SOFTWARE. THE QT COMPANY DOES NOT
437WARRANT THAT THE LICENSED SOFTWARE WILL SATISFY LICENSEE'S REQUIREMENTS OR THAT
438IT WILL OPERATE WITHOUT DEFECT OR ERROR OR THAT THE OPERATION THEREOF WILL BE
439UNINTERRUPTED. ALL USE OF AND RELIANCE ON THE LICENSED SOFTWARE IS AT THE SOLE
440RISK OF AND RESPONSIBILITY OF LICENSEE.
441
4427. INDEMNIFICATION AND LIMITATION OF LIABILITY
443
4447.1 Limitation of Liability
445
446EXCEPT FOR (I) CASES OF GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, AND (II)
447BREACH OF CONFIDENTIALITY, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO
448EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOSS OF PROFIT,
449LOSS OF DATA, LOSS OF BUSINESS OR GOODWILL OR ANY OTHER INDIRECT, SPECIAL,
450CONSEQUENTIAL, INCIDENTAL OR PUNITIVE COST, DAMAGES OR EXPENSE OF ANY KIND,
451HOWSOEVER ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT. PARTIES
452SPECIFICALLY AGREE THAT LICENSEE'S OBLIGATION TO PAY LICENSE AND OTHER FEES
453CORRESPONDING TO ACTUAL USAGE OF LICENSED SOFTWARE HEREUNDER SHALL BE
454CONSIDERED AS A DIRECT DAMAGE.
455
456EXCEPT FOR (I) CASES OF GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, AND (II)
457BREACH OF CONFIDENTIALITY, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN
458NO EVENT SHALL EITHER PARTY'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT
459EXCEED THE AGGREGATE LICENSE FEES PAID OR PAYABLE TO THE QT COMPANY FROM
460LICENSEE DURING THE PERIOD OF TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE
461EVENT RESULTING IN SUCH LIABILITY.
462
463THE PROVISIONS OF THIS SECTION 7 ALLOCATE THE RISKS UNDER THIS AGREEMENT
464BETWEEN THE QT COMPANY AND LICENSEE AND THE PARTIES HAVE RELIED UPON THE
465LIMITATIONS SET FORTH HEREIN IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT.
466
4677.2 Licensee's Indemnification
468
469Licensee shall indemnify and hold harmless The Qt Company from and against any
470claim, injury, judgment, settlement, loss or expense, including attorneys' fees
471related to: (a) Licensee's misrepresentation in connection with The Qt Company
472or the Licensed Software or breach of this Agreement, (b) the Application or
473Device (except where such cause of liability is solely attributable to the
474Licensed Software).
475
4768. SUPPORT, UPDATES AND ONLINE SERVICES
477
478Upon due payment of the agreed License Fees the Licensee will be eligible to
479receive Support and Updates and to use the Online Services during the License
480Term, provided, however, that in the event the License Term is longer than 36
481months, Support is provided only for the first 12 months, unless the Parties
482specifically otherwise agree.
483
484Unless otherwise decided by The Company at its free and absolute discretion,
485Upgrades will not be included in the Support but may be available subject to
486additional fees.
487
488From time to time The Qt Company may change the Support terms, provided that
489during the respective ongoing License Term the level of Support provided by The
490Qt Company may not be reduced without the consent of the Licensee.
491
492Unless otherwise agreed, The Qt Company shall not be responsible for providing
493any service or support to Customers.
494
4959. CONFIDENTIALITY
496
497Each Party acknowledges that during the Term of this Agreement each Party may
498receive information about the other Party's business, business methods,
499business plans, customers, business relations, technology, and other
500information, including the terms of this Agreement, that is confidential and
501of great value to the other Party, and the value of which would be
502significantly reduced if disclosed to third parties ("Confidential
503Information"). Accordingly, when a Party (the "Receiving Party") receives
504Confidential Information from the other Party (the "Disclosing Party"), the
505Receiving Party shall only disclose such information to employees and
506Contractors on a need to know basis, and shall cause its employees and
507employees of its Affiliates to: (i) maintain any and all Confidential
508Information in confidence; (ii) not disclose the Confidential Information to a
509third party without the Disclosing Party's prior written approval; and (iii)
510not, directly or indirectly, use the Confidential Information for any purpose
511other than for exercising its rights and fulfilling its responsibilities
512pursuant to this Agreement. Each Party shall take reasonable measures to
513protect the Confidential Information of the other Party, which measures shall
514not be less than the measures taken by such Party to protect its own
515confidential and proprietary information.
516
517Obligation of confidentiality shall not apply to information that (i) is or
518becomes generally known to the public through no act or omission of the
519Receiving Party; (ii) was in the Receiving Party's lawful possession prior to
520the disclosure hereunder and was not subject to limitations on disclosure or
521use; (iii) is developed independently by employees or Contractors of the
522Receiving Party or other persons working for the Receiving Party who have not
523had access to the Confidential Information of the Disclosing Party, as proven
524by the written records of the Receiving Party; (iv) is lawfully disclosed to
525the Receiving Party without restrictions, by a third party not under an
526obligation of confidentiality; or (v) the Receiving Party is legally compelled
527to disclose, in which case the Receiving Party shall notify the Disclosing
528Party of such compelled disclosure and assert the privileged and confidential
529nature of the information and cooperate fully with the Disclosing Party to
530limit the scope of disclosure and the dissemination of disclosed Confidential
531Information to the minimum extent necessary.
532
533The obligations under this Section 9 shall continue to remain in force for a
534period of five (5) years after the last disclosure, and, with respect to trade
535secrets, for so long as such trade secrets are protected under applicable trade
536secret laws.
537
53810. FEES, DELIVERY AND PAYMENT
539
54010.1 License Fees
541
542License Fees are described in The Qt Company's standard price list, quote or
543Purchase Order confirmation or in an appendix hereto, as the case may be.
544
545The License Fees shall not be refunded or claimed as a credit in any event or
546for any reason whatsoever.
547
54810.2 Ordering Licenses
549
550Licensee may purchase Development Licenses and Distribution Licenses pursuant
551to agreed pricing terms or, if no specific pricing terms have been agreed upon,
552at The Qt Company's standard pricing terms applicable at the time of purchase.
553
554Licensee shall submit all purchase orders for Development Licenses and
555Distribution Licenses to The Qt Company by email or any other method acceptable
556to The Qt Company (each such order is referred to herein as a "Purchase Order")
557for confirmation, whereupon the Purchase Order shall become binding between the
558Parties.
559
56010.3 Distribution License Packs
561
562Unless otherwise agreed, Distribution Licenses shall be purchased by way of
563Distribution License Packs.
564
565Upon due payment of the ordered Distribution License Pack(s), the Licensee will
566have an account of Distribution Licenses available for installing, bundling or
567integrating (all jointly "installing") the Redistributables with the Devices or
568for otherwise distributing the Redistributables in accordance with this
569Agreement.
570
571Each time Licensee "installs" or distributes a copy of Redistributables, then
572one Distribution License is used, and Licensee's account of available
573Distribution Licenses is decreased accordingly.
574
575Licensee may "install" copies of the Redistributables so long as Licensee has
576Distribution Licenses remaining on its account.
577
578Redistributables will be deemed to have been "installed" into a Device when one
579of the following circumstances shall have occurred: a) the Redistributables
580have been loaded onto the Device and used outside of the Licensee's premises or
581b) the Device has been fully tested and placed into Licensee's inventory
582(or sold) for the first time (i.e., Licensee will not be required to use
583(or pay for) more than one Distribution License for each individual Device,
584e.g. in a situation where a Device is returned to Licensee's inventory after
585delivery to a distributor or sale to a Customer). In addition, if Licensee
586includes a back-up copy of the Redistributables on a CD-ROM or other storage
587medium along with the product, that backup copy of the Redistributables will
588not be deemed to have been "installed" and will not require an additional
589Distribution License.
590
59110.4 Payment Terms
592
593License Fees and any other charges under this Agreement shall be paid by
594Licensee no later than thirty (30) days from the date of the applicable invoice
595from The Qt Company.
596
597The Qt Company will submit an invoice to Licensee after the date of this
598Agreement and/or after The Qt Company receives a Purchase Order from
599Licensee.
600
601A late payment charge of the lower of (a) one percent per month; or (b) the
602interest rate stipulated by applicable law, shall be charged on any unpaid
603balances that remain past due.
604
605The Qt Company shall have the right to suspend, terminate or withhold grants
606of all rights to the Licensed Software hereunder, including but not limited to
607the Developer License, Distribution License, and Support, should Licensee fail
608to make payment in timely fashion.
609
61010.5 Taxes
611
612All License Fees and other charges payable hereunder are gross amounts but
613exclusive of any value added tax, use tax, sales tax and other taxes, duties or
614tariffs ("Taxes"). Such applicable Taxes shall be paid by Licensee, or, where
615applicable, in lieu of payment of such Taxes, Licensee shall provide an
616exemption certificate to The Qt Company and any applicable authority.
617
61811 RECORD-KEEPING AND REPORTING OBLIGATIONS; AUDIT RIGHTS
619
62011.1 Licensee's Record-keeping
621
622Licensee shall at all times maintain accurate and up-to-date written records of
623Licensee's activities related to the use of Licensed Software and distribution
624of Redistributables. The records shall be adequate to determine Licensee's
625compliance with the provisions of this Agreement and to demonstrate the number
626of Designated Users and Redistributables distributed by Licensee. The records
627shall conform to good accounting practices reasonably acceptable to The Qt
628Company.
629
630Licensee shall, within thirty (30) days from receiving The Qt Company's request
631to that effect, deliver to The Qt Company a report on Licensee's usage of
632Licensed Software, such report to copies of Redistributables distributed by
633Licensee during that calendar quarter, and also detailing the number of
634undistributed copies of Redistributables made by Licensee and remaining in its
635account contain information, in sufficient detail, on (i) amount of users
636working with Licensed Software, (ii) copies of Redistributables distributed by
637Licensee during that calendar quarter, (iii) number of undistributed copies of
638Redistributables and corresponding number of unused Distribution Licenses
639remaining on Licensee's account, and (iv) any other information as The Qt
640Company may reasonably require from time to time.
641
64211.2. The Qt Company's Audit Rights
643
644The Qt Company or an independent auditor acting on behalf of The Qt Company's,
645may, upon at least five (5) business days' prior written notice and at its
646expense, audit Licensee with respect to the use of the Redistributables, but
647not more frequently than once during each 6-month period. Such audit may be
648conducted by mail, electronic means or through an in-person visit to Licensee's
649place of business. Any such in-person audit shall be conducted during regular
650business hours at Licensee's facilities and shall not unreasonably interfere
651with Licensee's business activities. The Qt Company or the independent auditor
652acting on behalf of The Qt Company shall be entitled to inspect Licensee's
653Records. All such Licensee's Records and use thereof shall be subject to an
654obligation of confidentiality under this Agreement.
655
656If an audit reveals that Licensee is using the Licensed Software beyond scope
657of the licenses Licensee has paid for, Licensee agrees to immediately pay The
658Qt Company any amounts owed for such unauthorized use.
659
660In addition, in the event the audit reveals a material violation of the terms
661of this Agreement (underpayment of more than 5% of License Fees shall always be
662deemed a material violation for purposes of this section), then the Licensee
663shall pay The Qt Company's reasonable cost of conducting such audit.
664
66512 TERM AND TERMINATION
666
66712.1 Term
668
669This Agreement shall enter into force upon due acceptance by both Parties and
670remain in force for as long as there is any Development License(s) in force
671("Term"), unless and until terminated pursuant to the terms of this Section 12.
672
67312.2 Termination by The Qt Company
674
675The Qt Company shall have the right to terminate this Agreement upon thirty
676(30) days prior written notice if the Licensee is in material breach of any
677obligation of this Agreement and fails to remedy such breach within such notice
678period.
679
68012.3 Mutual Right to Terminate
681
682Either Party shall have the right to terminate this Agreement immediately upon
683written notice in the event that the other Party becomes insolvent, files for
684any form of bankruptcy, makes any assignment for the benefit of creditors, has
685a receiver, administrative receiver or officer appointed over the whole or a
686substantial part of its assets, ceases to conduct business, or an act
687equivalent to any of the above occurs under the laws of the jurisdiction of the
688other Party.
689
69012.4 Parties' Rights and Duties upon Termination
691
692Upon expiry or termination of the Agreement Licensee shall cease and shall
693cause all Designated Users (including those of its Affiliates' and
694Contractors') to cease using the Licensed Software and distribution of the
695Redistributables under this Agreement.
696
697Notwithstanding the above, in the event the Agreement expires or is terminated:
698
699(i) as a result of The Qt Company choosing not to renew the Development
700License(s) as set forth in Section 3.1, then all valid licenses possessed by
701the Licensee at such date shall be extended to be valid in perpetuity under the
702terms of this Agreement and Licensee is entitled to purchase additional
703licenses as set forth in Section 10.2; or
704
705(ii) for reason other than by The Qt Company pursuant to item (i) above or
706pursuant to Section 12.2, then the Licensee is entitled, for a period of six
707(6) months after the effective date of termination, to continue distribution of
708Devices under the Distribution Licenses paid but unused at such effective date
709of termination.
710
711Upon any such termination the Licensee shall destroy or return to The Qt
712Company all copies of the Licensed Software and all related materials and will
713certify the same to The Qt Company upon its request, provided however that
714Licensee may retain and exploit such copies of the Licensed Software as it may
715reasonably require in providing continued support to Customers.
716
717Expiry or termination of this Agreement for any reason whatsoever shall not
718relieve Licensee of its obligation to pay any License Fees accrued or payable
719to The Qt Company prior to the effective date of termination, and Licensee
720shall immediately pay to The Qt Company all such fees upon the effective date
721of termination. Termination of this Agreement shall not affect any rights of
722Customers to continue use of Applications and Devices (and therein incorporated
723Redistributables).
724
72512.5 Extension in case of bankruptcy
726
727In the event The Qt Company is declared bankrupt under a final, non-cancellable
728decision by relevant court of law, and this Agreement is not, at the date of
729expiry of the Development License(s) pursuant to Section 3.1, assigned to
730party, who has assumed The Qt Company's position as a legitimate licensor of
731Licensed Software under this Agreement, then all valid licenses possessed by
732the Licensee at such date of expiry, and which the Licensee has not notified
733for expiry, shall be extended to be valid in perpetuity under the terms of
734this Agreement.
735
73613. GOVERNING LAW AND LEGAL VENUE
737
738In the event this Agreement is in the name of The Qt Company Inc., a Delaware
739Corporation, then:
740
741(i) this Agreement shall be construed and interpreted in accordance with the
742laws of the State of California, USA, excluding its choice of law provisions;
743
744(ii) the United Nations Convention on Contracts for the International Sale of
745Goods will not apply to this Agreement; and
746
747(iii) any dispute, claim or controversy arising out of or relating to this
748Agreement or the breach, termination, enforcement, interpretation or validity
749thereof, including the determination of the scope or applicability of this
750Agreement to arbitrate, shall be determined by arbitration in San Francisco,
751USA, before one arbitrator. The arbitration shall be administered by JAMS
752pursuant to JAMS' Streamlined Arbitration Rules and Procedures. Judgment on the
753Award may be entered in any court having jurisdiction. This Section shall not
754preclude parties from seeking provisional remedies in aid of arbitration from a
755court of appropriate jurisdiction.
756
757In the event this Agreement is in the name of The Qt Company Ltd., a Finnish
758Company, then:
759
760(i) this Agreement shall be construed and interpreted in accordance with the
761laws of Finland, excluding its choice of law provisions;
762
763(ii) the United Nations Convention on Contracts for the International Sale of
764Goods will not apply to this Agreement; and
765
766(iii) any disputes, controversy or claim arising out of or relating to this
767Agreement, or the breach, termination or validity thereof shall be shall be
768finally settled by arbitration in accordance with the Arbitration Rules of
769Finland Chamber of Commerce. The arbitration tribunal shall consist of one (1),
770or if either Party so requires, of three (3), arbitrators. The award shall be
771final and binding and enforceable in any court of competent jurisdiction. The
772arbitration shall be held in Helsinki, Finland and the process shall be
773conducted in the English language. This Section shall not preclude parties from
774seeking provisional remedies in aid of arbitration from a court of appropriate
775jurisdiction.
776
77714. GENERAL PROVISIONS
778
77914.1 No Assignment
780
781Except in the case of a merger or sale of substantially all of its corporate
782assets, Licensee shall not be entitled to assign or transfer all or any of its
783rights, benefits and obligations under this Agreement without the prior written
784consent of The Qt Company, which shall not be unreasonably withheld or delayed.
785The Qt Company shall be entitled to freely assign or transfer any of its
786rights, benefits or obligations under this Agreement.
787
78814.2 No Third Party Representations
789
790Licensee shall make no representations or warranties concerning the Licensed
791Software on behalf of The Qt Company. Any representation or warranty Licensee
792makes or purports to make on The Qt Company's behalf shall be void as to The
793Qt Company.
794
79514.3 Surviving Sections
796
797Any terms and conditions that by their nature or otherwise reasonably should
798survive termination of this Agreement shall so be deemed to survive.
799
80014.4 Entire Agreement
801
802This Agreement, the exhibits hereto, the License Certificate and any applicable
803Purchase Order constitute the complete agreement between the Parties and
804supersedes all prior or contemporaneous discussions, representations, and
805proposals, written or oral, with respect to the subject matters discussed
806herein.
807
808In the event of any conflict or inconsistency between this Agreement and any
809Purchase Order, the terms of this Agreement will prevail over the terms of the
810Purchase Order with respect to such conflict or inconsistency.
811
812Parties specifically acknowledge and agree that this Agreement prevails over
813any click-to-accept or similar agreements the Designated Users may need to
814accept online upon download of the Licensed Software, as may be required by
815The Qt Company's applicable processes relating to Licensed Software.
816
81714.5 Modifications
818
819No modification of this Agreement shall be effective unless contained in a
820writing executed by an authorized representative of each Party. No term or
821condition contained in Licensee's Purchase Order shall apply unless expressly
822accepted by The Qt Company in writing.
823
82414.6 Force Majeure
825
826Except for the payment obligations hereunder, neither Party shall be liable to
827the other for any delay or non-performance of its obligations hereunder in the
828event and to the extent that such delay or non-performance is due to an event
829of act of God, terrorist attack or other similar unforeseeable catastrophic
830event that prevents either Party for fulfilling its obligations under this
831Agreement and which such Party cannot avoid or circumvent ("Force Majeure
832Event"). If the Force Majeure Event results in a delay or non-performance of a
833Party for a period of three (3) months or longer, then either Party shall have
834the right to terminate this Agreement with immediate effect without any
835liability (except for the obligations of payment arising prior to the event of
836Force Majeure) towards the other Party.
837
83814.7 Notices
839
840Any notice given by one Party to the other shall be deemed properly given and
841deemed received if specifically acknowledged by the receiving Party in writing
842or when successfully delivered to the recipient by hand, fax, or special
843courier during normal business hours on a business day to the addresses
844specified for each Party on the signature page. Each communication and document
845made or delivered by one Party to the other Party pursuant to this Agreement
846shall be in the English language.
847
84814.8 Export Control
849
850Licensee acknowledges that the Redistributables may be subject to export
851control restrictions under the applicable laws of respective countries.
852Licensee shall fully comply with all applicable export license restrictions
853and requirements as well as with all laws and regulations relating to the
854Redistributables and exercise of licenses hereunder and shall procure all
855necessary governmental authorizations, including without limitation, all
856necessary licenses, approvals, permissions or consents, where necessary for the
857re-exportation of the Redistributables, Applications and/or Devices.
858
85914.9 No Implied License
860
861There are no implied licenses or other implied rights granted under this
862Agreement, and all rights, save for those expressly granted hereunder, shall
863remain with The Qt Company and its licensors. In addition, no licenses or
864immunities are granted to the combination of the Licensed Software with any
865other software or hardware not delivered by The Qt Company under this Agreement.
866
86714.10 Attorney Fees
868
869The prevailing Party in any action to enforce this Agreement shall be entitled
870to recover its attorney's fees and costs in connection with such action.
871
87214.11 Severability
873
874If any provision of this Agreement shall be adjudged by any court of competent
875jurisdiction to be unenforceable or invalid, that provision shall be limited or
876eliminated to the minimum extent necessary so that this Agreement shall
877otherwise remain in full force and effect and enforceable.
878
879
880IN WITNESS WHEREOF, the Parties hereto, intending to be legally bound hereby,
881have caused this Agreement to be executed by Licensee's authorized
882representative installing the Licensed Software and accepting the terms
883hereof in connection therewith.
884
885
886Appendix 1
887
8881. Parts of the Licensed Software that are permitted for distribution in
889object code form only ("Redistributables") under this Agreement:
890
891- The Licensed Software's Qt Essentials and Qt Add-on libraries
892- The Licensed Software's configuration tool ("qtconfig")
893- The Licensed Software's help tool ("Qt Assistant")
894- The Licensed Software's internationalization tools ("Qt Linguist", "lupdate",
895 "lrelease")
896- The Licensed Software's QML ("Qt Quick") launcher tool ("qmlscene" or
897 "qmlviewer")
898- The Licensed Software's installer framework
899
9002. Parts of the Licensed Software that are not permitted for distribution
901include, but are not limited to:
902
903- The Licensed Software's source code and header files
904- The Licensed Software's documentation
905- The Licensed Software's documentation generation tool ("qdoc")
906- The Licensed Software's tool for writing makefiles ("qmake")
907- The Licensed Software's Meta Object Compiler ("moc")
908- The Licensed Software's User Interface Compiler ("uic")
909- The Licensed Software's Resource Compiler ("rcc")
910- The Licensed Software's parts of the IDE tool ("Qt Creator")
911- The Licensed Software's parts of the Design tools ("Qt 3D Studio" or
912 "Qt Quick Designer")
913- The Licensed Software's Emulator