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Update Qt enterprise license agreement file to version 4.2 Change-Id: I4c42f92bda472aad5b0a0ebb92c6a982f1f64714 Reviewed-by: Akseli Salovaara <akseli.salovaara@qt.io>
2019-11-18 07:24:33 +00:00
QT LICENSE AGREEMENT Agreement version 4.2
This Qt License Agreement (“Agreement”) is a legal agreement for the licensing
of Licensed Software (as defined below) between The Qt Company (as defined
below) and the Licensee who has accepted the terms of this Agreement by
downloading or using the Licensed Software and/or as defined herein:
Capitalized terms used herein are defined in Section 1.
WHEREAS:
(A) Licensee wishes to use the Licensed Software for the purpose of
developing and distributing Applications and/or Devices (each as
defined below); and
(B) The Qt Company is willing to grant the Licensee a right to use
Licensed Software for such a purpose pursuant to term and conditions
of this Agreement.
NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:
1. DEFINITIONS
“Affiliate” of a Party shall mean an entity (i) which is directly
or indirectly controlling such Party; (ii) which is under the same direct or
indirect ownership or control as such Party; or (iii) which is directly or
indirectly owned or controlled by such Party. For these purposes, an entity
shall be treated as being controlled by another if that other entity has fifty
percent (50 %) or more of the votes in such entity, is able to direct its
affairs and/or to control the composition of its board of directors or
equivalent body.
“Add-on Products” shall mean The Qt Company’s specific add-on software products
(for example Qt Safe Renderer, Qt for Automation, Qt Application Manager), which
are not licensed as part of The Qt Company’s standard offering, but shall be
included into the scope of Licensed Software only if so specifically agreed
between the Parties.
“Applications” shall mean Licensee's software products created using the
Licensed Software, which may include the Redistributables, or part thereof.
“Contractor(s)” shall mean third party consultants, distributors and contractors
performing services to the Licensee under applicable contractual arrangement.
“Customer(s)” shall mean Licensee’s end users to whom Licensee, directly or
indirectly, distributes copies of the Redistributables.
“Data Protection Legislation” shall mean the General Data Protection Regulation
(EU 2016/679) (GDPR) and any national implementing laws, regulations and
secondary legislation, as may be amended or updated from time to time, as well
as any other data protection laws or regulations applicable in relevant
territory.
“Deployment Platforms” shall mean operating systems specified in the License
Certificate, on which the Redistributables can be distributed pursuant to the
terms and conditions of this Agreement.
“Designated User(s)” shall mean the employee(s) of Licensee or Licensee’s
Affiliates acting within the scope of their employment or Licensee's Contractors
acting within the scope of their services for Licensee and on behalf of
Licensee. Designated Users shall be named in the License Certificate.
“Development License” shall mean the license needed by the Licensee for each
Designated User to use the Licensed Software under the license grant described
in Section 3.1 of this Agreement. Development Licenses are available separately
for Qt for Application Development and Qt for Device Creation products, each
product having its designated scope and purpose of use. Distribution Licenses
are always connected to Qt for Device Creation product only.
“Development Platforms” shall mean those operating systems specified in the
License Certificate, in which the Licensed Software can be used under the
Development License, but not distributed in any form or used for any other
purpose.
“Devices” shall mean hardware devices or products that 1) are manufactured
and/or distributed by the Licensee or its Affiliates or Contractors, and (2)(i)
incorporate or integrate the Redistributables or parts thereof; or (ii) where
the main user interface or substantial functionality of such unit , when used by
a Customer, is provided by Application(s) or otherwise depends on the Licensed
Software, regardless of whether the Redistributables are distributed together
with the hardware or not. Devices covered with this Agreement shall be specified
in Appendix 2 or in a quote.
“Distribution License(s)” shall mean the license required for any kind of sale,
trade, exchange, loan, lease, rental or other distribution by or on behalf of
Licensee to a third party of Redistributables in connection with Devices
pursuant to license grant described in Section 3.3 of this Agreement.
“Distribution License Packs” shall mean set of prepaid Distribution Licenses for
distribution of Redistributables, as defined in The Qt Company’s standard price
list, quote, Purchase Order confirmation or in an appendix hereto, as the case
may be.
“Intellectual Property Rights” shall mean patents (including utility models),
design patents, and designs (whether or not capable of registration), chip
topography rights and other like protection, copyrights, trademarks, service
marks, trade names, logos or other words or symbols and any other form of
statutory protection of any kind and applications for any of the foregoing as
well as any trade secrets.
“License Certificate” shall mean a certificate generated by The Qt Company for
each Designated User respectively upon them downloading the Licensed Software,
which will be available under respective Designated User’s Qt Account at
account.qt.io. License Certificates will specify the Designated User, the
Development Platforms, Deployment Platforms and the License Term. Such terms are
considered part of the licenses granted hereunder and shall be updated from time
to time to reflect any agreed changes to the foregoing terms relating to
Designated User’s rights to the Licensed Software.
“License Fee” shall mean the fee charged to the Licensee for rights granted
under the terms of this Agreement.
“License Term” shall mean the agreed validity period of the Development License
of the respective Designated User, during which time the Designated User is
entitled to use the Licensed Software, as set forth in the respective License
Certificate.
“Licensed Software” shall mean either
(i) Qt for Application Development or
(ii) Qt for Device Creation, and/or
(iii) Qt 3D Studio, and/or
(iv) Qt Design Studio, and/or
(v) selected Add-on Products, if any,
depending on which product(s) the Licensee has purchased under this Agreement,
as well as corresponding online or electronic documentation, associated media
and printed materials, including the source code, example programs and the
documentation, licensed to the Licensee under this Agreement. Licensed Software
does not include Third Party Software (as defined in Section 4) or Open Source
Qt. The Qt Company may, in the course of its development activities, at its free
and absolute discretion and without any obligation to send or publish any
notifications to the Licensee or in general, make changes, additions or
deletions in the components and functionalities of the Licensed Software,
provided that no such changes, additions or deletions will affect the already
released version of the Licensed Software, but only upcoming version(s).
“Licensee” shall mean the individual or legal entity that is party to this
Agreement, as identified on the signature page hereof.
“Licensee’s Records” shall mean books and records that are likely to contain
information bearing on Licensee’s compliance with this Agreement, Licensee’s use
of Open Source Qt and/or the payments due to The Qt Company under this
Agreement, including, but not limited to user information, assembly logs, sales
records and distribution records.
“Modified Software” shall have the meaning as set forth in Section 2.3.
“Online Services” shall mean any services or access to systems made available by
The Qt Company to the Licensee over the Internet relating to the Licensed
Software or for the purpose of use by the Licensee of the Licensed Software or
Support. Use of any such Online Services is discretionary for the Licensee and
some of them may be subject to additional fees.
“Open Source Qt” shall mean the non-commercial Qt computer software products,
licensed under the terms of the GNU Lesser General Public License, version 2.1
or later (“LGPL”) or the GNU General Public License, version 2.0 or later
(“GPL”). For clarity, Open Source Qt shall not be provided nor governed under
this Agreement.
”Party” or “Parties” shall mean Licensee and/or The Qt Company.
“Permitted Combination” shall have the meaning as set forth in Section
3.4(viii).
“Pre-Release Code” shall have the meaning as set forth in Section 4.
“Prohibited Combination” shall mean any means to (i) use, combine, incorporate,
link or integrate Licensed Software with any software created with or
incorporating Open Source Qt, (ii) use Licensed Software for creation of any
software created with or incorporating Open Source Qt, or (iii) incorporate or
integrate Applications into a hardware device or product other than a Device.
“Qt 3D Studio” shall mean all versions of The Qt Company’s Qt 3D Studio, a 3D
user interface design and development environment for rapid designing and
prototyping of animated user interfaces.
“Qt Design Studio” shall mean all versions of The Qt Company’s Qt Design Studio
tool, a user interface design and development environment for rapid designing
and prototyping of animated user interfaces.
“Qt for Application Development” shall mean The Qt Company’s productized
offering, which consist of all versions of
(i) Qt Toolkit, and
(ii) Qt Tools/Applications.
“Qt for Device Creation” shall mean The Qt Company’s productized offering, which
consist of all versions of
(i) Qt for Application Development, and
(ii) Software components specific to embedded software development as set
forth in Appendix 1, Sections 1b and 1d.
“Qt Toolkit” shall mean the modules defined in Appendix 1, Section 1a.
“Qt Tools/Applications” shall mean the tools defined in Appendix 1, Section 1c.
"Redistributables" shall mean the portions of the Licensed Software set forth in
Appendix 1, Section 2 that may be distributed pursuant to the terms of this
Agreement in object code form only, including any relevant documentation. Where
relevant, any reference to Licensed Software in this Agreement shall include and
refer also to Redistributables.
“Renewal Term” shall mean an extension of previous License Term as agreed
between the Parties.
“Submitted Modified Software” shall have the meaning as set forth in Section
2.3.
“Support” shall mean standard developer support that is provided by The Qt
Company to assist Designated Users in using the Licensed Software in accordance
with The Qt Company’s standard support terms available at
https://www.qt.io/terms-conditions/ and as further defined in Section 8
hereunder.
“Taxes” shall have the meaning set forth in Section 10.5.
“Term” shall have the meaning set forth in Section 12.
“The Qt Company” shall mean:
(i) in the event Licensee is an individual residing in the United States
or a legal entity incorporated in the United States or having its
headquarters in the United States, The Qt Company Inc., a
Delaware corporation with its office at 2350 Mission College Blvd.,
Suite 1020, Santa Clara, CA 95054, USA.; or
(ii) in the event the Licensee is an individual residing outside of the
United States or a legal entity incorporated outside of the United
States or having its registered office outside of the United States,
The Qt Company Ltd., a Finnish company with its registered office at
Bertel Jungin aukio D3A, 02600 Espoo, Finland.
"Third Party Software " shall have the meaning set forth in Section 4.
“Updates” shall mean a release or version of the Licensed Software containing
bug fixes, error corrections and other changes that are generally made available
to users of the Licensed Software that have contracted for Support. Updates are
generally depicted as a change to the digits following the decimal in the
Licensed Software version number. The Qt Company shall make Updates available to
the Licensee under the Support. Updates shall be considered as part of the
Licensed Software hereunder.
“Upgrades” shall mean a release or version of the Licensed Software containing
enhancements and new features and are generally depicted as a change to the
first digit of the Licensed Software version number. In the event Upgrades are
provided to the Licensee under this Agreement, they shall be considered as part
of the Licensed Software hereunder.
2. OWNERSHIP
2.1 Ownership of The Qt Company
The Licensed Software is protected by copyright laws and international copyright
treaties, as well as other intellectual property laws and treaties. The Licensed
Software is licensed, not sold. All of The Qt Company's Intellectual Property
Rights are and shall remain the exclusive property of The Qt Company or its
licensors respectively.
2.2 Ownership of Licensee
All the Licensee's Intellectual Property Rights are and shall remain the
exclusive property of the Licensee or its licensors respectively. All
Intellectual Property Rights to the Modified Software, Applications and Devices
shall remain with the Licensee and no rights thereto shall be granted by the
Licensee to The Qt Company under this Agreement (except as set forth in Section
2.3 below).
2.3 Modified Software
Licensee may create bug-fixes, error corrections, patches or modifications to
the Licensed Software (“Modified Software”). Such Modified Software may break
the source or binary compatibility with the Licensed Software (including without
limitation through changing the application programming interfaces ("API") or by
adding, changing or deleting any variable, method, or class signature in the
Licensed Software and/or any inter-process protocols, services or standards in
the Licensed Software libraries). To the extent that Licensee’s Modified
Software so breaks source or binary compatibility with the Licensed Software,
Licensee acknowledges that The Qt Company's ability to provide Support may be
prevented or limited and Licensee's ability to make use of Updates may be
restricted.
Licensee may, at its sole and absolute discretion, choose to submit Modified
Software to The Qt Company (“Submitted Modified Software”) in connection with
Licensee’s Support request, service request or otherwise. In the event Licensee
does so, then, Licensee hereby grants The Qt Company a sublicensable,
assignable, irrevocable, perpetual, worldwide, non-exclusive, royalty-free and
fully paid-up license, under all of Licensee’s Intellectual Property Rights, to
reproduce, adapt, translate, modify, and prepare derivative works of, publicly
display, publicly perform, sublicense, make available and distribute such
Submitted Modified Software as The Qt Company sees fit at its free and absolute
discretion.
3. LICENSES GRANTED
3.1 Development with Licensed Software
Subject to the terms of this Agreement, The Qt Company grants to Licensee a
worldwide, non- exclusive, non-transferable license, valid for the License Term,
to use, modify and copy the Licensed Software by Designated Users on the
Development Platforms for the sole purposes of designing, developing,
demonstrating and testing Application(s) and/or Devices, and to provide thereto
related support and other related services to end-user Customers.
Licensee may install copies of the Licensed Software on five (5) computers per
Designated User, provided that only the Designated Users who have a valid
Development License may use the Licensed Software.
Licensee may at any time designate another Designated User to replace a
then-current Designated User by notifying The Qt Company in writing, provided
that any Designated User may be replaced only once during any six-month period.
Upon expiry of the initially agreed License Term, the respective License Terms
shall be automatically extended to one or more Renewal Term(s), unless and until
either Party notifies the other Party in writing that it does not wish to
continue the License Term, such notification to be provided to the other Party
no less than ninety (90) days before expiry of the respective License Term.
Unless otherwise agreed between the Parties, Renewal Term shall be of equal
length with the initial License Term.
Any such Renewal Term shall be subject to License Fees agreed between the
Parties or, if no advance agreement exists, subject to The Qt Company’s standard
pricing applicable at the commencement date of any such Renewal Term.
Any price or other term specified for a Renewal Term shall be valid only for the
specified time. The Qt Company may request the Licensee to place a purchase
order corresponding to a quote by The Qt Company for the relevant Renewal Term.
In the event Licensee does not prevent auto-renewal pursuant the above, but a
Renewal Term is nevertheless not duly ordered within 30 days from the date of
the respective quote from The Qt Company and/or the respective License Fee paid
by due date specified in The Qt Company’s respective invoice, The Qt Company
shall apply a reinstatement fee equal to ten percent (10 %) of the total value
of the License Fees of the Development Licenses for the expired term to be added
to the License Fee of the respective Renewal Term.
In the event Licensee chooses not to renew a Development License for a Renewal
Term by notifying The Qt Company thereof no less than ninety (90) days before
expiry of the respective License Term, Licensee may still reinstate such expired
Development Licenses for a Renewal Term subject to applicable renewal Term
License Fees until thirty (30) days from the expiry of the initially agreed
License Term or preceding Renewal Term. After such thirty (30) day period a
Development License shall be subject to applicable License Fees for a new
Development License and not any Renewal Term License Fees.
3.2 Distribution of Applications
Subject to the terms of this Agreement, The Qt Company grants to Licensee a
worldwide, non- exclusive, non-transferable, revocable (for cause pursuant to
this Agreement) right and license, valid for the Term, to
(i) distribute, by itself or through its Contractors, Redistributables as
installed, incorporated or integrated into Applications for execution
on the Deployment Platforms, and
(ii) grant sublicenses to Redistributables, as distributed hereunder, for
Customers solely for Customer’s internal use and to the extent
necessary in order for the Customers to use the Applications for their
respective intended purposes.
Right to distribute the Redistributables as part of an Application as provided
herein is not royalty- bearing but is conditional upon the Licensee not having
any unpaid License Fees for Development Licenses owed to The Qt Company at the
time of distribution of any Redistributables to Customers.
3.3 Distribution of Devices
Subject to the terms of this Agreement, The Qt Company grants to Licensee a
worldwide, non- exclusive, non-transferable, revocable (for cause pursuant to
this Agreement) right and license, valid for the Term, to
(i) distribute, by itself or through one or more tiers of Contractors,
Redistributables as installed, incorporated or integrated, or intended
to be installed, incorporated or integrated into Devices for execution
on the Deployment Platforms, and
(ii) grant sublicenses to Redistributables, as distributed hereunder, for
Customers solely for Customer’s internal use and to the extent
necessary in order for the Customers to use the Devices for their
respective intended purposes.
Right to distribute the Redistributables with Devices as provided herein is
conditional upon the Licensee (i) not having any unpaid License Fees for
Development Licenses owed to The Qt Company, and (ii) having purchased and paid
corresponding Distribution Licenses at the time of distribution of any
Redistributables to Customers.
3.4 Further Requirements
The licenses granted above in this Section 3 by The Qt Company to Licensee are
conditional and subject to Licensee's compliance with the following terms:
(i) Licensee shall not remove or alter any copyright, trademark or other
proprietary rights notice(s) contained in any portion of the Licensed
Software;
(ii) Applications must add primary and substantial functionality to the
Licensed Software so as not to compete with the Licensed Software;
(iii) Applications may not pass on functionality which in any way makes it
possible for others to create software with the Licensed Software;
provided however that Licensee may use the Licensed Software's
scripting and QML ("Qt Quick") functionality solely in order to enable
scripting, themes and styles that augment the functionality and
appearance of the Application(s) without adding primary and
substantial functionality to the Application(s);
(iv) Licensee shall not use Licensed Software in any manner or for any
purpose that infringes, misappropriates or otherwise violates any
Intellectual property or right of any third party, or that violates
any applicable law;
(v) Licensee shall not use The Qt Company's or any of its suppliers'
names, logos, or trademarks to market Applications, except that
Licensee may use “Built with Qt” logo to indicate that Application(s)
was developed using the Licensed Software;
(vi) Licensee shall not distribute, sublicense or disclose source code of
Licensed Software to any third party (provided however that Licensee
may appoint employee(s) of Contractors as Designated Users to use
Licensed Software pursuant to this Agreement). Such right may be
available for the Licensee subject to a separate software development
kit (“SDK”) license agreement to be concluded with The Qt Company;
(vii) Licensee shall not grant the Customers a right to (i) make copies of
the Redistributables except when and to the extent required to use the
Applications and/or Devices for their intended purpose, (ii) modify
the Redistributables or create derivative works thereof, (iii)
decompile, disassemble or otherwise reverse engineer Redistributables,
or (iv) redistribute any copy or portion of the Redistributables to
any third party, except as part of the onward sale of the Device on
which the Redistributables are installed;
(viii) Licensee shall not and shall cause that its Affiliates or Contractors
shall not use Licensed Software in any Prohibited Combination, unless
Licensee has received an advance written permission from The Qt
Company to do so. Absent such written permission, any and all
distribution by the Licensee during the Term of a hardware device or
product a) which incorporate or integrate any part of Licensed
Software or Open Source Qt; or b) where the main user interface or
substantial functionality is provided by software built with
Licensed Software or Open Source Qt or otherwise depends on the
Licensed Software or Open Source Qt, shall be considered to be
Device distribution under this Agreement and shall be dependent on
Licensee’s compliance thereof (including but not limited to
obligation to pay applicable License Fees for such distribution).
Notwithstanding what is provided above in this sub-section (viii),
Licensee is entitled to use and combine Qt 3D Studio and/or Qt
Design Studio with Open Source Qt (“Permitted Combination”) for
its internal evaluation purposes, provided that Licensee shall in no
way transfer, publish, disclose, display or otherwise make available
any software or work resulting from such Permitted Combination;
(ix) Licensee shall cause all of its Affiliates and Contractors entitled
to make use of the licenses granted under this Agreement, to be
contractually bound to comply with the relevant terms of this
Agreement and not to use the Licensed Software beyond the terms
hereof and for any purposes other than operating within the scope of
their services for Licensee. Licensee shall be responsible for any
and all actions and omissions of its Affiliates and Contractors
relating to the Licensed Software and use thereof (including but not
limited to payment of all applicable License Fees);
(x) Except when and to the extent explicitly provided in this Section 3,
Licensee shall not transfer, publish, disclose, display or otherwise
make available the Licensed Software; and
(xi) Licensee shall not attempt or enlist a third party to conduct or
attempt to conduct any of the above.
Above terms shall not be applicable if and to the extent they conflict with any
mandatory provisions of any applicable laws. Any use of Licensed Software
beyond the provisions of this Agreement is strictly prohibited and requires an
additional license from The Qt Company.
4. THIRD PARTY SOFTWARE
The Licensed Software may provide links to third party libraries or code
(collectively "Third Party Software") to implement various functions. Third
Party Software does not comprise part of the Licensed Software. In some cases,
access to Third Party Software may be included with the Licensed Software. Such
Third Party Software will be listed in the ".../src/3rdparty" source tree
delivered with the Licensed Software or documented in the Licensed Software, as
such may be amended from time to time. Licensee acknowledges that use or
distribution of Third Party Software is in all respects subject to applicable
license terms of applicable third party right holders.
5. PRE-RELEASE CODE
The Licensed Software may contain pre-release code and functionality, or sample
code marked or otherwise stated with appropriate designation such as “Technology
Preview”, “Alpha”, “Beta”, “Sample” etc. (“Pre-Release Code”).
Such Pre-Release Code may be present complimentary for the Licensee, in order to
provide experimental support or information for new platforms or preliminary
versions of one or more new functionalities or for other similar reasons. The
Pre-Release Code may not be at the level of performance and compatibility of a
final, generally available, product offering. The Pre-Release Code may not
operate correctly, may contain errors and may be substantially modified by The
Qt Company prior to the first commercial product release, if any. The Qt Company
is under no obligation to make Pre-Release Code commercially available, or
provide any Support or Updates relating thereto. The Qt Company assumes no
liability whatsoever regarding any Pre-Release Code, but any use thereof is
exclusively at Licensee’s own risk and expense.
For clarity, unless Licensed Software specifies different license terms for the
respective Pre- Release Code, the Licensee is entitled to use such pre-release
code pursuant to Section 3, just like other Licensed Software, provided however
that in the event Add-on Products are included and available as such Pre-Release
Code, Licensee’s right to use such Add-on Products is nevertheless subject to
and conditional upon conclusion of separate agreement with The Qt Company.
6. LIMITED WARRANTY AND WARRANTY DISCLAIMER
The Qt Company hereby represents and warrants that it has the power and
authority to grant the rights and licenses granted to Licensee under this
Agreement. Except as set forth above, the Licensed Software is licensed to
Licensee "as is" and Licensee’s exclusive remedy and The Qt Company’s entire
liability for errors in the Licensed Software shall be limited, at The Qt
Company’s option, to correction of the error, replacement of the Licensed
Software or return of the applicable fees paid for the defective Licensed
Software for the time period during which the License is not able to utilize the
Licensed Software under the terms of this Agreement.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE QT COMPANY ON BEHALF OF
ITSELF AND ITS LICENSORS, SUPPLIERS AND AFFILIATES, DISCLAIMS ALL OTHER
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND
NON-INFRINGEMENT WITH REGARD TO THE LICENSED SOFTWARE. THE QT COMPANY DOES NOT
WARRANT THAT THE LICENSED SOFTWARE WILL SATISFY LICENSEE’S REQUIREMENTS OR THAT
IT WILL OPERATE WITHOUT DEFECT OR ERROR OR THAT THE OPERATION THEREOF WILL BE
UNINTERRUPTED.
7. INDEMNIFICATION AND LIMITATION OF LIABILITY
7.1 Limitation of Liability
EXCEPT FOR (I) CASES OF GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, AND (II)
BREACH OF CONFIDENTIALITY, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO
EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOSS OF PROFIT,
LOSS OF DATA, LOSS OF BUSINESS OR GOODWILL OR ANY OTHER INDIRECT, SPECIAL,
CONSEQUENTIAL, INCIDENTAL OR PUNITIVE COST, DAMAGES OR EXPENSE OF ANY KIND,
HOWSOEVER ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT.
EXCEPT FOR (I) CASES OF GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, AND (II)
BREACH OF CONFIDENTIALITY, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO
EVENT SHALL EITHER PARTY’S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED
THE AGGREGATE LICENSE FEES PAID OR PAYABLE TO THE QT COMPANY FROM LICENSEE
DURING THE PERIOD OF TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT
RESULTING IN SUCH LIABILITY. THE PROVISIONS OF THIS SECTION 7 ALLOCATE THE
RISKS UNDER THIS AGREEMENT BETWEEN THE QT COMPANY AND LICENSEE AND THE PARTIES
HAVE RELIED UPON THE LIMITATIONS SET FORTH HEREIN IN DETERMINING WHETHER TO
ENTER INTO THIS AGREEMENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS
AGREEMENT, LICENSEE SHALL ALWAYS BE LIABLE TO PAY THE APPLICABLE LICENSE FEES
CORRESPONDING TO ITS ACTUAL USE OF LICENSED SOFTWARE.
8. SUPPORT, UPDATES AND ONLINE SERVICES
Upon due payment of the agreed License Fees the Licensee will be eligible to
receive Support and Updates and to use the Online Services during the License
Term, provided, however, that in the event the License Term is longer than 36
months, the initial payment includes Support for only the first 12 months,
unless the Parties specifically otherwise agree.
Unless otherwise decided by The Company at its free and absolute discretion,
Upgrades will not be included in the Support but may be available subject to
additional fees. From time to time The Qt Company may change the Support terms,
provided that during the respective ongoing License Term the level of Support
provided by The Qt Company may not be reduced without the consent of the
Licensee. Unless otherwise agreed, The Qt Company shall not be responsible for
providing any service or support to Customers.
9. CONFIDENTIALITY
Each Party acknowledges that during the Term of this Agreement each Party may
receive information about the other Party's business, business methods, business
plans, customers, business relations, technology, and other information,
including the terms of this Agreement, that is confidential and of great value
to the other Party, and the value of which would be significantly reduced if
disclosed to third parties (“Confidential Information”). Accordingly, when a
Party (the “Receiving Party”) receives Confidential Information from the other
Party (the “Disclosing Party”), the Receiving Party shall only disclose such
information to employees and Contractors on a need to know basis, and shall
cause its employees and employees of its Affiliates to: (i) maintain any and all
Confidential Information in confidence; (ii) not disclose the Confidential
Information to a third party without the Disclosing Party's prior written
approval; and (iii) not, directly or indirectly, use the Confidential
Information for any purpose other than for exercising its rights and fulfilling
its responsibilities pursuant to this Agreement. Each Party shall take
reasonable measures to protect the Confidential Information of the other Party,
which measures shall not be less than the measures taken by such Party to
protect its own confidential and proprietary information. Obligation of
confidentiality shall not apply to information that (i) is or becomes generally
known to the public through no act or omission of the Receiving Party; (ii) was
in the Receiving Party's lawful possession prior to the disclosure hereunder and
was not subject to limitations on disclosure or use; (iii) is developed
independently by employees or Contractors of the Receiving Party or other
persons working for the Receiving Party who have not had access to the
Confidential Information of the Disclosing Party, as proven by the written
records of the Receiving Party; (iv) is lawfully disclosed to the Receiving
Party without restrictions, by a third party not under an obligation of
confidentiality; or (v) the Receiving Party is legally compelled to disclose, in
which case the Receiving Party shall notify the Disclosing Party of such
compelled disclosure and assert the privileged and confidential nature of the
information and cooperate fully with the Disclosing Party to limit the scope of
disclosure and the dissemination of disclosed Confidential Information to the
minimum extent necessary.
The obligations under this Section 9 shall continue to remain in force for a
period of five (5) years after the last disclosure, and, with respect to trade
secrets, for so long as such trade secrets are protected under applicable trade
secret laws.
10. FEES, DELIVERY AND PAYMENT
10.1 License Fees
License Fees are described in The Qt Company’s standard price list, quote or
Purchase Order confirmation or in an appendix hereto, as the case may be. The
License Fees shall not be refunded or claimed as a credit in any event or for
any reason whatsoever.
10.2 Ordering Licenses
Licensee may purchase Development Licenses and Distribution Licenses pursuant to
agreed pricing terms or, if no specific pricing terms have been agreed upon, at
The Qt Company's standard pricing terms applicable at the time of purchase.
Unless specifically otherwise provided, any pricing terms referenced in this
Agreement shall be valid for twelve (12) months from the date of this Agreement.
Licensee shall submit all purchase orders for Development Licenses and
Distribution Licenses to The Qt Company by email or any other method acceptable
to The Qt Company (each such order is referred to herein as a “Purchase Order”)
for confirmation, whereupon the Purchase Order shall become binding between the
Parties.
10.3 Distribution License Packs
Unless otherwise agreed, Distribution Licenses shall be purchased by way of
Distribution License Packs. Upon due payment of the ordered Distribution
License Pack(s), the Licensee will have an account of Distribution Licenses
available for distributing the Redistributables in accordance with this
Agreement. Each time Licensee distributes a copy of Redistributables, then one
Distribution License is used, and Licensee’s account of available Distribution
Licenses is decreased accordingly. Licensee may distribute copies of the
Redistributables so long as Licensee has Distribution Licenses remaining on its
account.
10.4 Payment Terms
License Fees and any other charges under this Agreement shall be paid by
Licensee no later than thirty (30) days from the date of the applicable invoice
from The Qt Company. The Qt Company will submit an invoice to Licensee after
the date of this Agreement and/or after The Qt Company receives a Purchase Order
from Licensee. A late payment charge of the lower of (a) one percent per month;
or (b) the interest rate stipulated by applicable law, shall be charged on any
unpaid balances that remain past due.
10.5 Taxes
All License Fees and other charges payable hereunder are gross amounts but
exclusive of any value added tax, use tax, sales tax, withholding tax and other
taxes, duties or tariffs (“Taxes”) levied directly for the sale, delivery or use
of Licensed Software hereunder pursuant to any applicable law. Such applicable
Taxes shall be paid by Licensee to The Qt Company, or, where applicable, in lieu
of payment of such Taxes to The Qt Company, Licensee shall provide an exemption
certificate to The Qt Company and any applicable authority.
11 RECORD-KEEPING AND REPORTING OBLIGATIONS; AUDIT RIGHTS
11.1 Licensee’s Record-keeping
Licensee shall at all times during the Term of this Agreement and for a period
of seven (7) years thereafter maintain Licensee’s Records in an accurate and
up-to-date form. Licensee’s Records shall be adequate to reasonably enable The
Qt Company to determine Licensee’s compliance with the provisions of this
Agreement. The records shall conform to general good accounting practices.
Licensee shall, within thirty (30) days from receiving The Qt Company’s request
to that effect, deliver to The Qt Company a report based on Licensee’s Records,
such report to contain information, in sufficient detail, on (i) number and
identity of users working with Licensed Software or Open Source Qt, (ii) copies
of Redistributables distributed by Licensee during the most recent calendar
quarter and/or any other term specified by The Qt Company, (iii) number of
undistributed copies of Redistributables and corresponding number of unused
Distribution Licenses remaining on Licensee’s account, and (iv) any other
information as The Qt Company may reasonably require from time to time.
11.2. The Qt Company’s Audit Rights
The Qt Company or an independent auditor acting on behalf of The Qt Company’s,
may, upon at least five (5) business days’ prior written notice and at its
expense, audit Licensee with respect to the Licensee’s use of the Licensed
Software, but not more frequently than once during each 6- month period. Such
audit may be conducted by mail, electronic means or through an in-person visit
to Licensee’s place of business. Any such in-person audit shall be conducted
during regular business hours at Licensee's facilities and shall not
unreasonably interfere with Licensee's business activities. The Qt Company or
the independent auditor acting on behalf of The Qt Company shall be entitled to
inspect Licensee’s Records and conduct necessary interviews of Licensee’s
relevant employees and Contractors. All such Licensee’s Records and use thereof
shall be subject to an obligation of confidentiality under this Agreement. If
an audit reveals that Licensee is using the Licensed Software beyond scope of
the licenses Licensee has paid for, Licensee agrees to pay The Qt Company any
amounts owed for such unauthorized use within 30 days from receipt of the
corresponding invoice from The Qt Company. In addition, in the event the audit
reveals a material violation of the terms of this Agreement (without limitation,
either (i) underpayment of more than 10 % of License Fees or 10,000 euros
(whichever is more) or (ii) distribution of products, which include or result
from Prohibited Combination, shall be deemed a material violation for purposes
of this section), then the Licensee shall pay The Qt Company's reasonable cost
of conducting such audit.
12 TERM AND TERMINATION
12.1 Agreement Term
This Agreement shall enter into force upon due acceptance by both Parties and
remain in force for as long as there is any Development License(s) purchased
under this Agreement in force (“Term”), unless and until terminated pursuant to
the terms of this Section 12.
12.2 Termination and suspension of rights
Either Party shall have the right to terminate this Agreement upon thirty (30)
days prior written notice if the other Party commits a material breach of any
obligation of this Agreement and fails to remedy such breach within such notice
period. Instead of termination, The Qt Company shall have the right to suspend
or withhold grants of all rights to the Licensed Software hereunder, including
but not limited to the Development Licenses, Distribution License, and Support,
should Licensee fail to make payment in timely fashion or otherwise violates or
is reasonably suspected to violate its obligations or terms of this Agreement,
and where such violation or breach is not cured within five (5) business days
following The Qt Company’s written notice thereof.
12.3 Mutual Right to Terminate
Either Party shall have the right to terminate this Agreement immediately upon
written notice in the event that the other Party becomes insolvent, files for
any form of bankruptcy, makes any assignment for the benefit of creditors, has a
receiver, administrative receiver or officer appointed over the whole or a
substantial part of its assets, ceases to conduct business, or an act equivalent
to any of the above occurs under the laws of the jurisdiction of the other
Party.
12.4 Parties´ Rights and Duties upon Termination
Upon expiry or termination of the Agreement Licensee shall cease and shall cause
all Designated Users (including those of its Affiliates’ and Contractors’) to
cease using the Licensed Software and distribution of the Redistributables under
this Agreement. Notwithstanding the above, in the event the Agreement expires
or is terminated:
(i) as a result of The Qt Company choosing not to renew the Development
License(s) as set forth in Section 3.1, then all valid licenses
possessed by the Licensee at such date shall be extended to be valid
in perpetuity under the terms of this Agreement and Licensee is
entitled to purchase additional licenses as set forth in Section
10.2; or
(ii) for reason other than by The Qt Company pursuant to item (i) above or
pursuant to Section 12.2, then the Licensee is entitled, for a period
of six (6) months after the effective date of termination, to continue
distribution of Devices under the Distribution Licenses paid but
unused at such effective date of termination.
Upon any such termination the Licensee shall destroy or return to The Qt Company
all copies of the Licensed Software and all related materials and will certify
the same to The Qt Company upon its request, provided however that Licensee may
retain and exploit such copies of the Licensed Software as it may reasonably
require in providing continued support to Customers. Expiry or termination of
this Agreement for any reason whatsoever shall not relieve Licensee of its
obligation to pay any License Fees accrued or payable to The Qt Company prior to
the effective date of termination, and Licensee shall immediately pay to The Qt
Company all such fees upon the effective date of termination. Termination of
this Agreement shall not affect any rights of Customers to continue use of
Applications and Devices (and therein incorporated Redistributables).
12.5 Extension in case of bankruptcy
In the event The Qt Company is declared bankrupt under a final, non-cancellable
decision by relevant court of law, and this Agreement is not, at the date of
expiry of the Development License(s) pursuant to Section 3.1, assigned to party,
who has assumed The Qt Company’s position as a legitimate licensor of Licensed
Software under this Agreement, then all valid licenses possessed by the Licensee
at such date of expiry, and which the Licensee has not notified for expiry,
shall be extended to be valid in perpetuity under the terms of this Agreement.
13. GOVERNING LAW AND LEGAL VENUE
In the event this Agreement is in the name of The Qt Company Inc., a Delaware
Corporation, then:
(i) this Agreement shall be construed and interpreted in accordance with
the laws of the State of California, USA, excluding its choice of law
provisions;
(ii) the United Nations Convention on Contracts for the International Sale
of Goods will not apply to this Agreement; and
(iii) any dispute, claim or controversy arising out of or relating to this
Agreement or the breach, termination, enforcement, interpretation or
validity thereof, including the determination of the scope or
applicability of this Agreement to arbitrate, shall be determined by
arbitration in San Francisco, USA, before one arbitrator. The
arbitration shall be administered by JAMS pursuant to JAMS'
Streamlined Arbitration Rules and Procedures. Judgment on the Award
may be entered in any court having jurisdiction. This Section shall
not preclude parties from seeking provisional remedies in aid of
arbitration from a court of appropriate jurisdiction.
In the event this Agreement is in the name of The Qt Company Ltd., a Finnish
Company, then:
(i) this Agreement shall be construed and interpreted in accordance with
the laws of Finland, excluding its choice of law provisions;
(ii) the United Nations Convention on Contracts for the International Sale
of Goods will not apply to this Agreement; and
(iii) any disputes, controversy or claim arising out of or relating to this
Agreement, or the breach, termination or validity thereof shall be
finally settled by arbitration in accordance with the Arbitration
Rules of Finland Chamber of Commerce. The arbitration tribunal shall
consist of one (1), or if either Party so requires, of three (3),
arbitrators. The award shall be final and binding and enforceable in
any court of competent jurisdiction. The arbitration shall be held in
Helsinki, Finland and the process shall be conducted in the English
language. This Section shall not preclude parties from seeking
provisional remedies in aid of arbitration from a court of
appropriate jurisdiction.
14. GENERAL PROVISIONS
14.1 No Assignment
Except in the case of a merger or sale of substantially all of its corporate
assets, Licensee shall not be entitled to assign or transfer all or any of its
rights, benefits and obligations under this Agreement without the prior written
consent of The Qt Company, which shall not be unreasonably withheld or delayed.
The Qt Company shall be entitled to freely assign or transfer any of its rights,
benefits or obligations under this Agreement. 14.2 No Third Party
Representations Licensee shall make no representations or warranties concerning
the Licensed Software on behalf of The Qt Company. Any representation or
warranty Licensee makes or purports to make on The Qt Company’s behalf shall be
void as to The Qt Company. 14.3 Surviving Sections Any terms and conditions
that by their nature or otherwise reasonably should survive termination of this
Agreement shall so be deemed to survive. Such sections include especially the
following: 1, 2, 6, 7, 9, 11, 12.4, 13 and 14.
14.4 Entire Agreement
This Agreement, the exhibits hereto, the License Certificate and any applicable
Purchase Order accepted by The Qt Company constitute the complete agreement
between the Parties and supersedes all prior or contemporaneous discussions,
representations, and proposals, written or oral, with respect to the subject
matters discussed herein. In the event of any conflict or inconsistency between
this Agreement and any Purchase Order, the terms of this Agreement will prevail
over the terms of the Purchase Order with respect to such conflict or
inconsistency. Parties specifically acknowledge and agree that this Agreement
prevails over any click-to-accept or similar agreements the Designated Users may
need to accept online upon download of the Licensed Software, as may be required
by The Qt Company’s applicable processes relating to Licensed Software.
14.5 Modifications
No modification of this Agreement shall be effective unless contained in a
writing executed by an authorized representative of each Party. No term or
condition contained in Licensee's Purchase Order (“Deviating Terms”) shall apply
unless The Qt Company has expressly agreed such Deviating Terms in writing.
Unless and to the extent expressly agreed by The Qt Company, any such Deviating
Terms shall be deemed void and with no legal effect. For clarity, delivery of
the Licensed Software following the receipt of the Purchase Order including
Deviating Terms shall not constitute acceptance of such Deviating Terms.”
14.6 Force Majeure
Except for the payment obligations hereunder, neither Party shall be liable to
the other for any delay or non-performance of its obligations hereunder in the
event and to the extent that such delay or non-performance is due to an event of
act of God, terrorist attack or other similar unforeseeable catastrophic event
that prevents either Party for fulfilling its obligations under this Agreement
and which such Party cannot avoid or circumvent (“Force Majeure Event”). If the
Force Majeure Event results in a delay or non-performance of a Party for a
period of three (3) months or longer, then either Party shall have the right to
terminate this Agreement with immediate effect without any liability (except for
the obligations of payment arising prior to the event of Force Majeure) towards
the other Party.
14.7 Notices
Any notice given by one Party to the other shall be deemed properly given and
deemed received if specifically acknowledged by the receiving Party in writing
or when successfully delivered to the recipient by hand, fax, or special courier
during normal business hours on a business day to the addresses specified for
each Party on the signature page. Each communication and document made or
delivered by one Party to the other Party pursuant to this Agreement shall be in
the English language.
14.8 Export Control
Licensee acknowledges that the Redistributables, as incorporated in Applications
or Devices, may be subject to export control restrictions under the applicable
laws of respective countries. Licensee shall fully comply with all applicable
export license restrictions and requirements as well as with all laws and
regulations relating to the Redistributables and exercise of licenses hereunder
and shall procure all necessary governmental authorizations, including without
limitation, all necessary licenses, approvals, permissions or consents, where
necessary for the re-exportation of the Redistributables, Applications and/or
Devices.
14.9 No Implied License
There are no implied licenses or other implied rights granted under this
Agreement, and all rights, save for those expressly granted hereunder, shall
remain with The Qt Company and its licensors. In addition, no licenses or
immunities are granted to the combination of the Licensed Software with any
other software or hardware not delivered by The Qt Company under this Agreement.
14.10 Attorney Fees
The prevailing Party in any action to enforce this Agreement shall be entitled
to recover its attorney’s fees and costs in connection with such action.
14.11 Privacy
Licensee acknowledges and agrees that for the purpose of this Agreement, The Qt
Company may collect, use, transfer and disclose personal data pertaining to
Designated Users as well as any other employees and directors of the Licensee
and its Contractors relevant for carrying out the intent of this Agreement. Such
personal data may be collected from the Licensee or directly from the relevant
individuals. The Parties acknowledge that with regard to such personal data
processed hereunder, The Qt Company shall be regarded as the Data Controller
under the applicable Data Protection Legislation. The Qt Company shall process
any such personal data in accordance with its privacy policies and practices,
which will comply with all applicable requirements of the Data Protection
Legislation.
14.12 Severability
If any provision of this Agreement shall be adjudged by any court of competent
jurisdiction to be unenforceable or invalid, that provision shall be limited or
eliminated to the minimum extent necessary so that this Agreement shall
otherwise remain in full force and effect and enforceable.
APPENDICES
This Agreement includes Appendix 1 or/and Appendix 8, and possibly one or more
of the appendices 3-5, depending on the product(s) purchased by the Licensee,
what is stated in the quote or invoice, and/or what is stated in the Licensee’s
License Certificate.
APPENDIX 1: LICENSED SOFTWARE
1a. Licensed Software - Qt Toolkit
Module Description
Qt Core Core non-graphical classes used by other modules.
Qt GUI Base classes for graphical user interface (GUI)
components.
Qt Multimedia Classes for audio, video and camera functionality.
Qt Multimedia Widgets Widget-based classes for implementing multimedia
functionality.
Qt Network Classes to make network programming easier and more
portable.
Qt QML Classes for QML and JavaScript languages.
Qt Quick A declarative framework for building highly dynamic
applications with custom user interfaces.
Qt Quick Controls 2 Provides lightweight QML types for creating
performant user interfaces for desktop, embedded,
and mobile devices.
Qt Quick Dialogs Types for creating and interacting with system
dialogs from a Qt Quick application.
Qt Quick Layouts Layouts are items that are used to arrange Qt Quick
2 based items in the user interface.
Qt Quick Test A unit test framework for QML applications.
Qt SQL Classes for database integration using SQL.
Qt Test Classes for unit testing Qt applications and
libraries.
Qt Widgets Classes to extend Qt GUI with C++ widgets.
Active Qt Classes for applications which use ActiveX and COM
Qt 3D Functionality for near-realtime simulation systems
with support for 2D and 3D rendering.
Qt Android Extras Provides platform-specific APIs for Android.
Qt Bluetooth Provides access to Bluetooth hardware.
Qt Canvas 3D Enables OpenGL-like 3D drawing calls from Qt Quick
applications using JavaScript.
Qt Concurrent Classes for writing multi-threaded programs without
using low-level threading primitives.
Qt D-Bus Classes for inter-process communication over the
D-Bus protocol.
Qt Gamepad Enables Qt applications to support the use of gamepad
hardware.
Qt Graphical Effects Graphical effects for use with Qt Quick 2.
Qt Help Classes for integrating documentation into
applications, similar to Qt Assistant.
Qt Image Formats Plugins for additional image formats: TIFF,
MNG, TGA, WBMP.
Qt Location Displays map, navigation, and place content in a QML
application.
Qt Mac Extras Provides platform-specific APIs for macOS.
Qt Network Authorization Provides support for OAuth-based authorization to
online services.
Qt NFC Provides access to Near-Field communication (NFC)
hardware.
Qt Platform Headers Provides classes that encapsulate platform-specific
information.
Qt Positioning Provides access to position, satellite and area
monitoring classes.
Qt Print Support Classes to make printing easier and more portable.
Qt Purchasing Enables in-app purchase of products in Qt
applications.
Qt for Python Python bindings for Qt.
Qt Quick Controls Reusable Qt Quick based UI controls to create
classic desktop-style user interfaces.
Qt Quick Extras Provides a specialized set of controls that can
be used to build interfaces in Qt Quick.
Qt Quick Widgets Provides a C++ widget class for displaying a Qt
Quick user interface.
Qt SCXML Provides classes and tools for creating state
machines from SCXML files.
Qt Sensors Provides access to sensor hardware and motion
gesture recognition.
Qt Serial Bus Provides access to serial industrial bus interface.
Qt Serial Port Provides access to hardware and virtual serial ports.
Qt Speech Provides support for accessibility features such as
text-to-speech.
Qt SVG Classes for displaying the contents of SVG files.
Qt UI Tools Classes for loading QWidget based forms created in
Qt Designer dynamically, at runtime.
Qt WebChannel Provides access to QObject or QML objects from HTML
clients for seamless integration of Qt applications
with HTML/JavaScript clients.
Qt WebEngine Classes and functions for embedding web content in
applications using the Chromium browser project.
Qt WebSockets Provides WebSocket communication.
Qt WebView Displays web content in a QML application by using
APIs native to the platform.
Qt Windows Extras Provides platform-specific APIs for Windows.
Qt X11 Extras Provides platform-specific APIs for X11.
Qt XML C++ implementations of SAX and DOM.
Qt XML Patterns Support for XPath, XQuery, XSLT and XML schema
validation.
Qt Wayland Compositor Provides a framework to develop a Wayland compositor.
Qt Charts UI Components for displaying charts.
Qt Data Visualization UI Components for creating 3D data visualizations.
Qt Virtual Keyboard A framework for implementing different input methods
as well as a QML virtual keyboard.
1b. Licenses software – Embedded software development libraries
Module Description
Boot 2 Qt stack Yocto based Embedded Linux stack for selected
target hardware.
Qt OTA Client-side capability for device image updates Over
The Air.
Device Utilities Collection of API’s to manage the device; E.g.
display, WiFi and Bluetooth settings.
Qt Debugging Bridge (QDB) Daemon Enables host-target deployment, debugging,
profiling and other features over USB. Up to developer
to decide if this is left in the final solution.
1c. Licensed Software - Qt Tools/Applications
Tool Description
Qt Creator The integrated development environment for Qt.
Qt Designer Qt tool for designing and building graphical user
interfaces.
Qt Linguist Tool used to add translations to Qt applications.
Qt Assistant Tool for viewing online documentation in Qt
help-file format.
Qmake Utility tool used to automate the generation of make
files.
uic User interface compiler for the Qt GUI toolkit.
rcc Resource compiler used for embedding resources into
Qt applications.
lupdate Tool that finds the translatable strings in the
specified source, header and Qt Designer interface
files, and produces or updates translation files.
lrelease Tool that produces translation files in the compact
binary format used by localized Qt applications.
qlalr Qt parser generator tool.
qdoc Configurable documentation generation tool.
qmlscene QML launcher tool.
qmlviewer QML launcher tool.
1d. Licenses software –Qt Tools/Applications specific to embedded software
development
Tool Description
Target toolchains Cross compilation toolchains for supported target
devices and operating systems.
Qt Debugging Bridge (QDB) Enables deployment, debugging, profiling and other
Host Tools features over USB from development host PC to target
device.
qtconfig-gui Qt Lite Configurator tool graphical interface.
Qt Emulator Qt Emulator
2. Parts of the Licensed Software that are permitted for distribution in
object-code form only (“Redistributables”) under this Agreement:
2a. Qt for Application Development
- The Licensed Software's Qt Toolkit libraries defined in 1a
- The Licensed Software's installer framework
2b. Qt for Device Creation
- Qt for Application Development Redistributables defined in 2a
- The Licensed Software’s Embedded software development libraries defined
in 1b
2c. Qt 3D Studio
- The Licensed Software’s Qt 3D Studio Runtime (“Qt53DStudioRuntime2”)
APPENDIX 3: ADDITIONS TO LICENSED SOFTWARE
1. Licensed Software
In addition to what is provided under the definition of the Licensed Software,
Parties agree that Licensed Software shall also include the following additional
software products of The Qt Company if included in the quote / invoice:
Additional software product Description
Qt for Automation A collection of software components and
libraries targeted for the development of
automation systems.
Qt Safe Renderer Provides a UI rendering component that can be
used to render safety- critical items as well
as documentation and certification artifacts.
Qt Application Manager Daemon, that helps to create embedded Linux
systems that have a highly complex UI setup.
GammaRay A software introspection tool for Qt
applications.
2. Parts of the Licensed Software that are permitted for distribution in
object-code form only (“Redistributables”) under this Agreement:
- Qt for Automation The Licensed Software’s Qt for Automation
libraries defined in 1
- Qt Safe Renderer The Licensed Software’s Qt Safe Renderer
libraries defined in 1
- Qt Application Manager The Licensed Software’s Qt Application Manager
libraries defined in 1
All the above is considered as Redistributables and subject to applicable
provisions and limitations including but not limited to what is defined in
section 3.
APPENDIX 4: SMALL BUSINESS AND START-UP APPENDIX
The provisions of this Appendix 4 are applicable for Start-up Companies and for
the Evaluation Term.
For the purpose of this Appendix 4, the following additional definitions shall
be applicable:
“Trial Term” shall mean a period of twelve (12) months.
“Start-up Company” means a company with a maximum annual revenue, including
funding, equivalent to 100,000 USD (in applicable currency) during a respective
calendar year, as evidenced by duly audited records of the Licensee and approved
by The Qt Company.
During the Trial Term, Section 3 shall apply with following modifications
(“Trial Term Modifications”):
- Licenses granted under Sections 3.1 and 3.2 shall be free of any charge.
For clarity, License for distribution of Devices pursuant to Section 3.3 is
subject to applicable License Fee for necessary Distribution Licenses;
- Development License under Section 3.1 is limited to a maximum of three (3)
Designated Users; and
- Support is available subject to availability, as judged by The Qt Company
at its free and absolute discretion, provided that support will be limited
to a maximum of ten (10) tickets during the Trial Term.
Upon expiry of the Trial Term:
a) This Appendix 4 is terminated, Trial Term Modifications cease to remain in
force, Licensee’s Development Licenses shall be automatically converted
into licenses subject to a License Fee (in the amount specified in the
quote or in Appendix 2 and payable with a 30-day payment term) and
Licensee’s rights and obligations under this Agreement shall continue to
remain in force under the standard provisions of the Agreement, unless the
Licensee notifies The Qt Company in writing no less than ninety (90) days
before such expiry date that Licensee does not agree to such continuance,
in which event the Agreement, and all rights of the Licensee thereunder,
shall expire; provided however that
b) in the event the Licensee still qualifies as a Start-up Company, the
Licensee has an option (“Option”), instead of what is stated in item a)
above, to extend the Trial Term renewal is limited to one time and total
duration of Trial Terms thus to 24 months after the effective date.
Licensee shall notify The Qt Company in writing no less than ninety (90)
days before the expiry date, if Licensee wish to exercise the Option.
APPENDIX 5: NON-COMMERCIAL USE APPENDIX
The provisions of this Appendix 5 are applicable for non-commercial use of the
Licensed Software by the Licensee. For the purpose of this Appendix 5, the
following additional definitions (replacing the relevant definition of the
Agreement, where applicable) shall be applicable:
“Demo Units” shall mean
(i) hardware development platform, which incorporates the Licensed
Software along with Licensee’s software and/or hardware, and
(ii) prototype versions of Applications or Devices.
“Designated User(s)” shall mean the employees and students of the Licensee.
“Licensee Products” shall mean Applications and/or Devices.
“Permitted Purpose” shall mean
(i) Licensee’s internal evaluation and testing of Licensed Software,
(ii) building Demo Units as well as
(iii) educational use.
“Term” shall mean a period of twelve (12) months or any such other period as
may be agreed between the Parties.
For the purpose of this Appendix 5, the following changes shall be agreed with
respect to relevant Sections of the Agreement:
I. Recital (A) shall be replaced in its entirety to read as follows: “(A)
Licensee wishes to use the Licensed Software for the Permitted Purpose.”
II. Section 3.1 shall be replaced in its entirety to read as follows: “The
Qt Company grants to Licensee a personal, non-exclusive,
non-transferable, revocable, royalty-free license, valid for the Term,
to use, modify and copy the Licensed Software solely for the Permitted
Purpose. Licensee may install copies of the Licensed Software on an
unlimited number of computers provided that only Designated Users may
use the Licensed Software. Licensee may demonstrate the Demo Units,
provided that such demonstrations must be conducted by Licensee, and
the Demo Units must remain in Licensee’s possession and under
Licensee’s control at all times. For clarity, this Agreement does not
(i) entitle Licensee to use Licensed Software to create Applications
or Devices (other than prototypes thereof) or
(ii) carry any distribution rights to Licensee, but such rights are
subject to and conditional upon conclusion of a separate
license agreement with The Qt Company.”
III. Sections 3.2, 3.3, 8 and 10 shall be deleted.
IV. Section 3.4 shall be replaced in its entirety to read as follows:
“Licensee shall not:
- remove or alter any copyright, trademark or other proprietary
rights notice contained in any portion of the Licensed Software;
- transfer, publish, sublicense, disclose, display or otherwise make
the Licensed Software available to any third party (except that
Licensee may demonstrate the Demo Units pursuant to Section 3.1);
- in any way combine, incorporate or integrate Licensed Software
with, or use Licensed Software for creation of, any software
created with or incorporating Open Source Qt;
- Licensee shall cause all Designated Users who make use of the
licenses granted under this Agreement, to be contractually bound to
comply with the relevant terms of this Agreement and not to use the
Licensed Software beyond the terms hereof. Licensee shall be
responsible for any and all actions and omissions of its Designated
Users relating to the Licensed Software and use thereof. Any use
of Licensed Software beyond the provisions of this Agreement is
strictly prohibited and requires an additional license from The Qt
Company.”
V. Section 12 shall be replaced in its entirety to read as follows: “This
Agreement shall enter into force upon due acceptance by both Parties
and remain in force for the Term, unless and until terminated pursuant
to the terms of Section 12. Upon termination of the Agreement, Licensee
shall cease using the Licensed Software. All other copies of Licensed
Software in the possession or control of Licensee must be erased or
destroyed. An officer of Licensee must, upon request, promptly deliver
to The Qt Company a written confirmation that this has occurred.”
Except for the modifications specified above, this Appendix carries no change to
the terms of the Agreement, which shall remain in full force.
APPENDIX 8: QT FOR DEVICE CREATION MCU APPENDIX
This Appendix 8 shall be applicable in case the Licensee and/or respective
Designated User have purchased Qt for Device Creation MCU, either as an
add-on or standalone package. In case Qt for Device Creation MCU is purchased
as an addition to Qt for Device Creation, this appendix is an addition to
Appendix 1. In any other case, this appendix replaces Appendix 1.
1a. Licensed Software - Qt Toolkit
Module Description
Qt Quick Controls 2 Provides lightweight QML types for creating
performant user interfaces for desktop, embedded,
and mobile devices.
1b. Licensed software – Embedded software development libraries
Module Description
Qt Quick Ultralite Qt Quick Ultralite (QUL) rendering engine and sample
source codes.
Qt Quick Ultralite Platform adaptations including OS support that allow
Platform Adaptations applications on QUL to run on microcontrollers
1c. Licensed Software - Qt Tools/Applications
Tool Description
Qt Creator The integrated development environment for Qt.
Qt Designer Qt tool for designing and building graphical user
interfaces.
Qt Linguist Tool used to add translations to Qt applications.
Qt Assistant Tool for viewing online documentation in Qt help-file
format.
lupdate Tool that finds the translatable strings in the
specified source, header and Qt Designer interface
files, and produces or updates translation files.
lrelease Tool that produces translation files in the compact
binary format used by localized Qt applications.
1d. Licensed software – Qt Tools/Applications specific to embedded software
development
Tool Description
Target toolchains Cross compilation toolchains for supported target
devices and operating systems.
qmlinterfaceextractor Tool to generate QML from header file.
qml2cpp Tool to convert QML to C++ files.
fontcompiler Tool to compile font meta data and True Type fonts.
2. Parts of the Licensed Software that are permitted for distribution in
object-code form only (“Redistributables”) under this Agreement:
- The Licensed Software’s Embedded software development libraries
defined in 1b.
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