2019-12-17 07:56:31 +00:00
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QT LICENSE AGREEMENT
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2021-11-22 13:05:47 +00:00
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Agreement version 4.3
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2019-11-18 07:24:33 +00:00
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2019-12-17 07:56:31 +00:00
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This Qt License Agreement ("Agreement") is a legal agreement for the licensing
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2019-11-18 07:24:33 +00:00
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of Licensed Software (as defined below) between The Qt Company (as defined
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below) and the Licensee who has accepted the terms of this Agreement by
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downloading or using the Licensed Software and/or as defined herein:
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Capitalized terms used herein are defined in Section 1.
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WHEREAS:
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(A) Licensee wishes to use the Licensed Software for the purpose of
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developing and distributing Applications and/or Devices (each as
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defined below); and
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(B) The Qt Company is willing to grant the Licensee a right to use
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Licensed Software for such a purpose pursuant to term and conditions
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of this Agreement.
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NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:
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1. DEFINITIONS
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"Affiliate" of a Party shall mean an entity (i) which is directly
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or indirectly controlling such Party; (ii) which is under the same direct or
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indirect ownership or control as such Party; or (iii) which is directly or
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indirectly owned or controlled by such Party. For these purposes, an entity
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shall be treated as being controlled by another if that other entity has fifty
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percent (50 %) or more of the votes in such entity, is able to direct its
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affairs and/or to control the composition of its board of directors or
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equivalent body.
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"Add-on Products" shall mean The Qt Company's specific add-on software products
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(for example Qt Safe Renderer, Qt for Automation, Qt Application Manager), which
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are not licensed as part of The Qt Company's standard offering, but shall be
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included into the scope of Licensed Software only if so specifically agreed
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between the Parties.
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"Applications" shall mean Licensee's software products created using the
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Licensed Software, which may include the Redistributables, or part thereof.
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"Contractor(s)" shall mean third party consultants, distributors and contractors
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performing services to the Licensee under applicable contractual arrangement.
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"Customer(s)" shall mean Licensee's end users to whom Licensee, directly or
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indirectly, distributes copies of the Redistributables.
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"Data Protection Legislation" shall mean the General Data Protection Regulation
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(EU 2016/679) (GDPR) and any national implementing laws, regulations and
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secondary legislation, as may be amended or updated from time to time, as well
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as any other data protection laws or regulations applicable in relevant
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territory.
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"Deployment Platforms" shall mean operating systems and/or hardware specified
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in the License Certificate, on which the Redistributables can be distributed
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pursuant to the terms and conditions of this Agreement.
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"Designated User(s)" shall mean the employee(s) of Licensee or Licensee's
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Affiliates acting within the scope of their employment or Licensee's Contractors
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acting within the scope of their services for Licensee and on behalf of
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Licensee. Designated Users shall be named in the License Certificate.
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"Development License" shall mean the license needed by the Licensee for each
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Designated User to use the Licensed Software under the license grant described
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in Section 3.1 of this Agreement. Development Licenses are available per
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respective Licensed Software products, each product having its designated scope
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and purpose of use. Distribution Licenses are always connected to Qt for Device
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Creation product and Qt for MCUs product only.
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"Development Platforms" shall mean those operating systems specified in the
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License Certificate, in which the Licensed Software can be used under the
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Development License, but not distributed in any form or used for any other purpose.
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"Devices" shall mean hardware devices or products that 1) are manufactured
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and/or distributed by the Licensee or its Affiliates or Contractors, and (2)(i)
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incorporate or integrate the Redistributables or parts thereof; or (ii) where
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the main user interface or substantial functionality of such unit , when used by
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a Customer, is provided by Application(s) or otherwise depends on the Licensed
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Software, regardless of whether the Redistributables are distributed together
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with the hardware or not. Devices covered with this Agreement shall be specified
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in Appendix 2 or in a quote.
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"Distribution License(s)" shall mean the license required for any kind of sale,
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trade, exchange, loan, lease, rental or other distribution by or on behalf of
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Licensee to a third party of Redistributables in connection with Devices
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pursuant to license grant described in Section 3.3 of this Agreement.
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"Distribution License Packs" shall mean set of prepaid Distribution Licenses for
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distribution of Redistributables, as defined in The Qt Company's standard price
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list, quote, Purchase Order confirmation or in an appendix hereto, as the case
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may be.
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"Intellectual Property Rights" shall mean patents (including utility models),
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design patents, and designs (whether or not capable of registration), chip
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topography rights and other like protection, copyrights, trademarks, service
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marks, trade names, logos or other words or symbols and any other form of
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statutory protection of any kind and applications for any of the foregoing as
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well as any trade secrets.
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"License Certificate" shall mean a certificate generated by The Qt Company for
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each Designated User respectively upon them downloading the Licensed Software,
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which will be available under respective Designated User's Qt Account at
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account.qt.io. License Certificates will specify the Designated User, the
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Development Platforms, Deployment Platforms and the License Term. Such terms are
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considered part of the licenses granted hereunder and shall be updated from time
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to time to reflect any agreed changes to the foregoing terms relating to
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Designated User's rights to the Licensed Software.
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"License Fee" shall mean the fee charged to the Licensee for rights granted
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under the terms of this Agreement.
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"License Term" shall mean the agreed validity period of the Development License
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of the respective Designated User, during which time the Designated User is
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entitled to use the Licensed Software, as set forth in the respective License
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Certificate.
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"Licensed Software" shall mean either
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(i) Qt for Application Development or
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(ii) Qt for Device Creation, and/or
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(iii) Qt 3D Studio, and/or
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(iv) Qt Design Studio, and/or
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(v) Qt for MCUs, and/or
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(vi) selected Add-on Products, if any,
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depending on which product(s) the Licensee has purchased under this Agreement,
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as well as corresponding online or electronic documentation, associated media
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and printed materials, including the source code (where applicable), example
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programs and the documentation, licensed to the Licensee under this Agreement.
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Licensed Software does not include Third Party Software (as defined in
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Section 4) or Open Source Qt. The Qt Company may, in the course of its
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development activities, at its free and absolute discretion and without any
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obligation to send or publish any notifications to the Licensee or in general,
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make changes, additions or deletions in the components and functionalities of
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the Licensed Software, provided that no such changes, additions or deletions
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will affect the already released version of the Licensed Software, but only
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upcoming version(s).
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"Licensee" shall mean the individual or legal entity that is party to this
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Agreement, as identified on the signature page hereof.
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"Licensee's Records" shall mean books and records that are likely to contain
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information bearing on Licensee's compliance with this Agreement, Licensee's use
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of Open Source Qt and/or the payments due to The Qt Company under this
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Agreement, including, but not limited to user information, assembly logs, sales
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records and distribution records.
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"Modified Software" shall have the meaning as set forth in Section 2.3.
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"Online Services" shall mean any services or access to systems made available by
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The Qt Company to the Licensee over the Internet relating to the Licensed
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Software or for the purpose of use by the Licensee of the Licensed Software or
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Support. Use of any such Online Services is discretionary for the Licensee and
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some of them may be subject to additional fees.
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"Open Source Qt" shall mean the non-commercial Qt computer software products,
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licensed under the terms of the GNU Lesser General Public License, version 2.1
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or later ("LGPL") or the GNU General Public License, version 2.0 or later
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("GPL"). For clarity, Open Source Qt shall not be provided nor governed under
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this Agreement.
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"Party" or "Parties" shall mean Licensee and/or The Qt Company.
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"Permitted Combination" shall have the meaning as set forth in Section
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3.4(viii).
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"Pre-Release Code" shall have the meaning as set forth in Section 4.
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"Prohibited Combination" shall mean any means to (i) use, combine, incorporate,
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link or integrate Licensed Software with any software created with or
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incorporating Open Source Qt, (ii) use Licensed Software for creation of any
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software created with or incorporating Open Source Qt, or (iii) incorporate or
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integrate Applications into a hardware device or product other than a Device.
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"Qt 3D Studio" shall mean The Qt Company's productized offering, which consist
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of all versions of modules and tools as set forth in Appendix 1.
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"Qt Design Studio" shall mean The Qt Company's productized offering, which
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consist of all versions of modules and tools as set forth in Appendix 1.
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"Qt for Application Development" shall mean The Qt Company's productized
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offering, which consist of all versions of modules and tools as set forth in
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Appendix 1.
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"Qt for Device Creation" shall mean The Qt Company's productized offering,
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which consist of all versions of modules and tools as set forth in Appendix 1.
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"Qt for MCUs" shall mean The Qt Company's productized offering, which consist
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of all versions of modules and tools as set forth in Appendix 1.
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"Redistributables" shall mean the portions of the Licensed Software set forth
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in Appendix 1 that may be distributed pursuant to the terms of this Agreement
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in object code form only, including any relevant documentation. Where
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relevant, any reference to Licensed Software in this Agreement shall include
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and refer also to Redistributables.
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"Renewal Term" shall mean an extension of previous License Term as agreed
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between the Parties.
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"Submitted Modified Software" shall have the meaning as set forth in Section
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2.3.
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"Support" shall mean standard developer support that is provided by The Qt
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Company to assist Designated Users in using the Licensed Software in accordance
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with The Qt Company's standard support terms available at
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https://www.qt.io/terms-conditions/ and as further defined in Section 8
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hereunder.
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"Taxes" shall have the meaning set forth in Section 10.5.
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"Term" shall have the meaning set forth in Section 12.
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"The Qt Company" shall mean:
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(i) in the event Licensee is an individual residing in the United States
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or a legal entity incorporated in the United States or having its
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headquarters in the United States, The Qt Company Inc., a
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Delaware corporation with its office at 2350 Mission College Blvd.,
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Suite 1020, Santa Clara, CA 95054, USA.; or
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(ii) in the event the Licensee is an individual residing outside of the
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United States or a legal entity incorporated outside of the United
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States or having its registered office outside of the United States,
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The Qt Company Ltd., a Finnish company with its registered office
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at Bertel Jungin aukio D3A, 02600 Espoo, Finland.
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"Third-Party Software" shall have the meaning set forth in Section 4.
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"Updates" shall mean a release or version of the Licensed Software containing
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bug fixes, error corrections and other changes that are generally made available
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to users of the Licensed Software that have contracted for Support. Updates are
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generally depicted as a change to the digits following the decimal in the
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Licensed Software version number. The Qt Company shall make Updates available to
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the Licensee under the Support. Updates shall be considered as part of the
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Licensed Software hereunder.
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"Upgrades" shall mean a release or version of the Licensed Software containing
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enhancements and new features and are generally depicted as a change to the
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first digit of the Licensed Software version number. In the event Upgrades are
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provided to the Licensee under this Agreement, they shall be considered as part
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of the Licensed Software hereunder.
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2. OWNERSHIP
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2.1. Ownership of The Qt Company
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The Licensed Software is protected by copyright laws and international copyright
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treaties, as well as other intellectual property laws and treaties. The Licensed
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Software is licensed, not sold.
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All of The Qt Company's Intellectual Property Rights are and shall remain the
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exclusive property of The Qt Company or its licensors respectively.
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2.2. Ownership of Licensee
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All the Licensee's Intellectual Property Rights are and shall remain the
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exclusive property of the Licensee or its licensors respectively.
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All Intellectual Property Rights to the Modified Software, Applications and Devices
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shall remain with the Licensee and no rights thereto shall be granted by the
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Licensee to The Qt Company under this Agreement (except as set forth in Section
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2.3 below).
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2.3. Modified Software
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Licensee may create bug-fixes, error corrections, patches or modifications to
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the Licensed Software ("Modified Software"). Such Modified Software may break
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the source or binary compatibility with the Licensed Software (including without
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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.
|
2019-11-18 07:24:33 +00:00
|
|
|
|
|
|
|
Licensee may, at its sole and absolute discretion, choose to submit Modified
|
2019-12-17 07:56:31 +00:00
|
|
|
Software to The Qt Company ("Submitted Modified Software") in connection with
|
2021-11-22 13:05:47 +00:00
|
|
|
Licensee's Support request, service request or otherwise. In the event Licensee
|
|
|
|
does so, then, Licensee hereby grants The Qt Company a sublicensable,
|
2019-11-18 07:24:33 +00:00
|
|
|
assignable, irrevocable, perpetual, worldwide, non-exclusive, royalty-free and
|
2021-11-22 13:05:47 +00:00
|
|
|
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.
|
2019-11-18 07:24:33 +00:00
|
|
|
|
|
|
|
3. LICENSES GRANTED
|
2021-11-22 13:05:47 +00:00
|
|
|
|
2019-12-17 07:56:31 +00:00
|
|
|
3.1. Development with Licensed Software
|
2019-11-18 07:24:33 +00:00
|
|
|
Subject to the terms of this Agreement, The Qt Company grants to Licensee a
|
2021-11-22 13:05:47 +00:00
|
|
|
worldwide, non-exclusive, non-transferable license, valid for the License Term,
|
|
|
|
to use, modify and copy the Licensed Software by Designated Users on the
|
2019-11-18 07:24:33 +00:00
|
|
|
Development Platforms for the sole purposes of designing, developing,
|
2021-11-22 13:05:47 +00:00
|
|
|
demonstrating and testing Application(s) and/or Devices, and to provide thereto
|
|
|
|
related support and other related services to end-user Customers. Each
|
|
|
|
Application and/or Device can only include, incorporate or integrate code
|
|
|
|
generated under this Agreement by such Designated Users who are duly licensed
|
|
|
|
for the applicable Development Platform(s) and Deployment Platform(s) (i.e have
|
|
|
|
a valid license for the appropriate Licensed Software product).
|
2019-11-18 07:24:33 +00:00
|
|
|
|
|
|
|
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
|
2019-12-17 07:56:31 +00:00
|
|
|
shall be automatically extended to one or more Renewal Term(s), unless and
|
2021-11-22 13:05:47 +00:00
|
|
|
until either Party notifies the other Party in writing, or any other method
|
|
|
|
acceptable to The Qt Company, that it does not wish to continue the License
|
|
|
|
Term, such notification to be provided to the other Party no less than thirty
|
|
|
|
(30) 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.
|
2019-11-18 07:24:33 +00:00
|
|
|
|
|
|
|
Any such Renewal Term shall be subject to License Fees agreed between the
|
2021-11-22 13:05:47 +00:00
|
|
|
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.
|
2019-11-18 07:24:33 +00:00
|
|
|
|
2021-11-22 13:05:47 +00:00
|
|
|
Any price or other term specified for a Renewal Term shall be valid only for the
|
|
|
|
specified time.
|
2019-12-17 07:56:31 +00:00
|
|
|
|
2021-11-22 13:05:47 +00:00
|
|
|
The Qt Company may either request the Licensee to place a purchase order
|
|
|
|
corresponding to a quote by The Qt Company, or uses Licensees stored Credit
|
|
|
|
Card information in the QtAccount to automatically charge the Licensee for the
|
|
|
|
relevant Renewal Term.
|
2019-11-18 07:24:33 +00:00
|
|
|
|
|
|
|
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
|
2021-11-22 13:05:47 +00:00
|
|
|
the respective notification from The Qt Company and/or the respective License
|
|
|
|
Fee paid by due date specified in The Qt Company's respective invoice, The Qt
|
2019-12-17 07:56:31 +00:00
|
|
|
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.
|
2019-11-18 07:24:33 +00:00
|
|
|
|
|
|
|
In the event Licensee chooses not to renew a Development License for a Renewal
|
2021-11-22 13:05:47 +00:00
|
|
|
Term by notifying The Qt Company thereof no less than thirty (30) days before
|
2019-12-17 07:56:31 +00:00
|
|
|
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
|
2021-11-22 13:05:47 +00:00
|
|
|
period a Development License shall be subject to applicable License Fees for
|
|
|
|
a new Development License and not any Renewal Term License Fees.
|
2019-12-17 07:56:31 +00:00
|
|
|
|
|
|
|
3.2. Distribution of Applications
|
2021-11-22 13:05:47 +00:00
|
|
|
Subject to the terms of this Agreement, The Qt Company grants to Licensee
|
|
|
|
a worldwide, non-exclusive, non-transferable, revocable (for cause pursuant to
|
2019-11-18 07:24:33 +00:00
|
|
|
this Agreement) right and license, valid for the Term, to
|
2021-11-22 13:05:47 +00:00
|
|
|
(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.
|
2019-11-18 07:24:33 +00:00
|
|
|
|
|
|
|
Right to distribute the Redistributables as part of an Application as provided
|
2019-12-17 07:56:31 +00:00
|
|
|
herein is not royalty-bearing but is conditional upon the Licensee not having
|
2019-11-18 07:24:33 +00:00
|
|
|
any unpaid License Fees for Development Licenses owed to The Qt Company at the
|
|
|
|
time of distribution of any Redistributables to Customers.
|
|
|
|
|
2019-12-17 07:56:31 +00:00
|
|
|
3.3. Distribution of Devices
|
2019-11-18 07:24:33 +00:00
|
|
|
Subject to the terms of this Agreement, The Qt Company grants to Licensee a
|
2019-12-17 07:56:31 +00:00
|
|
|
worldwide, non-exclusive, non-transferable, revocable (for cause pursuant to
|
2019-11-18 07:24:33 +00:00
|
|
|
this Agreement) right and license, valid for the Term, to
|
2021-11-22 13:05:47 +00:00
|
|
|
(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.
|
2019-11-18 07:24:33 +00:00
|
|
|
|
|
|
|
Right to distribute the Redistributables with Devices as provided herein is
|
|
|
|
conditional upon the Licensee (i) not having any unpaid License Fees for
|
2021-11-22 13:05:47 +00:00
|
|
|
Development Licenses owed to The Qt Company, and (ii) having purchased and paid
|
|
|
|
corresponding Distribution Licenses at the time of distribution of any
|
2019-11-18 07:24:33 +00:00
|
|
|
Redistributables to Customers.
|
|
|
|
|
2019-12-17 07:56:31 +00:00
|
|
|
3.4. Further Requirements
|
2019-11-18 07:24:33 +00:00
|
|
|
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:
|
2021-11-22 13:05:47 +00:00
|
|
|
(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 Licensed Software with any
|
|
|
|
Permitted Software;
|
|
|
|
(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.
|
2019-12-17 07:56:31 +00:00
|
|
|
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
|
2021-11-22 13:05:47 +00:00
|
|
|
|
2019-11-18 07:24:33 +00:00
|
|
|
The Licensed Software may provide links to third party libraries or code
|
2019-12-17 07:56:31 +00:00
|
|
|
(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.
|
2019-11-18 07:24:33 +00:00
|
|
|
|
|
|
|
5. PRE-RELEASE CODE
|
2021-11-22 13:05:47 +00:00
|
|
|
|
2019-11-18 07:24:33 +00:00
|
|
|
The Licensed Software may contain pre-release code and functionality, or sample
|
2021-11-22 13:05:47 +00:00
|
|
|
code marked or otherwise stated with appropriate designation such as "Technology
|
|
|
|
Preview", "Alpha", "Beta", "Sample" etc. ("Pre-Release Code").
|
2019-11-18 07:24:33 +00:00
|
|
|
|
2021-11-22 13:05:47 +00:00
|
|
|
Such Pre-Release Code may be present complimentary for the Licensee, in order to
|
|
|
|
provide experimental support or information for new platforms or preliminary
|
2019-11-18 07:24:33 +00:00
|
|
|
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
|
2021-11-22 13:05:47 +00:00
|
|
|
final, generally available, product offering. The Pre-Release Code may not
|
2019-11-18 07:24:33 +00:00
|
|
|
operate correctly, may contain errors and may be substantially modified by The
|
2019-12-17 07:56:31 +00:00
|
|
|
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
|
2019-11-18 07:24:33 +00:00
|
|
|
liability whatsoever regarding any Pre-Release Code, but any use thereof is
|
2019-12-17 07:56:31 +00:00
|
|
|
exclusively at Licensee's own risk and expense.
|
2019-11-18 07:24:33 +00:00
|
|
|
|
2021-11-22 13:05:47 +00:00
|
|
|
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.
|
2019-11-18 07:24:33 +00:00
|
|
|
|
|
|
|
6. LIMITED WARRANTY AND WARRANTY DISCLAIMER
|
2021-11-22 13:05:47 +00:00
|
|
|
|
2019-11-18 07:24:33 +00:00
|
|
|
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
|
2019-12-17 07:56:31 +00:00
|
|
|
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
|
2021-11-22 13:05:47 +00:00
|
|
|
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
|
2019-12-17 07:56:31 +00:00
|
|
|
Software under the terms of this Agreement.
|
2019-11-18 07:24:33 +00:00
|
|
|
|
|
|
|
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
|
2021-11-22 13:05:47 +00:00
|
|
|
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.
|
2019-11-18 07:24:33 +00:00
|
|
|
|
|
|
|
7. INDEMNIFICATION AND LIMITATION OF LIABILITY
|
2021-11-22 13:05:47 +00:00
|
|
|
|
2019-12-17 07:56:31 +00:00
|
|
|
7.1. Limitation of Liability
|
2019-11-18 07:24:33 +00:00
|
|
|
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
|
2021-11-22 13:05:47 +00:00
|
|
|
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.
|
2019-11-18 07:24:33 +00:00
|
|
|
|
2019-12-17 07:56:31 +00:00
|
|
|
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.
|
2019-11-18 07:24:33 +00:00
|
|
|
|
|
|
|
8. SUPPORT, UPDATES AND ONLINE SERVICES
|
2021-11-22 13:05:47 +00:00
|
|
|
|
2019-11-18 07:24:33 +00:00
|
|
|
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
|
2019-12-17 07:56:31 +00:00
|
|
|
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.
|
2019-11-18 07:24:33 +00:00
|
|
|
|
2019-12-17 07:56:31 +00:00
|
|
|
Unless otherwise agreed, The Qt Company shall not be responsible for providing
|
|
|
|
any service or support to Customers.
|
2019-11-18 07:24:33 +00:00
|
|
|
|
|
|
|
9. CONFIDENTIALITY
|
2021-11-22 13:05:47 +00:00
|
|
|
|
2019-11-18 07:24:33 +00:00
|
|
|
Each Party acknowledges that during the Term of this Agreement each Party may
|
2019-12-17 07:56:31 +00:00
|
|
|
receive information about the other Party's business, business methods,
|
|
|
|
business plans, customers, business relations, technology, and other
|
2021-11-22 13:05:47 +00:00
|
|
|
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.
|
2019-12-17 07:56:31 +00:00
|
|
|
|
|
|
|
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
|
2021-11-22 13:05:47 +00:00
|
|
|
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
|
2019-12-17 07:56:31 +00:00
|
|
|
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.
|
2019-11-18 07:24:33 +00:00
|
|
|
|
|
|
|
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
|
2021-11-22 13:05:47 +00:00
|
|
|
secrets, for so long as such trade secrets are protected under applicable
|
|
|
|
trade secret laws.
|
2019-11-18 07:24:33 +00:00
|
|
|
|
|
|
|
10. FEES, DELIVERY AND PAYMENT
|
2021-11-22 13:05:47 +00:00
|
|
|
|
2019-12-17 07:56:31 +00:00
|
|
|
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.
|
2019-11-18 07:24:33 +00:00
|
|
|
|
2019-12-17 07:56:31 +00:00
|
|
|
The License Fees shall not be refunded or claimed as a credit in any event or
|
|
|
|
for any reason whatsoever.
|
2019-11-18 07:24:33 +00:00
|
|
|
|
2019-12-17 07:56:31 +00:00
|
|
|
10.2. Ordering Licenses
|
|
|
|
Licensee may purchase Development Licenses and Distribution Licenses pursuant
|
2021-11-22 13:05:47 +00:00
|
|
|
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.
|
2019-12-17 07:56:31 +00:00
|
|
|
|
2019-11-18 07:24:33 +00:00
|
|
|
Licensee shall submit all purchase orders for Development Licenses and
|
2021-11-22 13:05:47 +00:00
|
|
|
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.
|
2019-11-18 07:24:33 +00:00
|
|
|
|
2019-12-17 07:56:31 +00:00
|
|
|
10.3. Distribution License Packs
|
2019-11-18 07:24:33 +00:00
|
|
|
Unless otherwise agreed, Distribution Licenses shall be purchased by way of
|
2019-12-17 07:56:31 +00:00
|
|
|
Distribution License Packs.
|
|
|
|
|
2021-11-22 13:05:47 +00:00
|
|
|
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.
|
2019-12-17 07:56:31 +00:00
|
|
|
|
|
|
|
Each time Licensee distributes a copy of Redistributables, then one
|
2021-11-22 13:05:47 +00:00
|
|
|
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.
|
2019-12-17 07:56:31 +00:00
|
|
|
|
|
|
|
10.4. Payment Terms
|
2019-11-18 07:24:33 +00:00
|
|
|
License Fees and any other charges under this Agreement shall be paid by
|
2019-12-17 07:56:31 +00:00
|
|
|
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.
|
2019-11-18 07:24:33 +00:00
|
|
|
|
2019-12-17 07:56:31 +00:00
|
|
|
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.
|
2019-11-18 07:24:33 +00:00
|
|
|
|
2019-12-17 07:56:31 +00:00
|
|
|
10.5. Taxes
|
|
|
|
All License Fees and other charges payable hereunder are gross amounts but
|
2021-11-22 13:05:47 +00:00
|
|
|
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.
|
2019-12-17 07:56:31 +00:00
|
|
|
|
|
|
|
11. RECORD-KEEPING AND REPORTING OBLIGATIONS; AUDIT RIGHTS
|
2021-11-22 13:05:47 +00:00
|
|
|
|
2019-12-17 07:56:31 +00:00
|
|
|
11.1. Licensee's Record-keeping
|
2021-11-22 13:05:47 +00:00
|
|
|
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.
|
2019-11-18 07:24:33 +00:00
|
|
|
|
2019-12-17 07:56:31 +00:00
|
|
|
11.2. The Qt Company's Audit Rights
|
2021-11-22 13:05:47 +00:00
|
|
|
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.
|
2019-12-17 07:56:31 +00:00
|
|
|
|
|
|
|
12. TERM AND TERMINATION
|
|
|
|
12.1. Agreement Term
|
2021-11-22 13:05:47 +00:00
|
|
|
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.
|
2019-11-18 07:24:33 +00:00
|
|
|
|
2019-12-17 07:56:31 +00:00
|
|
|
12.2. Termination and suspension of rights
|
2021-11-22 13:05:47 +00:00
|
|
|
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.
|
2019-12-17 07:56:31 +00:00
|
|
|
|
|
|
|
Instead of termination, The Qt Company shall have the right to suspend or
|
2021-11-22 13:05:47 +00:00
|
|
|
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.
|
2019-11-18 07:24:33 +00:00
|
|
|
|
2019-12-17 07:56:31 +00:00
|
|
|
12.3. Mutual Right to Terminate
|
2021-11-22 13:05:47 +00:00
|
|
|
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
|
2019-12-17 07:56:31 +00:00
|
|
|
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:
|
2021-11-22 13:05:47 +00:00
|
|
|
(i) as a result of The Qt Company choosing not to renew the Development
|
|
|
|
License(s) as set forth in Section 3.1, and where such decision of
|
|
|
|
non-renewal is not due to any ongoing breach or alleged breach (as
|
|
|
|
reasonably determined by The Qt Company) by Licensee of the terms of this
|
|
|
|
Agreement or any applicable license terms of Open Source Qt, 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.
|
2019-12-17 07:56:31 +00:00
|
|
|
|
|
|
|
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
|
2021-11-22 13:05:47 +00:00
|
|
|
Customers to continue use of Applications and Devices (and therein
|
|
|
|
incorporated Redistributables).
|
2019-12-17 07:56:31 +00:00
|
|
|
|
|
|
|
12.5. Extension in case of bankruptcy
|
2021-11-22 13:05:47 +00:00
|
|
|
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.
|
2019-11-18 07:24:33 +00:00
|
|
|
|
|
|
|
13. GOVERNING LAW AND LEGAL VENUE
|
2021-11-22 13:05:47 +00:00
|
|
|
|
2019-11-18 07:24:33 +00:00
|
|
|
In the event this Agreement is in the name of The Qt Company Inc., a Delaware
|
|
|
|
Corporation, then:
|
2021-11-22 13:05:47 +00:00
|
|
|
(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.
|
2019-11-18 07:24:33 +00:00
|
|
|
|
|
|
|
In the event this Agreement is in the name of The Qt Company Ltd., a Finnish
|
|
|
|
Company, then:
|
2021-11-22 13:05:47 +00:00
|
|
|
(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.
|
2019-11-18 07:24:33 +00:00
|
|
|
|
|
|
|
14. GENERAL PROVISIONS
|
2021-11-22 13:05:47 +00:00
|
|
|
|
2019-12-17 07:56:31 +00:00
|
|
|
14.1. No Assignment
|
2019-11-18 07:24:33 +00:00
|
|
|
Except in the case of a merger or sale of substantially all of its corporate
|
2021-11-22 13:05:47 +00:00
|
|
|
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.
|
2019-12-17 07:56:31 +00:00
|
|
|
|
|
|
|
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
|
2021-11-22 13:05:47 +00:00
|
|
|
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.
|
2019-12-17 07:56:31 +00:00
|
|
|
|
|
|
|
In the event of any conflict or inconsistency between this Agreement and any
|
2021-11-22 13:05:47 +00:00
|
|
|
Purchase Order, the terms of this Agreement will prevail over the terms of
|
|
|
|
the Purchase Order with respect to such conflict or inconsistency.
|
2019-12-17 07:56:31 +00:00
|
|
|
|
2021-11-22 13:05:47 +00:00
|
|
|
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.
|
2019-12-17 07:56:31 +00:00
|
|
|
|
|
|
|
14.5. Modifications
|
2019-11-18 07:24:33 +00:00
|
|
|
No modification of this Agreement shall be effective unless contained in a
|
|
|
|
writing executed by an authorized representative of each Party. No term or
|
2019-12-17 07:56:31 +00:00
|
|
|
condition contained in Licensee's Purchase Order ("Deviating Terms") shall
|
|
|
|
apply unless The Qt Company has expressly agreed such Deviating Terms in
|
2021-11-22 13:05:47 +00:00
|
|
|
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."
|
2019-12-17 07:56:31 +00:00
|
|
|
|
|
|
|
14.6. Force Majeure
|
2021-11-22 13:05:47 +00:00
|
|
|
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.
|
2019-12-17 07:56:31 +00:00
|
|
|
|
|
|
|
14.7. Notices
|
2021-11-22 13:05:47 +00:00
|
|
|
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.
|
2019-12-17 07:56:31 +00:00
|
|
|
|
|
|
|
14.8. Export Control
|
|
|
|
Licensee acknowledges that the Redistributables, as incorporated in
|
2021-11-22 13:05:47 +00:00
|
|
|
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.
|
2019-12-17 07:56:31 +00:00
|
|
|
|
|
|
|
14.9. No Implied License
|
2021-11-22 13:05:47 +00:00
|
|
|
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.
|
2019-11-18 07:24:33 +00:00
|
|
|
|
2019-12-17 07:56:31 +00:00
|
|
|
14.10. Attorney Fees
|
2021-11-22 13:05:47 +00:00
|
|
|
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.
|
2019-11-18 07:24:33 +00:00
|
|
|
|
2019-12-17 07:56:31 +00:00
|
|
|
14.11. Privacy
|
2021-11-22 13:05:47 +00:00
|
|
|
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.
|
2019-12-17 07:56:31 +00:00
|
|
|
|
|
|
|
14.12. Severability
|
2021-11-22 13:05:47 +00:00
|
|
|
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.
|
2019-11-18 07:24:33 +00:00
|
|
|
|
2019-12-17 07:56:31 +00:00
|
|
|
APPENDICES
|
2019-11-18 07:24:33 +00:00
|
|
|
|
2021-11-22 13:05:47 +00:00
|
|
|
The Agreement includes Appendix 1, 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.
|
2019-11-18 07:24:33 +00:00
|
|
|
|
2019-12-17 07:56:31 +00:00
|
|
|
APPENDIX 1
|
2021-11-22 13:05:47 +00:00
|
|
|
|
|
|
|
The modules and/or tools that are included in the respective product - Qt
|
|
|
|
for Application Development (QtAD), Qt for Device Creation (QtDC), Qt for
|
|
|
|
MCUs (QtMCU), Qt 3D Studio (Qt3DS) and Qt Design Studio (QtDS) - are
|
|
|
|
marked with 'X' in the below table. The modules and tools are ported to Qt 6
|
|
|
|
in stages and are subject to availability.
|
|
|
|
|
|
|
|
Parts of the product that are permitted for distribution in object-code
|
|
|
|
form only ("Redistributables") are marked with 'R' in the below table.
|
|
|
|
|
|
|
|
+-----------------------------------------------------------------------+
|
|
|
|
| Modules / Tools | QtAD | QtDC | QtMCU | Qt3DS | QtDS |
|
|
|
|
+-----------------------------------------------------------------------+
|
|
|
|
| Qt Core | X, R | X, R | | | |
|
|
|
|
+-----------------------------------------------------------------------+
|
|
|
|
| Qt GUI | X, R | X, R | | | |
|
|
|
|
+-----------------------------------------------------------------------+
|
|
|
|
| Qt Multimedia | X, R | X, R | | | |
|
|
|
|
+-----------------------------------------------------------------------+
|
|
|
|
| Qt Multimedia Widgets | X, R | X, R | | | |
|
|
|
|
+-----------------------------------------------------------------------+
|
|
|
|
| Qt Network | X, R | X, R | | | |
|
|
|
|
+-----------------------------------------------------------------------+
|
|
|
|
| Qt PDF | X, R | X, R | | | |
|
|
|
|
+-----------------------------------------------------------------------+
|
|
|
|
| Qt QML | X, R | X, R | | | |
|
|
|
|
+-----------------------------------------------------------------------+
|
|
|
|
| Qt Quick | X, R | X, R | | | |
|
|
|
|
+-----------------------------------------------------------------------+
|
|
|
|
| Qt Quick Controls 2 | X, R | X, R | | | |
|
|
|
|
+-----------------------------------------------------------------------+
|
|
|
|
| Qt Quick Dialogs | X, R | X, R | | | |
|
|
|
|
+-----------------------------------------------------------------------+
|
|
|
|
| Qt Quick Layouts | X, R | X, R | | | |
|
|
|
|
+-----------------------------------------------------------------------+
|
|
|
|
| Qt Quick Test | X, R | X, R | | | |
|
|
|
|
+-----------------------------------------------------------------------+
|
|
|
|
| Qt SQL | X, R | X, R | | | |
|
|
|
|
+-----------------------------------------------------------------------+
|
|
|
|
| Qt Test | X, R | X, R | | | |
|
|
|
|
+-----------------------------------------------------------------------+
|
|
|
|
| Qt Widgets | X, R | X, R | | | |
|
|
|
|
+-----------------------------------------------------------------------+
|
|
|
|
| Active Qt | X, R | X, R | | | |
|
|
|
|
+-----------------------------------------------------------------------+
|
|
|
|
| Qt 3D | X, R | X, R | | | |
|
|
|
|
+-----------------------------------------------------------------------+
|
|
|
|
| Qt Android Extras | X, R | X, R | | | |
|
|
|
|
+-----------------------------------------------------------------------+
|
|
|
|
| Qt Bluetooth | X, R | X, R | | | |
|
|
|
|
+-----------------------------------------------------------------------+
|
|
|
|
| Qt Canvas 3D | X, R | X, R | | | |
|
|
|
|
+-----------------------------------------------------------------------+
|
|
|
|
| Qt Concurrent | X, R | X, R | | | |
|
|
|
|
+-----------------------------------------------------------------------+
|
|
|
|
| Qt D-Bus | X, R | X, R | | | |
|
|
|
|
+-----------------------------------------------------------------------+
|
|
|
|
| Qt Gamepad | X, R | X, R | | | |
|
|
|
|
+-----------------------------------------------------------------------+
|
|
|
|
| Qt Graphical Effects | X, R | X, R | | | |
|
|
|
|
+-----------------------------------------------------------------------+
|
|
|
|
| Qt Help | X, R | X, R | | | |
|
|
|
|
+-----------------------------------------------------------------------+
|
|
|
|
| Qt Image Formats | X, R | X, R | | | |
|
|
|
|
+-----------------------------------------------------------------------+
|
|
|
|
| Qt Location | X, R | X, R | | | |
|
|
|
|
+-----------------------------------------------------------------------+
|
|
|
|
| Qt Mac Extras | X, R | X, R | | | |
|
|
|
|
+-----------------------------------------------------------------------+
|
|
|
|
| Qt Network Authorization | X, R | X, R | | | |
|
|
|
|
+-----------------------------------------------------------------------+
|
|
|
|
| Qt NFC | X, R | X, R | | | |
|
|
|
|
+-----------------------------------------------------------------------+
|
|
|
|
| Qt Platform Headers | X, R | X, R | | | |
|
|
|
|
+-----------------------------------------------------------------------+
|
|
|
|
| Qt Positioning | X, R | X, R | | | |
|
|
|
|
+-----------------------------------------------------------------------+
|
|
|
|
| Qt Print Support | X, R | X, R | | | |
|
|
|
|
+-----------------------------------------------------------------------+
|
|
|
|
| Qt Purchasing | X, R | X, R | | | |
|
|
|
|
+-----------------------------------------------------------------------+
|
|
|
|
| Qt for Python | X, R | X, R | | | |
|
|
|
|
+-----------------------------------------------------------------------+
|
|
|
|
| Qt Quick Controls | X, R | X, R | | | |
|
|
|
|
+-----------------------------------------------------------------------+
|
|
|
|
| Qt Quick Extras | X, R | X, R | | | |
|
|
|
|
+-----------------------------------------------------------------------+
|
|
|
|
| Qt Quick Widgets | X, R | X, R | | | |
|
|
|
|
+-----------------------------------------------------------------------+
|
|
|
|
| Qt SCXML | X, R | X, R | | | |
|
|
|
|
+-----------------------------------------------------------------------+
|
|
|
|
| Qt Sensors | X, R | X, R | | | |
|
|
|
|
+-----------------------------------------------------------------------+
|
|
|
|
| Qt Serial Bus | X, R | X, R | | | |
|
|
|
|
+-----------------------------------------------------------------------+
|
|
|
|
| Qt Serial Port | X, R | X, R | | | |
|
|
|
|
+-----------------------------------------------------------------------+
|
|
|
|
| Qt Speech | X, R | X, R | | | |
|
|
|
|
+-----------------------------------------------------------------------+
|
|
|
|
| Qt SVG | X, R | X, R | | | |
|
|
|
|
+-----------------------------------------------------------------------+
|
|
|
|
| Qt UI Tools | X, R | X, R | | | |
|
|
|
|
+-----------------------------------------------------------------------+
|
|
|
|
| Qt WebChannel | X, R | X, R | | | |
|
|
|
|
+-----------------------------------------------------------------------+
|
|
|
|
| Qt WebEngine | X, R | X, R | | | |
|
|
|
|
+-----------------------------------------------------------------------+
|
|
|
|
| Qt WebSockets | X, R | X, R | | | |
|
|
|
|
+-----------------------------------------------------------------------+
|
|
|
|
| Qt WebView | X, R | X, R | | | |
|
|
|
|
+-----------------------------------------------------------------------+
|
|
|
|
| Qt Windows Extras | X, R | X, R | | | |
|
|
|
|
+-----------------------------------------------------------------------+
|
|
|
|
| Qt X11 Extras | X, R | X, R | | | |
|
|
|
|
+-----------------------------------------------------------------------+
|
|
|
|
| Qt XML | X, R | X, R | | | |
|
|
|
|
+-----------------------------------------------------------------------+
|
|
|
|
| Qt XML Patterns | X, R | X, R | | | |
|
|
|
|
+-----------------------------------------------------------------------+
|
|
|
|
| Qt Wayland Compositor | X, R | X, R | | | |
|
|
|
|
+-----------------------------------------------------------------------+
|
|
|
|
| Qt Charts | X, R | X, R | | | |
|
|
|
|
+-----------------------------------------------------------------------+
|
|
|
|
| Qt Data Visualization | X, R | X, R | | | |
|
|
|
|
+-----------------------------------------------------------------------+
|
|
|
|
| Qt Virtual Keyboard | X, R | X, R | | | |
|
|
|
|
+-----------------------------------------------------------------------+
|
|
|
|
| Boot 2 Qt stack | | X, R | | | |
|
|
|
|
+-----------------------------------------------------------------------+
|
|
|
|
| Qt OTA | | X, R | | | |
|
|
|
|
+-----------------------------------------------------------------------+
|
|
|
|
| Device Utilities | | X, R | | | |
|
|
|
|
+-----------------------------------------------------------------------+
|
|
|
|
| Qt Debugging Bridge (QDB) Daemon | | X, R | | | |
|
|
|
|
+-----------------------------------------------------------------------+
|
|
|
|
| Qt Quick Ultralite Controls | | | X, R | | |
|
|
|
|
+-----------------------------------------------------------------------+
|
|
|
|
| Qt Quick Ultralite | | | X, R | | |
|
|
|
|
+-----------------------------------------------------------------------+
|
|
|
|
| Qt Creator | X | X | X | | |
|
|
|
|
+-----------------------------------------------------------------------+
|
|
|
|
| Qt Designer (Qt Widget Designer) | X | X | | | |
|
|
|
|
+-----------------------------------------------------------------------+
|
|
|
|
| Qt Quick Designer (Qt Creator | X, R | X, R | X, R | | |
|
|
|
|
| plugin) | | | | | |
|
|
|
|
+-----------------------------------------------------------------------+
|
|
|
|
| Qt Linguist | X, R | X, R | X, R | | |
|
|
|
|
+-----------------------------------------------------------------------+
|
|
|
|
| Qt Assistant | X, R | X, R | X, R | | |
|
|
|
|
+-----------------------------------------------------------------------+
|
|
|
|
| Lupdate | X, R | X, R | X, R | | |
|
|
|
|
+-----------------------------------------------------------------------+
|
|
|
|
| Lrelease | X, R | X, R | X, R | | |
|
|
|
|
+-----------------------------------------------------------------------+
|
|
|
|
| Qmake | X | X | | | |
|
|
|
|
+-----------------------------------------------------------------------+
|
|
|
|
| Uic | X | X | | | |
|
|
|
|
+-----------------------------------------------------------------------+
|
|
|
|
| Rcc | X | X | | | |
|
|
|
|
+-----------------------------------------------------------------------+
|
|
|
|
| Qlalr | X | X | | | |
|
|
|
|
+-----------------------------------------------------------------------+
|
|
|
|
| Qdoc | X | X | | | |
|
|
|
|
+-----------------------------------------------------------------------+
|
|
|
|
| Qmlscene | X | X | | | |
|
|
|
|
+-----------------------------------------------------------------------+
|
|
|
|
| Qmlviewer | X | X | | | |
|
|
|
|
+-----------------------------------------------------------------------+
|
|
|
|
| Target toolchains | | X | X | | |
|
|
|
|
+-----------------------------------------------------------------------+
|
|
|
|
| Qt Debugging Bridge (QDB) Host | | X | | | |
|
|
|
|
| Tools | | | | | |
|
|
|
|
+-----------------------------------------------------------------------+
|
|
|
|
| qtconfig-gui | | X | | | |
|
|
|
|
+-----------------------------------------------------------------------+
|
|
|
|
| Qt Emulator | | X | | | |
|
|
|
|
+-----------------------------------------------------------------------+
|
|
|
|
| Qmlinterfacegenerator | | | X | | |
|
|
|
|
+-----------------------------------------------------------------------+
|
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| Qmltocpp | | | X | | |
|
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|
+-----------------------------------------------------------------------+
|
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|
| qulfontcompiler | | | X | | |
|
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|
+-----------------------------------------------------------------------+
|
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| Qt53DStudioRuntime2 | | | | X, R | |
|
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|
+-----------------------------------------------------------------------+
|
|
|
|
| Qt 3D Studio | | | | X | |
|
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|
+-----------------------------------------------------------------------+
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|
| Qt Design Studio | | | | | X |
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|
+-----------------------------------------------------------------------+
|
2019-11-18 07:24:33 +00:00
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2019-12-17 07:56:31 +00:00
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APPENDIX 3: ADDITIONS TO LICENSED SOFTWARE
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2021-11-22 13:05:47 +00:00
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|
2019-11-18 07:24:33 +00:00
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|
|
In addition to what is provided under the definition of the Licensed Software,
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2019-12-17 07:56:31 +00:00
|
|
|
Parties agree that Licensed Software shall also include the Add-On Products of
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2021-11-22 13:05:47 +00:00
|
|
|
The Qt Company, as mentioned in this Appendix, if included in the quote /
|
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|
|
invoice.
|
2019-12-17 07:56:31 +00:00
|
|
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|
|
|
|
The Modules and/or Tools of the Licensed Software that are included with each
|
2021-11-22 13:05:47 +00:00
|
|
|
Add-On Product respectively are marked with 'X' in the below table. The modules
|
|
|
|
are ported to Qt 6 in stages and are subject to availability.
|
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|
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|
|
|
|
Parts of the respective Add-On Product that are permitted for distribution in
|
2019-12-17 07:56:31 +00:00
|
|
|
object-code form only ("Redistributables") are marked with 'R' in the below
|
|
|
|
table.
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|
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|
2021-11-22 13:05:47 +00:00
|
|
|
+------------------------------------------------------------------------------------------------+
|
|
|
|
| | Add-On Product(s) |
|
|
|
|
| +--------------------------------------------------------------------------+
|
|
|
|
| Modules / Tools of | Qt for | Qt | Qt | Qt | Qt | Qt |
|
|
|
|
| Licensed Software | Automation | Automotive | Safe | Application | GammaRay | Deployment |
|
|
|
|
| | / Qt M2M | Suite | Renderer | Manager | | Platform |
|
|
|
|
| | Protocols | | | | | Package |
|
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|
+------------------------------------------------------------------------------------------------+
|
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|
|
| Qt MQTT | X, R | | | | | |
|
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|
|
+------------------------------------------------------------------------------------------------+
|
|
|
|
| Qt KNX | X, R | | | | | |
|
|
|
|
+------------------------------------------------------------------------------------------------+
|
|
|
|
| Qt OPC UA | X, R | | | | | |
|
|
|
|
+------------------------------------------------------------------------------------------------+
|
|
|
|
| Qt CoAP | X, R | | | | | |
|
|
|
|
+------------------------------------------------------------------------------------------------+
|
|
|
|
| Qt Safe Renderer | | X, R | X, R | | | |
|
|
|
|
+------------------------------------------------------------------------------------------------+
|
|
|
|
| Qt Application | | X, R | | X, R | | |
|
|
|
|
| Manager | | | | | | |
|
|
|
|
+------------------------------------------------------------------------------------------------+
|
|
|
|
| Qt IVI | | X, R | | | | |
|
|
|
|
+------------------------------------------------------------------------------------------------+
|
|
|
|
| Reference UI | | X, R | | | | |
|
|
|
|
+------------------------------------------------------------------------------------------------+
|
|
|
|
| Qt GENIVI Extras | | X, R | | | | |
|
|
|
|
+------------------------------------------------------------------------------------------------+
|
|
|
|
| QML Live | | X | | | | |
|
|
|
|
+------------------------------------------------------------------------------------------------+
|
|
|
|
| Qt Creator | | X | | | | |
|
|
|
|
| Deployment | | | | | | |
|
|
|
|
+------------------------------------------------------------------------------------------------+
|
|
|
|
| Qt Creator Plugin | | X | | X | | |
|
|
|
|
| for Qt Application Manager | | | | | |
|
|
|
|
+------------------------------------------------------------------------------------------------+
|
|
|
|
| Qt Automotive Suite | | X | | | | |
|
|
|
|
| Deployment Server | | | | | | |
|
|
|
|
+------------------------------------------------------------------------------------------------+
|
|
|
|
| Qt Design Studio | | X | | | | |
|
|
|
|
+------------------------------------------------------------------------------------------------+
|
|
|
|
| Qt 3D Studio | | X | | | | |
|
|
|
|
+------------------------------------------------------------------------------------------------+
|
|
|
|
| GammaRay | | X | | | X | |
|
|
|
|
+------------------------------------------------------------------------------------------------+
|
|
|
|
| Platform adaptations| | | | | | X |
|
|
|
|
| for specified | | | | | |
|
|
|
|
| Deployment Platforms | | | | | |
|
|
|
|
+------------------------------------------------------------------------------------------------+
|
|
|
|
| Qt for Device | | X | | | | |
|
|
|
|
| Creation | | | | | | |
|
|
|
|
+------------------------------------------------------------------------------------------------+
|
|
|
|
|
2019-12-17 07:56:31 +00:00
|
|
|
|
|
|
|
All the above Redistributables are subject to applicable provisions and
|
|
|
|
limitations including but not limited to what is defined in section 3 of the
|
|
|
|
Agreement.
|
|
|
|
|
|
|
|
APPENDIX 4: SMALL BUSINESS AND STARTUP
|
|
|
|
|
2021-11-22 13:05:47 +00:00
|
|
|
The provisions of this Appendix 4 are applicable for companies with an annual
|
|
|
|
revenue, including funding, equivalent to maximum of 250,000 USD (in
|
|
|
|
applicable currency) during the latest full calendar year, as evidenced by
|
|
|
|
duly audited records of the Licensee and approved by The Qt Company
|
|
|
|
("Start-up Company").
|
|
|
|
|
|
|
|
Start-up Companies are qualified for a discounted License Fee for maximum of
|
|
|
|
four (4) Development Licenses ("Start-up Development License") unless
|
|
|
|
otherwise agreed between the parties.
|
|
|
|
|
|
|
|
Start-up Development License entitles the respective Designated User for
|
|
|
|
Support only for installation related issues.
|
|
|
|
|
|
|
|
Upon expiry of the respective License Term, the Start-up Development
|
|
|
|
Licenses shall be automatically extended, pursuant to Section 3.1 of the
|
|
|
|
Agreement, for a Renewal Term either as new Start-up Development Licenses
|
|
|
|
(if the Licensee still qualifies as a Start-up Company), or as normal
|
|
|
|
Development Licenses (if the Licensee no longer qualifies as a Start-up
|
|
|
|
company).
|
2019-12-17 07:56:31 +00:00
|
|
|
|
|
|
|
APPENDIX 5: NON-COMMERCIAL USE
|
2021-11-22 13:05:47 +00:00
|
|
|
The provisions of this Appendix 5 are applicable for non-commercial use of
|
|
|
|
the Licensed Software by the Licensee.
|
2019-11-18 07:24:33 +00:00
|
|
|
|
2019-12-17 07:56:31 +00:00
|
|
|
For the purpose of this Appendix 5, the following additional definitions
|
2021-11-22 13:05:47 +00:00
|
|
|
(replacing the relevant definition of the Agreement, where applicable)
|
|
|
|
shall be applicable:
|
2019-11-18 07:24:33 +00:00
|
|
|
|
2019-12-17 07:56:31 +00:00
|
|
|
"Demo Units" shall mean (i) hardware development platform, which incorporates
|
2021-11-22 13:05:47 +00:00
|
|
|
the Licensed Software along with Licensee's software and/or hardware, and
|
|
|
|
(ii) prototype versions of Applications or Devices.
|
2019-11-18 07:24:33 +00:00
|
|
|
|
2019-12-17 07:56:31 +00:00
|
|
|
"Designated User(s)" shall mean the employees and students of the Licensee.
|
2019-11-18 07:24:33 +00:00
|
|
|
|
2019-12-17 07:56:31 +00:00
|
|
|
"Licensee Products" shall mean Applications and/or Devices.
|
2019-11-18 07:24:33 +00:00
|
|
|
|
2021-11-22 13:05:47 +00:00
|
|
|
"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 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 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.
|