2019-12-17 07:56:31 +00:00
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QT LICENSE AGREEMENT
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Agreement version 4.2.1
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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 or indirectly
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controlling such Party; (ii) which is under the same direct or indirect
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ownership or control as such Party; or (iii) which is directly or indirectly
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owned or controlled by such Party. For these purposes, an entity shall be
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treated as being controlled by another if that other entity has fifty percent
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(50 %) or more of the votes in such entity, is able to direct its affairs
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and/or to control the composition of its board of directors or 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),
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which are not licensed as part of The Qt Company's standard offering, but shall
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be 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
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contractors performing services to the Licensee under applicable contractual
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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
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Contractors acting within the scope of their services for Licensee and on
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behalf of 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
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separately for Qt for Application Development and Qt for Device Creation
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products, each product having its designated scope and purpose of use.
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Distribution Licenses are always connected to Qt for Device Creation
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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
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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
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(2)(i) incorporate or integrate the Redistributables or parts thereof; or (ii)
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where the main user interface or substantial functionality of such unit , when
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used by a Customer, is provided by Application(s) or otherwise depends on the
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Licensed Software, regardless of whether the Redistributables are distributed
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together with the hardware or not. Devices covered with this Agreement shall
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be specified 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
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for distribution of Redistributables, as defined in The Qt Company's standard
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price list, quote, Purchase Order confirmation or in an appendix hereto, as
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the case 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
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are considered part of the licenses granted hereunder and shall be updated
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from time to time to reflect any agreed changes to the foregoing terms
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relating to 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 Section
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4) or Open Source Qt. The Qt Company may, in the course of its development
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activities, at its free and absolute discretion and without any obligation to
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send or publish any notifications to the Licensee or in general, make changes,
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additions or deletions in the components and functionalities of the Licensed
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Software, provided that no such changes, additions or deletions will affect
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the already released version of the Licensed Software, but only upcoming
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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
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use 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,
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sales 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
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by 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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2019-12-17 07:56:31 +00:00
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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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2019-12-17 07:56:31 +00:00
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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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2019-12-17 07:56:31 +00:00
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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
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Section 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
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accordance 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
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States or a legal entity incorporated in the United States or
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having its headquarters in the United States, The Qt Company Inc.,
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a Delaware corporation with its office at 2350 Mission College
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Blvd., 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
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States, The Qt Company Ltd., a Finnish company with its registered
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office 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
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available to users of the Licensed Software that have contracted for Support.
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Updates are generally depicted as a change to the digits following the decimal
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in the Licensed Software version number. The Qt Company shall make Updates
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available to the Licensee under the Support. Updates shall be considered as
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part of the 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
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part 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
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copyright treaties, as well as other intellectual property laws and
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treaties. The Licensed 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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2019-12-17 07:56:31 +00:00
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|
|
2.2. Ownership of Licensee
|
2019-11-18 07:24:33 +00:00
|
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|
|
All the Licensee's Intellectual Property Rights are and shall remain the
|
2019-12-17 07:56:31 +00:00
|
|
|
|
exclusive property of the Licensee or its licensors respectively.
|
|
|
|
|
|
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|
|
All Intellectual Property Rights to the Modified Software, Applications and
|
|
|
|
|
Devices shall remain with the Licensee and no rights thereto shall be granted
|
|
|
|
|
by the Licensee to The Qt Company under this Agreement (except as set forth in
|
|
|
|
|
Section 2.3 below).
|
2019-11-18 07:24:33 +00:00
|
|
|
|
|
2019-12-17 07:56:31 +00:00
|
|
|
|
2.3. Modified Software
|
2019-11-18 07:24:33 +00:00
|
|
|
|
Licensee may create bug-fixes, error corrections, patches or modifications to
|
2019-12-17 07:56:31 +00:00
|
|
|
|
the Licensed Software ("Modified Software"). Such Modified Software may break
|
|
|
|
|
the source or binary compatibility with the Licensed Software (including
|
|
|
|
|
without limitation through changing the application programming interfaces
|
|
|
|
|
("API") or by adding, changing or deleting any variable, method, or class
|
|
|
|
|
signature in the Licensed Software and/or any inter-process protocols,
|
|
|
|
|
services or standards in the Licensed Software libraries). To the extent that
|
|
|
|
|
Licensee's Modified Software so breaks source or binary compatibility with the
|
|
|
|
|
Licensed Software, Licensee acknowledges that The Qt Company's ability to
|
|
|
|
|
provide Support may be prevented or limited and Licensee's ability to make use
|
|
|
|
|
of Updates may be restricted.
|
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
|
|
|
|
|
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
|
2019-12-17 07:56:31 +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
|
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
|
2019-12-17 07:56:31 +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,
|
2019-12-17 07:56:31 +00:00
|
|
|
|
demonstrating and testing Application(s) and/or Devices, and to provide
|
|
|
|
|
thereto related support and other related services to end-user Customers.
|
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
|
|
|
|
|
until either Party notifies the other Party in writing that it does not wish
|
|
|
|
|
to continue the License Term, such notification to be provided to the other
|
|
|
|
|
Party no less than ninety (90) days before expiry of the respective License
|
|
|
|
|
Term. Unless otherwise agreed between the Parties, Renewal Term shall be of
|
|
|
|
|
equal length with the initial License Term.
|
2019-11-18 07:24:33 +00:00
|
|
|
|
|
|
|
|
|
Any such Renewal Term shall be subject to License Fees agreed between the
|
2019-12-17 07:56:31 +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
|
|
|
|
|
2019-12-17 07:56:31 +00:00
|
|
|
|
Any price or other term specified for a Renewal Term shall be valid only for
|
|
|
|
|
the specified time.
|
|
|
|
|
|
|
|
|
|
The Qt Company may request the Licensee to place a purchase order corresponding
|
|
|
|
|
to a quote by The Qt Company for the relevant Renewal Term.
|
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
|
2019-12-17 07:56:31 +00:00
|
|
|
|
the respective quote from The Qt Company and/or the respective License Fee
|
|
|
|
|
paid by due date specified in The Qt Company's respective invoice, The Qt
|
|
|
|
|
Company shall apply a reinstatement fee equal to ten percent (10 %) of the
|
|
|
|
|
total value of the License Fees of the Development Licenses for the expired
|
|
|
|
|
term to be added to the License Fee of the respective Renewal Term.
|
2019-11-18 07:24:33 +00:00
|
|
|
|
|
|
|
|
|
In the event Licensee chooses not to renew a Development License for a Renewal
|
|
|
|
|
Term by notifying The Qt Company thereof no less than ninety (90) days before
|
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
|
|
|
|
|
period a Development License shall be subject to applicable License Fees for a
|
|
|
|
|
new Development License and not any Renewal Term License Fees.
|
|
|
|
|
|
|
|
|
|
3.2. Distribution of Applications
|
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
|
2019-12-17 07:56:31 +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
|
2019-12-17 07:56:31 +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
|
2019-12-17 07:56:31 +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:
|
2019-12-17 07:56:31 +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 Qt 3D Studio and/or Qt Design Studio with Open Source Qt
|
|
|
|
|
("Permitted Combination") for its internal evaluation purposes,
|
|
|
|
|
provided that Licensee shall in no way transfer, publish, disclose,
|
|
|
|
|
display or otherwise make available any software or work resulting
|
|
|
|
|
from such Permitted Combination;
|
|
|
|
|
(ix) Licensee shall cause all of its Affiliates and Contractors
|
|
|
|
|
entitled to make use of the licenses granted under this Agreement,
|
|
|
|
|
to be contractually bound to comply with the relevant terms of
|
|
|
|
|
this Agreement and not to use the Licensed Software beyond the
|
|
|
|
|
terms hereof and for any purposes other than operating within the
|
|
|
|
|
scope of their services for Licensee. Licensee shall be responsible
|
|
|
|
|
for any and all actions and omissions of its Affiliates and
|
|
|
|
|
Contractors relating to the Licensed Software and use thereof
|
|
|
|
|
(including but not limited to payment of all applicable License
|
|
|
|
|
Fees);
|
|
|
|
|
(x) Except when and to the extent explicitly provided in this Section
|
|
|
|
|
3, Licensee shall not transfer, publish, disclose, display or
|
|
|
|
|
otherwise make available the Licensed Software; and
|
|
|
|
|
(xi) Licensee shall not attempt or enlist a third party to conduct or
|
|
|
|
|
attempt to conduct any of the above.
|
|
|
|
|
|
|
|
|
|
Above terms shall not be applicable if and to the extent they conflict with
|
|
|
|
|
any mandatory provisions of any applicable laws.
|
|
|
|
|
Any use of Licensed Software beyond the provisions of this Agreement is
|
|
|
|
|
strictly prohibited and requires an additional license from The Qt Company.
|
|
|
|
|
|
|
|
|
|
4. THIRD-PARTY SOFTWARE
|
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
|
|
|
|
|
The Licensed Software may contain pre-release code and functionality, or sample
|
2019-12-17 07:56:31 +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
|
|
|
|
|
2019-12-17 07:56:31 +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
|
2019-12-17 07:56:31 +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
|
|
|
|
|
|
|
|
|
For clarity, unless Licensed Software specifies different license terms for the
|
2019-12-17 07:56:31 +00:00
|
|
|
|
respective Pre-Release Code, the Licensee is entitled to use such pre-release
|
2019-11-18 07:24:33 +00:00
|
|
|
|
code pursuant to Section 3, just like other Licensed Software, provided however
|
2019-12-17 07:56:31 +00:00
|
|
|
|
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
|
|
|
|
|
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
|
|
|
|
|
return of the applicable fees paid for the defective Licensed Software for the
|
|
|
|
|
time period during which the License is not able to utilize the Licensed
|
|
|
|
|
Software under the terms of this Agreement.
|
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
|
|
|
|
|
NON-INFRINGEMENT WITH REGARD TO THE LICENSED SOFTWARE. THE QT COMPANY DOES NOT
|
2019-12-17 07:56:31 +00:00
|
|
|
|
WARRANT THAT THE LICENSED SOFTWARE WILL SATISFY LICENSEE'S REQUIREMENTS OR THAT
|
2019-11-18 07:24:33 +00:00
|
|
|
|
IT WILL OPERATE WITHOUT DEFECT OR ERROR OR THAT THE OPERATION THEREOF WILL BE
|
|
|
|
|
UNINTERRUPTED.
|
|
|
|
|
|
|
|
|
|
7. INDEMNIFICATION AND LIMITATION OF LIABILITY
|
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
|
2019-12-17 07:56:31 +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
|
|
|
|
|
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
|
|
|
|
|
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
|
|
|
|
|
information, including the terms of this Agreement, that is confidential and of
|
|
|
|
|
great value to the other Party, and the value of which would be significantly
|
|
|
|
|
reduced if disclosed to third parties ("Confidential Information").
|
|
|
|
|
Accordingly, when a Party (the "Receiving Party") receives Confidential
|
|
|
|
|
Information from the other Party (the "Disclosing Party"), the Receiving Party
|
|
|
|
|
shall only disclose such information to employees and Contractors on a need to
|
|
|
|
|
know basis, and shall cause its employees and employees of its Affiliates to:
|
|
|
|
|
(i) maintain any and all Confidential Information in confidence; (ii) not
|
|
|
|
|
disclose the Confidential Information to a third party without the Disclosing
|
|
|
|
|
Party's prior written approval; and (iii) not, directly or indirectly, use the
|
|
|
|
|
Confidential Information for any purpose other than for exercising its rights
|
|
|
|
|
and fulfilling its responsibilities pursuant to this Agreement. Each Party
|
|
|
|
|
shall take reasonable measures to protect the Confidential Information of the
|
|
|
|
|
other Party, which measures shall not be less than the measures taken by such
|
|
|
|
|
Party to protect its own confidential and proprietary information.
|
|
|
|
|
|
|
|
|
|
Obligation of confidentiality shall not apply to information that (i) is or
|
|
|
|
|
becomes generally known to the public through no act or omission of the
|
|
|
|
|
Receiving Party; (ii) was in the Receiving Party's lawful possession prior to
|
|
|
|
|
the disclosure hereunder and was not subject to limitations on disclosure or
|
|
|
|
|
use; (iii) is developed independently by employees or Contractors of the
|
|
|
|
|
Receiving Party or other persons working for the Receiving Party who have not
|
|
|
|
|
had access to the Confidential Information of the Disclosing Party, as proven
|
|
|
|
|
by the written records of the Receiving Party; (iv) is lawfully disclosed to
|
|
|
|
|
the Receiving Party without restrictions, by a third party not under an
|
|
|
|
|
obligation of confidentiality; or (v) the Receiving Party is legally compelled
|
|
|
|
|
to disclose, in which case the Receiving Party shall notify the Disclosing
|
|
|
|
|
Party of such compelled disclosure and assert the privileged and confidential
|
|
|
|
|
nature of the information and cooperate fully with the Disclosing Party to
|
|
|
|
|
limit the scope of disclosure and the dissemination of disclosed Confidential
|
|
|
|
|
Information to the minimum extent necessary.
|
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
|
|
|
|
|
secrets, for so long as such trade secrets are protected under applicable trade
|
|
|
|
|
secret laws.
|
|
|
|
|
|
|
|
|
|
10. FEES, DELIVERY AND PAYMENT
|
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
|
|
|
|
|
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.
|
2019-11-18 07:24:33 +00:00
|
|
|
|
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
|
|
|
|
|
Distribution Licenses to The Qt Company by email or any other method acceptable
|
2019-12-17 07:56:31 +00:00
|
|
|
|
to The Qt Company (each such order is referred to herein as a "Purchase Order")
|
2019-11-18 07:24:33 +00:00
|
|
|
|
for confirmation, whereupon the Purchase Order shall become binding between the
|
|
|
|
|
Parties.
|
|
|
|
|
|
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.
|
|
|
|
|
|
|
|
|
|
Upon due payment of the ordered Distribution License Pack(s), the Licensee will
|
|
|
|
|
have an account of Distribution Licenses available for distributing the
|
|
|
|
|
Redistributables in accordance with this Agreement.
|
|
|
|
|
|
|
|
|
|
Each time Licensee distributes a copy of Redistributables, then one
|
|
|
|
|
Distribution License is used, and Licensee's account of available Distribution
|
|
|
|
|
Licenses is decreased accordingly.Licensee may distribute copies of the
|
|
|
|
|
Redistributables so long as Licensee has Distribution Licenses remaining on
|
|
|
|
|
its account.
|
|
|
|
|
|
|
|
|
|
10.4. Payment Terms
|
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
|
|
|
|
|
exclusive of any value added tax, use tax, sales tax, withholding tax and other
|
|
|
|
|
taxes, duties or tariffs ("Taxes") levied directly for the sale, delivery or
|
|
|
|
|
use of Licensed Software hereunder pursuant to any applicable law. Such
|
|
|
|
|
applicable Taxes shall be paid by Licensee to The Qt Company, or, where
|
|
|
|
|
applicable, in lieu of payment of such Taxes to The Qt Company, Licensee shall
|
|
|
|
|
provide an exemption certificate to The Qt Company and any applicable authority.
|
|
|
|
|
|
|
|
|
|
11. RECORD-KEEPING AND REPORTING OBLIGATIONS; AUDIT RIGHTS
|
|
|
|
|
11.1. Licensee's Record-keeping
|
2019-11-18 07:24:33 +00:00
|
|
|
|
Licensee shall at all times during the Term of this Agreement and for a period
|
2019-12-17 07:56:31 +00:00
|
|
|
|
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
|
2019-11-18 07:24:33 +00:00
|
|
|
|
Agreement. The records shall conform to general good accounting practices.
|
2019-12-17 07:56:31 +00:00
|
|
|
|
|
|
|
|
|
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,
|
2019-11-18 07:24:33 +00:00
|
|
|
|
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
|
2019-12-17 07:56:31 +00:00
|
|
|
|
Distribution Licenses remaining on Licensee's account, and (iv) any other
|
2019-11-18 07:24:33 +00:00
|
|
|
|
information as The Qt Company may reasonably require from time to time.
|
|
|
|
|
|
2019-12-17 07:56:31 +00:00
|
|
|
|
11.2. The Qt Company's Audit Rights
|
|
|
|
|
The Qt Company or an independent auditor acting on behalf of The Qt Company's,
|
|
|
|
|
may, upon at least five (5) business days' prior written notice and at its
|
|
|
|
|
expense, audit Licensee with respect to the Licensee's use of the Licensed
|
|
|
|
|
Software, but not more frequently than once during each 6-month period. Such
|
2019-11-18 07:24:33 +00:00
|
|
|
|
audit may be conducted by mail, electronic means or through an in-person visit
|
2019-12-17 07:56:31 +00:00
|
|
|
|
to Licensee's place of business. Any such in-person audit shall be conducted
|
2019-11-18 07:24:33 +00:00
|
|
|
|
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
|
2019-12-17 07:56:31 +00:00
|
|
|
|
inspect Licensee's Records and conduct necessary interviews of Licensee's
|
|
|
|
|
relevant employees and Contractors. All such Licensee's Records and use thereof
|
|
|
|
|
shall be subject to an obligation of confidentiality under this Agreement.
|
|
|
|
|
|
|
|
|
|
If an audit reveals that Licensee is using the Licensed Software beyond scope
|
|
|
|
|
of the licenses Licensee has paid for, Licensee agrees to pay The Qt Company
|
|
|
|
|
any amounts owed for such unauthorized use within 30 days from receipt of the
|
|
|
|
|
corresponding invoice from The Qt Company. In addition, in the event the audit
|
|
|
|
|
reveals a material violation of the terms of this Agreement (without
|
|
|
|
|
limitation, either (i) underpayment of more than 10 % of License Fees or 10,000
|
|
|
|
|
euros (whichever is more) or (ii) distribution of products, which include or
|
|
|
|
|
result from Prohibited Combination, shall be deemed a material violation for
|
|
|
|
|
purposes of this section), then the Licensee shall pay The Qt Company's
|
|
|
|
|
reasonable cost of conducting such audit.
|
|
|
|
|
|
|
|
|
|
12. TERM AND TERMINATION
|
|
|
|
|
12.1. Agreement Term
|
2019-11-18 07:24:33 +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
|
2019-12-17 07:56:31 +00:00
|
|
|
|
under this Agreement in force ("Term"), unless and until terminated pursuant to
|
2019-11-18 07:24:33 +00:00
|
|
|
|
the terms of this Section 12.
|
|
|
|
|
|
2019-12-17 07:56:31 +00:00
|
|
|
|
12.2. Termination and suspension of rights
|
2019-11-18 07:24:33 +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
|
2019-12-17 07:56:31 +00:00
|
|
|
|
period.
|
|
|
|
|
|
|
|
|
|
Instead of termination, The Qt Company shall have the right to suspend or
|
|
|
|
|
withhold grants of all rights to the Licensed Software hereunder, including but
|
|
|
|
|
not limited to the Development Licenses, Distribution License, and Support,
|
2019-11-18 07:24:33 +00:00
|
|
|
|
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
|
2019-12-17 07:56:31 +00:00
|
|
|
|
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
|
2019-11-18 07:24:33 +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
|
2019-12-17 07:56:31 +00:00
|
|
|
|
any form of bankruptcy, makes any assignment for the benefit of creditors, has
|
|
|
|
|
a receiver, administrative receiver or officer appointed over the whole or a
|
|
|
|
|
substantial part of its assets, ceases to conduct business, or an act
|
|
|
|
|
equivalent to any of the above occurs under the laws of the jurisdiction of the
|
|
|
|
|
other Party.
|
|
|
|
|
|
|
|
|
|
12.4. Parties´ Rights and Duties upon Termination
|
|
|
|
|
Upon expiry or termination of the Agreement, Licensee shall cease and shall
|
|
|
|
|
cause all Designated Users (including those of its Affiliates' and
|
|
|
|
|
Contractors') to cease using the Licensed Software and distribution of the
|
|
|
|
|
Redistributables under this Agreement.
|
|
|
|
|
|
|
|
|
|
Notwithstanding the above, in the event the Agreement expires or is terminated:
|
|
|
|
|
(i) as a result of The Qt Company choosing not to renew the Development
|
|
|
|
|
License(s) as set forth in Section 3.1, then all valid licenses
|
|
|
|
|
possessed by the Licensee at such date shall be extended to be
|
|
|
|
|
valid in perpetuity under the terms of this Agreement and Licensee
|
|
|
|
|
is entitled to purchase additional licenses as set forth in
|
|
|
|
|
Section 10.2; or
|
|
|
|
|
(ii) for reason other than by The Qt Company pursuant to item (i) above
|
|
|
|
|
or pursuant to Section 12.2, then the Licensee is entitled, for a
|
|
|
|
|
period of six (6) months after the effective date of termination,
|
|
|
|
|
to continue distribution of Devices under the Distribution Licenses
|
|
|
|
|
paid but unused at such effective date of termination.
|
|
|
|
|
|
|
|
|
|
Upon any such termination the Licensee shall destroy or return to The Qt
|
|
|
|
|
Company all copies of the Licensed Software and all related materials and will
|
|
|
|
|
certify the same to The Qt Company upon its request, provided however that
|
|
|
|
|
Licensee may retain and exploit such copies of the Licensed Software as it may
|
|
|
|
|
reasonably require in providing continued support to Customers.
|
|
|
|
|
|
|
|
|
|
Expiry or termination of this Agreement for any reason whatsoever shall not
|
|
|
|
|
relieve Licensee of its obligation to pay any License Fees accrued or payable
|
|
|
|
|
to The Qt Company prior to the effective date of termination, and Licensee
|
|
|
|
|
shall immediately pay to The Qt Company all such fees upon the effective date
|
|
|
|
|
of termination. Termination of this Agreement shall not affect any rights of
|
|
|
|
|
Customers to continue use of Applications and Devices (and therein incorporated
|
|
|
|
|
Redistributables).
|
|
|
|
|
|
|
|
|
|
12.5. Extension in case of bankruptcy
|
2019-11-18 07:24:33 +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
|
2019-12-17 07:56:31 +00:00
|
|
|
|
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
|
|
|
|
|
In the event this Agreement is in the name of The Qt Company Inc., a Delaware
|
|
|
|
|
Corporation, then:
|
2019-12-17 07:56:31 +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:
|
2019-12-17 07:56:31 +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
|
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
|
|
|
|
|
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.
|
2019-12-17 07:56:31 +00:00
|
|
|
|
The Qt Company shall be entitled to freely assign or transfer any of its
|
|
|
|
|
rights, benefits or obligations under this Agreement.
|
|
|
|
|
|
|
|
|
|
14.2. No Third-Party Representations
|
|
|
|
|
Licensee shall make no representations or warranties concerning the Licensed
|
|
|
|
|
Software on behalf of The Qt Company. Any representation or warranty Licensee
|
|
|
|
|
makes or purports to make on The Qt Company's behalf shall be void as to The
|
|
|
|
|
Qt Company.
|
|
|
|
|
|
|
|
|
|
14.3. Surviving Sections
|
|
|
|
|
Any terms and conditions that by their nature or otherwise reasonably should
|
|
|
|
|
survive termination of this Agreement shall so be deemed to survive. Such
|
|
|
|
|
sections include especially the following: 1, 2, 6, 7, 9, 11, 12.4, 13 and 14.
|
|
|
|
|
|
|
|
|
|
14.4. Entire Agreement
|
2019-11-18 07:24:33 +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
|
2019-12-17 07:56:31 +00:00
|
|
|
|
matters discussed herein.
|
|
|
|
|
|
|
|
|
|
In the event of any conflict or inconsistency between this Agreement and any
|
|
|
|
|
Purchase Order, the terms of this Agreement will prevail over the terms of the
|
|
|
|
|
Purchase Order with respect to such conflict or inconsistency.
|
|
|
|
|
|
|
|
|
|
Parties specifically acknowledge and agree that this Agreement prevails over
|
|
|
|
|
any click-to-accept or similar agreements the Designated Users may need to
|
|
|
|
|
accept online upon download of the Licensed Software, as may be required by
|
|
|
|
|
The Qt Company's applicable processes relating to Licensed Software.
|
|
|
|
|
|
|
|
|
|
14.5. Modifications
|
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
|
|
|
|
|
writing. Unless and to the extent expressly agreed by The Qt Company, any such
|
|
|
|
|
Deviating Terms shall be deemed void and with no legal effect. For clarity,
|
|
|
|
|
delivery of the Licensed Software following the receipt of the Purchase Order
|
|
|
|
|
including Deviating Terms shall not constitute acceptance of such Deviating
|
|
|
|
|
Terms."
|
|
|
|
|
|
|
|
|
|
14.6. Force Majeure
|
2019-11-18 07:24:33 +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
|
2019-12-17 07:56:31 +00:00
|
|
|
|
event and to the extent that such delay or non-performance is due to an event
|
|
|
|
|
of act of God, terrorist attack or other similar unforeseeable catastrophic
|
|
|
|
|
event that prevents either Party for fulfilling its obligations under this
|
|
|
|
|
Agreement and which such Party cannot avoid or circumvent ("Force Majeure
|
|
|
|
|
Event"). If the Force Majeure Event results in a delay or non-performance of a
|
|
|
|
|
Party for a period of three (3) months or longer, then either Party shall have
|
|
|
|
|
the right to terminate this Agreement with immediate effect without any
|
|
|
|
|
liability (except for the obligations of payment arising prior to the event of
|
|
|
|
|
Force Majeure) towards the other Party.
|
|
|
|
|
|
|
|
|
|
14.7. Notices
|
2019-11-18 07:24:33 +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
|
2019-12-17 07:56:31 +00:00
|
|
|
|
or when successfully delivered to the recipient by hand, fax, or special
|
|
|
|
|
courier during normal business hours on a business day to the addresses
|
|
|
|
|
specified for each Party on the signature page. Each communication and document
|
|
|
|
|
made or delivered by one Party to the other Party pursuant to this Agreement
|
|
|
|
|
shall be in the English language.
|
|
|
|
|
|
|
|
|
|
14.8. Export Control
|
|
|
|
|
Licensee acknowledges that the Redistributables, as incorporated in
|
|
|
|
|
Applications or Devices, may be subject to export control restrictions under
|
|
|
|
|
the applicable laws of respective countries. Licensee shall fully comply with
|
|
|
|
|
all applicable export license restrictions and requirements as well as with all
|
|
|
|
|
laws and regulations relating to the Redistributables and exercise of licenses
|
|
|
|
|
hereunder and shall procure all necessary governmental authorizations,
|
|
|
|
|
including without limitation, all necessary licenses, approvals, permissions or
|
|
|
|
|
consents, where necessary for the re-exportation of the Redistributables,
|
|
|
|
|
Applications and/or Devices.
|
|
|
|
|
|
|
|
|
|
14.9. No Implied License
|
2019-11-18 07:24:33 +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.
|
|
|
|
|
|
2019-12-17 07:56:31 +00:00
|
|
|
|
14.10. Attorney Fees
|
2019-11-18 07:24:33 +00:00
|
|
|
|
The prevailing Party in any action to enforce this Agreement shall be entitled
|
2019-12-17 07:56:31 +00:00
|
|
|
|
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
|
2019-11-18 07:24:33 +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
|
2019-12-17 07:56:31 +00:00
|
|
|
|
and its Contractors relevant for carrying out the intent of this Agreement.
|
|
|
|
|
Such personal data may be collected from the Licensee or directly from the
|
|
|
|
|
relevant individuals. The Parties acknowledge that with regard to such personal
|
|
|
|
|
data processed hereunder, The Qt Company shall be regarded as the Data
|
|
|
|
|
Controller under the applicable Data Protection Legislation. The Qt Company
|
|
|
|
|
shall process any such personal data in accordance with its privacy policies
|
|
|
|
|
and practices, which will comply with all applicable requirements of the Data
|
|
|
|
|
Protection Legislation.
|
|
|
|
|
|
|
|
|
|
14.12. Severability
|
2019-11-18 07:24:33 +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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2019-12-17 07:56:31 +00:00
|
|
|
|
APPENDICES
|
|
|
|
|
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
|
|
|
|
|
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.
|
|
|
|
|
|
|
|
|
|
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 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 plugin) | X | X | X | |
|
|
|
|
|
-------------------------------------------------------------------------------
|
|
|
|
|
Qt Linguist | X | X | X | |
|
|
|
|
|
-------------------------------------------------------------------------------
|
|
|
|
|
Qt Assistant | X | X | X | |
|
|
|
|
|
-------------------------------------------------------------------------------
|
|
|
|
|
lupdate | X | X | X | |
|
|
|
|
|
-------------------------------------------------------------------------------
|
|
|
|
|
lrelease | X | X | X | |
|
|
|
|
|
-------------------------------------------------------------------------------
|
|
|
|
|
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 Tools | | X | | |
|
|
|
|
|
-------------------------------------------------------------------------------
|
|
|
|
|
qtconfig-gui | | X | | |
|
|
|
|
|
-------------------------------------------------------------------------------
|
|
|
|
|
Qt Emulator | | X | | |
|
|
|
|
|
-------------------------------------------------------------------------------
|
|
|
|
|
qmlinterfacegenerator | | | X | |
|
|
|
|
|
-------------------------------------------------------------------------------
|
|
|
|
|
qmltocpp | | | X | |
|
|
|
|
|
-------------------------------------------------------------------------------
|
|
|
|
|
qulfontcompiler | | | X | |
|
|
|
|
|
-------------------------------------------------------------------------------
|
|
|
|
|
Qt53DStudioRuntime2 | | | | X,R |
|
|
|
|
|
-------------------------------------------------------------------------------
|
|
|
|
|
Qt 3D Studio | | | | X |
|
|
|
|
|
-------------------------------------------------------------------------------
|
|
|
|
|
Qt Design Studio | | | | | X
|
|
|
|
|
-------------------------------------------------------------------------------
|
2019-11-18 07:24:33 +00:00
|
|
|
|
|
|
|
|
|
|
2019-12-17 07:56:31 +00:00
|
|
|
|
APPENDIX 3: ADDITIONS TO LICENSED SOFTWARE
|
2019-11-18 07:24:33 +00:00
|
|
|
|
In addition to what is provided under the definition of the Licensed Software,
|
2019-12-17 07:56:31 +00:00
|
|
|
|
Parties agree that Licensed Software shall also include the Add-On Products of
|
|
|
|
|
The Qt Company, as mentioned in this Appendix, if included in the
|
|
|
|
|
quote / invoice.
|
|
|
|
|
|
|
|
|
|
The Modules and/or Tools of the Licensed Software that are included with each
|
|
|
|
|
Add-On Product respectively are marked with 'X' in the below table. Parts of
|
|
|
|
|
the respective Add-On Product that are permitted for distribution in
|
|
|
|
|
object-code form only ("Redistributables") are marked with 'R' in the below
|
|
|
|
|
table.
|
|
|
|
|
|
|
|
|
|
-------------------------------------------------------------------------------
|
|
|
|
|
| Add-On Product(s)
|
|
|
|
|
Modules / |------------------------------------------------------------------
|
|
|
|
|
Tools of |Qt for |Qt |Qt Safe |Qt |Qt |Qt
|
|
|
|
|
Licensed |Automation |Automotive |Renderer |Application|Gammaray |Deployment
|
|
|
|
|
Software | |Suite | |Manager | |Platform
|
|
|
|
|
| | | | | |Package
|
|
|
|
|
-------------------------------------------------------------------------------
|
|
|
|
|
Qt MQTT | X,R | | | | |
|
|
|
|
|
-------------------------------------------------------------------------------
|
|
|
|
|
Qt KNX | X,R | | | | |
|
|
|
|
|
-------------------------------------------------------------------------------
|
|
|
|
|
Qt OPC UA | X,R | | | | |
|
|
|
|
|
-------------------------------------------------------------------------------
|
|
|
|
|
Qt CoAP | X,R | | | | |
|
|
|
|
|
-------------------------------------------------------------------------------
|
|
|
|
|
Qt Safe | | X,R | X,R | | |
|
|
|
|
|
Renderer | | | | | |
|
|
|
|
|
-------------------------------------------------------------------------------
|
|
|
|
|
Qt | | | | | |
|
|
|
|
|
Application | | X,R | | X,R | |
|
|
|
|
|
Manager | | | | | |
|
|
|
|
|
-------------------------------------------------------------------------------
|
|
|
|
|
Qt IVI | | X,R | | | |
|
|
|
|
|
-------------------------------------------------------------------------------
|
|
|
|
|
Reference UI| | X,R | | | |
|
|
|
|
|
-------------------------------------------------------------------------------
|
|
|
|
|
Qt GENIVI | | X,R | | | |
|
|
|
|
|
Extras | | | | | |
|
|
|
|
|
-------------------------------------------------------------------------------
|
|
|
|
|
QML Live | | X | | | |
|
|
|
|
|
-------------------------------------------------------------------------------
|
|
|
|
|
Qt Creator | | X | | | |
|
|
|
|
|
Deployment | | | | | |
|
|
|
|
|
-------------------------------------------------------------------------------
|
|
|
|
|
Qt Creator | | | | | |
|
|
|
|
|
Plugin for | | | | | |
|
|
|
|
|
Qt | | X | | X | |
|
|
|
|
|
Application | | | | | |
|
|
|
|
|
Manager | | | | | |
|
|
|
|
|
-------------------------------------------------------------------------------
|
|
|
|
|
Qt | | | | | |
|
|
|
|
|
Automotive | | | | | |
|
|
|
|
|
Suite | | X | | | |
|
|
|
|
|
Deployment | | | | | |
|
|
|
|
|
Server | | | | | |
|
|
|
|
|
-------------------------------------------------------------------------------
|
|
|
|
|
Qt Design | | X | | | |
|
|
|
|
|
Studio | | | | | |
|
|
|
|
|
-------------------------------------------------------------------------------
|
|
|
|
|
Qt 3D Studio| | X | | | |
|
|
|
|
|
-------------------------------------------------------------------------------
|
|
|
|
|
GammaRay | | X | | | X |
|
|
|
|
|
-------------------------------------------------------------------------------
|
|
|
|
|
Platform | | | | | |
|
|
|
|
|
adaptations | | | | | |
|
|
|
|
|
for | | | | | | X
|
|
|
|
|
specified | | | | | |
|
|
|
|
|
Deployment | | | | | |
|
|
|
|
|
Platforms | | | | | |
|
|
|
|
|
-------------------------------------------------------------------------------
|
|
|
|
|
Qt for | | | | | |
|
|
|
|
|
Device | | X | | | |
|
|
|
|
|
Creation | | | | | |
|
|
|
|
|
-------------------------------------------------------------------------------
|
|
|
|
|
|
|
|
|
|
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
|
2019-11-18 07:24:33 +00:00
|
|
|
|
The provisions of this Appendix 4 are applicable for Start-up Companies and for
|
2019-12-17 07:56:31 +00:00
|
|
|
|
the Evaluation Term.For the purpose of this Appendix 4, the following
|
|
|
|
|
additional definitions shall be applicable:
|
2019-11-18 07:24:33 +00:00
|
|
|
|
|
2019-12-17 07:56:31 +00:00
|
|
|
|
"Trial Term" shall mean a period of twelve (12) months.
|
2019-11-18 07:24:33 +00:00
|
|
|
|
|
2019-12-17 07:56:31 +00:00
|
|
|
|
"Start-up Company" means a company with a maximum annual revenue, including
|
2019-11-18 07:24:33 +00:00
|
|
|
|
funding, equivalent to 100,000 USD (in applicable currency) during a respective
|
2019-12-17 07:56:31 +00:00
|
|
|
|
calendar year, as evidenced by duly audited records of the Licensee and
|
|
|
|
|
approved by The Qt Company.
|
2019-11-18 07:24:33 +00:00
|
|
|
|
|
|
|
|
|
During the Trial Term, Section 3 shall apply with following modifications
|
2019-12-17 07:56:31 +00:00
|
|
|
|
("Trial Term Modifications"):
|
|
|
|
|
(i) Licenses granted under Sections 3.1 and 3.2 shall be free of any
|
|
|
|
|
charge. For clarity, License for distribution of Devices pursuant
|
|
|
|
|
to Section 3.3 is subject to applicable License Fee for necessary
|
|
|
|
|
Distribution Licenses;
|
|
|
|
|
(ii) Development License under Section 3.1 is limited to a maximum of
|
|
|
|
|
three (3) Designated Users; and
|
|
|
|
|
(iii) Support is available subject to availability, as judged by The Qt
|
|
|
|
|
Company at its free and absolute discretion, provided that support
|
|
|
|
|
will be limited to a maximum of ten (10) tickets during the Trial
|
|
|
|
|
Term.
|
2019-11-18 07:24:33 +00:00
|
|
|
|
|
|
|
|
|
Upon expiry of the Trial Term:
|
2019-12-17 07:56:31 +00:00
|
|
|
|
(a) This Appendix 4 is terminated, Trial Term Modifications cease to
|
|
|
|
|
remain in force, Licensee's Development Licenses shall be
|
|
|
|
|
automatically converted into licenses subject to a License Fee (in
|
|
|
|
|
the amount specified in the quote or in Appendix 2 and payable with
|
|
|
|
|
a 30-day payment term) and Licensee's rights and obligations under
|
|
|
|
|
this Agreement shall continue to remain in force under the standard
|
|
|
|
|
provisions of the Agreement, unless the Licensee notifies The Qt
|
|
|
|
|
Company in writing no less than ninety (90) days before such expiry
|
|
|
|
|
date that Licensee does not agree to such continuance, in which
|
|
|
|
|
event the Agreement, and all rights of the Licensee thereunder,
|
|
|
|
|
shall expire; provided however that
|
|
|
|
|
(b) in the event the Licensee still qualifies as a Start-up Company,
|
|
|
|
|
the Licensee has an option ("Option"), instead of what is stated in
|
|
|
|
|
item a) above, to renew the Trial Term. Renewal is limited to one
|
|
|
|
|
time, and the total duration of Trial Term is thus 24 months after
|
|
|
|
|
the effective date. Licensee shall notify The Qt Company in
|
|
|
|
|
writing, no less than ninety (90) days before the expiry date, if
|
|
|
|
|
Licensee wish to exercise the Option.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
APPENDIX 5: NON-COMMERCIAL USE
|
2019-11-18 07:24:33 +00:00
|
|
|
|
The provisions of this Appendix 5 are applicable for non-commercial use of the
|
2019-12-17 07:56:31 +00:00
|
|
|
|
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
|
|
|
|
|
(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
|
|
|
|
|
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
|
|
|
|
|
2019-12-17 07:56:31 +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
|
2019-11-18 07:24:33 +00:00
|
|
|
|
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:
|
2019-12-17 07:56:31 +00:00
|
|
|
|
I. Recital (A) shall be replaced in its entirety to read as follows:
|
2019-11-18 07:24:33 +00:00
|
|
|
|
|
2019-12-17 07:56:31 +00:00
|
|
|
|
"(A) Licensee wishes to use the Licensed Software for the Permitted
|
|
|
|
|
Purpose."
|
2019-11-18 07:24:33 +00:00
|
|
|
|
|
2019-12-17 07:56:31 +00:00
|
|
|
|
II. Section 3.1 shall be replaced in its entirety to read as follows:
|
2019-11-18 07:24:33 +00:00
|
|
|
|
|
2019-12-17 07:56:31 +00:00
|
|
|
|
"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.
|
2019-11-18 07:24:33 +00:00
|
|
|
|
|
2019-12-17 07:56:31 +00:00
|
|
|
|
Licensee may install copies of the Licensed Software on an
|
|
|
|
|
unlimited number of computers provided that only Designated Users
|
|
|
|
|
may use the Licensed Software.
|
2019-11-18 07:24:33 +00:00
|
|
|
|
|
2019-12-17 07:56:31 +00:00
|
|
|
|
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.
|
2019-11-18 07:24:33 +00:00
|
|
|
|
|
2019-12-17 07:56:31 +00:00
|
|
|
|
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."
|
2019-11-18 07:24:33 +00:00
|
|
|
|
|
2019-12-17 07:56:31 +00:00
|
|
|
|
III. Sections 3.2, 3.3, 8 and 10 shall be deleted.
|
2019-11-18 07:24:33 +00:00
|
|
|
|
|
2019-12-17 07:56:31 +00:00
|
|
|
|
IV. Section 3.4 shall be replaced in its entirety to read as follows:
|
2019-11-18 07:24:33 +00:00
|
|
|
|
|
2019-12-17 07:56:31 +00:00
|
|
|
|
"Licensee shall not:
|
|
|
|
|
- remove or alter any copyright, trademark or other proprietary
|
|
|
|
|
rights notice contained in any portion of the Licensed
|
|
|
|
|
Software;
|
2019-11-18 07:24:33 +00:00
|
|
|
|
|
2019-12-17 07:56:31 +00:00
|
|
|
|
- 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);
|
2019-11-18 07:24:33 +00:00
|
|
|
|
|
2019-12-17 07:56:31 +00:00
|
|
|
|
- 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;
|
2019-11-18 07:24:33 +00:00
|
|
|
|
|
2019-12-17 07:56:31 +00:00
|
|
|
|
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.
|
2019-11-18 07:24:33 +00:00
|
|
|
|
|
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."
|
2019-11-18 07:24:33 +00:00
|
|
|
|
|
2019-12-17 07:56:31 +00:00
|
|
|
|
V. Section 12 shall be replaced in its entirety to read as follows:
|
2019-11-18 07:24:33 +00:00
|
|
|
|
|
2019-12-17 07:56:31 +00:00
|
|
|
|
"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.
|
2019-11-18 07:24:33 +00:00
|
|
|
|
|
2019-12-17 07:56:31 +00:00
|
|
|
|
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."
|
2019-11-18 07:24:33 +00:00
|
|
|
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2019-12-17 07:56:31 +00:00
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Except for the modifications specified above, this Appendix carries no change
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to the terms of the Agreement which shall remain in full force.
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2019-11-18 07:24:33 +00:00
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