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qt5base-lts/LICENSE.QT-LICENSE-AGREEMENT
Jani Heikkinen 58173027b3 Update LICENSE.QT-LICENSE-AGREEMENT 
Newest version is 4.4 so update it in the git as well

Task-number: QTBUG-98971
Pick-to: 6.3 6.2 5.15
Change-Id: I4b5bd2852c6c2775bd285c6584eb712fd0b73db3
Reviewed-by: Akseli Salovaara <akseli.salovaara@qt.io>
2022-02-16 17:19:34 +02:00

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QT LICENSE AGREEMENT
Agreement version 4.4
This Qt License Agreement ("Agreement") is a legal agreement for the licensing
of Licensed Software (as defined below) between The Qt Company (as defined
below) and the Licensee who has accepted the terms of this Agreement by signing
this Agreement or by downloading or using the Licensed Software or in any other
appropriate means.
Capitalized terms used herein are defined in Section 1.
WHEREAS:
(A) Licensee wishes to use the Licensed Software for the purpose of
developing and distributing Applications and/or Devices (each as defined
below);
(B) The Qt Company is willing to grant the Licensee a right to use Licensed
Software for such a purpose pursuant to term and conditions of this
Agreement; and
(C) Parties wish to enable that their respective Affiliates also can sell
and purchase licenses to serve Licensee Affiliates' needs to use Licensed
Software pursuant to terms of the Agreement. Any such license purchases by
Licensee Affiliates from The Qt Company or its Affiliates will create
contractual relationship directly between the relevant The Qt Company and
the respective ordering Licensee Affiliate "Acceding Agreement").
Accordingly, Licensee shall not be a party to any such Acceding Agreement,
and no rights or obligations are created to the Licensee thereunder but all
rights and obligations under such Acceding Agreement are vested and borne
solely by the ordering Licensee Affiliate and the relevant The Qt Company
as a contracting parties under such Acceding Agreement.
NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:
1. DEFINITIONS
"Affiliate" of a Party shall mean an entity
(i) which is directly or indirectly controlling such Party;
(ii) which is under the same direct or indirect ownership or control as
such Party; or
(iii) which is directly or indirectly owned or controlled by such Party.
For these purposes, an entity shall be treated as being controlled by another
if that other entity has fifty percent (50 %) or more of the votes in such
entity, is able to direct its affairs and/or to control the composition of its
board of directors or equivalent body.
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which are not licensed as part of The Qt Company's standard product offering,
but shall be included into the scope of Licensed Software only if so
specifically agreed between the Parties.
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in Section 12.
"Applications" shall mean software products created using the Licensed
Software, which include the Redistributables, or part thereof.
"Contractor(s)" shall mean third party consultants, distributors and
contractors performing services to the Licensee under applicable contractual
arrangement.
"Customer(s)" shall mean Licensee's customers to whom Licensee, directly or
indirectly, distributes copies of the Redistributables as integrated or
incorporated into Applications or Devices.
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(EU 2016/679) (GDPR) and any national implementing laws, regulations and
secondary legislation, as may be amended or updated from time to time, as well
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i. are manufactured and/or distributed by the Licensee, its Affiliates,
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a legal entity incorporated in the United States or having its
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corporation with its office at 3031 Tisch Way, 110 Plaza West,
San Jose, CA 95128, USA.; or
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Bertel Jungin aukio D3A, 02600 Espoo, Finland.
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enhancements and new features and are generally depicted as a change to the
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2. OWNERSHIP
2.1. Ownership of The Qt Company
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The Licensed Software is licensed, not sold.
All of The Qt Company's Intellectual Property Rights are and shall remain the
exclusive property of The Qt Company or its licensors respectively. No rights
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All the Licensee's Intellectual Property Rights are and shall remain the
exclusive property of the Licensee or its licensors respectively.
All Intellectual Property Rights to the Modified Software, Applications and
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Licensee may create bug-fixes, error corrections, patches or modifications to
the Licensed Software ("Modified Software"). Such Modified Software may break
the source or binary compatibility with the Licensed Software (including
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("API") or by adding, changing or deleting any variable, method, or class
signature in the Licensed Software and/or any inter-process protocols,
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Licensee's Modified Software so breaks source or binary compatibility with the
Licensed Software, Licensee acknowledges that The Qt Company's ability to
provide Support may be prevented or limited and Licensee's ability to make use
of Updates may be restricted.
Licensee may, at its sole and absolute discretion, choose to submit Modified
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Licensee's Support request, service request or otherwise. In the event
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assignable, irrevocable, perpetual, worldwide, non-exclusive, royalty-free and
fully paid-up license, under all of Licensee's Intellectual Property Rights, to
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Subject to the terms of this Agreement, The Qt Company grants to Licensee a
worldwide, non-exclusive, non-transferable license, valid for each Development
License Term, to use, modify and copy the Licensed Software by Designated
Users on the Development Platforms for the sole purposes of designing,
developing, demonstrating and testing Application(s) and/or Devices, and to
provide thereto related support and other related services to Customers. Each
Application and/or Device can only include, incorporate or integrate
contributions by such Designated Users who are duly licensed for the applicable
Development Platform(s) and Deployment Platform(s) (i.e have a valid license
for the appropriate Licensed Software product).
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
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Licensee may at any time designate another Designated User to replace a
then-current Designated User by notifying The Qt Company in writing, where such
replacement is due to termination of employment, change of job duties, long
time absence or other such permanent reason affecting Designated User's need
for Licensed Software.
Upon expiry of the initially agreed Development License Term, the respective
Development License Term shall be automatically extended to one or more Renewal
Term(s), unless and until either Party notifies the other Party in writing, or
any other method acceptable to The Qt Company (it being specifically
acknowledged and understood that verbal notification is explicitly deemed
inadequate in all circumstances), that it does not wish to continue the
Development License Term, such notification to be provided to the other Party
no less than thirty (30) days before expiry of the respective Development
License Term. The Qt Company shall, in good time before the due date for the
above notification, remind the Licensee on the coming Renewal Term. Unless
otherwise agreed between the Parties, Renewal Term shall be 12 months.
Any such Renewal Term shall be subject to License Fees agreed between the
Parties or, if no advance agreement exists, subject to The Qt Company's
standard list pricing applicable at the commencement date of any such
Renewal Term.
The Qt Company may either request the Licensee to place a purchase order
corresponding to a quote by The Qt Company, or use Licensee's stored Credit
Card information in the Qt Account to automatically charge the Licensee for the
relevant Renewal Term.
3.2. Distribution of Applications
Subject to the terms of this Agreement, The Qt Company grants to Licensee a
worldwide, non-exclusive, non-transferable, revocable (for cause pursuant to
this Agreement), right and license, valid for the Agreement Term, to
(i) distribute, by itself or through its Contractors, Redistributables as
installed, incorporated or integrated into Applications for execution
on the Deployment Platforms, and
(ii) grant perpetual and irrevocable sublicenses to Redistributables, as
distributed hereunder, for Customers solely to the extent necessary in
order for the Customers to use the Applications for their respective
intended purposes.
Right to distribute the Redistributables as part of an Application as provided
herein is not royalty-bearing but is conditional upon the Application having
been created, updated and maintained under a valid and duly paid Development
Licenses.
3.3. Distribution of Devices
Subject to the terms of this Agreement, The Qt Company grants to Licensee a
worldwide, non-exclusive, non-transferable, revocable (for cause pursuant to
this Agreement), right and license, valid for the Agreement Term, to
(i) distribute, by itself or through one or more tiers of Contractors,
Redistributables as installed, incorporated or integrated, or intended
to be installed, incorporated or integrated into Devices for execution
on the Deployment Platforms, and
(ii) grant perpetual and irrevocable sublicenses to Redistributables, as
distributed hereunder, for Customers solely to the extent necessary in
order for the Customers to use the Devices for their respective
intended purposes.
Right to distribute the Devices as provided herein is conditional upon
(i) the Devices having been created, updated and maintained under a valid
and duly paid Development Licenses, and
(ii) the Licensee having acquired corresponding Distribution Licenses at
the time of distribution of any Devices to Customers.
3.4. Further Requirements
The licenses granted above in this Section 3 by The Qt Company to Licensee are
conditional and subject to Licensee's compliance with the following terms:
(i) Licensee acknowledges that The Qt Company has separate products of
Licensed Software for the purpose of Applications and Devices
respectively, where development and distribution of Devices is only
allowed using the correct designated product. Licensee shall make sure
and bear the burden of proof that Licensee is using a correct product
of Licensed Software entitling Licensee to development and distribution
of Devices;
(ii) Licensee shall not remove or alter any copyright, trademark or other
proprietary rights notice(s) contained in any portion of the Licensed
Software;
(iii) Applications must add primary and substantial functionality to the
Licensed Software so as not to compete with the Licensed Software;
(iv) 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);
(v) 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;
(vi) 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)
or Device(s) was developed using the Licensed Software;
(vii) 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 and Affiliates 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;
(viii) Licensee shall not grant the Customers a right to (a) make copies of
the Redistributables except when and to the extent required to use the
Applications and/or Devices for their intended purpose, (b) modify the
Redistributables or create derivative works thereof, (c) decompile,
disassemble or otherwise reverse engineer Redistributables, or (d)
redistribute any copy or portion of the Redistributables to any third
party, except as part of the onward sale of the Application or Device
on which the Redistributables are installed;
(ix) 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 Agreement Term of a hardware device or product
a) which incorporate or integrate any part of Licensed Software or Open
Source Qt; or b) where 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 (ix),
Licensee is entitled to use and combine Licensed Software with any
Permitted Software;
(x) Licensee shall cause all of its Affiliates, Contractors and Customers
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);
(xi) 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
(xii) 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.
3.5 QA Tools License
Subject to the terms of this Agreement, The Qt Company grants to Licensee a
worldwide, non-exclusive, non-transferable license, valid for the Development
License Term, to use the QA Tools for Licensee's internal business purposes in
the manner provided below and in Appendix 1 hereto.
Licensee may modify the QA Tools except for altering or removing any details of
ownership, copyright, trademark or other property right connected with the QA
Tools.
Licensee shall not distribute the QA Tools or any part thereof, modified or
unmodified, separately or as part of any software package, Application or
Device.
Upon expiry of the initially agreed Development License Term, the respective
Development License Term shall be automatically extended to one or more Renewal
Term(s), unless and until either Party notifies the other Party in writing, or
any other method acceptable to The Qt Company (it being specifically
acknowledged and understood that verbal notification is explicitly deemed
inadequate in all circumstances), that it does not wish to continue the
Development License Term, such notification to be provided to the other Party
no less than thirty (30) days before expiry of the respective Development
License Term. The Qt Company shall, in good time before the due date for the
above notification, remind the Licensee on the coming Renewal Term. Unless
otherwise agreed between the Parties, Renewal Term shall be 12 months.
Any such Renewal Term shall be subject to License Fees agreed between the
Parties or, if no advance agreement exists, subject to The Qt Company's
standard list pricing applicable at the commencement date of any such
Renewal Term.
3.6 Evaluation License
Subject to the terms of this Agreement, The Qt Company grants to Licensee a
worldwide, non-exclusive, non-transferable license, valid for the Evaluation
License Term to use the Licensed Software solely for the Licensee's internal
use to evaluate and determine whether the Licensed Software meets Licensee's
business requirements, specifically excluding any commercial use of the
Licensed Software or any derived work thereof.
Upon the expiry of the Evaluation License Term, Licensee must either
discontinue use of the relevant Licensed Software or acquire a commercial
Development License or QA Tools License specified herein.
4. THIRD-PARTY SOFTWARE
The Licensed Software may provide links or access to third party libraries or
code (collectively "Third-Party Software") to implement various functions.
Third-Party Software does not, however, comprise part of the Licensed Software,
but is provided to Licensee complimentary and use thereof is discretionary for
the Licensee. Third-Party Software will be listed in the ".../src/3rdparty"
source tree delivered with the Licensed Software or documented in the Licensed
Software, as such may be amended from time to time. Licensee acknowledges that
use or distribution of Third-Party Software is in all respects subject to
applicable license terms of applicable third-party right holders.
5. PRE-RELEASE CODE
The Licensed Software may contain pre-release code and functionality, or sample
code marked or otherwise stated with appropriate designation such as
"Technology Preview", "Alpha", "Beta", "Sample", "Example" etc.
("Pre-Release Code").
Such Pre-Release Code may be present complimentary for the Licensee, in order
to provide experimental support or information for new platforms or
preliminary versions of one or more new functionalities or for other similar
reasons. The Pre-Release Code may not be at the level of performance and
compatibility of a final, generally available, product offering. The
Pre-Release Code may not operate correctly, may contain errors and may be
substantially modified by The Qt Company prior to the first commercial
product release, if any. The Qt Company is under no obligation to make
Pre-Release Code commercially available, or provide any Support or Updates
relating thereto. The Qt Company assumes no liability whatsoever regarding
any Pre-Release Code, but any use thereof is exclusively at Licensee's own risk
and expense.
For clarity, unless Licensed Software specifies different license terms for the
respective Pre-Release Code, the Licensee is entitled to use such pre-release
code pursuant to Section 3, just like other Licensed Software.
6. LIMITED WARRANTY AND WARRANTY DISCLAIMER
The Qt Company hereby represents and warrants that (i) it has the power and
authority to grant the rights and licenses granted to Licensee under this
Agreement, and (ii) Licensed Software will operate materially in accordance
with its specifications.
Except as set forth above, the Licensed Software is licensed to Licensee "as
is" and Licensee's exclusive remedy and The Qt Company's entire liability for
errors in the Licensed Software shall be limited, at The Qt Company's option,
to correction of the error, replacement of the Licensed Software or return of
the applicable fees paid for the defective Licensed Software for the time
period during which the License is not able to utilize the Licensed Software
under the terms of this Agreement.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE QT COMPANY ON BEHALF OF
ITSELF AND ITS LICENSORS, SUPPLIERS AND AFFILIATES, DISCLAIMS ALL OTHER
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND
NON-INFRINGEMENT WITH REGARD TO THE LICENSED SOFTWARE. THE QT COMPANY DOES NOT
WARRANT THAT THE LICENSED SOFTWARE WILL SATISFY LICENSEE'S REQUIREMENTS OR THAT
IT WILL OPERATE WITHOUT DEFECT OR ERROR OR THAT THE OPERATION THEREOF WILL BE
UNINTERRUPTED.
7. LIMITATION OF LIABILITY
EXCEPT FOR (I) CASES OF GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, AND (II)
BREACH OF CONFIDENTIALITY, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO
EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOSS OF PROFIT,
LOSS OF DATA, LOSS OF BUSINESS OR GOODWILL OR ANY OTHER INDIRECT, SPECIAL,
CONSEQUENTIAL, INCIDENTAL OR PUNITIVE COST, DAMAGES OR EXPENSE OF ANY KIND,
HOWSOEVER ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT.
EXCEPT FOR (I) CASES OF GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, AND (II)
BREACH OF CONFIDENTIALITY, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO
EVENT SHALL EITHER PARTY'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT
EXCEED THE AGGREGATE LICENSE FEES PAID OR PAYABLE TO THE QT COMPANY BY LICENSEE
DURING THE DEVELOPMENT LICENSE TERM DURING WHICH THE EVENT RESULTING IN SUCH
LIABILITY OCCURRED.
THE PROVISIONS OF THIS SECTION 7 ALLOCATE THE RISKS UNDER THIS AGREEMENT
BETWEEN THE QT COMPANY AND LICENSEE AND THE PARTIES HAVE RELIED UPON THE
LIMITATIONS SET FORTH HEREIN IN DETERMINING WHETHER TO ENTER INTO THIS
AGREEMENT.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, LICENSEE SHALL
ALWAYS BE LIABLE TO PAY THE APPLICABLE LICENSE FEES CORRESPONDING TO ITS
ACTUAL USE OF LICENSED SOFTWARE.
8. SUPPORT, UPDATES AND ONLINE SERVICES
Upon due payment of the agreed License Fees the Licensee will be eligible to
receive Support and Updates and to use the Online Services during the agreed
Development License Term or other agreed fixed time period. Support is
provided according to agreed support level and subject to applicable
requirements and restrictions, as specified in the Support Terms.
Unless otherwise decided by The Qt Company at its free and absolute discretion,
Upgrades will not be included in the Support but may be available subject to
additional fees.
From time to time The Qt Company may change the Support Terms, provided that
during the respective ongoing Support period the level of Support may not be
reduced without the consent of the Licensee.
Unless otherwise agreed, The Qt Company shall not be responsible for providing
any service or support to Customers.
9. CONFIDENTIALITY
Each Party acknowledges that during the Agreement Term each Party may receive
information about the other Party's business, business methods, business plans,
customers, business relations, technology, and other information, including the
terms of this Agreement, that is confidential and of great value to the other
Party, and the value of which would be significantly reduced if disclosed to
third parties ("Confidential Information"). Accordingly, when a Party (the
"Receiving Party") receives Confidential Information from the other Party (the
"Disclosing Party"), the Receiving Party shall only disclose such information
to employees and Contractors on a need to know basis, and shall cause its
employees and employees of its Affiliates to: (i) maintain any and all
Confidential Information in confidence; (ii) not disclose the Confidential
Information to a third party without the Disclosing Party's prior written
approval; and (iii) not, directly or indirectly, use the Confidential
Information for any purpose other than for exercising its rights and
fulfilling its responsibilities pursuant to this Agreement. Each Party shall
take reasonable measures to protect the Confidential Information of the other
Party, which measures shall not be less than the measures taken by such Party
to protect its own confidential and proprietary information.
Obligation of confidentiality shall not apply to information that (i) is or
becomes generally known to the public through no act or omission of the
Receiving Party; (ii) was in the Receiving Party's lawful possession prior to
the disclosure hereunder and was not subject to limitations on disclosure or
use; (iii) is developed independently by employees or Contractors of the
Receiving Party or other persons working for the Receiving Party who have not
had access to the Confidential Information of the Disclosing Party, as proven
by the written records of the Receiving Party; (iv) is lawfully disclosed to
the Receiving Party without restrictions, by a third party not under an
obligation of confidentiality; or (v) the Receiving Party is legally compelled
to disclose, in which case the Receiving Party shall notify the Disclosing
Party of such compelled disclosure and assert the privileged and confidential
nature of the information and cooperate fully with the Disclosing Party to
limit the scope of disclosure and the dissemination of disclosed Confidential
Information to the minimum extent necessary.
The obligations under this Section 9 shall continue to remain in force for a
period of five (5) years after the last disclosure, and, with respect to trade
secrets, for so long as such trade secrets are protected under applicable trade
secret laws.
10. FEES, DELIVERY AND PAYMENT
10.1. License Fees
License Fees are described in The Qt Company's standard price list, quote or
Purchase Order confirmation or in an Appendix 2 hereto, as the case may be.
Unless otherwise expressly provided in this Agreement, the License Fees shall
not be refunded or claimed as a credit in any event or for any reason
whatsoever.
10.2. Ordering Licenses
Licensee may purchase Development Licenses, Distribution Licenses and QA Tools
Licenses pursuant to agreed pricing terms or, if no specific pricing terms have
been agreed upon, at The Qt Company's standard pricing terms applicable at the
time of purchase.
Unless expressly otherwise agreed, any price or other term quoted to the
Licensee or specified herein shall only be valid for the thirty (30) days from
the effective date of this Agreement, Appendix 2 or the date of the quote, as
applicable.
Licensee shall submit all purchase orders for Development Licenses and
Distribution Licenses to The Qt Company by email or any other method acceptable
to The Qt Company (each such order is referred to herein as a "Purchase Order")
for confirmation, whereupon the Purchase Order shall become binding between the
Parties.
Licensee acknowledges and agrees that all Purchase Orders for Licensed Software
the Licensee makes during the Agreement Term shall be governed exclusively
under the terms of this Agreement.
10.3. Distribution License Packs
Unless otherwise agreed, Distribution Licenses shall be purchased by way of
Distribution License Packs.
Upon due payment of the ordered Distribution License Pack(s), the Licensee will
have an account of Distribution Licenses available for distributing the
Redistributables in accordance with this Agreement.
Each time Licensee distributes a copy of Redistributables, then one
Distribution License is used, and Licensee's account of available Distribution
Licenses is decreased accordingly.
Licensee may distribute copies of the Redistributables so long as Licensee has
Distribution Licenses remaining on its account.
10.4. Payment Terms
License Fees and any other charges under this Agreement shall be paid by
Licensee no later than thirty (30) days from the date of the applicable invoice
from The Qt Company.
The Qt Company will submit an invoice to Licensee after the date of this
Agreement and/or after The Qt Company receives a Purchase Order from Licensee.
A late payment charge of the lower of (a) one percent per month; or (b) the
interest rate stipulated by applicable law, shall be charged on any unpaid
balances that remain past due and which have not been disputed by the Licensee
in good faith.
10.5. Taxes
All License Fees and other charges payable hereunder are gross amounts but
exclusive of any value added tax, use tax, sales tax, withholding tax and other
taxes, duties or tariffs ("Taxes") levied directly for the sale, delivery or
use of Licensed Software hereunder pursuant to any applicable law. Such
applicable Taxes shall be paid by Licensee to The Qt Company, or, where
applicable, in lieu of payment of such Taxes to The Qt Company, Licensee shall
provide an exemption certificate to The Qt Company and any applicable
authority.
11. RECORD-KEEPING AND REPORTING OBLIGATIONS; AUDIT RIGHTS
11.1. Licensee's Record-keeping
Licensee shall at all times during the Agreement Term and for a period of two
(2) years thereafter maintain Licensee's Records in an accurate and up-to-date
form. Licensee's Records shall be adequate to reasonably enable The Qt Company
to determine Licensee's compliance with the provisions of this Agreement. The
records shall conform to general good accounting practices.
Licensee shall, within thirty (30) days from receiving The Qt Company's request
to that effect, deliver to The Qt Company a report based on Licensee's Records,
such report to contain information, in sufficient detail, on (i) number and
identity of users working with Licensed Software or Open Source Qt, (ii) copies
of Redistributables distributed by Licensee during the most recent calendar
quarter and/or any other term specified by The Qt Company, , and (iii) any
other information pertaining to Licensee's compliance with the terms of this
Agreement (like e.g. information on products and/or projects relating to use of
Distribution Licenses), as The Qt Company may reasonably require from time to
time.
11.2. The Qt Company's Audit Rights
The Qt Company or an independent auditor acting on behalf of The Qt Company's,
may, upon at least thirty (30) days' prior written notice and at its expense,
audit Licensee with respect to the Licensee's use of the Licensed Software, but
not more frequently than once during each 6-month period. Such audit may be
conducted by mail, electronic means or through an in-person visit to Licensee's
place of business. Any possible in-person audit shall be conducted during
regular business hours at Licensee's facilities and shall not unreasonably
interfere with Licensee's business activities and shall be limited in scope to
verify Licensee's compliance with the terms of this Agreement. The Qt Company
or the independent auditor acting on behalf of The Qt Company shall be entitled
to inspect Licensee's Records and conduct necessary interviews of Licensee's
relevant employees and Contractors. All such Licensee's Records and use thereof
shall be subject to an obligation of confidentiality under this Agreement.
If an audit reveals that Licensee is using the Licensed Software beyond scope
of the licenses Licensee has paid for, Licensee shall pay to The Qt Company any
amounts owed for such unauthorized use within 30 days from receipt of the
corresponding invoice from The Qt Company.
In addition, in the event the audit reveals a material violation of the terms
of this Agreement (without limitation, either (i) underpayment of more than 10
% of License Fees or 10,000 euros (whichever is more) or (ii) distribution of
products, which include or result from Prohibited Combination, shall be deemed
a material violation for purposes of this section), then the Licensee shall
pay The Qt Company's reasonable cost of conducting such audit.
12. TERM AND TERMINATION
12.1. Agreement Term
This Agreement shall enter into force upon due acceptance by both Parties and
remain in force until terminated pursuant to the terms of this Section 12
("Agreement Term").
12.2. Termination for breach and suspension of rights
Either Party shall have the right to terminate this Agreement upon thirty (30)
days prior written notice if the other Party commits a material breach of any
obligation of this Agreement and fails to remedy such breach within such notice
period.
Instead of termination, The Qt Company shall have the right to suspend or
withhold grants of all rights to the Licensed Software hereunder, including but
not limited to the Development Licenses, Distribution License, and Support,
should Licensee fail to make payment in timely fashion or otherwise violates or
is reasonably suspected to violate its obligations or terms of this Agreement,
and where such violation or breach is not cured within ten (10) business days
following The Qt Company's written notice thereof.
12.3. Termination for insolvency
Either Party shall have the right to terminate this Agreement immediately upon
written notice in the event that the other Party becomes insolvent, files for
any form of bankruptcy, makes any assignment for the benefit of creditors, has
a receiver, administrative receiver or officer appointed over the whole or a
substantial part of its assets, ceases to conduct business, or an act
equivalent to any of the above occurs under the laws of the jurisdiction of the
other Party.
12.4. Parties' Rights and Duties upon Termination
Upon expiry or termination of the Agreement, Licensee shall cease and shall
cause all Designated Users (including those of its Affiliates' and
Contractors') to cease using the Licensed Software under this Agreement. For
clarity, a Development License of a Designated User or a QA Tools License, and
all rights relating thereto, shall always terminate at the expiry of the
respective Development License Term, even if the Agreement continues to remain
in force.
Upon 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 by Licensee's duly authorized officer 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.
Except when this Agreement is terminated by The Qt Company due to Licensee's
material breach as set forth in Section 12.2, the Licensee may continue
distribution of Applications and Devices under the terms of this Agreement
despite the termination of this Agreement. In such event the terms hereof will
continue to be applicable and govern any such distribution of Applications and
Devices beyond the expiry or termination of this Agreement. In case of
termination by The Qt Company due to Licensee's material breach, Licensee must
cease any distribution of Applications and Devices at the date of termination
of this Agreement.
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 pay
to The Qt Company all such fees within 30 days from the effective date of
termination of this Agreement.
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 of Rights under Special Circumstances
In the event of The Qt Company choosing not to renew the Development License(s)
or QA Tools Licenses, as set forth in Section 3.1 and 3.5 respectively, and
where such decision of non-renewal is not due to any ongoing breach or alleged
breach (as reasonably determined by The Qt Company) by Licensee of the terms of
this Agreement or any applicable license terms of Open Source Qt, then all
valid and affected Development Licenses and QA Tools 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.
In the event The Qt Company is declared bankrupt under a final, non-cancellable
decision by relevant court of law, and this Agreement is not, at the date of
expiry of the Development License(s) or QA Tools Licenses, assigned to party,
who has assumed The Qt Company's position as a legitimate licensor of Licensed
Software under this Agreement, then all valid Development Licenses and QA Tools
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.
For clarity, in case of an extension under this Section 12.5, any such
extension shall not apply to The Qt Company's Support obligations, but Support
shall be provided only up until the end of the respective fixed Development
License Term regardless of the extension of relevant Development License or QA
Tools License, unless otherwise agreed between the Parties.
13. GOVERNING LAW AND LEGAL VENUE
In the event this Agreement is in the name of The Qt Company Inc., a Delaware
Corporation, then:
(i) this Agreement shall be construed and interpreted in accordance with
the laws of the State of California, USA, excluding its choice of law
provisions;
(ii) the United Nations Convention on Contracts for the International Sale
of Goods will not apply to this Agreement; and
(iii) any dispute, claim or controversy arising out of or relating to this
Agreement or the breach, termination, enforcement, interpretation or
validity thereof, including the determination of the scope or
applicability of this Agreement to arbitrate, shall be determined by
arbitration in San Francisco, USA, before one arbitrator. The
arbitration shall be administered by JAMS pursuant to JAMS' Streamlined
Arbitration Rules and Procedures. Judgment on the Award may be entered
in any court having jurisdiction. This Section shall not preclude
parties from seeking provisional remedies in aid of arbitration from a
court of appropriate jurisdiction.
In the event this Agreement is in the name of The Qt Company Ltd., a Finnish
Company, then:
(i) this Agreement shall be construed and interpreted in accordance with
the laws of Finland, excluding its choice of law provisions;
(ii) the United Nations Convention on Contracts for the International Sale
of Goods will not apply to this Agreement; and
(iii) any disputes, controversy or claim arising out of or relating to this
Agreement, or the breach, termination or validity thereof shall be
finally settled by arbitration in accordance with the Arbitration Rules
of International Chamber of Commerce. The arbitration tribunal shall
consist of one (1), or if either Party so requires, of three (3),
arbitrators. The award shall be final and binding and enforceable in
any court of competent jurisdiction. The arbitration shall be held in
Helsinki, Finland and the process shall be conducted in the English
language. This Section shall not preclude parties from seeking
provisional remedies in aid of arbitration from a court of appropriate
jurisdiction.
14. GENERAL PROVISIONS
14.1. No Assignment
Except in the case of a merger or sale of substantially all of its corporate
assets, Licensee shall not be entitled to assign or transfer all or any of its
rights, benefits and obligations under this Agreement without the prior written
consent of The Qt Company, which shall not be unreasonably withheld or delayed.
The Qt Company shall be entitled to freely assign or transfer any of its
rights, benefits or obligations under this Agreement.
14.2. No Third-Party Representations
Licensee shall make no representations or warranties concerning the Licensed
Software on behalf of The Qt Company. Any representation or warranty Licensee
makes or purports to make on The Qt Company's behalf shall be void as to
The Qt Company.
14.3. Surviving Sections
Any terms and conditions that by their nature or otherwise reasonably should
survive termination of this Agreement shall so be deemed to survive. Such
sections include especially the following: 1, 2, 6, 7, 9, 11, 12.4, 13 and 14.
14.4. Entire Agreement
This Agreement, the Appendices hereto, the License Certificate and any
applicable quote and Purchase Order accepted by The Qt Company constitute the
complete agreement between the Parties and supersedes all prior or
contemporaneous discussions, representations, and proposals, written or oral,
with respect to the subject matters discussed herein.
In the event of any conflict or inconsistency between this Agreement and any
Purchase Order, the terms of this Agreement will prevail over the terms of the
Purchase Order with respect to such conflict or inconsistency.
Parties specifically acknowledge and agree that this Agreement prevails over
any click-to-accept or similar agreements the Designated Users may need to
accept online upon download of the Licensed Software, as may be required by
The Qt Company's applicable processes relating to Licensed Software.
14.5. Modifications
No modification of this Agreement shall be effective unless contained in a
writing executed by an authorized representative of each Party. No term or
condition contained in Licensee's Purchase Order ("Deviating Terms") shall
apply unless The Qt Company has expressly agreed such Deviating Terms in
writing. Unless and to the extent expressly agreed by The Qt Company, any such
Deviating Terms shall be deemed void and with no legal effect. For clarity,
delivery of the Licensed Software following the receipt of the Purchase Order
including Deviating Terms shall not constitute acceptance of such Deviating
Terms.
14.6. Force Majeure
Except for the payment obligations hereunder, neither Party shall be liable to
the other for any delay or non-performance of its obligations hereunder in the
event and to the extent that such delay or non-performance is due to an event
of act of God, terrorist attack or other similar unforeseeable catastrophic
event that prevents either Party for fulfilling its obligations under this
Agreement and which such Party cannot avoid or circumvent ("Force Majeure
Event"). If the Force Majeure Event results in a delay or non-performance of a
Party for a period of three (3) months or longer, then either Party shall have
the right to terminate this Agreement with immediate effect without any
liability (except for the obligations of payment arising prior to the event of
Force Majeure) towards the other Party.
14.7. Notices
Any notice given by one Party to the other shall be deemed properly given and
deemed received if specifically acknowledged by the receiving Party in writing
or when successfully delivered to the recipient by hand, fax, or special
courier during normal business hours on a business day to the addresses
specified for each Party on the signature page. Each communication and document
made or delivered by one Party to the other Party pursuant to this Agreement
shall be in the English language.
14.8. Export Control
Licensee acknowledges that the Redistributables, as incorporated in
Applications or Devices, may be subject to export control restrictions under
the applicable laws of respective countries. Licensee shall fully comply with
all applicable export license restrictions and requirements as well as with all
laws and regulations relating to the Redistributables and exercise of licenses
hereunder and shall procure all necessary governmental authorizations,
including without limitation, all necessary licenses, approvals, permissions or
consents, where necessary for the re-exportation of the Redistributables,
Applications and/or Devices.
14.9. No Implied License
There are no implied licenses or other implied rights granted under this
Agreement, and all rights, save for those expressly granted hereunder, shall
remain with The Qt Company and its licensors. In addition, no licenses or
immunities are granted to the combination of the Licensed Software with any
other software or hardware not delivered by The Qt Company under this
Agreement.
14.10. Attorney Fees
The prevailing Party in any action to enforce this Agreement shall be entitled
to recover its attorney's fees and costs in connection with such action, as to
be ordered by the relevant dispute resolution body.
14.11. Privacy
Licensee acknowledges and agrees that for the purpose of this Agreement,
The Qt Company may collect, use, transfer and disclose personal data pertaining
to Designated Users as well as any other employees and directors of the
Licensee and its Contractors relevant for carrying out the intent of this
Agreement. Such personal data will be primarily collected from the relevant
individuals but may be collected also from Licensee (e.g. in the course of
Licensee's reporting obligations). The Parties acknowledge that as
The Qt Company determines the purpose and means for such collection and
processing of the applicable personal data, 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 and security policies and practices, which will comply with all
applicable requirements of the Data Protection Legislation.
14.12. Severability
If any provision of this Agreement shall be adjudged by any court of competent
jurisdiction to be unenforceable or invalid, that provision shall be limited or
eliminated to the minimum extent necessary so that this Agreement shall
otherwise remain in full force and effect and enforceable.
14.13. Marketing Rights
Parties have agreed upon Marketing Rights pursuant to Appendix 7, if any.
APPENDICES
The Agreement includes following Appendices 1-10, as applicable.
- Appendix 1: Licensed Software details
- Appendix 2: Pricing
- Appendix 3: Add-on Software details (optional)
- Appendix 4: Non-commercial and educational Licenses (optional)
- Appendix 5: Small business and startup Licenses (optional)
- Appendix 6: License Reporting (optional)
- Appendix 7: Marketing Rights (optional)
- Appendix 8: Intentionally left blank (optional)
- Appendix 9: Support Terms
- Appendix 10: Conversion from legacy Licenses to Subscription (optional)
APPENDIX 1: LICENSED SOFTWARE
The modules and/or tools that are included in the latest publicly available
version of the respective product at the effective date of this Agreement- Qt
for Application Development Professional (ADP), Qt for Application Development
Enterprise (ADE), Qt for Device Creation Professional (DCP), Qt for Device
Creation Enterprise (DCE), - are marked with "X" in the below table. The
modules and tools are specific to each product version respectively and may
vary from version to version. Modules and tools included in the latest publicly
available version of the respective product at any given time are listed in
Appendix 1 of the latest version of this Agreement available at
www.qt.io/terms-conditions/. If a new version of Licensed Software does not
include a module or tool present in an older version which Licensee is entitled
to use under a valid license from The Qt Company, then Licensee will continue
to have such right during the Term of this Agreement. In the event a new
version of the Licensed Software adds modules or tools to any previous
version(s), Licensee's rights will extend to cover also such additional modules
and tools.
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 | ADP | ADE | DCP | DCE |
+----------------------------------------------------------+
| Active Qt | X,R | X,R | X,R | X,R |
+----------------------------------------------------------+
| Qt 3D | X,R | X,R | X,R | X,R |
+----------------------------------------------------------+
| Qt 5 Core Compatibility APIs | X,R | X,R | X,R | X,R |
+----------------------------------------------------------+
| Qt Android Extras | X,R | X,R | X,R | X,R |
+----------------------------------------------------------+
| Qt Bluetooth | X,R | X,R | X,R | X,R |
+----------------------------------------------------------+
| Qt Canvas 3D | X,R | X,R | X,R | X,R |
+----------------------------------------------------------+
| Qt Charts | X,R | X,R | X,R | X,R |
+----------------------------------------------------------+
| Qt Concurrent | X,R | X,R | X,R | X,R |
+----------------------------------------------------------+
| Qt Core | X,R | X,R | X,R | X,R |
+----------------------------------------------------------+
| Qt Data Visualization | X,R | X,R | X,R | X,R |
+----------------------------------------------------------+
| Qt D-Bus | X,R | X,R | X,R | X,R |
+----------------------------------------------------------+
| Qt for Python | X,R | X,R | X,R | X,R |
+----------------------------------------------------------+
| Qt for WebAssembly | X,R | X,R | X,R | X,R |
+----------------------------------------------------------+
| Qt Gamepad | X,R | X,R | X,R | X,R |
+----------------------------------------------------------+
| Qt Graphical Effects | X,R | X,R | X,R | X,R |
+----------------------------------------------------------+
| Qt GUI | X,R | X,R | X,R | X,R |
+----------------------------------------------------------+
| Qt Help | X,R | X,R | X,R | X,R |
+----------------------------------------------------------+
| Qt Image Formats | X,R | X,R | X,R | X,R |
+----------------------------------------------------------+
| Qt Location | X,R | X,R | X,R | X,R |
+----------------------------------------------------------+
| Qt Lottie Animation | X,R | X,R | X,R | X,R |
+----------------------------------------------------------+
| Qt Mac Extras | X,R | X,R | X,R | X,R |
+----------------------------------------------------------+
| Qt Multimedia | X,R | X,R | X,R | X,R |
+----------------------------------------------------------+
| Qt Multimedia Widgets | X,R | X,R | X,R | X,R |
+----------------------------------------------------------+
| Qt Network | X,R | X,R | X,R | X,R |
+----------------------------------------------------------+
| Qt Network Authorization | X,R | X,R | X,R | X,R |
+----------------------------------------------------------+
| Qt NFC | X,R | X,R | X,R | X,R |
+----------------------------------------------------------+
| Qt OpenGL | X,R | X,R | X,R | X,R |
+----------------------------------------------------------+
| Qt PDF | X,R | X,R | X,R | X,R |
+----------------------------------------------------------+
| Qt Platform Headers | X,R | X,R | X,R | X,R |
+----------------------------------------------------------+
| Qt Positioning | X,R | X,R | X,R | X,R |
+----------------------------------------------------------+
| Qt Print Support | X,R | X,R | X,R | X,R |
+----------------------------------------------------------+
| Qt Purchasing | X,R | X,R | X,R | X,R |
+----------------------------------------------------------+
| Qt QML | X,R | X,R | X,R | X,R |
+----------------------------------------------------------+
| Qt Quick | X,R | X,R | X,R | X,R |
+----------------------------------------------------------+
| Qt Quick 3D | X,R | X,R | X,R | X,R |
+----------------------------------------------------------+
| Qt Quick Controls 1 | X,R | X,R | X,R | X,R |
+----------------------------------------------------------+
| Qt Quick Controls | X,R | X,R | X,R | X,R |
+----------------------------------------------------------+
| Qt Quick Dialogs | X,R | X,R | X,R | X,R |
+----------------------------------------------------------+
| Qt Quick Extras | X,R | X,R | X,R | X,R |
+----------------------------------------------------------+
| Qt Quick Layouts | X,R | X,R | X,R | X,R |
+----------------------------------------------------------+
| Qt Quick Test | X,R | X,R | X,R | X,R |
+----------------------------------------------------------+
| Qt Quick Timeline | X,R | X,R | X,R | X,R |
+----------------------------------------------------------+
| Qt Quick WebGL | X,R | X,R | X,R | X,R |
+----------------------------------------------------------+
| Qt Quick Widgets | X,R | X,R | X,R | X,R |
+----------------------------------------------------------+
| Qt Remote Objects | X,R | X,R | X,R | X,R |
+----------------------------------------------------------+
| Qt Script | X,R | X,R | X,R | X,R |
+----------------------------------------------------------+
| Qt Script Tools | X,R | X,R | X,R | X,R |
+----------------------------------------------------------+
| Qt SCXML | X,R | X,R | X,R | X,R |
+----------------------------------------------------------+
| Qt Sensors | X,R | X,R | X,R | X,R |
+----------------------------------------------------------+
| Qt Serial Bus | X,R | X,R | X,R | X,R |
+----------------------------------------------------------+
| Qt Serial Port | X,R | X,R | X,R | X,R |
+----------------------------------------------------------+
| Qt Shader Tools | X,R | X,R | X,R | X,R |
+----------------------------------------------------------+
| Qt Speech | X,R | X,R | X,R | X,R |
+----------------------------------------------------------+
| Qt State Machine | X,R | X,R | X,R | X,R |
+----------------------------------------------------------+
| Qt SQL | X,R | X,R | X,R | X,R |
+----------------------------------------------------------+
| Qt SVG | X,R | X,R | X,R | X,R |
+----------------------------------------------------------+
| Qt Test | X,R | X,R | X,R | X,R |
+----------------------------------------------------------+
| Qt UI Tools | X,R | X,R | X,R | X,R |
+----------------------------------------------------------+
| Qt Virtual Keyboard | X,R | X,R | X,R | X,R |
+----------------------------------------------------------+
| Qt Wayland Compositor | X,R | X,R | X,R | X,R |
+----------------------------------------------------------+
| Qt WebChannel | X,R | X,R | X,R | X,R |
+----------------------------------------------------------+
| Qt WebEngine | X,R | X,R | X,R | X,R |
+----------------------------------------------------------+
| Qt WebSockets | X,R | X,R | X,R | X,R |
+----------------------------------------------------------+
| Qt WebView | X,R | X,R | X,R | X,R |
+----------------------------------------------------------+
| Qt Widgets | X,R | X,R | X,R | X,R |
+----------------------------------------------------------+
| Qt Windows Extras | X,R | X,R | X,R | X,R |
+----------------------------------------------------------+
| Qt X11 Extras | X,R | X,R | X,R | X,R |
+----------------------------------------------------------+
| Qt XML | X,R | X,R | X,R | X,R |
+----------------------------------------------------------+
| Qt XML Patterns | X,R | X,R | X,R | X,R |
+----------------------------------------------------------+
| Qt Designer (Qt Widget Designer) | X,R | X,R | X,R | X,R |
+----------------------------------------------------------+
| Qt Linguist | X,R | X,R | X,R | X,R |
+----------------------------------------------------------+
| Qt Assistant | X,R | X,R | X,R | X,R |
+----------------------------------------------------------+
| lupdate | X,R | X,R | X,R | X,R |
+----------------------------------------------------------+
| lrelease | X,R | X,R | X,R | X,R |
+----------------------------------------------------------+
| lconvert | X,R | X,R | X,R | X,R |
+----------------------------------------------------------+
| Qt MQTT | | X,R | X,R | X,R |
+----------------------------------------------------------+
| Qt KNX | | X,R | X,R | X,R |
+----------------------------------------------------------+
| Qt OPC UA | | X,R | X,R | X,R |
+----------------------------------------------------------+
| Qt CoAP | | X,R | X,R | X,R |
+----------------------------------------------------------+
| Boot 2 Qt stacks | | | X,R | X,R |
+----------------------------------------------------------+
| Qt OTA | | | X,R | X,R |
+----------------------------------------------------------+
| Device Utilities | | | X,R | X,R |
+----------------------------------------------------------+
| Qt Debugging Bridge (QBD) Daemon | | | X,R | X,R |
+----------------------------------------------------------+
| Qt Quick Ultralite Controls | | | X,R | X,R |
+----------------------------------------------------------+
| Qt Quick Ultralite | | | X,R | X,R |
+----------------------------------------------------------+
| Qt Safe Renderer (QSR) | | | | X,R |
+----------------------------------------------------------+
| Qt Application Manager | | | | X,R |
+----------------------------------------------------------+
| Qt Interface Framework | | | | X,R |
+----------------------------------------------------------+
| Neptune Reference UI | | | | X,R |
+----------------------------------------------------------+
| Qt for Android Automotive (QAA) | | | | X,R |
+----------------------------------------------------------+
| Qt Creator | X | X | X | X |
+----------------------------------------------------------+
| Qt Design Studio Professional | X | X | X | X |
+----------------------------------------------------------+
| androiddeployqt | X | X | X | X |
+----------------------------------------------------------+
| androidtestrunner | X | X | X | X |
+----------------------------------------------------------+
| canbusutil | X | X | X | X |
+----------------------------------------------------------+
| dumpcpp | X | X | X | X |
+----------------------------------------------------------+
| dumpdoc | X | X | X | X |
+----------------------------------------------------------+
| fixqt4headers.pl | X | X | X | X |
+----------------------------------------------------------+
| idc | X | X | X | X |
+----------------------------------------------------------+
| moc | X | X | X | X |
+----------------------------------------------------------+
| pixeltool | X | X | X | X |
+----------------------------------------------------------+
| qdbus | X | X | X | X |
+----------------------------------------------------------+
| qdbuscpp2xml | X | X | X | X |
+----------------------------------------------------------+
| qdbusviwer | X | X | X | X |
+----------------------------------------------------------+
| qdbusxml2cpp | X | X | X | X |
+----------------------------------------------------------+
| qdistancefieldgenerator | X | X | X | X |
+----------------------------------------------------------+
| qdoc | X | X | X | X |
+----------------------------------------------------------+
| qhelpgenerator | X | X | X | X |
+----------------------------------------------------------+
| qlalr | X | X | X | X |
+----------------------------------------------------------+
| qmake | X | X | X | X |
+----------------------------------------------------------+
| qml | X | X | X | X |
+----------------------------------------------------------+
| qmlcachegen | X | X | X | X |
+----------------------------------------------------------+
| qmldom | X | X | X | X |
+----------------------------------------------------------+
| qmleasing | X | X | X | X |
+----------------------------------------------------------+
| qmlformat | X | X | X | X |
+----------------------------------------------------------+
| qmllint | X | X | X | X |
+----------------------------------------------------------+
| qmlpreview | X | X | X | X |
+----------------------------------------------------------+
| qmlprofiler | X | X | X | X |
+----------------------------------------------------------+
| qmlscene | X | X | X | X |
+----------------------------------------------------------+
| qmltestrunner | X | X | X | X |
+----------------------------------------------------------+
| qmltime | X | X | X | X |
+----------------------------------------------------------+
| qmlviewer | X | X | X | X |
+----------------------------------------------------------+
| qtdiag | X | X | X | X |
+----------------------------------------------------------+
| qtpaths | X | X | X | X |
+----------------------------------------------------------+
| qtplugininfo | X | X | X | X |
+----------------------------------------------------------+
| qvkgen | X | X | X | X |
+----------------------------------------------------------+
| rcc | X | X | X | X |
+----------------------------------------------------------+
| tracegen | X | X | X | X |
+----------------------------------------------------------+
| uic | X | X | X | X |
+----------------------------------------------------------+
| windeployqt | X | X | X | X |
+----------------------------------------------------------+
| Target toolchains | | | X | X |
+----------------------------------------------------------+
| Qt Debugging Bridge Host Tools | | | X | X |
+----------------------------------------------------------+
| qtconfig-gui | | | X | X |
+----------------------------------------------------------+
| Qt Emulator | | | X | X |
+----------------------------------------------------------+
| Qt Creator VxWorks plugin | | | X | X |
+----------------------------------------------------------+
| Qt Creator plugin for Qt | | | | X |
| Application Manager | | | | |
+----------------------------------------------------------+
| qmlinterfacegenerator | | | | X |
+----------------------------------------------------------+
| qmltocpp | | | | X |
+----------------------------------------------------------+
| qulfontcompiler | | | | X |
+----------------------------------------------------------+
| Qt Deployment Server | | | | X |
+----------------------------------------------------------+
Rights for Application and Device use cases
Following table summarizes the rights afforded by different products of the
Licensed Software to create and distribute Applications and Devices as defined
in this Agreement (X marks for rights):
+---------------------------------------------------------------+
| | Applications | Devices |
+---------------------------------------------------------------+
| ADP | X | |
+---------------------------------------------------------------+
| ADE | X | |
+---------------------------------------------------------------+
| DCP | X | X |
+---------------------------------------------------------------+
| DCE | X | X |
+---------------------------------------------------------------+
Licensed Software: Designer tools and modules
The modules and/or tools that are included in the respective product - Qt for
Design Studio Professional (DSP), Qt for Design Studio Enterprise (DSE) - are
marked with "X" in the below table.
Designer tools provides no Redistributables.
+---------------------------------------------+
| | DSP | DSE |
+---------------------------------------------+
| Qt Design Studio | X | X |
+---------------------------------------------+
| Qt Design Bridges | | X |
+---------------------------------------------+
| QML Live on host | X | X |
+---------------------------------------------+
| QML Live on target | | X |
+---------------------------------------------+
| Variant Management | | X |
+---------------------------------------------+
| Shader creation tools | | X |
+---------------------------------------------+
| Profiling tools | | X |
+---------------------------------------------+
| Simulink support | | X |
+---------------------------------------------+
Both DSP and DSE can be used to create an user interface for use cases covered
by ADP, ADE, DCP and DCE.
Licensed Software: QA Tools
The modules and/or tools that are included in the respective QA Tools product
- Squish (both Tester and execution Licenses), Coco or Test Center - are marked
with "X" in the below table. Optional features that will need additional
licenses are marked with "O". QA Tools include no Redistributables.
+---------------------------------------------------------------------+
| | Squish | Coco | Test Center |
+---------------------------------------------------------------------+
| Squish IDE | X | | |
+---------------------------------------------------------------------+
| QA Tool-specific command line tools | X | X | X |
+---------------------------------------------------------------------+
| Coverage Browser | | X | |
+---------------------------------------------------------------------+
| HTML interface | | | X |
+---------------------------------------------------------------------+
| Qt Support Module | X | | |
+---------------------------------------------------------------------+
| Java support module | X | | |
+---------------------------------------------------------------------+
| Windows support module | X | | |
+---------------------------------------------------------------------+
| iOS support module | X | | |
+---------------------------------------------------------------------+
| Android support module | X | | |
+---------------------------------------------------------------------+
| Web support module | X | | |
+---------------------------------------------------------------------+
| macOS support module | X | | |
+---------------------------------------------------------------------+
| VNC support module | X | | |
+---------------------------------------------------------------------+
| MCU support module | X | | |
+---------------------------------------------------------------------+
| C and C++ language module | | X | |
+---------------------------------------------------------------------+
| C# language module | | X | |
+---------------------------------------------------------------------+
| QML language module | | X | |
+---------------------------------------------------------------------+
| Tester Cross-Compilation Add-On | O | O | |
+---------------------------------------------------------------------+
License capabilities for Squish
License capabilities that are included in the Squish Tester and Execution
Licenses are marked with "X" in the below table.
+-----------------------------------------------------------------------------+
| | Squish Tester License | Squish Execution License |
+-----------------------------------------------------------------------------+
| Ability to create, edit, | X | |
| and debug test cas | | |
+-----------------------------------------------------------------------------+
| Ability to execute test | X | X |
| cases | | |
+-----------------------------------------------------------------------------+
Install and use capabilities for QA Tools
Install and use capabilities that are included in the respective QA Tools
products are defined in the below table.
+-----------------------------------------------------------------------------+
| | Squish | Squish | Coco | Test |
| | Tester | Execution | License | Center |
| | License | License | | License |
+-----------------------------------------------------------------------------+
| Number of installation | Unlimited | Unlimited | Unlimited | One(1) |
| instances per license | | | | |
+-----------------------------------------------------------------------------+
| Number of concurrent | Limited by| Limited by | Limited by | Limited by |
| users | number of | number of | number of | number of |
| | Squish | Squish | Coco | Test Center |
| | Tester | Execution | Tester | Licenses |
| | Licenses | Licenses | Licenses | |
+-----------------------------------------------------------------------------+
APPENDIX 2: PRICING
Separate template
APPENDIX 3: ADD-ON PRODUCTS TO LICENSED SOFTWARE
Intentionally left blank.
APPENDIX 4: SMALL BUSINESS AND STARTUP
The provisions of this Appendix 4 are applicable for companies with an annual
revenue, including funding, equivalent to maximum of 250,000 USD (in applicable
currency) during the latest full calendar year, as evidenced by duly audited
records of the Licensee and approved by The Qt Company ("Start-up Company").
Start-up Companies are qualified for a discounted License Fee for maximum of
four (4) Development Licenses ("Start-up Development License") unless otherwise
agreed between the parties.
Start-up Development License entitles the respective Designated User for
Support only for Install Support as defined in Appendix 9, Support Terms.
Upon expiry of the respective Development License Term, the Start-up
Development Licenses shall be automatically extended, pursuant to Section 3.1
of the Agreement, for a Renewal Term either as new Start-up Development
Licenses (if the Licensee still qualifies as a Start-up Company), or as normal
then standard list price Development Licenses (if the Licensee no longer
qualifies as a Start-up Company).
APPENDIX 5: NON-COMMERCIAL AND EDUCATIONAL USE
The provisions of this Appendix 5 are applicable for non-commercial use of the
Licensed Software by the Licensee.
For the purpose of this Appendix 5, the following additional definitions
(replacing the relevant definition of the Agreement, where applicable) shall be
applicable:
"Demo Units" shall mean (i) hardware development platform, which incorporates
the Licensed Software along with Licensee's software and/or hardware, and (ii)
prototype versions of Applications or Devices.
"Designated User(s)" shall mean the employees and students of the Licensee.
"Licensee Products" shall mean Applications and/or Devices.
"Permitted Purpose" shall mean (i) Licensee's internal evaluation and testing
of Licensed Software, (ii) building Demo Units as well as (iii) educational
use.
"Agreement Term" shall mean a period of twelve (12) months or any such other
period as may be agreed between the Parties.
For the purpose of this Appendix 5, the following changes shall be agreed with
respect to relevant Sections of the Agreement:
I. Recital (A) shall be replaced in its entirety to read as follows:
"(A) Licensee wishes to use the Licensed Software for the Permitted
Purpose."
II. Section 3.1 shall be replaced in its entirety to read as follows:
"The Qt Company grants to Licensee a personal, non-exclusive,
non-transferable, revocable, royalty-free license, valid for the
Agreement Term, to use, modify and copy the Licensed Software solely
for the Permitted Purpose. Licensee may install copies of the Licensed
Software on five (5) computers per Designated User, provided that only
the Designated Users who have a valid Development License may use the
Licensed Software. Licensee may demonstrate the Demo Units, provided
that such demonstrations must be conducted by Licensee, and the Demo
Units must remain in Licensee's possession and under Licensee's control
at all times.
For clarity, this Agreement does not (i) entitle Licensee to use
Licensed Software to create Applications or Devices (other than
prototypes thereof) or (ii) carry any distribution rights to Licensee,
but such rights are subject to and conditional upon conclusion of a
separate license agreement with The Qt Company."
III. Sections 3.2, 3.3, 3.5, 3.6, 8 and 10 shall be deleted.
IV. Section 3.4 shall be replaced in its entirety to read as follows:
"Licensee shall not:
- remove or alter any copyright, trademark or other proprietary rights
notice contained in any portion of the Licensed Software;
- transfer, publish, sublicense, disclose, display or otherwise make
the Licensed Software available to any third party (except that
Licensee may demonstrate the Demo Units pursuant to Section 3.1);
- in any way combine, incorporate or integrate Licensed Software with,
or use Licensed Software for creation of, any software created with
or incorporating Open Source Qt; Licensee shall cause all Designated
Users who make use of the licenses granted under this Agreement, to
be contractually bound to comply with the relevant terms of this
Agreement and not to use the Licensed Software beyond the terms
hereof. Licensee shall be responsible for any and all actions and
omissions of its Designated Users relating to the Licensed Software
and use thereof. Any use of Licensed Software beyond the provisions
of this Agreement is strictly prohibited and requires an additional
license from The Qt Company."
V. Section 12 shall be replaced in its entirety to read as follows:
"This Agreement shall enter into force upon due acceptance by both
Parties and remain in force for the Agreement Term, unless and until
terminated pursuant to the terms of Section 12.
Upon termination of the Agreement, Licensee shall cease using the
Licensed Software. All other copies of Licensed Software in the
possession or control of Licensee must be erased or destroyed. An
officer of Licensee must, upon request, promptly deliver to The Qt
Company a written confirmation that this has occurred."
Except for the modifications specified above, this Appendix carries no change
to the terms of the Agreement which shall remain in full force.
APPENDIX 6: LICENSE REPORTING
Separate template
APPENDIX 7: MARKETING RIGHTS
This Appendix 7 has the purpose to grant visibility through The Qt Company
marketing channels of the usage of Qt and related product and service in
Licensee product. Following related marketing right are agreed between the Qt
Company and the Licensee.
1. LICENSEE NAME AND LICENSEE LOGO
The Qt Company has the right to use Licensee name and Licensee logo in public
channel, in respect of the value proposition that the Qt company provided to
the Licensee.
2. MARKETING CONTENT COOPERATION
2.1. LICENSEE CASES
The Licensee is open to collaborate on content creation for marketing and
communication purpose. The Licensee will nominate one responsible that will be
in charge to support The Qt company with this content creation, according to
content format paragraph, answering technical questions or sharing professional
picture or video of required content. The Qt Company will have the right to
advertise this in Content Format and Channel as mentioned in paragraph 3 and 4.
2.2. FINAL PRODUCT REFERRAL
Licensee agree that The Qt Company could connect their software product and
services with the Licensee device or application, that the Licensee has created
using The Qt Company technology and competence. Licensee will provide high
quality picture, and video of the created final product where the Qt technology
is running into. The Qt Company will have the right to advertise this in
Content Format and Channel as mentioned in paragraph 3 and 4.
3. CONTENT FORMAT
- Video
- Written Licensee case
- Press release
- Social media posts
- Emails
- Event booth Graphics
- Printed material
4. CHANNELS
- Social media
- The Qt Company resource center and website
- Email to the Qt company contact database
- Events
- Online webinars
- Public speech
- Public presentations
APPENDIX 8: INTENTIONALLY LEFT BLANK
APPENDIX 9: SUPPORT TERMS
These Qt support terms and conditions ("Support Terms") set forth the legal
framework, where under The Qt Company ("The Qt Company") provides support
services (as herein defined) to the Licensee.
1 DEFINITIONS
"Application Code" shall mean a computer software program written strictly
using the Qt programming language, by or for the Licensee, with a user
interface, enabling the Licensee or their users to accomplish a specific task
and display any results of the task on the display monitor or screen.
"Dedicated Contact" shall mean the employee of The Qt Company who will be the
first point of contact for all Designated Users' requests for Support.
"Errors" shall mean an error, flaw, mistake, failure, or fault in Licensed
Software that prevents it from behaving as described in the relevant
documentation or as agreed between the Parties.
"Extended Support" shall mean a continuation to the normal Support period,
which allows Designated Users to receive selected Support (Standard Support or
Premium Support) for a version of Licensed Software that is no longer generally
supported by The Qt Company.
"Install Support" shall mean Support that is limited to installation related
Error(s) on Development Platforms specified as supported host platforms for
each Qt release under doc.qt.io.
"Maintenance Release" shall mean a release or version of Licensed Software
containing bug fixes, error corrections and other changes targeted to
maintaining and improving product stability and quality. Maintenance Releases
are generally depicted as a change to the third digit of Licensed Software
version number.
"Platforms" shall mean both Development Platforms and Deployment Platforms.
Supported host and target Platforms may vary from for each Qt release as
defined under doc.qt.io.
"Premium Support" shall mean an upgraded level of Support that The Qt Company
provides pursuant to these Support Terms to Licensee if Licensee has purchased
Premium Support instead of Standard Support. Premium Support shall always be
purchased for all Designated User(s) in the respective development team of the
Licensee.
"Response Time" shall mean the period of time from when Licensee notifies
TheQt Company about an Error or requests Support until The Qt Company provides
Licensee with a response that addresses (but not necessarily resolves) the
reported Error or provides the requested Support.
"Standard Support" shall mean standard level of Support that The Qt Company
provides pursuant to these Support Terms to Licensee.
"Support" shall mean developer assistance that is provided by The Qt Company
to assist eligible Designated Users in Licensed Software installation, usage
and functionality problem resolution for Error(s) and Error workarounds
pursuant to the terms of these Support Terms. Support for different products is
available as specified in the below table ("X" marking the Support that is
included in the license price, optional Add-on Support services are marked as
"O"):
+-----------------------------------------------------------------------+
| |ADP|ADE|DCP|DCE|DSP|DSE|Squish|Coco|Test Center|
+-----------------------------------------------------------------------+
| Install Support | X | X | X | X | X | X | X | X | X |
+-----------------------------------------------------------------------+
| Standard Support | | X | X | X | X | X | X | X | X |
+-----------------------------------------------------------------------+
| Premium Support | | O | O | O | O | O | O | O | O |
+-----------------------------------------------------------------------+
| Extended Support | | O | O | O | O | O | | | |
+-----------------------------------------------------------------------+
| Tool Qualification Kit| | | | | | | O | O | |
+-----------------------------------------------------------------------+
"Support Validity Term" shall mean the Development License Term or any other
fixed time period agreed between the Parties during which time the Customer is
eligible to receive Support from The Qt Company.
"Tool Qualification Kit" shall mean a customized set of documents and
validation test cases.
2 SUPPORT SERVICES
2.1 Support Services Provided by The Qt Company
Subject to these Support Terms and during the Support Validity Term, The Qt
Company will via its web-based support user-interface, provide Designated
User(s) with Support for the Platforms which Customer has licensed under the
Agreement.
The Qt Company will make commercially reasonable efforts to solve any Errors
reported by Designated User(s). Resolution of an Error may be provided through
Designated User(s) themselves downloading of a later released version of the
applicable Licensed Software product(s) or providing the Designated User with a
temporary workaround addressing such Error.
2.2 Licensee's Obligations
To report an Error, the Designated User shall register the Error on The Qt
Company's web-based support user interface located at:
https://account.qt.io/login or at another location designated by The Qt Company.
The Designated User must provide adequate information and documentation to The
Qt Company to enable it to recreate the Error or problem for which the
Designated User has sought assistance.
To ensure efficient handling of Errors, the Designated User must provide the
following information, where relevant:
- A clear, detailed description of the problem, question or suggestion;
- Identification of which Licensed Software product and version is affected;
- Identification of the operating environment (e.g. operating system, hardware
Platform, build tools, etc.) on which the problem exists;
- On Standard Support: A complete and compilable test case of not more than 500
lines of code that demonstrates the problem;
- On Premium Support: A complete and compilable test case that demonstrates the
problem or access to Application Code source codes.
Additional relevant content, such as screenshots, etc.
Additional content should be included as attachments. The preferred image
formats are JPEG and PNG. Compressed content should be included in zip or
tar.gz archives. Executable content and documents in platform specific formats
such as Microsoft Office' are not accepted.
In order for The Qt Company to provide prompt handling of Errors, the
Designated User shall promptly respond to any requests from The Qt Company for
additional information.
2.3 Support Limitations
General limitations:
Each version or release of the Licensed Software will be Supported under
Standard Support or Premium Support only for limited time period as set forth
in doc.qt.io. For example, regular releases of Qt Software are supported for
one (1) year from the release date of the version x.y.0 and Long Term Support
(LTS) Releases are supported for a period of three (3) years from the release
date of the LTS version x.y.0.
The Qt Company shall only provide Support for Designated User(s).
Support is made available for the entire development teams only: It is not
allowed to purchase Support only for some members of the development team, and
all Designated Users of the respective development team must be eligible for
the same level of Support.
Support is not provided for snapshots, preview releases, beta releases or
release candidates.
The Qt Company shall have no obligation to provide Support for hardware or
operating system specific problems or problems arising from improper use,
accident, neglect or modification of Qt.
Limitations with Install Support:
Support limited to Error(s) regarding installation and setting up of the Qt
development environment on host Platforms.
Limitations with Standard Support:
The Qt Company shall not provide Support for third-party software or problems
caused by third-party software even if such third-party software is distributed
together with Licensed Software product(s).
The Qt Company shall only provide Support for Error(s) that are reported on and
can be reproduced on Platforms that are officially supported for the release of
the Licensed Software.
Limitations with Premium support:
The Qt Company shall not provide Support for third-party software or problems
caused by third-party software. However, if such third-party software is
distributed together with Licensed Software, The Qt Company will make
commercially reasonable efforts to solve such problems.
The Qt Company shall only provide Support for Error(s) that can be reproduced
on Platforms that are officially supported for the release of the Licensed
Software. If the Error is on a Platform that is not supported, The Qt Company
will make commercially reasonable efforts to provide a solution on closest
corresponding supported Platform.
Premium Support is optional and purchased for an agreed bucket of hours
("Bucket"). Hours can be used by any Designated User in the respective
development team. To encourage continuous usage of the Support, ten percent
(10%) of the purchased Bucket shall automatically expire (regardless of whether
such support hours are actually used or not by the Licensee) each month after
three (3) months from the purchase of the Premium Support.
2.4 Extended Support
Extended Support extends the Support Validity Term for a release of Licensed
Software that is no longer generally supported.
Extended Support includes and is by default provided with Standard Support
rules and limitations, unless Extended Support is purchased with Premium
Support in which case Premium Support rules and limitations will apply.
Extended Support is optional and purchased with annual fee and separately per
each Licensee product. Extended Support will need definition of (i) Licensee
product, (ii) used Platform(s) and (iii) Licensed Software version(s).
2.5 Tool Qualification Kit
The Qt Company shall provide set of customized documents and validation tests
that enable Licensee to qualify QA testing tool for the purpose of ISO 26262,
EN 50128, DO-330, IEC 61508, IEC 62304 or IEC 13485 certification Licensee end
to end solution.
3 RESPONSE TIME
In performing Support, The Qt Company shall commit to following, non-binding,
Response Times:
Standard Support: Errors and Support requests will have a Response Time not to
exceed two (2) business days.
Premium Support: Errors and Support requests will have a Response Time not to
exceed one (1) business day.
For complex issues, The Qt Company may provide an initial response to the
Designated User and then follow up, without undue delay, with additional
communication before an Error is properly addressed or Support provided.
4 ADDITIONAL SERVICES IN PREMIUM SUPPORT
The Designated User(s) will be assigned a Dedicated Contact to handle requests
for Support. Dedicated Contact is subject to change in cases such as sick
leave, vacation and other similar reasons.
The Designated User(s) can on request ask The Qt Company to access their
computer remotely in order to resolve problems directly.
The Designated User(s) can request a session via Instant Messaging or phone
call in the support request to The Qt Company.
Premium Support can assist Licensee in implementing new features, bug fixes
and accessing patches in Licensed Software or Application Code.
All Support requests will be handled with high priority.
5 MAINTENANCE RELEASES, UPDATES AND UPGRADES
Under the Support the Customer is eligible for Maintenance Releases and Updates
that The Qt Company generally makes available to customers who has purchased
Support. Unless otherwise decided by The Company at its free and absolute
discretion, Upgrades will not be provided under the Support.
The primary focus of Maintenance Releases is product quality. Therefore, each
Maintenance Release typically includes the following types of changes to the
previous version of Licensed Software:
- Bug fixes caused by changes to previously working code;
- Fixes related to build issues on supported Platforms;
- Error corrections specific to a single Platform that are not present on other
Platforms;
- Critical Error corrections such as crashes, data corruption, loss of data,
race conditions; and
- Updates to documentation and license information when deemed necessary by
The Qt Company.
The primary focus of Updates is introducing new features to Licensed Software
and covering new platforms. Therefore, each Updates typically includes the
following types of changes to the previous version of Licensed Software:
- New platform support;
- New toolchain support;
- New features and Qt modules;
6 WARRANTY DISCLAIMER
The Qt Company makes no warranties that the Support provided will be successful
in resolving any difficulties or problems or in diagnosing faults reported by
Licensee. Support is provided to Licensee on an "as is" basis. To the maximum
extent permitted by applicable law, The Qt Company disclaims all warranties and
conditions, either express or implied, including, but not limited to, implied
warranties of merchantability and fitness for a particular purpose for the
Support provided by The Qt Company to Licensee.
APPENDIX 10: CONVERSION TO SUBSCRIPTION
Subject to the terms of this Appendix Licensee's current development licenses
("Current Licenses") for commercial version of Qt Software and the license
agreements governing such Current Licenses ("Existing Agreements") are being
replaced by this Agreement and subscription based Development Licenses
governed hereunder, as further specified below.
+---------------------------------------------------------------------------+
| Existing Agreement(s) | <Trolltech, Nokia, Digia, The Qt Company> and |
| signing parties, version | <Licensee> <Version of the Agreement, e.g. 2,0,|
| and date of signatures | 3.2 or 4.1> <Date of the agreement signatures> |
| thereof | |
+---------------------------------------------------------------------------+
Parties hereby agree on conversion of Current Licenses listed in attached
Exhibit A to the subscription licenses listed in attached Exhibit B for use
through License Term. As of the date hereof,
i. Licensee's Current Licenses as listed in Exhibit A shall terminate and be
replaced with the Subscription licenses listed in Exhibit B and;
ii. Existing Agreements are terminated.
Prices for the conversion of Current Licenses are defined in Appendix 2
Pricing or Quote.
Notwithstanding anything in this Appendix to the contrary, and in addition to
any payments due pursuant to this Appendix, Licensee remains fully obligated to
fulfill any and all outstanding payment obligations to The Qt Company under any
applicable Existing Agreements. For the avoidance of doubt, if any payments
remain outstanding on the Current Licenses under the applicable terms Licensee
will continue to make such payments in accordance with the applicable order
documentation, notwithstanding the fact that the Current Licenses are being
converted to Development Licenses pursuant to this Appendix.
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