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1 QT LICENSE AGREEMENT
2 Agreement version 4.4.1
3
4 This Qt License Agreement ("Agreement") is a legal agreement for the licensing
5 of Licensed Software (as defined below) between The Qt Company (as defined
6 below) and the Licensee who has accepted the terms of this Agreement by signing
7 this Agreement or by downloading or using the Licensed Software or in any other
8 appropriate means.
9
10 Capitalized terms used herein are defined in Section 1.
11
12 WHEREAS:
13 (A) Licensee wishes to use the Licensed Software for the purpose of
14 developing and distributing Applications and/or Devices (each as defined
15 below);
16 (B) The Qt Company is willing to grant the Licensee a right to use Licensed
17 Software for such a purpose pursuant to term and conditions of this
18 Agreement; and
19 (C) Parties wish to enable that their respective Affiliates also can sell
20 and purchase licenses to serve Licensee Affiliates' needs to use Licensed
21 Software pursuant to terms of the Agreement. Any such license purchases by
22 Licensee Affiliates from The Qt Company or its Affiliates will create
23 contractual relationship directly between the relevant The Qt Company and
24 the respective ordering Licensee Affiliate "Acceding Agreement").
25 Accordingly, Licensee shall not be a party to any such Acceding Agreement,
26 and no rights or obligations are created to the Licensee thereunder but all
27 rights and obligations under such Acceding Agreement are vested and borne
28 solely by the ordering Licensee Affiliate and the relevant The Qt Company
29 as a contracting parties under such Acceding Agreement.
30
31 NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:
32
33 1. DEFINITIONS
34
35 "Affiliate" of a Party shall mean an entity
36 (i) which is directly or indirectly controlling such Party;
37 (ii) which is under the same direct or indirect ownership or control as
38 such Party; or
39 (iii) which is directly or indirectly owned or controlled by such Party.
40 For these purposes, an entity shall be treated as being controlled by another
41 if that other entity has fifty percent (50 %) or more of the votes in such
42 entity, is able to direct its affairs and/or to control the composition of its
43 board of directors or equivalent body.
44
45 "Add-on Products" shall mean The Qt Company's specific add-on software products
46 which are not licensed as part of The Qt Company's standard product offering,
47 but shall be included into the scope of Licensed Software only if so
48 specifically agreed between the Parties.
49
50 "Agreement Term" shall mean the validity period of this Agreement, as set forth
51 in Section 12.
52
53 "Applications" shall mean software products created using the Licensed
54 Software, which include the Redistributables, or part thereof.
55
56 "Contractor(s)" shall mean third party consultants, distributors and
57 contractors performing services to the Licensee under applicable contractual
58 arrangement.
59
60 "Customer(s)" shall mean Licensee's customers to whom Licensee, directly or
61 indirectly, distributes copies of the Redistributables as integrated or
62 incorporated into Applications or Devices.
63
64 "Data Protection Legislation" shall mean the General Data Protection Regulation
65 (EU 2016/679) (GDPR) and any national implementing laws, regulations and
66 secondary legislation, as may be amended or updated from time to time, as well
67 as any other data protection laws or regulations applicable in relevant
68 territory.
69
70 "Deployment Platforms" shall mean target operating systems and/or hardware
71 specified in the License Certificate, on which the Redistributables can be
72 distributed pursuant to the terms and conditions of this Agreement.
73
74 "Designated User(s)" shall mean the employee(s) of Licensee or Licensee's
75 Affiliates acting within the scope of their employment or Licensee's
76 Contractors acting within the scope of their services on behalf of Licensee.
77
78 "Development License" shall mean the license needed by the Licensee for each
79 Designated User to use the Licensed Software under the license grant described
80 in Section 3.1 of this Agreement. Development Licenses are available per
81 respective Licensed Software products, each product having its designated scope
82 and purpose of use.
83
84 "Development License Term" shall mean the agreed validity period of the
85 Development License or QA Tools license during which time the relevant Licensed
86 Software product can be used pursuant to this Agreement. Agreed Development
87 License Term, as ordered and paid for by the Licensee, shall be memorialized in
88 the applicable License Certificate.
89
90 "Development Platforms" shall mean those host operating systems specified in
91 the License Certificate, in which the Licensed Software can be used under the
92 Development License.
93
94 "Devices" shall mean
95 (1) hardware devices or products that
96 i. are manufactured and/or distributed by the Licensee, its Affiliates,
97 Contractors or Customers, and
98 ii. incorporate, integrate or link to Applications such that
99 substantial functionality of such unit, when used by an End User,
100 is provided by Application(s) or otherwise depends on the Licensed
101 Software, regardless of whether the Application is developed by
102 Licensee or its Contractors; or
103 (2) Applications designed for the hardware devices specified in item (1).
104
105 Devices covered by this Agreement shall be specified in Appendix 2 or in a
106 quote.
107
108 "Distribution License(s)" shall mean a royalty-bearing license required for any
109 kind of sale, trade, exchange, loan, lease, rental or other distribution by or
110 on behalf of Licensee to a third party of Redistributables in connection with
111 Devices pursuant to license grant described in Section 3.3 of this Agreement.
112 Distribution Licensed are sold separately for each type of Device respectively
113 and cannot be used for any type of Devices at Licensee's discretion.
114
115 "Distribution License Packs" shall mean set of prepaid Distribution Licenses
116 for distribution of Redistributables, as defined in The Qt Company's standard
117 price list, quote, Purchase Order confirmation or in an Appendix 2 hereto, as
118 the case may be.
119
120 "End User" shall mean the final end user of the Application or a Device.
121
122 "Evaluation License Term" shall mean a time period specified in the License
123 Certificate for the Licensee to use the relevant Licensed Software for
124 evaluation purposes according to Section 3.6 herein.
125
126 "Intellectual Property Rights" shall mean patents (including utility models),
127 design patents, and designs (whether or not capable of registration), chip
128 topography rights and other like protection, copyrights, trademarks, service
129 marks, trade names, logos or other words or symbols and any other form of
130 statutory protection of any kind and applications for any of the foregoing as
131 well as any trade secrets.
132
133 "License Certificate" shall mean a certificate generated by The Qt Company for
134 each Designated User respectively upon them downloading the Licensed Software,
135 which will be available under respective Designated User's Qt Account at
136 account.qt.io. License Certificates will specify relevant information
137 pertaining the Licensed Software purchased by Licensee and Designated User's
138 license to the Licensed Software.
139
140 "License Fee" shall mean the fee charged to the Licensee for rights granted
141 under the terms of this Agreement.
142
143 "Licensed Software" shall mean specified product of commercially licensed
144 version of Qt Software and/or QA Tools defined in Appendix 1 and/or Appendix 3,
145 which Licensee has purchased and which is provided to Licensee under the terms
146 of this Agreement. Licensed Software shall include corresponding online or
147 electronic documentation, associated media and printed materials, including the
148 source code (where applicable), example programs and the documentation.
149 Licensed Software does not include Third Party Software (as defined in Section
150 4) or Open Source Qt. The Qt Company may, in the course of its development
151 activities, at its free and absolute discretion and without any obligation to
152 send or publish any notifications to the Licensee or in general, make changes,
153 additions or deletions in the components and functionalities of the Licensed
154 Software, provided that no such changes, additions or deletions will affect
155 the already released version of the Licensed Software, but only upcoming
156 version(s).
157
158 "Licensee" shall mean the individual or legal entity that is party to this
159 Agreement.
160
161 "Licensee's Records" shall mean books and records that contain information
162 bearing on Licensee's compliance with this Agreement, Licensee's use of Open
163 Source Qt and/or the payments due to The Qt Company under this Agreement,
164 including, but not limited to user information, assembly logs, sales records
165 and distribution records.
166
167 "Modified Software" shall have the meaning as set forth in Section 2.3.
168
169 "Online Services" shall mean any services or access to systems made available
170 by The Qt Company to the Licensee over the Internet relating to the Licensed
171 Software or for the purpose of use by the Licensee of the Licensed Software or
172 Support. Use of any such Online Services is discretionary for the Licensee and
173 some of them may be subject to additional fees.
174
175 "Open Source Qt" shall mean Qt Software available under the terms of the GNU
176 Lesser General Public License, version 2.1 or later ("LGPL") or the GNU General
177 Public License, version 2.0 or later ("GPL"). For clarity, Open Source Qt shall
178 not be provided, governed or used under this Agreement.
179
180 "Party" or "Parties" shall mean Licensee and/or The Qt Company.
181
182 "Permitted Software" shall mean (i) third party open source software products
183 that are generally available for public in source code form and free of any
184 charge under any of the licenses approved by Open Source Initiative as listed
185 on https://opensource.org/licenses, which may include parts of Open Source Qt
186 or be developed using Open Source Qt; and (ii) software The Qt Company has made
187 available via its Qt Marketplace online distribution channel.
188
189 "Pre-Release Code" shall have the meaning as set forth in Section 4.
190
191 "Prohibited Combination" shall mean any effort to use, combine, incorporate,
192 link or integrate Licensed Software with any software created with or
193 incorporating Open Source Qt, or use Licensed Software for creation of any such
194 software.
195
196 "Purchase Order" shall have the meaning as set forth in Section 10.2.
197
198 "QA Tools" shall mean software libraries and tools as defined in Appendix 1
199 depending on which product(s) the Licensee has purchased under the Agreement.
200
201 "Qt Software" shall mean the software libraries and tools of The Qt Company,
202 which The Qt Company makes available under commercial and/or open source
203 licenses.
204
205 "Redistributables" shall mean the portions of the Licensed Software set forth
206 in Appendix 1 that may be distributed pursuant to the terms of this Agreement
207 in object code form only, including any relevant documentation. Where relevant,
208 any reference to Licensed Software in this Agreement shall include and refer
209 also to Redistributables.
210
211 "Renewal Term" shall mean an extension of previous Development License Term as
212 agreed between the Parties.
213
214 "Submitted Modified Software" shall have the meaning as set forth in Section
215 2.3.
216
217 "Support" shall mean standard developer support that is provided by The Qt
218 Company to assist Designated Users in using the Licensed Software in accordance
219 with this Agreement and the Support Terms.
220
221 "Support Terms" shall mean The Qt Company's standard support terms specified in
222 Appendix 9 hereto.
223
224 "Taxes" shall have the meaning set forth in Section 10.5.
225
226 "The Qt Company" shall mean:
227 (i) in the event Licensee is an individual residing in the United States or
228 a legal entity incorporated in the United States or having its
229 headquarters in the United States, The Qt Company Inc., a Delaware
230 corporation with its office at 3031 Tisch Way, 110 Plaza West,
231 San Jose, CA 95128, USA.; or
232 (ii) in the event the Licensee is an individual residing outside of the
233 United States or a legal entity incorporated outside of the United
234 States or having its registered office outside of the United States,
235 The Qt Company Ltd., a Finnish company with its registered office at
236 Miestentie 7, 02150 Espoo, Finland.
237
238 "Third-Party Software" shall have the meaning set forth in Section 4.
239
240 "Updates" shall mean a release or version of the Licensed Software containing
241 bug fixes, error corrections and other changes that are generally made
242 available to users of the Licensed Software that have contracted for Support.
243 Updates are generally depicted as a change to the digits following the decimal
244 in the Licensed Software version number. The Qt Company shall make Updates
245 available to the Licensee under the Support. Updates shall be considered as
246 part of the Licensed Software hereunder.
247
248 "Upgrades" shall mean a release or version of the Licensed Software containing
249 enhancements and new features and are generally depicted as a change to the
250 first digit of the Licensed Software version number. In the event Upgrades are
251 provided to the Licensee under this Agreement, they shall be considered as part
252 of the Licensed Software hereunder.
253
254 2. OWNERSHIP
255
256 2.1. Ownership of The Qt Company
257
258 The Licensed Software is protected by copyright laws and international
259 copyright treaties, as well as other intellectual property laws and treaties.
260 The Licensed Software is licensed, not sold.
261
262 All of The Qt Company's Intellectual Property Rights are and shall remain the
263 exclusive property of The Qt Company or its licensors respectively. No rights
264 to The Qt Company's Intellectual Property Rights are assigned or granted to
265 Licensee under this Agreement, except when and to the extent expressly
266 specified herein.
267
268 2.2. Ownership of Licensee
269
270 All the Licensee's Intellectual Property Rights are and shall remain the
271 exclusive property of the Licensee or its licensors respectively.
272
273 All Intellectual Property Rights to the Modified Software, Applications and
274 Devices shall remain with the Licensee and no rights thereto shall be granted
275 by the Licensee to The Qt Company under this Agreement (except as set forth in
276 Section 2.3 below).
277
278 2.3. Modified Software
279
280 Licensee may create bug-fixes, error corrections, patches or modifications to
281 the Licensed Software ("Modified Software"). Such Modified Software may break
282 the source or binary compatibility with the Licensed Software (including
283 without limitation through changing the application programming interfaces
284 ("API") or by adding, changing or deleting any variable, method, or class
285 signature in the Licensed Software and/or any inter-process protocols,
286 services or standards in the Licensed Software libraries). To the extent that
287 Licensee's Modified Software so breaks source or binary compatibility with the
288 Licensed Software, Licensee acknowledges that The Qt Company's ability to
289 provide Support may be prevented or limited and Licensee's ability to make use
290 of Updates may be restricted.
291
292 Licensee may, at its sole and absolute discretion, choose to submit Modified
293 Software to The Qt Company ("Submitted Modified Software") in connection with
294 Licensee's Support request, service request or otherwise. In the event
295 Licensee does so, then, Licensee hereby grants The Qt Company a sublicensable,
296 assignable, irrevocable, perpetual, worldwide, non-exclusive, royalty-free and
297 fully paid-up license, under all of Licensee's Intellectual Property Rights, to
298 reproduce, adapt, translate, modify, and prepare derivative works of, publicly
299 display, publicly perform, sublicense, make available and distribute such
300 Submitted Modified Software as The Qt Company sees fit at its free and absolute
301 discretion.
302
303 3. LICENSES GRANTED
304
305 3.1. Development with Licensed Software
306
307 Subject to the terms of this Agreement, The Qt Company grants to Licensee a
308 worldwide, non-exclusive, non-transferable license, valid for each Development
309 License Term, to use, modify and copy the Licensed Software by Designated
310 Users on the Development Platforms for the sole purposes of designing,
311 developing, demonstrating and testing Application(s) and/or Devices, and to
312 provide thereto related support and other related services to Customers. Each
313 Application and/or Device can only include, incorporate or integrate
314 contributions by such Designated Users who are duly licensed for the applicable
315 Development Platform(s) and Deployment Platform(s) (i.e have a valid license
316 for the appropriate Licensed Software product).
317
318 Licensee may install copies of the Licensed Software on five (5) computers per
319 Designated User, provided that only the Designated Users who have a valid
320 Development License may use the Licensed Software.
321
322 Licensee may at any time designate another Designated User to replace a
323 then-current Designated User by notifying The Qt Company in writing, where such
324 replacement is due to termination of employment, change of job duties, long
325 time absence or other such permanent reason affecting Designated User's need
326 for Licensed Software.
327
328 Upon expiry of the initially agreed Development License Term, the respective
329 Development License Term shall be automatically extended to one or more Renewal
330 Term(s), unless and until either Party notifies the other Party in writing, or
331 any other method acceptable to The Qt Company (it being specifically
332 acknowledged and understood that verbal notification is explicitly deemed
333 inadequate in all circumstances), that it does not wish to continue the
334 Development License Term, such notification to be provided to the other Party
335 no less than thirty (30) days before expiry of the respective Development
336 License Term. The Qt Company shall, in good time before the due date for the
337 above notification, remind the Licensee on the coming Renewal Term. Unless
338 otherwise agreed between the Parties, Renewal Term shall be 12 months.
339
340 Any such Renewal Term shall be subject to License Fees agreed between the
341 Parties or, if no advance agreement exists, subject to The Qt Company's
342 standard list pricing applicable at the commencement date of any such
343 Renewal Term.
344
345 The Qt Company may either request the Licensee to place a purchase order
346 corresponding to a quote by The Qt Company, or use Licensee's stored Credit
347 Card information in the Qt Account to automatically charge the Licensee for the
348 relevant Renewal Term.
349
350 3.2. Distribution of Applications
351
352 Subject to the terms of this Agreement, The Qt Company grants to Licensee a
353 worldwide, non-exclusive, non-transferable, revocable (for cause pursuant to
354 this Agreement), right and license, valid for the Agreement Term, to
355 (i) distribute, by itself or through its Contractors, Redistributables as
356 installed, incorporated or integrated into Applications for execution
357 on the Deployment Platforms, and
358 (ii) grant perpetual and irrevocable sublicenses to Redistributables, as
359 distributed hereunder, for Customers solely to the extent necessary in
360 order for the Customers to use the Applications for their respective
361 intended purposes.
362
363 Right to distribute the Redistributables as part of an Application as provided
364 herein is not royalty-bearing but is conditional upon the Application having
365 been created, updated and maintained under a valid and duly paid Development
366 Licenses.
367
368 3.3. Distribution of Devices
369
370 Subject to the terms of this Agreement, The Qt Company grants to Licensee a
371 worldwide, non-exclusive, non-transferable, revocable (for cause pursuant to
372 this Agreement), right and license, valid for the Agreement Term, to
373 (i) distribute, by itself or through one or more tiers of Contractors,
374 Redistributables as installed, incorporated or integrated, or intended
375 to be installed, incorporated or integrated into Devices for execution
376 on the Deployment Platforms, and
377 (ii) grant perpetual and irrevocable sublicenses to Redistributables, as
378 distributed hereunder, for Customers solely to the extent necessary in
379 order for the Customers to use the Devices for their respective
380 intended purposes.
381
382 Right to distribute the Devices as provided herein is conditional upon
383 (i) the Devices having been created, updated and maintained under a valid
384 and duly paid Development Licenses, and
385 (ii) the Licensee having acquired corresponding Distribution Licenses at
386 the time of distribution of any Devices to Customers.
387
388 3.4. Further Requirements
389
390 The licenses granted above in this Section 3 by The Qt Company to Licensee are
391 conditional and subject to Licensee's compliance with the following terms:
392 (i) Licensee acknowledges that The Qt Company has separate products of
393 Licensed Software for the purpose of Applications and Devices
394 respectively, where development and distribution of Devices is only
395 allowed using the correct designated product. Licensee shall make sure
396 and bear the burden of proof that Licensee is using a correct product
397 of Licensed Software entitling Licensee to development and distribution
398 of Devices;
399 (ii) Licensee shall not remove or alter any copyright, trademark or other
400 proprietary rights notice(s) contained in any portion of the Licensed
401 Software;
402 (iii) Applications must add primary and substantial functionality to the
403 Licensed Software so as not to compete with the Licensed Software;
404 (iv) Applications may not pass on functionality which in any way makes it
405 possible for others to create software with the Licensed Software;
406 provided however that Licensee may use the Licensed Software's
407 scripting and QML ("Qt Quick") functionality solely in order to enable
408 scripting, themes and styles that augment the functionality and
409 appearance of the Application(s) without adding primary and substantial
410 functionality to the Application(s);
411 (v) Licensee shall not use Licensed Software in any manner or for any
412 purpose that infringes, misappropriates or otherwise violates any
413 Intellectual property or right of any third party, or that violates any
414 applicable law;
415 (vi) Licensee shall not use The Qt Company's or any of its suppliers'
416 names, logos, or trademarks to market Applications, except that
417 Licensee may use "Built with Qt" logo to indicate that Application(s)
418 or Device(s) was developed using the Licensed Software;
419 (vii) Licensee shall not distribute, sublicense or disclose source code of
420 Licensed Software to any third party (provided however that Licensee
421 may appoint employee(s) of Contractors and Affiliates as Designated
422 Users to use Licensed Software pursuant to this Agreement). Such right
423 may be available for the Licensee subject to a separate software
424 development kit ("SDK") license agreement to be concluded with The Qt
425 Company;
426 (viii) Licensee shall not grant the Customers a right to (a) make copies of
427 the Redistributables except when and to the extent required to use the
428 Applications and/or Devices for their intended purpose, (b) modify the
429 Redistributables or create derivative works thereof, (c) decompile,
430 disassemble or otherwise reverse engineer Redistributables, or (d)
431 redistribute any copy or portion of the Redistributables to any third
432 party, except as part of the onward sale of the Application or Device
433 on which the Redistributables are installed;
434 (ix) Licensee shall not and shall cause that its Affiliates or Contractors
435 shall not use Licensed Software in any Prohibited Combination, unless
436 Licensee has received an advance written permission from The Qt Company
437 to do so. Absent such written permission, any and all distribution by
438 the Licensee during the Agreement Term of a hardware device or product
439 a) which incorporate or integrate any part of Licensed Software or Open
440 Source Qt; or b) where substantial functionality is provided by
441 software built with Licensed Software or Open Source Qt or otherwise
442 depends on the Licensed Software or Open Source Qt, shall be considered
443 to be Device distribution under this Agreement and shall be dependent
444 on Licensee's compliance thereof (including but not limited to
445 obligation to pay applicable License Fees for such distribution).
446 Notwithstanding what is provided above in this sub-section (ix),
447 Licensee is entitled to use and combine Licensed Software with any
448 Permitted Software;
449 (x) Licensee shall cause all of its Affiliates, Contractors and Customers
450 entitled to make use of the licenses granted under this Agreement, to
451 be contractually bound to comply with the relevant terms of this
452 Agreement and not to use the Licensed Software beyond the terms hereof
453 and for any purposes other than operating within the scope of their
454 services for Licensee. Licensee shall be responsible for any and all
455 actions and omissions of its Affiliates and Contractors relating to the
456 Licensed Software and use thereof (including but not limited to payment
457 of all applicable License Fees);
458 (xi) Except when and to the extent explicitly provided in this Section 3,
459 Licensee shall not transfer, publish, disclose, display or otherwise
460 make available the Licensed Software; and
461 (xii) Licensee shall not attempt or enlist a third party to conduct or
462 attempt to conduct any of the above.
463
464 Above terms shall not be applicable if and to the extent they conflict with any
465 mandatory provisions of any applicable laws.
466
467 Any use of Licensed Software beyond the provisions of this Agreement is
468 strictly prohibited and requires an additional license from The Qt Company.
469
470 3.5 QA Tools License
471
472 Subject to the terms of this Agreement, The Qt Company grants to Licensee a
473 worldwide, non-exclusive, non-transferable license, valid for the Development
474 License Term, to use the QA Tools for Licensee's internal business purposes in
475 the manner provided below and in Appendix 1 hereto.
476
477 Licensee may modify the QA Tools except for altering or removing any details of
478 ownership, copyright, trademark or other property right connected with the QA
479 Tools.
480
481 Licensee shall not distribute the QA Tools or any part thereof, modified or
482 unmodified, separately or as part of any software package, Application or
483 Device.
484
485 Upon expiry of the initially agreed Development License Term, the respective
486 Development License Term shall be automatically extended to one or more Renewal
487 Term(s), unless and until either Party notifies the other Party in writing, or
488 any other method acceptable to The Qt Company (it being specifically
489 acknowledged and understood that verbal notification is explicitly deemed
490 inadequate in all circumstances), that it does not wish to continue the
491 Development License Term, such notification to be provided to the other Party
492 no less than thirty (30) days before expiry of the respective Development
493 License Term. The Qt Company shall, in good time before the due date for the
494 above notification, remind the Licensee on the coming Renewal Term. Unless
495 otherwise agreed between the Parties, Renewal Term shall be 12 months.
496
497 Any such Renewal Term shall be subject to License Fees agreed between the
498 Parties or, if no advance agreement exists, subject to The Qt Company's
499 standard list pricing applicable at the commencement date of any such
500 Renewal Term.
501
502 3.6 Evaluation License
503
504 Subject to the terms of this Agreement, The Qt Company grants to Licensee a
505 worldwide, non-exclusive, non-transferable license, valid for the Evaluation
506 License Term to use the Licensed Software solely for the Licensee's internal
507 use to evaluate and determine whether the Licensed Software meets Licensee's
508 business requirements, specifically excluding any commercial use of the
509 Licensed Software or any derived work thereof.
510
511 Upon the expiry of the Evaluation License Term, Licensee must either
512 discontinue use of the relevant Licensed Software or acquire a commercial
513 Development License or QA Tools License specified herein.
514
515 4. THIRD-PARTY SOFTWARE
516
517 The Licensed Software may provide links or access to third party libraries or
518 code (collectively "Third-Party Software") to implement various functions.
519 Third-Party Software does not, however, comprise part of the Licensed Software,
520 but is provided to Licensee complimentary and use thereof is discretionary for
521 the Licensee. Third-Party Software will be listed in the ".../src/3rdparty"
522 source tree delivered with the Licensed Software or documented in the Licensed
523 Software, as such may be amended from time to time. Licensee acknowledges that
524 use or distribution of Third-Party Software is in all respects subject to
525 applicable license terms of applicable third-party right holders.
526
527 5. PRE-RELEASE CODE
528
529 The Licensed Software may contain pre-release code and functionality, or sample
530 code marked or otherwise stated with appropriate designation such as
531 "Technology Preview", "Alpha", "Beta", "Sample", "Example" etc.
532 ("Pre-Release Code").
533
534 Such Pre-Release Code may be present complimentary for the Licensee, in order
535 to provide experimental support or information for new platforms or
536 preliminary versions of one or more new functionalities or for other similar
537 reasons. The Pre-Release Code may not be at the level of performance and
538 compatibility of a final, generally available, product offering. The
539 Pre-Release Code may not operate correctly, may contain errors and may be
540 substantially modified by The Qt Company prior to the first commercial
541 product release, if any. The Qt Company is under no obligation to make
542 Pre-Release Code commercially available, or provide any Support or Updates
543 relating thereto. The Qt Company assumes no liability whatsoever regarding
544 any Pre-Release Code, but any use thereof is exclusively at Licensee's own risk
545 and expense.
546
547 For clarity, unless Licensed Software specifies different license terms for the
548 respective Pre-Release Code, the Licensee is entitled to use such pre-release
549 code pursuant to Section 3, just like other Licensed Software.
550
551 6. LIMITED WARRANTY AND WARRANTY DISCLAIMER
552
553 The Qt Company hereby represents and warrants that (i) it has the power and
554 authority to grant the rights and licenses granted to Licensee under this
555 Agreement, and (ii) Licensed Software will operate materially in accordance
556 with its specifications.
557
558 Except as set forth above, the Licensed Software is licensed to Licensee "as
559 is" and Licensee's exclusive remedy and The Qt Company's entire liability for
560 errors in the Licensed Software shall be limited, at The Qt Company's option,
561 to correction of the error, replacement of the Licensed Software or return of
562 the applicable fees paid for the defective Licensed Software for the time
563 period during which the License is not able to utilize the Licensed Software
564 under the terms of this Agreement.
565
566 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE QT COMPANY ON BEHALF OF
567 ITSELF AND ITS LICENSORS, SUPPLIERS AND AFFILIATES, DISCLAIMS ALL OTHER
568 WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED
569 WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND
570 NON-INFRINGEMENT WITH REGARD TO THE LICENSED SOFTWARE. THE QT COMPANY DOES NOT
571 WARRANT THAT THE LICENSED SOFTWARE WILL SATISFY LICENSEE'S REQUIREMENTS OR THAT
572 IT WILL OPERATE WITHOUT DEFECT OR ERROR OR THAT THE OPERATION THEREOF WILL BE
573 UNINTERRUPTED.
574
575 7. LIMITATION OF LIABILITY
576
577 EXCEPT FOR (I) CASES OF GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, AND (II)
578 BREACH OF CONFIDENTIALITY, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO
579 EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOSS OF PROFIT,
580 LOSS OF DATA, LOSS OF BUSINESS OR GOODWILL OR ANY OTHER INDIRECT, SPECIAL,
581 CONSEQUENTIAL, INCIDENTAL OR PUNITIVE COST, DAMAGES OR EXPENSE OF ANY KIND,
582 HOWSOEVER ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT.
583
584 EXCEPT FOR (I) CASES OF GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, AND (II)
585 BREACH OF CONFIDENTIALITY, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO
586 EVENT SHALL EITHER PARTY'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT
587 EXCEED THE AGGREGATE LICENSE FEES PAID OR PAYABLE TO THE QT COMPANY BY LICENSEE
588 DURING THE DEVELOPMENT LICENSE TERM DURING WHICH THE EVENT RESULTING IN SUCH
589 LIABILITY OCCURRED.
590
591 THE PROVISIONS OF THIS SECTION 7 ALLOCATE THE RISKS UNDER THIS AGREEMENT
592 BETWEEN THE QT COMPANY AND LICENSEE AND THE PARTIES HAVE RELIED UPON THE
593 LIMITATIONS SET FORTH HEREIN IN DETERMINING WHETHER TO ENTER INTO THIS
594 AGREEMENT.
595
596 NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, LICENSEE SHALL
597 ALWAYS BE LIABLE TO PAY THE APPLICABLE LICENSE FEES CORRESPONDING TO ITS
598 ACTUAL USE OF LICENSED SOFTWARE.
599
600 8. SUPPORT, UPDATES AND ONLINE SERVICES
601
602 Upon due payment of the agreed License Fees the Licensee will be eligible to
603 receive Support and Updates and to use the Online Services during the agreed
604 Development License Term or other agreed fixed time period. Support is
605 provided according to agreed support level and subject to applicable
606 requirements and restrictions, as specified in the Support Terms.
607
608 Unless otherwise decided by The Qt Company at its free and absolute discretion,
609 Upgrades will not be included in the Support but may be available subject to
610 additional fees.
611
612 From time to time The Qt Company may change the Support Terms, provided that
613 during the respective ongoing Support period the level of Support may not be
614 reduced without the consent of the Licensee.
615
616 Unless otherwise agreed, The Qt Company shall not be responsible for providing
617 any service or support to Customers.
618
619 9. CONFIDENTIALITY
620
621 Each Party acknowledges that during the Agreement Term each Party may receive
622 information about the other Party's business, business methods, business plans,
623 customers, business relations, technology, and other information, including the
624 terms of this Agreement, that is confidential and of great value to the other
625 Party, and the value of which would be significantly reduced if disclosed to
626 third parties ("Confidential Information"). Accordingly, when a Party (the
627 "Receiving Party") receives Confidential Information from the other Party (the
628 "Disclosing Party"), the Receiving Party shall only disclose such information
629 to employees and Contractors on a need to know basis, and shall cause its
630 employees and employees of its Affiliates to: (i) maintain any and all
631 Confidential Information in confidence; (ii) not disclose the Confidential
632 Information to a third party without the Disclosing Party's prior written
633 approval; and (iii) not, directly or indirectly, use the Confidential
634 Information for any purpose other than for exercising its rights and
635 fulfilling its responsibilities pursuant to this Agreement. Each Party shall
636 take reasonable measures to protect the Confidential Information of the other
637 Party, which measures shall not be less than the measures taken by such Party
638 to protect its own confidential and proprietary information.
639
640 Obligation of confidentiality shall not apply to information that (i) is or
641 becomes generally known to the public through no act or omission of the
642 Receiving Party; (ii) was in the Receiving Party's lawful possession prior to
643 the disclosure hereunder and was not subject to limitations on disclosure or
644 use; (iii) is developed independently by employees or Contractors of the
645 Receiving Party or other persons working for the Receiving Party who have not
646 had access to the Confidential Information of the Disclosing Party, as proven
647 by the written records of the Receiving Party; (iv) is lawfully disclosed to
648 the Receiving Party without restrictions, by a third party not under an
649 obligation of confidentiality; or (v) the Receiving Party is legally compelled
650 to disclose, in which case the Receiving Party shall notify the Disclosing
651 Party of such compelled disclosure and assert the privileged and confidential
652 nature of the information and cooperate fully with the Disclosing Party to
653 limit the scope of disclosure and the dissemination of disclosed Confidential
654 Information to the minimum extent necessary.
655
656 The obligations under this Section 9 shall continue to remain in force for a
657 period of five (5) years after the last disclosure, and, with respect to trade
658 secrets, for so long as such trade secrets are protected under applicable trade
659 secret laws.
660
661 10. FEES, DELIVERY AND PAYMENT
662
663 10.1. License Fees
664
665 License Fees are described in The Qt Company's standard price list, quote or
666 Purchase Order confirmation or in an Appendix 2 hereto, as the case may be.
667
668 Unless otherwise expressly provided in this Agreement, the License Fees shall
669 not be refunded or claimed as a credit in any event or for any reason
670 whatsoever.
671
672 10.2. Ordering Licenses
673
674 Licensee may purchase Development Licenses, Distribution Licenses and QA Tools
675 Licenses pursuant to agreed pricing terms or, if no specific pricing terms have
676 been agreed upon, at The Qt Company's standard pricing terms applicable at the
677 time of purchase.
678
679 Unless expressly otherwise agreed, any price or other term quoted to the
680 Licensee or specified herein shall only be valid for the thirty (30) days from
681 the effective date of this Agreement, Appendix 2 or the date of the quote, as
682 applicable.
683
684 Licensee shall submit all purchase orders for Development Licenses and
685 Distribution Licenses to The Qt Company by email or any other method acceptable
686 to The Qt Company (each such order is referred to herein as a "Purchase Order")
687 for confirmation, whereupon the Purchase Order shall become binding between the
688 Parties.
689
690 Licensee acknowledges and agrees that all Purchase Orders for Licensed Software
691 the Licensee makes during the Agreement Term shall be governed exclusively
692 under the terms of this Agreement.
693
694 10.3. Distribution License Packs
695
696 Unless otherwise agreed, Distribution Licenses shall be purchased by way of
697 Distribution License Packs.
698
699 Upon due payment of the ordered Distribution License Pack(s), the Licensee will
700 have an account of Distribution Licenses available for distributing the
701 Redistributables in accordance with this Agreement.
702
703 Each time Licensee distributes a copy of Redistributables, then one
704 Distribution License is used, and Licensee's account of available Distribution
705 Licenses is decreased accordingly.
706
707 Licensee may distribute copies of the Redistributables so long as Licensee has
708 Distribution Licenses remaining on its account.
709
710 10.4. Payment Terms
711
712 License Fees and any other charges under this Agreement shall be paid by
713 Licensee no later than thirty (30) days from the date of the applicable invoice
714 from The Qt Company.
715
716 The Qt Company will submit an invoice to Licensee after the date of this
717 Agreement and/or after The Qt Company receives a Purchase Order from Licensee.
718
719 A late payment charge of the lower of (a) one percent per month; or (b) the
720 interest rate stipulated by applicable law, shall be charged on any unpaid
721 balances that remain past due and which have not been disputed by the Licensee
722 in good faith.
723
724 10.5. Taxes
725
726 All License Fees and other charges payable hereunder are gross amounts but
727 exclusive of any value added tax, use tax, sales tax, withholding tax and other
728 taxes, duties or tariffs ("Taxes") levied directly for the sale, delivery or
729 use of Licensed Software hereunder pursuant to any applicable law. Such
730 applicable Taxes shall be paid by Licensee to The Qt Company, or, where
731 applicable, in lieu of payment of such Taxes to The Qt Company, Licensee shall
732 provide an exemption certificate to The Qt Company and any applicable
733 authority.
734
735 11. RECORD-KEEPING AND REPORTING OBLIGATIONS; AUDIT RIGHTS
736
737 11.1. Licensee's Record-keeping
738
739 Licensee shall at all times during the Agreement Term and for a period of two
740 (2) years thereafter maintain Licensee's Records in an accurate and up-to-date
741 form. Licensee's Records shall be adequate to reasonably enable The Qt Company
742 to determine Licensee's compliance with the provisions of this Agreement. The
743 records shall conform to general good accounting practices.
744
745 Licensee shall, within thirty (30) days from receiving The Qt Company's request
746 to that effect, deliver to The Qt Company a report based on Licensee's Records,
747 such report to contain information, in sufficient detail, on (i) number and
748 identity of users working with Licensed Software or Open Source Qt, (ii) copies
749 of Redistributables distributed by Licensee during the most recent calendar
750 quarter and/or any other term specified by The Qt Company, , and (iii) any
751 other information pertaining to Licensee's compliance with the terms of this
752 Agreement (like e.g. information on products and/or projects relating to use of
753 Distribution Licenses), as The Qt Company may reasonably require from time to
754 time.
755
756 11.2. The Qt Company's Audit Rights
757
758 The Qt Company or an independent auditor acting on behalf of The Qt Company's,
759 may, upon at least thirty (30) days' prior written notice and at its expense,
760 audit Licensee with respect to the Licensee's use of the Licensed Software, but
761 not more frequently than once during each 6-month period. Such audit may be
762 conducted by mail, electronic means or through an in-person visit to Licensee's
763 place of business. Any possible in-person audit shall be conducted during
764 regular business hours at Licensee's facilities and shall not unreasonably
765 interfere with Licensee's business activities and shall be limited in scope to
766 verify Licensee's compliance with the terms of this Agreement. The Qt Company
767 or the independent auditor acting on behalf of The Qt Company shall be entitled
768 to inspect Licensee's Records and conduct necessary interviews of Licensee's
769 relevant employees and Contractors. All such Licensee's Records and use thereof
770 shall be subject to an obligation of confidentiality under this Agreement.
771
772 If an audit reveals that Licensee is using the Licensed Software beyond scope
773 of the licenses Licensee has paid for, Licensee shall pay to The Qt Company any
774 amounts owed for such unauthorized use within 30 days from receipt of the
775 corresponding invoice from The Qt Company.
776
777 In addition, in the event the audit reveals a material violation of the terms
778 of this Agreement (without limitation, either (i) underpayment of more than 10
779 % of License Fees or 10,000 euros (whichever is more) or (ii) distribution of
780 products, which include or result from Prohibited Combination, shall be deemed
781 a material violation for purposes of this section), then the Licensee shall
782 pay The Qt Company's reasonable cost of conducting such audit.
783
784 12. TERM AND TERMINATION
785
786 12.1. Agreement Term
787
788 This Agreement shall enter into force upon due acceptance by both Parties and
789 remain in force until terminated pursuant to the terms of this Section 12
790 ("Agreement Term").
791
792 12.2. Termination for breach and suspension of rights
793 Either Party shall have the right to terminate this Agreement upon thirty (30)
794 days prior written notice if the other Party commits a material breach of any
795 obligation of this Agreement and fails to remedy such breach within such notice
796 period.
797
798 Instead of termination, The Qt Company shall have the right to suspend or
799 withhold grants of all rights to the Licensed Software hereunder, including but
800 not limited to the Development Licenses, Distribution License, and Support,
801 should Licensee fail to make payment in timely fashion or otherwise violates or
802 is reasonably suspected to violate its obligations or terms of this Agreement,
803 and where such violation or breach is not cured within ten (10) business days
804 following The Qt Company's written notice thereof.
805
806 12.3. Termination for insolvency
807
808 Either Party shall have the right to terminate this Agreement immediately upon
809 written notice in the event that the other Party becomes insolvent, files for
810 any form of bankruptcy, makes any assignment for the benefit of creditors, has
811 a receiver, administrative receiver or officer appointed over the whole or a
812 substantial part of its assets, ceases to conduct business, or an act
813 equivalent to any of the above occurs under the laws of the jurisdiction of the
814 other Party.
815
816 12.4. Parties' Rights and Duties upon Termination
817
818 Upon expiry or termination of the Agreement, Licensee shall cease and shall
819 cause all Designated Users (including those of its Affiliates' and
820 Contractors') to cease using the Licensed Software under this Agreement. For
821 clarity, a Development License of a Designated User or a QA Tools License, and
822 all rights relating thereto, shall always terminate at the expiry of the
823 respective Development License Term, even if the Agreement continues to remain
824 in force.
825
826 Upon such termination the Licensee shall destroy or return to The Qt Company
827 all copies of the Licensed Software and all related materials and will certify
828 the same by Licensee's duly authorized officer to The Qt Company upon its
829 request, provided however that Licensee may retain and exploit such copies of
830 the Licensed Software as it may reasonably require in providing continued
831 support to Customers.
832
833 Except when this Agreement is terminated by The Qt Company due to Licensee's
834 material breach as set forth in Section 12.2, the Licensee may continue
835 distribution of Applications and Devices under the terms of this Agreement
836 despite the termination of this Agreement. In such event the terms hereof will
837 continue to be applicable and govern any such distribution of Applications and
838 Devices beyond the expiry or termination of this Agreement. In case of
839 termination by The Qt Company due to Licensee's material breach, Licensee must
840 cease any distribution of Applications and Devices at the date of termination
841 of this Agreement.
842
843 Expiry or termination of this Agreement for any reason whatsoever shall not
844 relieve Licensee of its obligation to pay any License Fees accrued or payable
845 to The Qt Company prior to the effective date of termination, and Licensee pay
846 to The Qt Company all such fees within 30 days from the effective date of
847 termination of this Agreement.
848
849 Termination of this Agreement shall not affect any rights of Customers to
850 continue use of Applications and Devices (and therein incorporated
851 Redistributables).
852
853 12.5. Extension of Rights under Special Circumstances
854
855 In the event of The Qt Company choosing not to renew the Development License(s)
856 or QA Tools Licenses, as set forth in Section 3.1 and 3.5 respectively, and
857 where such decision of non-renewal is not due to any ongoing breach or alleged
858 breach (as reasonably determined by The Qt Company) by Licensee of the terms of
859 this Agreement or any applicable license terms of Open Source Qt, then all
860 valid and affected Development Licenses and QA Tools licenses possessed by the
861 Licensee at such date shall be extended to be valid in perpetuity under the
862 terms of this Agreement and Licensee is entitled to purchase additional
863 licenses as set forth in Section 10.2.
864
865 In the event The Qt Company is declared bankrupt under a final, non-cancellable
866 decision by relevant court of law, and this Agreement is not, at the date of
867 expiry of the Development License(s) or QA Tools Licenses, assigned to party,
868 who has assumed The Qt Company's position as a legitimate licensor of Licensed
869 Software under this Agreement, then all valid Development Licenses and QA Tools
870 Licenses possessed by the Licensee at such date of expiry, and which the
871 Licensee has not notified for expiry, shall be extended to be valid in
872 perpetuity under the terms of this Agreement.
873
874 For clarity, in case of an extension under this Section 12.5, any such
875 extension shall not apply to The Qt Company's Support obligations, but Support
876 shall be provided only up until the end of the respective fixed Development
877 License Term regardless of the extension of relevant Development License or QA
878 Tools License, unless otherwise agreed between the Parties.
879
880 13. GOVERNING LAW AND LEGAL VENUE
881
882 In the event this Agreement is in the name of The Qt Company Inc., a Delaware
883 Corporation, then:
884 (i) this Agreement shall be construed and interpreted in accordance with
885 the laws of the State of California, USA, excluding its choice of law
886 provisions;
887 (ii) the United Nations Convention on Contracts for the International Sale
888 of Goods will not apply to this Agreement; and
889 (iii) any dispute, claim or controversy arising out of or relating to this
890 Agreement or the breach, termination, enforcement, interpretation or
891 validity thereof, including the determination of the scope or
892 applicability of this Agreement to arbitrate, shall be determined by
893 arbitration in San Francisco, USA, before one arbitrator. The
894 arbitration shall be administered by JAMS pursuant to JAMS' Streamlined
895 Arbitration Rules and Procedures. Judgment on the Award may be entered
896 in any court having jurisdiction. This Section shall not preclude
897 parties from seeking provisional remedies in aid of arbitration from a
898 court of appropriate jurisdiction.
899
900 In the event this Agreement is in the name of The Qt Company Ltd., a Finnish
901 Company, then:
902 (i) this Agreement shall be construed and interpreted in accordance with
903 the laws of Finland, excluding its choice of law provisions;
904 (ii) the United Nations Convention on Contracts for the International Sale
905 of Goods will not apply to this Agreement; and
906 (iii) any disputes, controversy or claim arising out of or relating to this
907 Agreement, or the breach, termination or validity thereof shall be
908 finally settled by arbitration in accordance with the Arbitration Rules
909 of International Chamber of Commerce. The arbitration tribunal shall
910 consist of one (1), or if either Party so requires, of three (3),
911 arbitrators. The award shall be final and binding and enforceable in
912 any court of competent jurisdiction. The arbitration shall be held in
913 Helsinki, Finland and the process shall be conducted in the English
914 language. This Section shall not preclude parties from seeking
915 provisional remedies in aid of arbitration from a court of appropriate
916 jurisdiction.
917
918 14. GENERAL PROVISIONS
919
920 14.1. No Assignment
921
922 Except in the case of a merger or sale of substantially all of its corporate
923 assets, Licensee shall not be entitled to assign or transfer all or any of its
924 rights, benefits and obligations under this Agreement without the prior written
925 consent of The Qt Company, which shall not be unreasonably withheld or delayed.
926 The Qt Company shall be entitled to freely assign or transfer any of its
927 rights, benefits or obligations under this Agreement.
928
929 14.2. No Third-Party Representations
930
931 Licensee shall make no representations or warranties concerning the Licensed
932 Software on behalf of The Qt Company. Any representation or warranty Licensee
933 makes or purports to make on The Qt Company's behalf shall be void as to
934 The Qt Company.
935
936 14.3. Surviving Sections
937
938 Any terms and conditions that by their nature or otherwise reasonably should
939 survive termination of this Agreement shall so be deemed to survive. Such
940 sections include especially the following: 1, 2, 6, 7, 9, 11, 12.4, 13 and 14.
941
942 14.4. Entire Agreement
943
944 This Agreement, the Appendices hereto, the License Certificate and any
945 applicable quote and Purchase Order accepted by The Qt Company constitute the
946 complete agreement between the Parties and supersedes all prior or
947 contemporaneous discussions, representations, and proposals, written or oral,
948 with respect to the subject matters discussed herein.
949
950 In the event of any conflict or inconsistency between this Agreement and any
951 Purchase Order, the terms of this Agreement will prevail over the terms of the
952 Purchase Order with respect to such conflict or inconsistency.
953
954 Parties specifically acknowledge and agree that this Agreement prevails over
955 any click-to-accept or similar agreements the Designated Users may need to
956 accept online upon download of the Licensed Software, as may be required by
957 The Qt Company's applicable processes relating to Licensed Software.
958
959 14.5. Modifications
960
961 No modification of this Agreement shall be effective unless contained in a
962 writing executed by an authorized representative of each Party. No term or
963 condition contained in Licensee's Purchase Order ("Deviating Terms") shall
964 apply unless The Qt Company has expressly agreed such Deviating Terms in
965 writing. Unless and to the extent expressly agreed by The Qt Company, any such
966 Deviating Terms shall be deemed void and with no legal effect. For clarity,
967 delivery of the Licensed Software following the receipt of the Purchase Order
968 including Deviating Terms shall not constitute acceptance of such Deviating
969 Terms.
970
971 14.6. Force Majeure
972
973 Except for the payment obligations hereunder, neither Party shall be liable to
974 the other for any delay or non-performance of its obligations hereunder in the
975 event and to the extent that such delay or non-performance is due to an event
976 of act of God, terrorist attack or other similar unforeseeable catastrophic
977 event that prevents either Party for fulfilling its obligations under this
978 Agreement and which such Party cannot avoid or circumvent ("Force Majeure
979 Event"). If the Force Majeure Event results in a delay or non-performance of a
980 Party for a period of three (3) months or longer, then either Party shall have
981 the right to terminate this Agreement with immediate effect without any
982 liability (except for the obligations of payment arising prior to the event of
983 Force Majeure) towards the other Party.
984
985 14.7. Notices
986
987 Any notice given by one Party to the other shall be deemed properly given and
988 deemed received if specifically acknowledged by the receiving Party in writing
989 or when successfully delivered to the recipient by hand, fax, or special
990 courier during normal business hours on a business day to the addresses
991 specified for each Party on the signature page. Each communication and document
992 made or delivered by one Party to the other Party pursuant to this Agreement
993 shall be in the English language.
994
995 14.8. Export Control
996
997 Licensee acknowledges that the Redistributables, as incorporated in
998 Applications or Devices, may be subject to export control restrictions under
999 the applicable laws of respective countries. Licensee shall fully comply with
1000 all applicable export license restrictions and requirements as well as with all
1001 laws and regulations relating to the Redistributables and exercise of licenses
1002 hereunder and shall procure all necessary governmental authorizations,
1003 including without limitation, all necessary licenses, approvals, permissions or
1004 consents, where necessary for the re-exportation of the Redistributables,
1005 Applications and/or Devices.
1006
1007 14.9. No Implied License
1008
1009 There are no implied licenses or other implied rights granted under this
1010 Agreement, and all rights, save for those expressly granted hereunder, shall
1011 remain with The Qt Company and its licensors. In addition, no licenses or
1012 immunities are granted to the combination of the Licensed Software with any
1013 other software or hardware not delivered by The Qt Company under this
1014 Agreement.
1015
1016 14.10. Attorney Fees
1017
1018 The prevailing Party in any action to enforce this Agreement shall be entitled
1019 to recover its attorney's fees and costs in connection with such action, as to
1020 be ordered by the relevant dispute resolution body.
1021
1022 14.11. Privacy
1023
1024 Licensee acknowledges and agrees that for the purpose of this Agreement,
1025 The Qt Company may collect, use, transfer and disclose personal data pertaining
1026 to Designated Users as well as any other employees and directors of the
1027 Licensee and its Contractors relevant for carrying out the intent of this
1028 Agreement. Such personal data will be primarily collected from the relevant
1029 individuals but may be collected also from Licensee (e.g. in the course of
1030 Licensee's reporting obligations). The Parties acknowledge that as
1031 The Qt Company determines the purpose and means for such collection and
1032 processing of the applicable personal data, The Qt Company shall be regarded as
1033 the Data Controller under the applicable Data Protection Legislation.
1034 The Qt Company shall process any such personal data in accordance with its
1035 privacy and security policies and practices, which will comply with all
1036 applicable requirements of the Data Protection Legislation.
1037
1038 14.12. Severability
1039
1040 If any provision of this Agreement shall be adjudged by any court of competent
1041 jurisdiction to be unenforceable or invalid, that provision shall be limited or
1042 eliminated to the minimum extent necessary so that this Agreement shall
1043 otherwise remain in full force and effect and enforceable.
1044
1045 14.13. Marketing Rights
1046
1047 Parties have agreed upon Marketing Rights pursuant to Appendix 7, if any.
1048
1049
1050
1051
1052 APPENDICES
1053 The Agreement includes following Appendices 1-10, as applicable.
1054 - Appendix 1: Licensed Software details
1055 - Appendix 2: Pricing
1056 - Appendix 3: Add-on Software details (optional)
1057 - Appendix 4: Small business and startup Licenses (optional)
1058 - Appendix 5: Non-commercial and educational Licenses (optional)
1059 - Appendix 6: License Reporting (optional)
1060 - Appendix 7: Marketing Rights (optional)
1061 - Appendix 8: Intentionally left blank (optional)
1062 - Appendix 9: Support Terms
1063 - Appendix 10: Conversion from legacy Licenses to Subscription (optional)
1064
1065
1066 APPENDIX 1: LICENSED SOFTWARE
1067
1068 The modules and/or tools that are included in the latest publicly available
1069 version of the respective product at the effective date of this Agreement- Qt
1070 for Application Development Professional (ADP), Qt for Application Development
1071 Enterprise (ADE), Qt for Device Creation Professional (DCP), Qt for Device
1072 Creation Enterprise (DCE), - are marked with "X" in the below table. The
1073 modules and tools are specific to each product version respectively and may
1074 vary from version to version. Modules and tools included in the latest publicly
1075 available version of the respective product at any given time are listed in
1076 Appendix 1 of the latest version of this Agreement available at
1077 www.qt.io/terms-conditions/. If a new version of Licensed Software does not
1078 include a module or tool present in an older version which Licensee is entitled
1079 to use under a valid license from The Qt Company, then Licensee will continue
1080 to have such right during the Term of this Agreement. In the event a new
1081 version of the Licensed Software adds modules or tools to any previous
1082 version(s), Licensee's rights will extend to cover also such additional modules
1083 and tools.
1084
1085 Parts of the product that are permitted for distribution in object-code form
1086 only ("Redistributables") are marked with "R" in the below table.
1087
1088 +----------------------------------------------------------+
1089 | Modules / Tools | ADP | ADE | DCP | DCE |
1090 +----------------------------------------------------------+
1091 | Active Qt | X,R | X,R | X,R | X,R |
1092 +----------------------------------------------------------+
1093 | Qt 3D | X,R | X,R | X,R | X,R |
1094 +----------------------------------------------------------+
1095 | Qt 5 Core Compatibility APIs | X,R | X,R | X,R | X,R |
1096 +----------------------------------------------------------+
1097 | Qt Android Extras | X,R | X,R | X,R | X,R |
1098 +----------------------------------------------------------+
1099 | Qt Bluetooth | X,R | X,R | X,R | X,R |
1100 +----------------------------------------------------------+
1101 | Qt Canvas 3D | X,R | X,R | X,R | X,R |
1102 +----------------------------------------------------------+
1103 | Qt Charts | X,R | X,R | X,R | X,R |
1104 +----------------------------------------------------------+
1105 | Qt Concurrent | X,R | X,R | X,R | X,R |
1106 +----------------------------------------------------------+
1107 | Qt Core | X,R | X,R | X,R | X,R |
1108 +----------------------------------------------------------+
1109 | Qt Data Visualization | X,R | X,R | X,R | X,R |
1110 +----------------------------------------------------------+
1111 | Qt D-Bus | X,R | X,R | X,R | X,R |
1112 +----------------------------------------------------------+
1113 | Qt for Python | X,R | X,R | X,R | X,R |
1114 +----------------------------------------------------------+
1115 | Qt for WebAssembly | X,R | X,R | X,R | X,R |
1116 +----------------------------------------------------------+
1117 | Qt Gamepad | X,R | X,R | X,R | X,R |
1118 +----------------------------------------------------------+
1119 | Qt Graphical Effects | X,R | X,R | X,R | X,R |
1120 +----------------------------------------------------------+
1121 | Qt GUI | X,R | X,R | X,R | X,R |
1122 +----------------------------------------------------------+
1123 | Qt Help | X,R | X,R | X,R | X,R |
1124 +----------------------------------------------------------+
1125 | Qt Image Formats | X,R | X,R | X,R | X,R |
1126 +----------------------------------------------------------+
1127 | Qt Location | X,R | X,R | X,R | X,R |
1128 +----------------------------------------------------------+
1129 | Qt Lottie Animation | X,R | X,R | X,R | X,R |
1130 +----------------------------------------------------------+
1131 | Qt Mac Extras | X,R | X,R | X,R | X,R |
1132 +----------------------------------------------------------+
1133 | Qt Multimedia | X,R | X,R | X,R | X,R |
1134 +----------------------------------------------------------+
1135 | Qt Multimedia Widgets | X,R | X,R | X,R | X,R |
1136 +----------------------------------------------------------+
1137 | Qt Network | X,R | X,R | X,R | X,R |
1138 +----------------------------------------------------------+
1139 | Qt Network Authorization | X,R | X,R | X,R | X,R |
1140 +----------------------------------------------------------+
1141 | Qt NFC | X,R | X,R | X,R | X,R |
1142 +----------------------------------------------------------+
1143 | Qt OpenGL | X,R | X,R | X,R | X,R |
1144 +----------------------------------------------------------+
1145 | Qt PDF | X,R | X,R | X,R | X,R |
1146 +----------------------------------------------------------+
1147 | Qt Platform Headers | X,R | X,R | X,R | X,R |
1148 +----------------------------------------------------------+
1149 | Qt Positioning | X,R | X,R | X,R | X,R |
1150 +----------------------------------------------------------+
1151 | Qt Print Support | X,R | X,R | X,R | X,R |
1152 +----------------------------------------------------------+
1153 | Qt Purchasing | X,R | X,R | X,R | X,R |
1154 +----------------------------------------------------------+
1155 | Qt QML | X,R | X,R | X,R | X,R |
1156 +----------------------------------------------------------+
1157 | Qt Quick | X,R | X,R | X,R | X,R |
1158 +----------------------------------------------------------+
1159 | Qt Quick 3D | X,R | X,R | X,R | X,R |
1160 +----------------------------------------------------------+
1161 | Qt Quick Controls 1 | X,R | X,R | X,R | X,R |
1162 +----------------------------------------------------------+
1163 | Qt Quick Controls | X,R | X,R | X,R | X,R |
1164 +----------------------------------------------------------+
1165 | Qt Quick Dialogs | X,R | X,R | X,R | X,R |
1166 +----------------------------------------------------------+
1167 | Qt Quick Extras | X,R | X,R | X,R | X,R |
1168 +----------------------------------------------------------+
1169 | Qt Quick Layouts | X,R | X,R | X,R | X,R |
1170 +----------------------------------------------------------+
1171 | Qt Quick Test | X,R | X,R | X,R | X,R |
1172 +----------------------------------------------------------+
1173 | Qt Quick Timeline | X,R | X,R | X,R | X,R |
1174 +----------------------------------------------------------+
1175 | Qt Quick WebGL | X,R | X,R | X,R | X,R |
1176 +----------------------------------------------------------+
1177 | Qt Quick Widgets | X,R | X,R | X,R | X,R |
1178 +----------------------------------------------------------+
1179 | Qt Remote Objects | X,R | X,R | X,R | X,R |
1180 +----------------------------------------------------------+
1181 | Qt Script | X,R | X,R | X,R | X,R |
1182 +----------------------------------------------------------+
1183 | Qt Script Tools | X,R | X,R | X,R | X,R |
1184 +----------------------------------------------------------+
1185 | Qt SCXML | X,R | X,R | X,R | X,R |
1186 +----------------------------------------------------------+
1187 | Qt Sensors | X,R | X,R | X,R | X,R |
1188 +----------------------------------------------------------+
1189 | Qt Serial Bus | X,R | X,R | X,R | X,R |
1190 +----------------------------------------------------------+
1191 | Qt Serial Port | X,R | X,R | X,R | X,R |
1192 +----------------------------------------------------------+
1193 | Qt Shader Tools | X,R | X,R | X,R | X,R |
1194 +----------------------------------------------------------+
1195 | Qt Speech | X,R | X,R | X,R | X,R |
1196 +----------------------------------------------------------+
1197 | Qt State Machine | X,R | X,R | X,R | X,R |
1198 +----------------------------------------------------------+
1199 | Qt SQL | X,R | X,R | X,R | X,R |
1200 +----------------------------------------------------------+
1201 | Qt SVG | X,R | X,R | X,R | X,R |
1202 +----------------------------------------------------------+
1203 | Qt Test | X,R | X,R | X,R | X,R |
1204 +----------------------------------------------------------+
1205 | Qt UI Tools | X,R | X,R | X,R | X,R |
1206 +----------------------------------------------------------+
1207 | Qt Virtual Keyboard | X,R | X,R | X,R | X,R |
1208 +----------------------------------------------------------+
1209 | Qt Wayland Compositor | X,R | X,R | X,R | X,R |
1210 +----------------------------------------------------------+
1211 | Qt WebChannel | X,R | X,R | X,R | X,R |
1212 +----------------------------------------------------------+
1213 | Qt WebEngine | X,R | X,R | X,R | X,R |
1214 +----------------------------------------------------------+
1215 | Qt WebSockets | X,R | X,R | X,R | X,R |
1216 +----------------------------------------------------------+
1217 | Qt WebView | X,R | X,R | X,R | X,R |
1218 +----------------------------------------------------------+
1219 | Qt Widgets | X,R | X,R | X,R | X,R |
1220 +----------------------------------------------------------+
1221 | Qt Windows Extras | X,R | X,R | X,R | X,R |
1222 +----------------------------------------------------------+
1223 | Qt X11 Extras | X,R | X,R | X,R | X,R |
1224 +----------------------------------------------------------+
1225 | Qt XML | X,R | X,R | X,R | X,R |
1226 +----------------------------------------------------------+
1227 | Qt XML Patterns | X,R | X,R | X,R | X,R |
1228 +----------------------------------------------------------+
1229 | Qt Designer (Qt Widget Designer) | X,R | X,R | X,R | X,R |
1230 +----------------------------------------------------------+
1231 | Qt Linguist | X,R | X,R | X,R | X,R |
1232 +----------------------------------------------------------+
1233 | Qt Assistant | X,R | X,R | X,R | X,R |
1234 +----------------------------------------------------------+
1235 | lupdate | X,R | X,R | X,R | X,R |
1236 +----------------------------------------------------------+
1237 | lrelease | X,R | X,R | X,R | X,R |
1238 +----------------------------------------------------------+
1239 | lconvert | X,R | X,R | X,R | X,R |
1240 +----------------------------------------------------------+
1241 | Qt MQTT | | X,R | X,R | X,R |
1242 +----------------------------------------------------------+
1243 | Qt KNX | | X,R | X,R | X,R |
1244 +----------------------------------------------------------+
1245 | Qt OPC UA | | X,R | X,R | X,R |
1246 +----------------------------------------------------------+
1247 | Qt CoAP | | X,R | X,R | X,R |
1248 +----------------------------------------------------------+
1249 | Boot 2 Qt stacks | | | X,R | X,R |
1250 +----------------------------------------------------------+
1251 | Qt OTA | | | X,R | X,R |
1252 +----------------------------------------------------------+
1253 | Device Utilities | | | X,R | X,R |
1254 +----------------------------------------------------------+
1255 | Qt Debugging Bridge (QBD) Daemon | | | X,R | X,R |
1256 +----------------------------------------------------------+
1257 | Qt Quick Ultralite Controls | | | X,R | X,R |
1258 +----------------------------------------------------------+
1259 | Qt Quick Ultralite | | | X,R | X,R |
1260 +----------------------------------------------------------+
1261 | Qt Safe Renderer (QSR) | | | | X,R |
1262 +----------------------------------------------------------+
1263 | Qt Application Manager | | | | X,R |
1264 +----------------------------------------------------------+
1265 | Qt Interface Framework | | | | X,R |
1266 +----------------------------------------------------------+
1267 | Neptune Reference UI | | | | X,R |
1268 +----------------------------------------------------------+
1269 | Qt for Android Automotive (QAA) | | | | X,R |
1270 +----------------------------------------------------------+
1271 | Qt Creator | X | X | X | X |
1272 +----------------------------------------------------------+
1273 | Qt Design Studio Professional | X | X | X | X |
1274 +----------------------------------------------------------+
1275 | androiddeployqt | X | X | X | X |
1276 +----------------------------------------------------------+
1277 | androidtestrunner | X | X | X | X |
1278 +----------------------------------------------------------+
1279 | canbusutil | X | X | X | X |
1280 +----------------------------------------------------------+
1281 | dumpcpp | X | X | X | X |
1282 +----------------------------------------------------------+
1283 | dumpdoc | X | X | X | X |
1284 +----------------------------------------------------------+
1285 | fixqt4headers.pl | X | X | X | X |
1286 +----------------------------------------------------------+
1287 | idc | X | X | X | X |
1288 +----------------------------------------------------------+
1289 | moc | X | X | X | X |
1290 +----------------------------------------------------------+
1291 | pixeltool | X | X | X | X |
1292 +----------------------------------------------------------+
1293 | qdbus | X | X | X | X |
1294 +----------------------------------------------------------+
1295 | qdbuscpp2xml | X | X | X | X |
1296 +----------------------------------------------------------+
1297 | qdbusviwer | X | X | X | X |
1298 +----------------------------------------------------------+
1299 | qdbusxml2cpp | X | X | X | X |
1300 +----------------------------------------------------------+
1301 | qdistancefieldgenerator | X | X | X | X |
1302 +----------------------------------------------------------+
1303 | qdoc | X | X | X | X |
1304 +----------------------------------------------------------+
1305 | qhelpgenerator | X | X | X | X |
1306 +----------------------------------------------------------+
1307 | qlalr | X | X | X | X |
1308 +----------------------------------------------------------+
1309 | qmake | X | X | X | X |
1310 +----------------------------------------------------------+
1311 | qml | X | X | X | X |
1312 +----------------------------------------------------------+
1313 | qmlcachegen | X | X | X | X |
1314 +----------------------------------------------------------+
1315 | qmldom | X | X | X | X |
1316 +----------------------------------------------------------+
1317 | qmleasing | X | X | X | X |
1318 +----------------------------------------------------------+
1319 | qmlformat | X | X | X | X |
1320 +----------------------------------------------------------+
1321 | qmllint | X | X | X | X |
1322 +----------------------------------------------------------+
1323 | qmlpreview | X | X | X | X |
1324 +----------------------------------------------------------+
1325 | qmlprofiler | X | X | X | X |
1326 +----------------------------------------------------------+
1327 | qmlscene | X | X | X | X |
1328 +----------------------------------------------------------+
1329 | qmltestrunner | X | X | X | X |
1330 +----------------------------------------------------------+
1331 | qmltime | X | X | X | X |
1332 +----------------------------------------------------------+
1333 | qmlviewer | X | X | X | X |
1334 +----------------------------------------------------------+
1335 | qtdiag | X | X | X | X |
1336 +----------------------------------------------------------+
1337 | qtpaths | X | X | X | X |
1338 +----------------------------------------------------------+
1339 | qtplugininfo | X | X | X | X |
1340 +----------------------------------------------------------+
1341 | qvkgen | X | X | X | X |
1342 +----------------------------------------------------------+
1343 | rcc | X | X | X | X |
1344 +----------------------------------------------------------+
1345 | tracegen | X | X | X | X |
1346 +----------------------------------------------------------+
1347 | uic | X | X | X | X |
1348 +----------------------------------------------------------+
1349 | windeployqt | X | X | X | X |
1350 +----------------------------------------------------------+
1351 | Target toolchains | | | X | X |
1352 +----------------------------------------------------------+
1353 | Qt Debugging Bridge Host Tools | | | X | X |
1354 +----------------------------------------------------------+
1355 | qtconfig-gui | | | X | X |
1356 +----------------------------------------------------------+
1357 | Qt Emulator | | | X | X |
1358 +----------------------------------------------------------+
1359 | Qt Creator VxWorks plugin | | | X | X |
1360 +----------------------------------------------------------+
1361 | Qt Creator plugin for Qt | | | | X |
1362 | Application Manager | | | | |
1363 +----------------------------------------------------------+
1364 | qmlinterfacegenerator | | | | X |
1365 +----------------------------------------------------------+
1366 | qmltocpp | | | | X |
1367 +----------------------------------------------------------+
1368 | qulfontcompiler | | | | X |
1369 +----------------------------------------------------------+
1370 | Qt Deployment Server | | | | X |
1371 +----------------------------------------------------------+
1372
1373
1374 Rights for Application and Device use cases
1375
1376 Following table summarizes the rights afforded by different products of the
1377 Licensed Software to create and distribute Applications and Devices as defined
1378 in this Agreement (X marks for rights):
1379
1380 +---------------------------------------------------------------+
1381 | | Applications | Devices |
1382 +---------------------------------------------------------------+
1383 | ADP | X | |
1384 +---------------------------------------------------------------+
1385 | ADE | X | |
1386 +---------------------------------------------------------------+
1387 | DCP | X | X |
1388 +---------------------------------------------------------------+
1389 | DCE | X | X |
1390 +---------------------------------------------------------------+
1391
1392 Licensed Software: Designer tools and modules
1393
1394 The modules and/or tools that are included in the respective product - Qt for
1395 Design Studio Professional (DSP), Qt for Design Studio Enterprise (DSE) - are
1396 marked with "X" in the below table.
1397
1398 Designer tools provides no Redistributables.
1399
1400 +---------------------------------------------+
1401 | | DSP | DSE |
1402 +---------------------------------------------+
1403 | Qt Design Studio | X | X |
1404 +---------------------------------------------+
1405 | Qt Design Bridges | | X |
1406 +---------------------------------------------+
1407 | QML Live on host | X | X |
1408 +---------------------------------------------+
1409 | QML Live on target | | X |
1410 +---------------------------------------------+
1411 | Variant Management | | X |
1412 +---------------------------------------------+
1413 | Shader creation tools | | X |
1414 +---------------------------------------------+
1415 | Profiling tools | | X |
1416 +---------------------------------------------+
1417 | Simulink support | | X |
1418 +---------------------------------------------+
1419
1420
1421 Both DSP and DSE can be used to create an user interface for use cases covered
1422 by ADP, ADE, DCP and DCE.
1423
1424 Licensed Software: QA Tools
1425
1426 The modules and/or tools that are included in the respective QA Tools product
1427 - Squish (both Tester and execution Licenses), Coco or Test Center - are marked
1428 with "X" in the below table. Optional features that will need additional
1429 licenses are marked with "O". QA Tools include no Redistributables.
1430
1431 +---------------------------------------------------------------------+
1432 | | Squish | Coco | Test Center |
1433 +---------------------------------------------------------------------+
1434 | Squish IDE | X | | |
1435 +---------------------------------------------------------------------+
1436 | QA Tool-specific command line tools | X | X | X |
1437 +---------------------------------------------------------------------+
1438 | Coverage Browser | | X | |
1439 +---------------------------------------------------------------------+
1440 | HTML interface | | | X |
1441 +---------------------------------------------------------------------+
1442 | Qt Support Module | X | | |
1443 +---------------------------------------------------------------------+
1444 | Java support module | X | | |
1445 +---------------------------------------------------------------------+
1446 | Windows support module | X | | |
1447 +---------------------------------------------------------------------+
1448 | iOS support module | X | | |
1449 +---------------------------------------------------------------------+
1450 | Android support module | X | | |
1451 +---------------------------------------------------------------------+
1452 | Web support module | X | | |
1453 +---------------------------------------------------------------------+
1454 | macOS support module | X | | |
1455 +---------------------------------------------------------------------+
1456 | VNC support module | X | | |
1457 +---------------------------------------------------------------------+
1458 | MCU support module | X | | |
1459 +---------------------------------------------------------------------+
1460 | C and C++ language module | | X | |
1461 +---------------------------------------------------------------------+
1462 | C# language module | | X | |
1463 +---------------------------------------------------------------------+
1464 | QML language module | | X | |
1465 +---------------------------------------------------------------------+
1466 | Tester Cross-Compilation Add-On | O | O | |
1467 +---------------------------------------------------------------------+
1468
1469 License capabilities for Squish
1470
1471 License capabilities that are included in the Squish Tester and Execution
1472 Licenses are marked with "X" in the below table.
1473
1474 +-----------------------------------------------------------------------------+
1475 | | Squish Tester License | Squish Execution License |
1476 +-----------------------------------------------------------------------------+
1477 | Ability to create, edit, | X | |
1478 | and debug test cas | | |
1479 +-----------------------------------------------------------------------------+
1480 | Ability to execute test | X | X |
1481 | cases | | |
1482 +-----------------------------------------------------------------------------+
1483
1484 Install and use capabilities for QA Tools
1485
1486 Install and use capabilities that are included in the respective QA Tools
1487 products are defined in the below table.
1488
1489 +-----------------------------------------------------------------------------+
1490 | | Squish | Squish | Coco | Test |
1491 | | Tester | Execution | License | Center |
1492 | | License | License | | License |
1493 +-----------------------------------------------------------------------------+
1494 | Number of installation | Unlimited | Unlimited | Unlimited | One(1) |
1495 | instances per license | | | | |
1496 +-----------------------------------------------------------------------------+
1497 | Number of concurrent | Limited by| Limited by | Limited by | Limited by |
1498 | users | number of | number of | number of | number of |
1499 | | Squish | Squish | Coco | Test Center |
1500 | | Tester | Execution | Tester | Licenses |
1501 | | Licenses | Licenses | Licenses | |
1502 +-----------------------------------------------------------------------------+
1503
1504
1505 APPENDIX 2: PRICING
1506
1507 Separate template
1508
1509 APPENDIX 3: ADD-ON PRODUCTS TO LICENSED SOFTWARE
1510
1511 Intentionally left blank.
1512
1513 APPENDIX 4: SMALL BUSINESS AND STARTUP
1514
1515 The provisions of this Appendix 4 are applicable for companies with an annual
1516 revenue, including funding, equivalent to maximum of 250,000 USD (in applicable
1517 currency) during the latest full calendar year, as evidenced by duly audited
1518 records of the Licensee and approved by The Qt Company ("Start-up Company").
1519
1520 Start-up Companies are qualified for a discounted License Fee for maximum of
1521 four (4) Development Licenses ("Start-up Development License") unless otherwise
1522 agreed between the parties.
1523
1524 Start-up Development License entitles the respective Designated User for
1525 Support only for Install Support as defined in Appendix 9, Support Terms.
1526
1527 Upon expiry of the respective Development License Term, the Start-up
1528 Development Licenses shall be automatically extended, pursuant to Section 3.1
1529 of the Agreement, for a Renewal Term either as new Start-up Development
1530 Licenses (if the Licensee still qualifies as a Start-up Company), or as normal
1531 then standard list price Development Licenses (if the Licensee no longer
1532 qualifies as a Start-up Company).
1533
1534 APPENDIX 5: NON-COMMERCIAL AND EDUCATIONAL USE
1535
1536 The provisions of this Appendix 5 are applicable for non-commercial use of the
1537 Licensed Software by the Licensee.
1538
1539 For the purpose of this Appendix 5, the following additional definitions
1540 (replacing the relevant definition of the Agreement, where applicable) shall be
1541 applicable:
1542
1543 "Demo Units" shall mean (i) hardware development platform, which incorporates
1544 the Licensed Software along with Licensee's software and/or hardware, and (ii)
1545 prototype versions of Applications or Devices.
1546
1547 "Designated User(s)" shall mean the employees and students of the Licensee.
1548
1549 "Licensee Products" shall mean Applications and/or Devices.
1550
1551 "Permitted Purpose" shall mean (i) Licensee's internal evaluation and testing
1552 of Licensed Software, (ii) building Demo Units as well as (iii) educational
1553 use.
1554
1555 "Agreement Term" shall mean a period of twelve (12) months or any such other
1556 period as may be agreed between the Parties.
1557
1558 For the purpose of this Appendix 5, the following changes shall be agreed with
1559 respect to relevant Sections of the Agreement:
1560 I. Recital (A) shall be replaced in its entirety to read as follows:
1561 "(A) Licensee wishes to use the Licensed Software for the Permitted
1562 Purpose."
1563 II. Section 3.1 shall be replaced in its entirety to read as follows:
1564 "The Qt Company grants to Licensee a personal, non-exclusive,
1565 non-transferable, revocable, royalty-free license, valid for the
1566 Agreement Term, to use, modify and copy the Licensed Software solely
1567 for the Permitted Purpose. Licensee may install copies of the Licensed
1568 Software on five (5) computers per Designated User, provided that only
1569 the Designated Users who have a valid Development License may use the
1570 Licensed Software. Licensee may demonstrate the Demo Units, provided
1571 that such demonstrations must be conducted by Licensee, and the Demo
1572 Units must remain in Licensee's possession and under Licensee's control
1573 at all times.
1574 For clarity, this Agreement does not (i) entitle Licensee to use
1575 Licensed Software to create Applications or Devices (other than
1576 prototypes thereof) or (ii) carry any distribution rights to Licensee,
1577 but such rights are subject to and conditional upon conclusion of a
1578 separate license agreement with The Qt Company."
1579 III. Sections 3.2, 3.3, 3.5, 3.6, 8 and 10 shall be deleted.
1580 IV. Section 3.4 shall be replaced in its entirety to read as follows:
1581 "Licensee shall not:
1582 - remove or alter any copyright, trademark or other proprietary rights
1583 notice contained in any portion of the Licensed Software;
1584 - transfer, publish, sublicense, disclose, display or otherwise make
1585 the Licensed Software available to any third party (except that
1586 Licensee may demonstrate the Demo Units pursuant to Section 3.1);
1587 - in any way combine, incorporate or integrate Licensed Software with,
1588 or use Licensed Software for creation of, any software created with
1589 or incorporating Open Source Qt; Licensee shall cause all Designated
1590 Users who make use of the licenses granted under this Agreement, to
1591 be contractually bound to comply with the relevant terms of this
1592 Agreement and not to use the Licensed Software beyond the terms
1593 hereof. Licensee shall be responsible for any and all actions and
1594 omissions of its Designated Users relating to the Licensed Software
1595 and use thereof. Any use of Licensed Software beyond the provisions
1596 of this Agreement is strictly prohibited and requires an additional
1597 license from The Qt Company."
1598 V. Section 12 shall be replaced in its entirety to read as follows:
1599 "This Agreement shall enter into force upon due acceptance by both
1600 Parties and remain in force for the Agreement Term, unless and until
1601 terminated pursuant to the terms of Section 12.
1602 Upon termination of the Agreement, Licensee shall cease using the
1603 Licensed Software. All other copies of Licensed Software in the
1604 possession or control of Licensee must be erased or destroyed. An
1605 officer of Licensee must, upon request, promptly deliver to The Qt
1606 Company a written confirmation that this has occurred."
1607
1608 Except for the modifications specified above, this Appendix carries no change
1609 to the terms of the Agreement which shall remain in full force.
1610
1611 APPENDIX 6: LICENSE REPORTING
1612
1613 Separate template
1614
1615 APPENDIX 7: MARKETING RIGHTS
1616
1617 This Appendix 7 has the purpose to grant visibility through The Qt Company
1618 marketing channels of the usage of Qt and related product and service in
1619 Licensee product. Following related marketing right are agreed between the Qt
1620 Company and the Licensee.
1621
1622 1. LICENSEE NAME AND LICENSEE LOGO
1623
1624 The Qt Company has the right to use Licensee name and Licensee logo in public
1625 channel, in respect of the value proposition that the Qt company provided to
1626 the Licensee.
1627
1628 2. MARKETING CONTENT COOPERATION
1629
1630 2.1. LICENSEE CASES
1631
1632 The Licensee is open to collaborate on content creation for marketing and
1633 communication purpose. The Licensee will nominate one responsible that will be
1634 in charge to support The Qt company with this content creation, according to
1635 content format paragraph, answering technical questions or sharing professional
1636 picture or video of required content. The Qt Company will have the right to
1637 advertise this in Content Format and Channel as mentioned in paragraph 3 and 4.
1638
1639 2.2. FINAL PRODUCT REFERRAL
1640
1641 Licensee agree that The Qt Company could connect their software product and
1642 services with the Licensee device or application, that the Licensee has created
1643 using The Qt Company technology and competence. Licensee will provide high
1644 quality picture, and video of the created final product where the Qt technology
1645 is running into. The Qt Company will have the right to advertise this in
1646 Content Format and Channel as mentioned in paragraph 3 and 4.
1647
1648 3. CONTENT FORMAT
1649
1650 - Video
1651 - Written Licensee case
1652 - Press release
1653 - Social media posts
1654 - Emails
1655 - Event booth Graphics
1656 - Printed material
1657
1658 4. CHANNELS
1659
1660 - Social media
1661 - The Qt Company resource center and website
1662 - Email to the Qt company contact database
1663 - Events
1664 - Online webinars
1665 - Public speech
1666 - Public presentations
1667
1668 APPENDIX 8: INTENTIONALLY LEFT BLANK
1669
1670 APPENDIX 9: SUPPORT TERMS
1671
1672 These Qt support terms and conditions ("Support Terms") set forth the legal
1673 framework, where under The Qt Company ("The Qt Company") provides support
1674 services (as herein defined) to the Licensee.
1675
1676 1 DEFINITIONS
1677
1678 "Application Code" shall mean a computer software program written strictly
1679 using the Qt programming language, by or for the Licensee, with a user
1680 interface, enabling the Licensee or their users to accomplish a specific task
1681 and display any results of the task on the display monitor or screen.
1682
1683 "Dedicated Contact" shall mean the employee of The Qt Company who will be the
1684 first point of contact for all Designated Users' requests for Support.
1685
1686 "Errors" shall mean an error, flaw, mistake, failure, or fault in Licensed
1687 Software that prevents it from behaving as described in the relevant
1688 documentation or as agreed between the Parties.
1689
1690 "Extended Support" shall mean a continuation to the normal Support period,
1691 which allows Designated Users to receive selected Support (Standard Support or
1692 Premium Support) for a version of Licensed Software that is no longer generally
1693 supported by The Qt Company.
1694
1695 "Install Support" shall mean Support that is limited to installation related
1696 Error(s) on Development Platforms specified as supported host platforms for
1697 each Qt release under doc.qt.io.
1698
1699 "Maintenance Release" shall mean a release or version of Licensed Software
1700 containing bug fixes, error corrections and other changes targeted to
1701 maintaining and improving product stability and quality. Maintenance Releases
1702 are generally depicted as a change to the third digit of Licensed Software
1703 version number.
1704
1705 "Platforms" shall mean both Development Platforms and Deployment Platforms.
1706 Supported host and target Platforms may vary from for each Qt release as
1707 defined under doc.qt.io.
1708
1709 "Premium Support" shall mean an upgraded level of Support that The Qt Company
1710 provides pursuant to these Support Terms to Licensee if Licensee has purchased
1711 Premium Support instead of Standard Support. Premium Support shall always be
1712 purchased for all Designated User(s) in the respective development team of the
1713 Licensee.
1714
1715 "Response Time" shall mean the period of time from when Licensee notifies
1716 TheQt Company about an Error or requests Support until The Qt Company provides
1717 Licensee with a response that addresses (but not necessarily resolves) the
1718 reported Error or provides the requested Support.
1719
1720 "Standard Support" shall mean standard level of Support that The Qt Company
1721 provides pursuant to these Support Terms to Licensee.
1722
1723 "Support" shall mean developer assistance that is provided by The Qt Company
1724 to assist eligible Designated Users in Licensed Software installation, usage
1725 and functionality problem resolution for Error(s) and Error workarounds
1726 pursuant to the terms of these Support Terms. Support for different products is
1727 available as specified in the below table ("X" marking the Support that is
1728 included in the license price, optional Add-on Support services are marked as
1729 "O"):
1730
1731 +-----------------------------------------------------------------------+
1732 | |ADP|ADE|DCP|DCE|DSP|DSE|Squish|Coco|Test Center|
1733 +-----------------------------------------------------------------------+
1734 | Install Support | X | X | X | X | X | X | X | X | X |
1735 +-----------------------------------------------------------------------+
1736 | Standard Support | | X | X | X | X | X | X | X | X |
1737 +-----------------------------------------------------------------------+
1738 | Premium Support | | O | O | O | O | O | O | O | O |
1739 +-----------------------------------------------------------------------+
1740 | Extended Support | | O | O | O | O | O | | | |
1741 +-----------------------------------------------------------------------+
1742 | Tool Qualification Kit| | | | | | | O | O | |
1743 +-----------------------------------------------------------------------+
1744
1745 "Support Validity Term" shall mean the Development License Term or any other
1746 fixed time period agreed between the Parties during which time the Customer is
1747 eligible to receive Support from The Qt Company.
1748
1749 "Tool Qualification Kit" shall mean a customized set of documents and
1750 validation test cases.
1751
1752 2 SUPPORT SERVICES
1753
1754 2.1 Support Services Provided by The Qt Company
1755
1756 Subject to these Support Terms and during the Support Validity Term, The Qt
1757 Company will via its web-based support user-interface, provide Designated
1758 User(s) with Support for the Platforms which Customer has licensed under the
1759 Agreement.
1760 The Qt Company will make commercially reasonable efforts to solve any Errors
1761 reported by Designated User(s). Resolution of an Error may be provided through
1762 Designated User(s) themselves downloading of a later released version of the
1763 applicable Licensed Software product(s) or providing the Designated User with a
1764 temporary workaround addressing such Error.
1765
1766 2.2 Licensee's Obligations
1767
1768 To report an Error, the Designated User shall register the Error on The Qt
1769 Company's web-based support user interface located at:
1770 https://account.qt.io/login or at another location designated by The Qt Company.
1771
1772 The Designated User must provide adequate information and documentation to The
1773 Qt Company to enable it to recreate the Error or problem for which the
1774 Designated User has sought assistance.
1775 To ensure efficient handling of Errors, the Designated User must provide the
1776 following information, where relevant:
1777 - A clear, detailed description of the problem, question or suggestion;
1778 - Identification of which Licensed Software product and version is affected;
1779 - Identification of the operating environment (e.g. operating system, hardware
1780 Platform, build tools, etc.) on which the problem exists;
1781 - On Standard Support: A complete and compilable test case of not more than 500
1782 lines of code that demonstrates the problem;
1783 - On Premium Support: A complete and compilable test case that demonstrates the
1784 problem or access to Application Code source codes.
1785
1786 Additional relevant content, such as screenshots, etc.
1787 Additional content should be included as attachments. The preferred image
1788 formats are JPEG and PNG. Compressed content should be included in zip or
1789 tar.gz archives. Executable content and documents in platform specific formats
1790 such as Microsoft Office' are not accepted.
1791
1792 In order for The Qt Company to provide prompt handling of Errors, the
1793 Designated User shall promptly respond to any requests from The Qt Company for
1794 additional information.
1795
1796 2.3 Support Limitations
1797
1798 General limitations:
1799
1800 Each version or release of the Licensed Software will be Supported under
1801 Standard Support or Premium Support only for limited time period as set forth
1802 in doc.qt.io. For example, regular releases of Qt Software are supported for
1803 one (1) year from the release date of the version x.y.0 and Long Term Support
1804 (LTS) Releases are supported for a period of three (3) years from the release
1805 date of the LTS version x.y.0.
1806
1807 The Qt Company shall only provide Support for Designated User(s).
1808
1809 Support is made available for the entire development teams only: It is not
1810 allowed to purchase Support only for some members of the development team, and
1811 all Designated Users of the respective development team must be eligible for
1812 the same level of Support.
1813
1814 Support is not provided for snapshots, preview releases, beta releases or
1815 release candidates.
1816
1817 The Qt Company shall have no obligation to provide Support for hardware or
1818 operating system specific problems or problems arising from improper use,
1819 accident, neglect or modification of Qt.
1820
1821 Limitations with Install Support:
1822
1823 Support limited to Error(s) regarding installation and setting up of the Qt
1824 development environment on host Platforms.
1825
1826 Limitations with Standard Support:
1827
1828 The Qt Company shall not provide Support for third-party software or problems
1829 caused by third-party software even if such third-party software is distributed
1830 together with Licensed Software product(s).
1831
1832 The Qt Company shall only provide Support for Error(s) that are reported on and
1833 can be reproduced on Platforms that are officially supported for the release of
1834 the Licensed Software.
1835
1836 Limitations with Premium support:
1837
1838 The Qt Company shall not provide Support for third-party software or problems
1839 caused by third-party software. However, if such third-party software is
1840 distributed together with Licensed Software, The Qt Company will make
1841 commercially reasonable efforts to solve such problems.
1842
1843 The Qt Company shall only provide Support for Error(s) that can be reproduced
1844 on Platforms that are officially supported for the release of the Licensed
1845 Software. If the Error is on a Platform that is not supported, The Qt Company
1846 will make commercially reasonable efforts to provide a solution on closest
1847 corresponding supported Platform.
1848
1849 Premium Support is optional and purchased for an agreed bucket of hours
1850 ("Bucket"). Hours can be used by any Designated User in the respective
1851 development team. To encourage continuous usage of the Support, ten percent
1852 (10%) of the purchased Bucket shall automatically expire (regardless of whether
1853 such support hours are actually used or not by the Licensee) each month after
1854 three (3) months from the purchase of the Premium Support.
1855
1856 2.4 Extended Support
1857
1858 Extended Support extends the Support Validity Term for a release of Licensed
1859 Software that is no longer generally supported.
1860
1861 Extended Support includes and is by default provided with Standard Support
1862 rules and limitations, unless Extended Support is purchased with Premium
1863 Support in which case Premium Support rules and limitations will apply.
1864
1865 Extended Support is optional and purchased with annual fee and separately per
1866 each Licensee product. Extended Support will need definition of (i) Licensee
1867 product, (ii) used Platform(s) and (iii) Licensed Software version(s).
1868
1869 2.5 Tool Qualification Kit
1870
1871 The Qt Company shall provide set of customized documents and validation tests
1872 that enable Licensee to qualify QA testing tool for the purpose of ISO 26262,
1873 EN 50128, DO-330, IEC 61508, IEC 62304 or IEC 13485 certification Licensee end
1874 to end solution.
1875
1876 3 RESPONSE TIME
1877
1878 In performing Support, The Qt Company shall commit to following, non-binding,
1879 Response Times:
1880
1881 Standard Support: Errors and Support requests will have a Response Time not to
1882 exceed two (2) business days.
1883
1884 Premium Support: Errors and Support requests will have a Response Time not to
1885 exceed one (1) business day.
1886
1887 For complex issues, The Qt Company may provide an initial response to the
1888 Designated User and then follow up, without undue delay, with additional
1889 communication before an Error is properly addressed or Support provided.
1890
1891 4 ADDITIONAL SERVICES IN PREMIUM SUPPORT
1892
1893 The Designated User(s) will be assigned a Dedicated Contact to handle requests
1894 for Support. Dedicated Contact is subject to change in cases such as sick
1895 leave, vacation and other similar reasons.
1896
1897 The Designated User(s) can on request ask The Qt Company to access their
1898 computer remotely in order to resolve problems directly.
1899
1900 The Designated User(s) can request a session via Instant Messaging or phone
1901 call in the support request to The Qt Company.
1902
1903 Premium Support can assist Licensee in implementing new features, bug fixes
1904 and accessing patches in Licensed Software or Application Code.
1905
1906 All Support requests will be handled with high priority.
1907
1908 5 MAINTENANCE RELEASES, UPDATES AND UPGRADES
1909
1910 Under the Support the Customer is eligible for Maintenance Releases and Updates
1911 that The Qt Company generally makes available to customers who has purchased
1912 Support. Unless otherwise decided by The Company at its free and absolute
1913 discretion, Upgrades will not be provided under the Support.
1914
1915 The primary focus of Maintenance Releases is product quality. Therefore, each
1916 Maintenance Release typically includes the following types of changes to the
1917 previous version of Licensed Software:
1918 - Bug fixes caused by changes to previously working code;
1919 - Fixes related to build issues on supported Platforms;
1920 - Error corrections specific to a single Platform that are not present on other
1921 Platforms;
1922 - Critical Error corrections such as crashes, data corruption, loss of data,
1923 race conditions; and
1924 - Updates to documentation and license information when deemed necessary by
1925 The Qt Company.
1926
1927 The primary focus of Updates is introducing new features to Licensed Software
1928 and covering new platforms. Therefore, each Updates typically includes the
1929 following types of changes to the previous version of Licensed Software:
1930 - New platform support;
1931 - New toolchain support;
1932 - New features and Qt modules;
1933
1934 6 WARRANTY DISCLAIMER
1935
1936 The Qt Company makes no warranties that the Support provided will be successful
1937 in resolving any difficulties or problems or in diagnosing faults reported by
1938 Licensee. Support is provided to Licensee on an "as is" basis. To the maximum
1939 extent permitted by applicable law, The Qt Company disclaims all warranties and
1940 conditions, either express or implied, including, but not limited to, implied
1941 warranties of merchantability and fitness for a particular purpose for the
1942 Support provided by The Qt Company to Licensee.
1943
1944 APPENDIX 10: CONVERSION TO SUBSCRIPTION
1945
1946 Subject to the terms of this Appendix Licensee's current development licenses
1947 ("Current Licenses") for commercial version of Qt Software and the license
1948 agreements governing such Current Licenses ("Existing Agreements") are being
1949 replaced by this Agreement and subscription based Development Licenses
1950 governed hereunder, as further specified below.
1951
1952 +---------------------------------------------------------------------------+
1953 | Existing Agreement(s) | <Trolltech, Nokia, Digia, The Qt Company> and |
1954 | signing parties, version | <Licensee> <Version of the Agreement, e.g. 2,0,|
1955 | and date of signatures | 3.2 or 4.1> <Date of the agreement signatures> |
1956 | thereof | |
1957 +---------------------------------------------------------------------------+
1958
1959 Parties hereby agree on conversion of Current Licenses listed in attached
1960 Exhibit A to the subscription licenses listed in attached Exhibit B for use
1961 through License Term. As of the date hereof,
1962
1963 i. Licensee's Current Licenses as listed in Exhibit A shall terminate and be
1964 replaced with the Subscription licenses listed in Exhibit B and;
1965 ii. Existing Agreements are terminated.
1966
1967 Prices for the conversion of Current Licenses are defined in Appendix 2
1968 Pricing or Quote.
1969
1970 Notwithstanding anything in this Appendix to the contrary, and in addition to
1971 any payments due pursuant to this Appendix, Licensee remains fully obligated to
1972 fulfill any and all outstanding payment obligations to The Qt Company under any
1973 applicable Existing Agreements. For the avoidance of doubt, if any payments
1974 remain outstanding on the Current Licenses under the applicable terms Licensee
1975 will continue to make such payments in accordance with the applicable order
1976 documentation, notwithstanding the fact that the Current Licenses are being
1977 converted to Development Licenses pursuant to this Appendix.