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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.