| QT LICENSE AGREEMENT |
| Agreement version 4.2.3 |
| |
| This Qt License Agreement ("Agreement") is a legal agreement for the licensing |
| of Licensed Software (as defined below) between The Qt Company (as defined |
| below) and the Licensee who has accepted the terms of this Agreement by |
| downloading or using the Licensed Software and/or as defined herein: |
| |
| Capitalized terms used herein are defined in Section 1. |
| |
| WHEREAS: |
| (A) Licensee wishes to use the Licensed Software for the purpose of |
| developing and distributing Applications and/or Devices (each as |
| defined below); and |
| (B) The Qt Company is willing to grant the Licensee a right to use |
| Licensed Software for such a purpose pursuant to term and conditions |
| of this Agreement. |
| |
| NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS: |
| |
| 1. DEFINITIONS |
| |
| "Affiliate" of a Party shall mean an entity (i) which is directly |
| or indirectly controlling such Party; (ii) which is under the same direct or |
| indirect ownership or control as such Party; or (iii) which is directly or |
| indirectly owned or controlled by such Party. For these purposes, an entity |
| shall be treated as being controlled by another if that other entity has fifty |
| percent (50 %) or more of the votes in such entity, is able to direct its |
| affairs and/or to control the composition of its board of directors or |
| equivalent body. |
| |
| "Add-on Products" shall mean The Qt Company's specific add-on software products |
| (for example Qt Safe Renderer, Qt for Automation, Qt Application Manager), which |
| are not licensed as part of The Qt Company's standard offering, but shall be |
| included into the scope of Licensed Software only if so specifically agreed |
| between the Parties. |
| |
| "Applications" shall mean Licensee's software products created using the |
| Licensed Software, which may include the Redistributables, or part thereof. |
| |
| "Contractor(s)" shall mean third party consultants, distributors and contractors |
| performing services to the Licensee under applicable contractual arrangement. |
| |
| "Customer(s)" shall mean Licensee's end users to whom Licensee, directly or |
| indirectly, distributes copies of the Redistributables. |
| |
| "Data Protection Legislation" shall mean the General Data Protection Regulation |
| (EU 2016/679) (GDPR) and any national implementing laws, regulations and |
| secondary legislation, as may be amended or updated from time to time, as well |
| as any other data protection laws or regulations applicable in relevant |
| territory. |
| |
| "Deployment Platforms" shall mean operating systems and/or hardware specified |
| in the License Certificate, on which the Redistributables can be distributed |
| pursuant to the terms and conditions of this Agreement. |
| |
| "Designated User(s)" shall mean the employee(s) of Licensee or Licensee's |
| Affiliates acting within the scope of their employment or Licensee's Contractors |
| acting within the scope of their services for Licensee and on behalf of |
| Licensee. Designated Users shall be named in the License Certificate. |
| |
| "Development License" shall mean the license needed by the Licensee for each |
| Designated User to use the Licensed Software under the license grant described |
| in Section 3.1 of this Agreement. Development Licenses are available per |
| respective Licensed Software products, each product having its designated scope |
| and purpose of use. Distribution Licenses are always connected to Qt for Device |
| Creation product and Qt for MCUs product only. |
| |
| "Development Platforms" shall mean those operating systems specified in the |
| License Certificate, in which the Licensed Software can be used under the |
| Development License, but not distributed in any form or used for any other purpose. |
| |
| "Devices" shall mean hardware devices or products that 1) are manufactured |
| and/or distributed by the Licensee or its Affiliates or Contractors, and (2)(i) |
| incorporate or integrate the Redistributables or parts thereof; or (ii) where |
| the main user interface or substantial functionality of such unit , when used by |
| a Customer, is provided by Application(s) or otherwise depends on the Licensed |
| Software, regardless of whether the Redistributables are distributed together |
| with the hardware or not. Devices covered with this Agreement shall be specified |
| in Appendix 2 or in a quote. |
| |
| "Distribution License(s)" shall mean the license required for any kind of sale, |
| trade, exchange, loan, lease, rental or other distribution by or on behalf of |
| Licensee to a third party of Redistributables in connection with Devices |
| ursuant to license grant described in Section 3.3 of this Agreement. |
| |
| "Distribution License Packs" shall mean set of prepaid Distribution Licenses for |
| distribution of Redistributables, as defined in The Qt Company's standard price |
| list, quote, Purchase Order confirmation or in an appendix hereto, as the case |
| may be. |
| |
| "Intellectual Property Rights" shall mean patents (including utility models), |
| design patents, and designs (whether or not capable of registration), chip |
| topography rights and other like protection, copyrights, trademarks, service |
| marks, trade names, logos or other words or symbols and any other form of |
| statutory protection of any kind and applications for any of the foregoing as |
| well as any trade secrets. |
| |
| "License Certificate" shall mean a certificate generated by The Qt Company for |
| each Designated User respectively upon them downloading the Licensed Software, |
| which will be available under respective Designated User's Qt Account at |
| account.qt.io. License Certificates will specify the Designated User, the |
| Development Platforms, Deployment Platforms and the License Term. Such terms are |
| considered part of the licenses granted hereunder and shall be updated from time |
| to time to reflect any agreed changes to the foregoing terms relating to |
| Designated User's rights to the Licensed Software. |
| |
| "License Fee" shall mean the fee charged to the Licensee for rights granted |
| under the terms of this Agreement. |
| |
| "License Term" shall mean the agreed validity period of the Development License |
| of the respective Designated User, during which time the Designated User is |
| entitled to use the Licensed Software, as set forth in the respective License |
| Certificate. |
| |
| "Licensed Software" shall mean either |
| (i) Qt for Application Development or |
| (ii) Qt for Device Creation, and/or |
| (iii) Qt 3D Studio, and/or |
| (iv) Qt Design Studio, and/or |
| (v) Qt for MCUs, and/or |
| (vi) selected Add-on Products, if any, |
| |
| depending on which product(s) the Licensee has purchased under this Agreement, |
| as well as corresponding online or electronic documentation, associated media |
| and printed materials, including the source code (where applicable), example |
| programs and the documentation, licensed to the Licensee under this Agreement. |
| Licensed Software does not include Third Party Software (as defined in |
| Section 4) or Open Source Qt. The Qt Company may, in the course of its |
| development activities, at its free and absolute discretion and without any |
| obligation to send or publish any notifications to the Licensee or in general, |
| make changes, additions or deletions in the components and functionalities of |
| the Licensed Software, provided that no such changes, additions or deletions |
| will affect the already released version of the Licensed Software, but only |
| upcoming version(s). |
| |
| "Licensee" shall mean the individual or legal entity that is party to this |
| Agreement, as identified on the signature page hereof. |
| |
| "Licensee's Records" shall mean books and records that are likely to contain |
| information bearing on Licensee's compliance with this Agreement, Licensee's use |
| of Open Source Qt and/or the payments due to The Qt Company under this |
| Agreement, including, but not limited to user information, assembly logs, sales |
| records and distribution records. |
| |
| "Modified Software" shall have the meaning as set forth in Section 2.3. |
| |
| "Online Services" shall mean any services or access to systems made available by |
| The Qt Company to the Licensee over the Internet relating to the Licensed |
| Software or for the purpose of use by the Licensee of the Licensed Software or |
| Support. Use of any such Online Services is discretionary for the Licensee and |
| some of them may be subject to additional fees. |
| |
| "Open Source Qt" shall mean the non-commercial Qt computer software products, |
| licensed under the terms of the GNU Lesser General Public License, version 2.1 |
| or later ("LGPL") or the GNU General Public License, version 2.0 or later |
| ("GPL"). For clarity, Open Source Qt shall not be provided nor governed under |
| this Agreement. |
| |
| "Party" or "Parties" shall mean Licensee and/or The Qt Company. |
| |
| "Permitted Software" shall mean any (i) open source software (excluding Open |
| Source Qt) that is a) generally available for public in source code form |
| without additional cost under any of the licenses approved by Open Source |
| Initiative as listed on https://opensource.org/licenses; and (b) is in no |
| way, directly or indirectly, developed by or for or otherwise related to or |
| in the interest of the Licensee or its Affiliates, or (ii) software The Qt |
| Company has made available via its Qt Marketplace online distribution |
| channel. |
| |
| "Pre-Release Code" shall have the meaning as set forth in Section 4. |
| |
| "Prohibited Combination" shall mean any means to (i) use, combine, incorporate, |
| link or integrate Licensed Software with any software created with or |
| incorporating Open Source Qt, (ii) use Licensed Software for creation of any |
| software created with or incorporating Open Source Qt, or (iii) incorporate or |
| integrate Applications into a hardware device or product other than a Device. |
| |
| "Qt 3D Studio" shall mean The Qt Company's productized offering, which consist |
| of all versions of modules and tools as set forth in Appendix 1. |
| |
| "Qt Design Studio" shall mean The Qt Company's productized offering, which |
| consist of all versions of modules and tools as set forth in Appendix 1. |
| |
| "Qt for Application Development" shall mean The Qt Company's productized |
| offering, which consist of all versions of modules and tools as set forth in |
| Appendix 1. |
| |
| "Qt for Device Creation" shall mean The Qt Company's productized offering, |
| which consist of all versions of modules and tools as set forth in Appendix 1. |
| |
| "Qt for MCUs" shall mean The Qt Company's productized offering, which consist |
| of all versions of modules and tools as set forth in Appendix 1. |
| |
| "Redistributables" shall mean the portions of the Licensed Software set forth |
| in Appendix 1 that may be distributed pursuant to the terms of this Agreement |
| in object code form only, including any relevant documentation. Where |
| relevant, any reference to Licensed Software in this Agreement shall include |
| and refer also to Redistributables. |
| |
| "Renewal Term" shall mean an extension of previous License Term as agreed |
| between the Parties. |
| |
| "Submitted Modified Software" shall have the meaning as set forth in Section |
| 2.3. |
| |
| "Support" shall mean standard developer support that is provided by The Qt |
| Company to assist Designated Users in using the Licensed Software in accordance |
| with The Qt Company's standard support terms available at |
| https://www.qt.io/terms-conditions/ and as further defined in Section 8 |
| hereunder. |
| |
| "Taxes" shall have the meaning set forth in Section 10.5. |
| |
| "Term" shall have the meaning set forth in Section 12. |
| |
| "The Qt Company" shall mean: |
| (i) in the event Licensee is an individual residing in the United States |
| or a legal entity incorporated in the United States or having its |
| headquarters in the United States, The Qt Company Inc., a |
| Delaware corporation with its office at 2350 Mission College Blvd., |
| Suite 1020, Santa Clara, CA 95054, USA.; or |
| (ii) in the event the Licensee is an individual residing outside of the |
| United States or a legal entity incorporated outside of the United |
| States or having its registered office outside of the United States, |
| The Qt Company Ltd., a Finnish company with its registered office |
| at Bertel Jungin aukio D3A, 02600 Espoo, Finland. |
| |
| "Third-Party Software" shall have the meaning set forth in Section 4. |
| |
| "Updates" shall mean a release or version of the Licensed Software containing |
| bug fixes, error corrections and other changes that are generally made available |
| to users of the Licensed Software that have contracted for Support. Updates are |
| generally depicted as a change to the digits following the decimal in the |
| Licensed Software version number. The Qt Company shall make Updates available to |
| the Licensee under the Support. Updates shall be considered as part of the |
| Licensed Software hereunder. |
| |
| "Upgrades" shall mean a release or version of the Licensed Software containing |
| enhancements and new features and are generally depicted as a change to the |
| first digit of the Licensed Software version number. In the event Upgrades are |
| provided to the Licensee under this Agreement, they shall be considered as part |
| of the Licensed Software hereunder. |
| |
| 2. OWNERSHIP |
| |
| 2.1. Ownership of The Qt Company |
| The Licensed Software is protected by copyright laws and international copyright |
| treaties, as well as other intellectual property laws and treaties. The Licensed |
| Software is licensed, not sold. |
| |
| All of The Qt Company's Intellectual Property Rights are and shall remain the |
| exclusive property of The Qt Company or its licensors respectively. |
| |
| 2.2. Ownership of Licensee |
| All the Licensee's Intellectual Property Rights are and shall remain the |
| exclusive property of the Licensee or its licensors respectively. |
| |
| All Intellectual Property Rights to the Modified Software, Applications and Devices |
| shall remain with the Licensee and no rights thereto shall be granted by the |
| Licensee to The Qt Company under this Agreement (except as set forth in Section |
| 2.3 below). |
| |
| 2.3. Modified Software |
| Licensee may create bug-fixes, error corrections, patches or modifications to |
| the Licensed Software ("Modified Software"). Such Modified Software may break |
| the source or binary compatibility with the Licensed Software (including without |
| limitation through changing the application programming interfaces ("API") or by |
| adding, changing or deleting any variable, method, or class signature in the |
| Licensed Software and/or any inter-process protocols, services or standards in |
| the Licensed Software libraries). To the extent that Licensee's Modified |
| Software so breaks source or binary compatibility with the Licensed Software, |
| Licensee acknowledges that The Qt Company's ability to provide Support may be |
| prevented or limited and Licensee's ability to make use of Updates may be restricted. |
| |
| Licensee may, at its sole and absolute discretion, choose to submit Modified |
| Software to The Qt Company ("Submitted Modified Software") in connection with |
| Licensee's Support request, service request or otherwise. In the event Licensee |
| does so, then, Licensee hereby grants The Qt Company a sublicensable, |
| assignable, irrevocable, perpetual, worldwide, non-exclusive, royalty-free and |
| fully paid-up license, under all of Licensee's Intellectual Property Rights, to |
| reproduce, adapt, translate, modify, and prepare derivative works of, publicly |
| display, publicly perform, sublicense, make available and distribute such |
| Submitted Modified Software as The Qt Company sees fit at its free and absolute |
| discretion. |
| |
| 3. LICENSES GRANTED |
| |
| 3.1. Development with Licensed Software |
| Subject to the terms of this Agreement, The Qt Company grants to Licensee a |
| worldwide, non-exclusive, non-transferable license, valid for the License Term, |
| to use, modify and copy the Licensed Software by Designated Users on the |
| Development Platforms for the sole purposes of designing, developing, |
| demonstrating and testing Application(s) and/or Devices, and to provide thereto |
| related support and other related services to end-user Customers. Each |
| Application and/or Device can only include, incorporate or integrate code |
| generated under this Agreement by such Designated Users who are duly licensed |
| for the applicable Development Platform(s) and Deployment Platform(s) (i.e have |
| a valid license for the appropriate Licensed Software product). |
| |
| Licensee may install copies of the Licensed Software on five (5) computers per |
| Designated User, provided that only the Designated Users who have a valid |
| Development License may use the Licensed Software. |
| |
| Licensee may at any time designate another Designated User to replace a |
| then-current Designated User by notifying The Qt Company in writing, provided |
| that any Designated User may be replaced only once during any six-month period. |
| |
| Upon expiry of the initially agreed License Term, the respective License Terms |
| shall be automatically extended to one or more Renewal Term(s), unless and |
| until either Party notifies the other Party in writing that it does not wish |
| to continue the License Term, such notification to be provided to the other |
| Party no less than thirty (30) days before expiry of the respective License |
| Term. |
| |
| Unless otherwise agreed between the Parties, Renewal Term shall be of equal |
| length with the initial License Term. |
| |
| Any such Renewal Term shall be subject to License Fees agreed between the |
| Parties or, if no advance agreement exists, subject to The Qt Company's standard |
| pricing applicable at the commencement date of any such Renewal Term. |
| |
| Any price or other term specified for a Renewal Term shall be valid only for the |
| specified time. |
| |
| The Qt Company may request the Licensee to place a purchase order corresponding |
| to a quote by The Qt Company for the relevant Renewal Term. |
| |
| In the event Licensee does not prevent auto-renewal pursuant the above, but a |
| Renewal Term is nevertheless not duly ordered within 30 days from the date of |
| the respective notification from The Qt Company and/or the respective License |
| Fee paid by due date specified in The Qt Company's respective invoice, The Qt |
| Company shall apply a reinstatement fee equal to ten percent (10 %) of the |
| total value of the License Fees of the Development Licenses for the expired |
| term to be added to the License Fee of the respective Renewal Term. |
| |
| In the event Licensee chooses not to renew a Development License for a Renewal |
| Term by notifying The Qt Company thereof no less than thirty (30) days before |
| expiry of the respective License Term, Licensee may still reinstate such |
| expired Development Licenses for a Renewal Term subject to applicable renewal |
| Term License Fees until thirty (30) days from the expiry of the initially |
| agreed License Term or preceding Renewal Term. After such thirty (30) day |
| period a Development License shall be subject to applicable License Fees for |
| a new Development License and not any Renewal Term License Fees. |
| |
| 3.2. Distribution of Applications |
| Subject to the terms of this Agreement, The Qt Company grants to Licensee |
| a worldwide, non-exclusive, non-transferable, revocable (for cause pursuant to |
| this Agreement) right and license, valid for the Term, to |
| (i) distribute, by itself or through its Contractors, Redistributables as |
| installed, incorporated or integrated into Applications for execution |
| on the Deployment Platforms, and |
| (ii) grant sublicenses to Redistributables, as distributed hereunder, for |
| Customers solely for Customer's internal use and to the extent |
| necessary in order for the Customers to use the Applications for their |
| respective intended purposes. |
| |
| Right to distribute the Redistributables as part of an Application as provided |
| herein is not royalty-bearing but is conditional upon the Licensee not having |
| any unpaid License Fees for Development Licenses owed to The Qt Company at the |
| time of distribution of any Redistributables to Customers. |
| |
| 3.3. Distribution of Devices |
| Subject to the terms of this Agreement, The Qt Company grants to Licensee a |
| worldwide, non-exclusive, non-transferable, revocable (for cause pursuant to |
| this Agreement) right and license, valid for the Term, to |
| (i) distribute, by itself or through one or more tiers of Contractors, |
| Redistributables as installed, incorporated or integrated, or intended |
| to be installed, incorporated or integrated into Devices for execution |
| on the Deployment Platforms, and |
| (ii) grant sublicenses to Redistributables, as distributed hereunder, for |
| Customers solely for Customer's internal use and to the extent |
| necessary in order for the Customers to use the Devices for their |
| respective intended purposes. |
| |
| Right to distribute the Redistributables with Devices as provided herein is |
| conditional upon the Licensee (i) not having any unpaid License Fees for |
| Development Licenses owed to The Qt Company, and (ii) having purchased and paid |
| corresponding Distribution Licenses at the time of distribution of any |
| Redistributables to Customers. |
| |
| 3.4. Further Requirements |
| The licenses granted above in this Section 3 by The Qt Company to Licensee are |
| conditional and subject to Licensee's compliance with the following terms: |
| (i) Licensee shall not remove or alter any copyright, trademark or other |
| proprietary rights notice(s) contained in any portion of the Licensed |
| Software; |
| (ii) Applications must add primary and substantial functionality to the |
| Licensed Software so as not to compete with the Licensed Software; |
| (iii) Applications may not pass on functionality which in any way makes it |
| possible for others to create software with the Licensed Software; |
| provided however that Licensee may use the Licensed Software's |
| scripting and QML ("Qt Quick") functionality solely in order to |
| enable scripting, themes and styles that augment the functionality |
| and appearance of the Application(s) without adding primary and |
| substantial functionality to the Application(s); |
| (iv) Licensee shall not use Licensed Software in any manner or for any |
| purpose that infringes, misappropriates or otherwise violates any |
| Intellectual property or right of any third party, or that violates |
| any applicable law; |
| (v) Licensee shall not use The Qt Company's or any of its suppliers' |
| names, logos, or trademarks to market Applications, except that |
| Licensee may use "Built with Qt" logo to indicate that |
| Application(s) was developed using the Licensed Software; |
| (vi) Licensee shall not distribute, sublicense or disclose source code |
| of Licensed Software to any third party (provided however that |
| Licensee may appoint employee(s) of Contractors as Designated |
| Users to use Licensed Software pursuant to this Agreement). Such |
| right may be available for the Licensee subject to a separate |
| software development kit ("SDK") license agreement to be concluded |
| with The Qt Company; |
| (vii) Licensee shall not grant the Customers a right to (i) make copies of |
| the Redistributables except when and to the extent required to use the |
| Applications and/or Devices for their intended purpose, (ii) modify |
| the Redistributables or create derivative works thereof, (iii) |
| decompile, disassemble or otherwise reverse engineer Redistributables, |
| or (iv) redistribute any copy or portion of the Redistributables to |
| any third party, except as part of the onward sale of the Device on |
| which the Redistributables are installed; |
| (viii) Licensee shall not and shall cause that its Affiliates or |
| Contractors shall not use Licensed Software in any Prohibited |
| Combination, unless Licensee has received an advance written |
| permission from The Qt Company to do so. Absent such written |
| permission, any and all distribution by the Licensee during the Term |
| of a hardware device or product a) which incorporate or integrate any |
| part of Licensed Software or Open Source Qt; or b) where the main |
| user interface or substantial functionality is provided by software |
| built with Licensed Software or Open Source Qt or otherwise depends |
| on the Licensed Software or Open Source Qt, shall be considered to be |
| Device distribution under this Agreement and shall be dependent on |
| Licensee's compliance thereof (including but not limited to |
| obligation to pay applicable License Fees for such distribution). |
| Notwithstanding what is provided above in this sub-section (viii), |
| Licensee is entitled to use and combine Licensed Software with any |
| Permitted Software; |
| (ix) Licensee shall cause all of its Affiliates and Contractors entitled |
| to make use of the licenses granted under this Agreement, to be |
| contractually bound to comply with the relevant terms of this |
| Agreement and not to use the Licensed Software beyond the terms |
| hereof and for any purposes other than operating within the scope |
| of their services for Licensee. Licensee shall be responsible for |
| any and all actions and omissions of its Affiliates and Contractors |
| relating to the Licensed Software and use thereof (including but not |
| limited to payment of all applicable License Fees); |
| (x) Except when and to the extent explicitly provided in this Section 3, |
| Licensee shall not transfer, publish, disclose, display or otherwise |
| make available the Licensed Software; and |
| (xi) Licensee shall not attempt or enlist a third party to conduct or |
| attempt to conduct any of the above. |
| |
| Above terms shall not be applicable if and to the extent they conflict with any |
| mandatory provisions of any applicable laws. |
| Any use of Licensed Software beyond the provisions of this Agreement is |
| strictly prohibited and requires an additional license from The Qt Company. |
| |
| 4. THIRD-PARTY SOFTWARE |
| |
| The Licensed Software may provide links to third party libraries or code |
| (collectively "Third-Party Software") to implement various functions. |
| Third-Party Software does not comprise part of the Licensed Software. In some |
| cases, access to Third-Party Software may be included with the Licensed |
| Software. Such Third-Party Software will be listed in the ".../src/3rdparty" |
| source tree delivered with the Licensed Software or documented in the Licensed |
| Software, as such may be amended from time to time. Licensee acknowledges that |
| use or distribution of Third-Party Software is in all respects subject to |
| applicable license terms of applicable third-party right holders. |
| |
| 5. PRE-RELEASE CODE |
| |
| The Licensed Software may contain pre-release code and functionality, or sample |
| code marked or otherwise stated with appropriate designation such as "Technology |
| Preview", "Alpha", "Beta", "Sample" etc. ("Pre-Release Code"). |
| |
| Such Pre-Release Code may be present complimentary for the Licensee, in order to |
| provide experimental support or information for new platforms or preliminary |
| versions of one or more new functionalities or for other similar reasons. The |
| Pre-Release Code may not be at the level of performance and compatibility of a |
| final, generally available, product offering. The Pre-Release Code may not |
| operate correctly, may contain errors and may be substantially modified by The |
| Qt Company prior to the first commercial product release, if any. The Qt |
| Company is under no obligation to make Pre-Release Code commercially available, |
| or provide any Support or Updates relating thereto. The Qt Company assumes no |
| liability whatsoever regarding any Pre-Release Code, but any use thereof is |
| exclusively at Licensee's own risk and expense. |
| |
| For clarity, unless Licensed Software specifies different license terms for |
| the respective Pre-Release Code, the Licensee is entitled to use such |
| pre-release code pursuant to Section 3, just like other Licensed Software, |
| provided however that in the event Add-on Products are included and available |
| as such Pre-Release Code, Licensee's right to use such Add-on Products is |
| nevertheless subject to and conditional upon conclusion of separate agreement |
| with The Qt Company. |
| |
| 6. LIMITED WARRANTY AND WARRANTY DISCLAIMER |
| |
| The Qt Company hereby represents and warrants that it has the power and |
| authority to grant the rights and licenses granted to Licensee under this |
| Agreement. |
| |
| Except as set forth above, the Licensed Software is licensed to Licensee |
| "as is" and Licensee's exclusive remedy and The Qt Company's entire liability |
| for errors in the Licensed Software shall be limited, at The Qt Company's |
| option, to correction of the error, replacement of the Licensed Software or |
| return of the applicable fees paid for the defective Licensed Software for |
| the time period during which the License is not able to utilize the Licensed |
| Software under the terms of this Agreement. |
| |
| TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE QT COMPANY ON BEHALF OF |
| ITSELF AND ITS LICENSORS, SUPPLIERS AND AFFILIATES, DISCLAIMS ALL OTHER |
| WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED |
| WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND |
| NON-INFRINGEMENT WITH REGARD TO THE LICENSED SOFTWARE. THE QT COMPANY DOES |
| NOT WARRANT THAT THE LICENSED SOFTWARE WILL SATISFY LICENSEE'S REQUIREMENTS OR |
| THAT IT WILL OPERATE WITHOUT DEFECT OR ERROR OR THAT THE OPERATION THEREOF |
| WILL BE UNINTERRUPTED. |
| |
| 7. INDEMNIFICATION AND LIMITATION OF LIABILITY |
| |
| 7.1. Limitation of Liability |
| EXCEPT FOR (I) CASES OF GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, AND (II) |
| BREACH OF CONFIDENTIALITY, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO |
| EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOSS OF PROFIT, |
| LOSS OF DATA, LOSS OF BUSINESS OR GOODWILL OR ANY OTHER INDIRECT, SPECIAL, |
| CONSEQUENTIAL, INCIDENTAL OR PUNITIVE COST, DAMAGES OR EXPENSE OF ANY KIND, |
| HOWSOEVER ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT. |
| |
| EXCEPT FOR (I) CASES OF GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, AND (II) |
| BREACH OF CONFIDENTIALITY, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO |
| EVENT SHALL EITHER PARTY'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED |
| THE AGGREGATE LICENSE FEES PAID OR PAYABLE TO THE QT COMPANY FROM LICENSEE |
| DURING THE PERIOD OF TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT |
| RESULTING IN SUCH LIABILITY. |
| |
| THE PROVISIONS OF THIS SECTION 7 ALLOCATE THE RISKS UNDER THIS AGREEMENT |
| BETWEEN THE QT COMPANY AND LICENSEE AND THE PARTIES HAVE RELIED UPON THE |
| LIMITATIONS SET FORTH HEREIN IN DETERMINING WHETHER TO ENTER INTO THIS |
| AGREEMENT. |
| |
| NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, LICENSEE SHALL |
| ALWAYS BE LIABLE TO PAY THE APPLICABLE LICENSE FEES CORRESPONDING TO ITS ACTUAL |
| USE OF LICENSED SOFTWARE. |
| |
| 8. SUPPORT, UPDATES AND ONLINE SERVICES |
| |
| Upon due payment of the agreed License Fees the Licensee will be eligible to |
| receive Support and Updates and to use the Online Services during the License |
| Term, provided, however, that in the event the License Term is longer than 36 |
| months, the initial payment includes Support for only the first 12 months, |
| unless the Parties specifically otherwise agree. |
| |
| Unless otherwise decided by The Company at its free and absolute discretion, |
| Upgrades will not be included in the Support but may be available subject to |
| additional fees. |
| |
| From time to time The Qt Company may change the Support terms, provided that |
| during the respective ongoing License Term the level of Support provided by The |
| Qt Company may not be reduced without the consent of the Licensee. |
| |
| Unless otherwise agreed, The Qt Company shall not be responsible for providing |
| any service or support to Customers. |
| |
| 9. CONFIDENTIALITY |
| |
| Each Party acknowledges that during the Term of this Agreement each Party may |
| receive information about the other Party's business, business methods, |
| business plans, customers, business relations, technology, and other |
| information, including the terms of this Agreement, that is confidential and |
| of great value to the other Party, and the value of which would be |
| significantly reduced if disclosed to third parties ("Confidential |
| Information"). Accordingly, when a Party (the "Receiving Party") receives |
| Confidential Information from the other Party (the "Disclosing Party"), the |
| Receiving Party shall only disclose such information to employees and |
| Contractors on a need to know basis, and shall cause its employees and |
| employees of its Affiliates to: (i) maintain any and all Confidential |
| Information in confidence; (ii) not disclose the Confidential Information to |
| a third party without the Disclosing Party's prior written approval; and (iii) |
| not, directly or indirectly, use the Confidential Information for any purpose |
| other than for exercising its rights and fulfilling its responsibilities |
| pursuant to this Agreement. Each Party shall take reasonable measures to |
| protect the Confidential Information of the other Party, which measures shall |
| not be less than the measures taken by such Party to protect its own |
| confidential and proprietary information. |
| |
| Obligation of confidentiality shall not apply to information that (i) is or |
| becomes generally known to the public through no act or omission of the |
| Receiving Party; (ii) was in the Receiving Party's lawful possession prior |
| to the disclosure hereunder and was not subject to limitations on disclosure |
| or use; (iii) is developed independently by employees or Contractors of the |
| Receiving Party or other persons working for the Receiving Party who have not |
| had access to the Confidential Information of the Disclosing Party, as proven |
| by the written records of the Receiving Party; (iv) is lawfully disclosed to |
| the Receiving Party without restrictions, by a third party not under an |
| obligation of confidentiality; or (v) the Receiving Party is legally compelled |
| to disclose, in which case the Receiving Party shall notify the Disclosing |
| Party of such compelled disclosure and assert the privileged and confidential |
| nature of the information and cooperate fully with the Disclosing Party to |
| limit the scope of disclosure and the dissemination of disclosed Confidential |
| Information to the minimum extent necessary. |
| |
| The obligations under this Section 9 shall continue to remain in force for a |
| period of five (5) years after the last disclosure, and, with respect to trade |
| secrets, for so long as such trade secrets are protected under applicable |
| trade secret laws. |
| |
| 10. FEES, DELIVERY AND PAYMENT |
| |
| 10.1. License Fees |
| License Fees are described in The Qt Company's standard price list, quote or |
| Purchase Order confirmation or in an appendix hereto, as the case may be. |
| |
| The License Fees shall not be refunded or claimed as a credit in any event or |
| for any reason whatsoever. |
| |
| 10.2. Ordering Licenses |
| Licensee may purchase Development Licenses and Distribution Licenses pursuant |
| to agreed pricing terms or, if no specific pricing terms have been agreed |
| upon, at The Qt Company's standard pricing terms applicable at the time of |
| purchase. Unless specifically otherwise provided, any pricing terms |
| referenced in this Agreement shall be valid for twelve (12) months from the |
| date of this Agreement. |
| |
| Licensee shall submit all purchase orders for Development Licenses and |
| Distribution Licenses to The Qt Company by email or any other method |
| acceptable to The Qt Company (each such order is referred to herein as a |
| "Purchase Order") for confirmation, whereupon the Purchase Order shall |
| become binding between the Parties. |
| |
| 10.3. Distribution License Packs |
| Unless otherwise agreed, Distribution Licenses shall be purchased by way of |
| Distribution License Packs. |
| |
| Upon due payment of the ordered Distribution License Pack(s), the Licensee |
| will have an account of Distribution Licenses available for distributing |
| the Redistributables in accordance with this Agreement. |
| |
| Each time Licensee distributes a copy of Redistributables, then one |
| Distribution License is used, and Licensee's account of available |
| Distribution Licenses is decreased accordingly. |
| |
| Licensee may distribute copies of the Redistributables so long as Licensee |
| has Distribution Licenses remaining on its account. |
| |
| 10.4. Payment Terms |
| License Fees and any other charges under this Agreement shall be paid by |
| Licensee no later than thirty (30) days from the date of the applicable |
| invoice from The Qt Company. |
| |
| The Qt Company will submit an invoice to Licensee after the date of this |
| Agreement and/or after The Qt Company receives a Purchase Order from Licensee. |
| |
| A late payment charge of the lower of (a) one percent per month; or (b) the |
| interest rate stipulated by applicable law, shall be charged on any unpaid |
| balances that remain past due. |
| |
| 10.5. Taxes |
| All License Fees and other charges payable hereunder are gross amounts but |
| exclusive of any value added tax, use tax, sales tax, withholding tax and |
| other taxes, duties or tariffs ("Taxes") levied directly for the sale, |
| delivery or use of Licensed Software hereunder pursuant to any applicable |
| law. Such applicable Taxes shall be paid by Licensee to The Qt Company, or, |
| where applicable, in lieu of payment of such Taxes to The Qt Company, |
| Licensee shall provide an exemption certificate to The Qt Company and any |
| applicable authority. |
| |
| 11. RECORD-KEEPING AND REPORTING OBLIGATIONS; AUDIT RIGHTS |
| |
| 11.1. Licensee's Record-keeping |
| Licensee shall at all times during the Term of this Agreement and for a |
| period of seven (7) years thereafter maintain Licensee's Records in an |
| accurate and up-to-date form. Licensee's Records shall be adequate to |
| reasonably enable The Qt Company to determine Licensee's compliance with |
| the provisions of this Agreement. The records shall conform to general |
| good accounting practices. |
| |
| Licensee shall, within thirty (30) days from receiving The Qt Company's |
| request to that effect, deliver to The Qt Company a report based on |
| Licensee's Records, such report to contain information, in sufficient |
| detail, on (i) number and identity of users working with Licensed Software |
| or Open Source Qt, (ii) copies of Redistributables distributed by Licensee |
| during the most recent calendar quarter and/or any other term specified by |
| The Qt Company, (iii) number of undistributed copies of Redistributables |
| and corresponding number of unused Distribution Licenses remaining on |
| Licensee's account, and (iv) any other information as The Qt Company may |
| reasonably require from time to time. |
| |
| 11.2. The Qt Company's Audit Rights |
| The Qt Company or an independent auditor acting on behalf of The Qt |
| Company's, may, upon at least five (5) business days' prior written |
| notice and at its expense, audit Licensee with respect to the Licensee's |
| use of the Licensed Software, but not more frequently than once during |
| each 6-month period. Such audit may be conducted by mail, electronic means |
| or through an in-person visit to Licensee's place of business. Any such |
| in-person audit shall be conducted during regular business hours at |
| Licensee's facilities and shall not unreasonably interfere with Licensee's |
| usiness activities. The Qt Company or the independent auditor acting on |
| behalf of The Qt Company shall be entitled to inspect Licensee's Records |
| and conduct necessary interviews of Licensee's relevant employees and |
| Contractors. All such Licensee's Records and use thereof shall be subject |
| to an obligation of confidentiality under this Agreement. |
| |
| If an audit reveals that Licensee is using the Licensed Software beyond |
| scope of the licenses Licensee has paid for, Licensee agrees to pay The Qt |
| Company any amounts owed for such unauthorized use within 30 days from |
| receipt of the corresponding invoice from The Qt Company. |
| |
| In addition, in the event the audit reveals a material violation of the |
| terms of this Agreement (without limitation, either (i) underpayment of |
| more than 10 % of License Fees or 10,000 euros (whichever is more) or |
| (ii) distribution of products, which include or result from Prohibited |
| Combination, shall be deemed a material violation for purposes of this |
| section), then the Licensee shall pay The Qt Company's reasonable cost of |
| conducting such audit. |
| |
| 12. TERM AND TERMINATION |
| 12.1. Agreement Term |
| This Agreement shall enter into force upon due acceptance by both |
| Parties and remain in force for as long as there is any Development |
| License(s) purchased under this Agreement in force ("Term"), unless and |
| until terminated pursuant to the terms of this Section 12. |
| |
| 12.2. Termination and suspension of rights |
| Either Party shall have the right to terminate this Agreement upon thirty |
| (30) days prior written notice if the other Party commits a material |
| breach of any obligation of this Agreement and fails to remedy such breach |
| within such notice period. |
| |
| Instead of termination, The Qt Company shall have the right to suspend or |
| withhold grants of all rights to the Licensed Software hereunder, |
| including but not limited to the Development Licenses, Distribution |
| License, and Support, should Licensee fail to make payment in timely |
| fashion or otherwise violates or is reasonably suspected to violate its |
| obligations or terms of this Agreement, and where such violation or breach |
| is not cured within five (5) business days following The Qt Company's |
| written notice thereof. |
| |
| 12.3. Mutual Right to Terminate |
| Either Party shall have the right to terminate this Agreement immediately |
| upon written notice in the event that the other Party becomes insolvent, |
| files for any form of bankruptcy, makes any assignment for the benefit of |
| creditors, has a receiver, administrative receiver or officer appointed |
| over the whole or a substantial part of its assets, ceases to conduct |
| business, or an act equivalent to any of the above occurs under the laws |
| of the jurisdiction of the other Party. |
| |
| 12.4. Parties' Rights and Duties upon Termination |
| Upon expiry or termination of the Agreement, Licensee shall cease and |
| shall cause all Designated Users (including those of its Affiliates' and |
| Contractors') to cease using the Licensed Software and distribution of the |
| Redistributables under this Agreement. |
| |
| Notwithstanding the above, in the event the Agreement expires or is terminated: |
| (i) as a result of The Qt Company choosing not to renew the Development |
| License(s) as set forth in Section 3.1, then all valid licenses |
| possessed by the Licensee at such date shall be extended to be valid |
| in perpetuity under the terms of this Agreement and Licensee is |
| entitled to purchase additional licenses as set forth in |
| Section 10.2; or |
| (ii) for reason other than by The Qt Company pursuant to item (i) above |
| or pursuant to Section 12.2, then the Licensee is entitled, for a |
| period of six (6) months after the effective date of termination, |
| to continue distribution of Devices under the Distribution Licenses |
| paid but unused at such effective date of termination. |
| |
| Upon any such termination the Licensee shall destroy or return to The Qt |
| Company all copies of the Licensed Software and all related materials and will |
| certify the same to The Qt Company upon its request, provided however that |
| Licensee may retain and exploit such copies of the Licensed Software as it may |
| reasonably require in providing continued support to Customers. |
| |
| Expiry or termination of this Agreement for any reason whatsoever shall not |
| relieve Licensee of its obligation to pay any License Fees accrued or payable |
| to The Qt Company prior to the effective date of termination, and Licensee |
| shall immediately pay to The Qt Company all such fees upon the effective date |
| of termination. Termination of this Agreement shall not affect any rights of |
| Customers to continue use of Applications and Devices (and therein |
| incorporated Redistributables). |
| |
| 12.5. Extension in case of bankruptcy |
| In the event The Qt Company is declared bankrupt under a final, |
| non-cancellable decision by relevant court of law, and this Agreement is not, |
| at the date of expiry of the Development License(s) pursuant to Section 3.1, |
| assigned to party, who has assumed The Qt Company's position as a legitimate |
| licensor of Licensed Software under this Agreement, then all valid licenses |
| possessed by the Licensee at such date of expiry, and which the Licensee has |
| not notified for expiry, shall be extended to be valid in perpetuity under the |
| terms of this Agreement. |
| |
| 13. GOVERNING LAW AND LEGAL VENUE |
| |
| In the event this Agreement is in the name of The Qt Company Inc., a Delaware |
| Corporation, then: |
| (i) this Agreement shall be construed and interpreted in accordance with |
| the laws of the State of California, USA, excluding its choice of |
| law provisions; |
| (ii) the United Nations Convention on Contracts for the International |
| Sale of Goods will not apply to this Agreement; and |
| (iii) any dispute, claim or controversy arising out of or relating to this |
| Agreement or the breach, termination, enforcement, interpretation or |
| validity thereof, including the determination of the scope or |
| applicability of this Agreement to arbitrate, shall be determined by |
| arbitration in San Francisco, USA, before one arbitrator. The |
| arbitration shall be administered by JAMS pursuant to JAMS' |
| Streamlined Arbitration Rules and Procedures. Judgment on the Award |
| may be entered in any court having jurisdiction. This Section shall |
| not preclude parties from seeking provisional remedies in aid of |
| arbitration from a court of appropriate jurisdiction. |
| |
| In the event this Agreement is in the name of The Qt Company Ltd., a Finnish |
| Company, then: |
| (i) this Agreement shall be construed and interpreted in accordance with |
| the laws of Finland, excluding its choice of law provisions; |
| (ii) the United Nations Convention on Contracts for the International |
| Sale of Goods will not apply to this Agreement; and |
| (iii) any disputes, controversy or claim arising out of or relating to |
| this Agreement, or the breach, termination or validity thereof shall |
| be finally settled by arbitration in accordance with the Arbitration |
| Rules of Finland Chamber of Commerce. The arbitration tribunal shall |
| consist of one (1), or if either Party so requires, of three (3), |
| arbitrators. The award shall be final and binding and enforceable in |
| any court of competent jurisdiction. The arbitration shall be held |
| in Helsinki, Finland and the process shall be conducted in the |
| English language. This Section shall not preclude parties from |
| seeking provisional remedies in aid of arbitration from a court of |
| appropriate jurisdiction. |
| |
| 14. GENERAL PROVISIONS |
| |
| 14.1. No Assignment |
| Except in the case of a merger or sale of substantially all of its corporate |
| assets, Licensee shall not be entitled to assign or transfer all or any of |
| its rights, benefits and obligations under this Agreement without the prior |
| written consent of The Qt Company, which shall not be unreasonably withheld |
| or delayed. The Qt Company shall be entitled to freely assign or transfer any |
| of its rights, benefits or obligations under this Agreement. |
| |
| 14.2. No Third-Party Representations |
| Licensee shall make no representations or warranties concerning the Licensed |
| Software on behalf of The Qt Company. Any representation or warranty Licensee |
| makes or purports to make on The Qt Company's behalf shall be void as to The |
| Qt Company. |
| |
| 14.3. Surviving Sections |
| Any terms and conditions that by their nature or otherwise reasonably should |
| survive termination of this Agreement shall so be deemed to survive. Such |
| sections include especially the following: 1, 2, 6, 7, 9, 11, 12.4, 13 and 14. |
| |
| 14.4. Entire Agreement |
| This Agreement, the exhibits hereto, the License Certificate and any |
| applicable Purchase Order accepted by The Qt Company constitute the complete |
| agreement between the Parties and supersedes all prior or contemporaneous |
| discussions, representations, and proposals, written or oral, with respect |
| to the subject matters discussed herein. |
| |
| In the event of any conflict or inconsistency between this Agreement and any |
| Purchase Order, the terms of this Agreement will prevail over the terms of |
| the Purchase Order with respect to such conflict or inconsistency. |
| |
| Parties specifically acknowledge and agree that this Agreement prevails |
| over any click-to-accept or similar agreements the Designated Users may |
| need to accept online upon download of the Licensed Software, as may be |
| required by The Qt Company's applicable processes relating to Licensed |
| Software. |
| |
| 14.5. Modifications |
| No modification of this Agreement shall be effective unless contained in a |
| writing executed by an authorized representative of each Party. No term or |
| condition contained in Licensee's Purchase Order ("Deviating Terms") shall |
| apply unless The Qt Company has expressly agreed such Deviating Terms in |
| writing. Unless and to the extent expressly agreed by The Qt Company, any |
| such Deviating Terms shall be deemed void and with no legal effect. For |
| clarity, delivery of the Licensed Software following the receipt of the |
| Purchase Order including Deviating Terms shall not constitute acceptance of |
| such Deviating Terms." |
| |
| 14.6. Force Majeure |
| Except for the payment obligations hereunder, neither Party shall be liable |
| to the other for any delay or non-performance of its obligations hereunder |
| in the event and to the extent that such delay or non-performance is due to |
| an event of act of God, terrorist attack or other similar unforeseeable |
| catastrophic event that prevents either Party for fulfilling its |
| obligations under this Agreement and which such Party cannot avoid or |
| circumvent ("Force Majeure Event"). If the Force Majeure Event results in |
| a delay or non-performance of a Party for a period of three (3) months or |
| longer, then either Party shall have the right to terminate this Agreement |
| with immediate effect without any liability (except for the obligations of |
| payment arising prior to the event of Force Majeure) towards the other |
| Party. |
| |
| 14.7. Notices |
| Any notice given by one Party to the other shall be deemed properly given |
| and deemed received if specifically acknowledged by the receiving Party in |
| writing or when successfully delivered to the recipient by hand, fax, or |
| special courier during normal business hours on a business day to the |
| addresses specified for each Party on the signature page. Each |
| communication and document made or delivered by one Party to the other |
| Party pursuant to this Agreement shall be in the English language. |
| |
| 14.8. Export Control |
| Licensee acknowledges that the Redistributables, as incorporated in |
| Applications or Devices, may be subject to export control restrictions |
| under the applicable laws of respective countries. Licensee shall fully |
| comply with all applicable export license restrictions and requirements |
| as well as with all laws and regulations relating to the Redistributables |
| and exercise of licenses hereunder and shall procure all necessary |
| governmental authorizations, including without limitation, all necessary |
| licenses, approvals, permissions or consents, where necessary for the |
| re-exportation of the Redistributables, Applications and/or Devices. |
| |
| 14.9. No Implied License |
| There are no implied licenses or other implied rights granted under |
| this Agreement, and all rights, save for those expressly granted hereunder, |
| shall remain with The Qt Company and its licensors. In addition, no licenses |
| or immunities are granted to the combination of the Licensed Software with |
| any other software or hardware not delivered by The Qt Company under this |
| Agreement. |
| |
| 14.10. Attorney Fees |
| The prevailing Party in any action to enforce this Agreement shall be |
| entitled to recover its attorney's fees and costs in connection with such |
| action. |
| |
| 14.11. Privacy |
| Licensee acknowledges and agrees that for the purpose of this Agreement, |
| The Qt Company may collect, use, transfer and disclose personal data |
| pertaining to Designated Users as well as any other employees and directors |
| of the Licensee and its Contractors relevant for carrying out the intent of |
| this Agreement. Such personal data may be collected from the Licensee or |
| directly from the relevant individuals. The Parties acknowledge that with |
| regard to such personal data processed hereunder, The Qt Company shall be |
| regarded as the Data Controller under the applicable Data Protection |
| Legislation. The Qt Company shall process any such personal data in |
| accordance with its privacy policies and practices, which will comply with |
| all applicable requirements of the Data Protection Legislation. |
| |
| 14.12. Severability |
| If any provision of this Agreement shall be adjudged by any court of |
| competent jurisdiction to be unenforceable or invalid, that provision shall |
| be limited or eliminated to the minimum extent necessary so that this |
| Agreement shall otherwise remain in full force and effect and enforceable. |
| |
| APPENDICES |
| |
| The Agreement includes Appendix 1, and possibly one or more of the |
| appendices 3-5, depending on the product(s) purchased by the Licensee, |
| what is stated in the quote or invoice, and/or what is stated in the |
| Licensee's License Certificate. |
| |
| APPENDIX 1 |
| |
| The modules and/or tools that are included in the respective product - Qt |
| for Application Development (QtAD), Qt for Device Creation (QtDC), Qt for |
| MCUs (QtMCU), Qt 3D Studio (Qt3DS) and Qt Design Studio (QtDS) - are |
| marked with 'X' in the below table. |
| |
| Parts of the product that are permitted for distribution in object-code |
| form only ("Redistributables") are marked with 'R' in the below table. |
| |
| +-----------------------------------------------------------------------+ |
| | Modules / Tools | QtAD | QtDC | QtMCU | Qt3DS | QtDS | |
| +-----------------------------------------------------------------------+ |
| | Qt Core | X, R | X, R | | | | |
| +-----------------------------------------------------------------------+ |
| | Qt GUI | X, R | X, R | | | | |
| +-----------------------------------------------------------------------+ |
| | Qt Multimedia | X, R | X, R | | | | |
| +-----------------------------------------------------------------------+ |
| | Qt Multimedia Widgets | X, R | X, R | | | | |
| +-----------------------------------------------------------------------+ |
| | Qt Network | X, R | X, R | | | | |
| +-----------------------------------------------------------------------+ |
| | Qt QML | X, R | X, R | | | | |
| +-----------------------------------------------------------------------+ |
| | Qt Quick | X, R | X, R | | | | |
| +-----------------------------------------------------------------------+ |
| | Qt Quick Controls 2 | X, R | X, R | | | | |
| +-----------------------------------------------------------------------+ |
| | Qt Quick Dialogs | X, R | X, R | | | | |
| +-----------------------------------------------------------------------+ |
| | Qt Quick Layouts | X, R | X, R | | | | |
| +-----------------------------------------------------------------------+ |
| | Qt Quick Test | X, R | X, R | | | | |
| +-----------------------------------------------------------------------+ |
| | Qt SQL | X, R | X, R | | | | |
| +-----------------------------------------------------------------------+ |
| | Qt Test | X, R | X, R | | | | |
| +-----------------------------------------------------------------------+ |
| | Qt Widgets | X, R | X, R | | | | |
| +-----------------------------------------------------------------------+ |
| | Active Qt | X, R | X, R | | | | |
| +-----------------------------------------------------------------------+ |
| | Qt 3D | X, R | X, R | | | | |
| +-----------------------------------------------------------------------+ |
| | Qt Android Extras | X, R | X, R | | | | |
| +-----------------------------------------------------------------------+ |
| | Qt Bluetooth | X, R | X, R | | | | |
| +-----------------------------------------------------------------------+ |
| | Qt Canvas 3D | X, R | X, R | | | | |
| +-----------------------------------------------------------------------+ |
| | Qt Concurrent | X, R | X, R | | | | |
| +-----------------------------------------------------------------------+ |
| | Qt D-Bus | X, R | X, R | | | | |
| +-----------------------------------------------------------------------+ |
| | Qt Gamepad | X, R | X, R | | | | |
| +-----------------------------------------------------------------------+ |
| | Qt Graphical Effects | X, R | X, R | | | | |
| +-----------------------------------------------------------------------+ |
| | Qt Help | X, R | X, R | | | | |
| +-----------------------------------------------------------------------+ |
| | Qt Image Formats | X, R | X, R | | | | |
| +-----------------------------------------------------------------------+ |
| | Qt Location | X, R | X, R | | | | |
| +-----------------------------------------------------------------------+ |
| | Qt Mac Extras | X, R | X, R | | | | |
| +-----------------------------------------------------------------------+ |
| | Qt Network Authorization | X, R | X, R | | | | |
| +-----------------------------------------------------------------------+ |
| | Qt NFC | X, R | X, R | | | | |
| +-----------------------------------------------------------------------+ |
| | Qt Platform Headers | X, R | X, R | | | | |
| +-----------------------------------------------------------------------+ |
| | Qt Positioning | X, R | X, R | | | | |
| +-----------------------------------------------------------------------+ |
| | Qt Print Support | X, R | X, R | | | | |
| +-----------------------------------------------------------------------+ |
| | Qt Purchasing | X, R | X, R | | | | |
| +-----------------------------------------------------------------------+ |
| | Qt for Python | X, R | X, R | | | | |
| +-----------------------------------------------------------------------+ |
| | Qt Quick Controls | X, R | X, R | | | | |
| +-----------------------------------------------------------------------+ |
| | Qt Quick Extras | X, R | X, R | | | | |
| +-----------------------------------------------------------------------+ |
| | Qt Quick Widgets | X, R | X, R | | | | |
| +-----------------------------------------------------------------------+ |
| | Qt SCXML | X, R | X, R | | | | |
| +-----------------------------------------------------------------------+ |
| | Qt Sensors | X, R | X, R | | | | |
| +-----------------------------------------------------------------------+ |
| | Qt Serial Bus | X, R | X, R | | | | |
| +-----------------------------------------------------------------------+ |
| | Qt Serial Port | X, R | X, R | | | | |
| +-----------------------------------------------------------------------+ |
| | Qt Speech | X, R | X, R | | | | |
| +-----------------------------------------------------------------------+ |
| | Qt SVG | X, R | X, R | | | | |
| +-----------------------------------------------------------------------+ |
| | Qt UI Tools | X, R | X, R | | | | |
| +-----------------------------------------------------------------------+ |
| | Qt WebChannel | X, R | X, R | | | | |
| +-----------------------------------------------------------------------+ |
| | Qt WebEngine | X, R | X, R | | | | |
| +-----------------------------------------------------------------------+ |
| | Qt WebSockets | X, R | X, R | | | | |
| +-----------------------------------------------------------------------+ |
| | Qt WebView | X, R | X, R | | | | |
| +-----------------------------------------------------------------------+ |
| | Qt Windows Extras | X, R | X, R | | | | |
| +-----------------------------------------------------------------------+ |
| | Qt X11 Extras | X, R | X, R | | | | |
| +-----------------------------------------------------------------------+ |
| | Qt XML | X, R | X, R | | | | |
| +-----------------------------------------------------------------------+ |
| | Qt XML Patterns | X, R | X, R | | | | |
| +-----------------------------------------------------------------------+ |
| | Qt Wayland Compositor | X, R | X, R | | | | |
| +-----------------------------------------------------------------------+ |
| | Qt Charts | X, R | X, R | | | | |
| +-----------------------------------------------------------------------+ |
| | Qt Data visualization | X, R | X, R | | | | |
| +-----------------------------------------------------------------------+ |
| | Qt Virtual Keyboard | X, R | X, R | | | | |
| +-----------------------------------------------------------------------+ |
| | Boot 2 Qt stack | | X, R | | | | |
| +-----------------------------------------------------------------------+ |
| | Qt OTA | | X, R | | | | |
| +-----------------------------------------------------------------------+ |
| | Device Utilities | | X, R | | | | |
| +-----------------------------------------------------------------------+ |
| | Qt Debugging Bridge (QDB) Daemon | | X, R | | | | |
| +-----------------------------------------------------------------------+ |
| | Qt Quick Ultralite Controls | | | X, R | | | |
| +-----------------------------------------------------------------------+ |
| | Qt Quick Ultralite | | | X, R | | | |
| +-----------------------------------------------------------------------+ |
| | Qt Creator | X | X | X | | | |
| +-----------------------------------------------------------------------+ |
| | Qt Designer (Qt Widget Designer) | X | X | | | | |
| +-----------------------------------------------------------------------+ |
| | Qt Quick Designer (Qt Creator | X | X | X | | | |
| | plugin) | | | | | | |
| +-----------------------------------------------------------------------+ |
| | Qt Linguist | X | X | X | | | |
| +-----------------------------------------------------------------------+ |
| | Qt Assistant | X | X | X | | | |
| +-----------------------------------------------------------------------+ |
| | Lupdate | X | X | X | | | |
| +-----------------------------------------------------------------------+ |
| | Lrelease | X | X | X | | | |
| +-----------------------------------------------------------------------+ |
| | Qmake | X | X | | | | |
| +-----------------------------------------------------------------------+ |
| | Uic | X | X | | | | |
| +-----------------------------------------------------------------------+ |
| | Rcc | X | X | | | | |
| +-----------------------------------------------------------------------+ |
| | Qlalr | X | X | | | | |
| +-----------------------------------------------------------------------+ |
| | Qdoc | X | X | | | | |
| +-----------------------------------------------------------------------+ |
| | Qmlscene | X | X | | | | |
| +-----------------------------------------------------------------------+ |
| | Qmlviewer | X | X | | | | |
| +-----------------------------------------------------------------------+ |
| | Target toolchains | | X | X | | | |
| +-----------------------------------------------------------------------+ |
| | Qt Debugging Bridge (QDB) Host | | X | | | | |
| | Tools | | | | | | |
| +-----------------------------------------------------------------------+ |
| | qtconfig-gui | | X | | | | |
| +-----------------------------------------------------------------------+ |
| | Qt Emulator | | X | | | | |
| +-----------------------------------------------------------------------+ |
| | Qmlinterfacegenerator | | | X | | | |
| +-----------------------------------------------------------------------+ |
| | Qmltocpp | | | X | | | |
| +-----------------------------------------------------------------------+ |
| | qulfontcompiler | | | X | | | |
| +-----------------------------------------------------------------------+ |
| | Qt53DStudioRuntime2 | | | | X, R | | |
| +-----------------------------------------------------------------------+ |
| | Qt 3D Studio | | | | X | | |
| +-----------------------------------------------------------------------+ |
| | Qt Design Studio | | | | | X | |
| +-----------------------------------------------------------------------+ |
| |
| |
| APPENDIX 3: ADDITIONS TO LICENSED SOFTWARE |
| |
| In addition to what is provided under the definition of the Licensed Software, |
| Parties agree that Licensed Software shall also include the Add-On Products of |
| The Qt Company, as mentioned in this Appendix, if included in the quote / |
| invoice. |
| |
| The Modules and/or Tools of the Licensed Software that are included with each |
| Add-On Product respectively are marked with 'X' in the below table. |
| |
| Parts of the respective Add-On Product that are permitted for distribution in |
| object-code form only ("Redistributables") are marked with 'R' in the below |
| table. |
| |
| +------------------------------------------------------------------------------------------------+ |
| | | Add-On Product(s) | |
| | +--------------------------------------------------------------------------+ |
| | Modules / Tools of | Qt for | Qt | Qt | Qt | Qt | Qt | |
| | Licensed Software | Automation | Automotive | Safe | Application | GammaRay | Deployment | |
| | | / Qt M2M | Suite | Renderer | Manager | | Platform | |
| | | Protocols | | | | | Package | |
| +------------------------------------------------------------------------------------------------+ |
| | Qt MQTT | X, R | | | | | | |
| +------------------------------------------------------------------------------------------------+ |
| | Qt KNX | X, R | | | | | | |
| +------------------------------------------------------------------------------------------------+ |
| | Qt OPC UA | X, R | | | | | | |
| +------------------------------------------------------------------------------------------------+ |
| | Qt CoAP | X, R | | | | | | |
| +------------------------------------------------------------------------------------------------+ |
| | Qt Safe Renderer | | X, R | X, R | | | | |
| +------------------------------------------------------------------------------------------------+ |
| | Qt Application | | X, R | | X, R | | | |
| | Manager | | | | | | | |
| +------------------------------------------------------------------------------------------------+ |
| | Qt IVI | | X, R | | | | | |
| +------------------------------------------------------------------------------------------------+ |
| | Reference UI | | X, R | | | | | |
| +------------------------------------------------------------------------------------------------+ |
| | Qt GENIVI Extras | | X, R | | | | | |
| +------------------------------------------------------------------------------------------------+ |
| | QML Live | | X | | | | | |
| +------------------------------------------------------------------------------------------------+ |
| | Qt Creator | | X | | | | | |
| | Deployment | | | | | | | |
| +------------------------------------------------------------------------------------------------+ |
| | Qt Creator Plugin | | X | | X | | | |
| | for Qt Application Manager | | | | | | |
| +------------------------------------------------------------------------------------------------+ |
| | Qt Automotive Suite | | X | | | | | |
| | Deployment Server | | | | | | | |
| +------------------------------------------------------------------------------------------------+ |
| | Qt Design Studio | | X | | | | | |
| +------------------------------------------------------------------------------------------------+ |
| | Qt 3D Studio | | X | | | | | |
| +------------------------------------------------------------------------------------------------+ |
| | GammaRay | | X | | | X | | |
| +------------------------------------------------------------------------------------------------+ |
| | Platform adaptations| | | | | | X | |
| | for specified | | | | | | |
| | Deployment Platforms | | | | | | |
| +------------------------------------------------------------------------------------------------+ |
| | Qt for Device | | X | | | | | |
| | Creation | | | | | | | |
| +------------------------------------------------------------------------------------------------+ |
| |
| |
| All the above Redistributables are subject to applicable provisions and |
| limitations including but not limited to what is defined in section 3 of the |
| Agreement. |
| |
| APPENDIX 4: SMALL BUSINESS AND STARTUP |
| |
| The provisions of this Appendix 4 are applicable for companies with an annual |
| revenue, including funding, equivalent to maximum of 250,000 USD (in |
| applicable currency) during the latest full calendar year, as evidenced by |
| duly audited records of the Licensee and approved by The Qt Company |
| ("Start-up Company"). |
| |
| Start-up Companies are qualified for a discounted License Fee for maximum of |
| four (4) Development Licenses ("Start-up Development License") unless |
| otherwise agreed between the parties. |
| |
| Start-up Development License entitles the respective Designated User for |
| Support only for installation related issues. |
| |
| Upon expiry of the respective License Term, the Start-up Development |
| Licenses shall be automatically extended, pursuant to Section 3.1 of the |
| Agreement, for a Renewal Term either as new Start-up Development Licenses |
| (if the Licensee still qualifies as a Start-up Company), or as normal |
| Development Licenses (if the Licensee no longer qualifies as a Start-up |
| ompany). |
| |
| APPENDIX 5: NON-COMMERCIAL USE |
| The provisions of this Appendix 5 are applicable for non-commercial use of |
| the Licensed Software by the Licensee. |
| |
| For the purpose of this Appendix 5, the following additional definitions |
| (replacing the relevant definition of the Agreement, where applicable) |
| shall be applicable: |
| |
| "Demo Units" shall mean (i) hardware development platform, which incorporates |
| the Licensed Software along with Licensee's software and/or hardware, and |
| (ii) prototype versions of Applications or Devices. |
| |
| "Designated User(s)" shall mean the employees and students of the Licensee. |
| |
| "Licensee Products" shall mean Applications and/or Devices. |
| |
| "Permitted Purpose" shall mean (i) Licensee's internal evaluation and |
| testing of Licensed Software, (ii) building Demo Units as well as (iii) |
| educational use. |
| |
| "Term" shall mean a period of twelve (12) months or any such other period |
| as may be agreed between the Parties. |
| |
| For the purpose of this Appendix 5, the following changes shall be agreed |
| with respect to relevant Sections of the Agreement: |
| |
| I. Recital (A) shall be replaced in its entirety to read as follows: |
| "(A) Licensee wishes to use the Licensed Software for the Permitted |
| Purpose." |
| II. Section 3.1 shall be replaced in its entirety to read as follows: |
| "The Qt Company grants to Licensee a personal, non-exclusive, |
| non-transferable, revocable, royalty-free license, valid for the |
| Term, to use, modify and copy the Licensed Software solely for the |
| Permitted Purpose. |
| Licensee may install copies of the Licensed Software on five (5) |
| computers per Designated User, provided that only the Designated |
| Users who have a valid Development License may use the Licensed |
| Software. |
| Licensee may demonstrate the Demo Units, provided that such |
| demonstrations must be conducted by Licensee, and the Demo Units |
| must remain in Licensee's possession and under Licensee's control |
| at all times. |
| For clarity, this Agreement does not (i) entitle Licensee to use |
| Licensed Software to create Applications or Devices (other than |
| prototypes thereof) or (ii) carry any distribution rights to |
| Licensee, but such rights are subject to and conditional upon |
| conclusion of a separate license agreement with The Qt Company." |
| III. Sections 3.2, 3.3, 8 and 10 shall be deleted. |
| IV. Section 3.4 shall be replaced in its entirety to read as follows: |
| "Licensee shall not: |
| - remove or alter any copyright, trademark or other proprietary |
| rights notice contained in any portion of the Licensed Software; |
| - transfer, publish, sublicense, disclose, display or otherwise |
| make the Licensed Software available to any third party (except |
| that Licensee may demonstrate the Demo Units pursuant to Section |
| 3.1); |
| - in any way combine, incorporate or integrate Licensed Software |
| with, or use Licensed Software for creation of, any software |
| created with or incorporating Open Source Qt; |
| |
| Licensee shall cause all Designated Users who make use of the |
| licenses granted under this Agreement, to be contractually bound |
| to comply with the relevant terms of this Agreement and not to use |
| the Licensed Software beyond the terms hereof. Licensee shall be |
| responsible for any and all actions and omissions of its |
| Designated Users relating to the Licensed Software and use |
| thereof. |
| |
| Any use of Licensed Software beyond the provisions of this |
| Agreement is strictly prohibited and requires an additional license |
| from The Qt Company." |
| V. Section 12 shall be replaced in its entirety to read as follows: |
| "This Agreement shall enter into force upon due acceptance by both |
| Parties and remain in force for the Term, unless and until |
| terminated pursuant to the terms of Section 12. |
| |
| Upon termination of the Agreement, Licensee shall cease using the |
| Licensed Software. All other copies of Licensed Software in the |
| possession or control of Licensee must be erased or destroyed. |
| An officer of Licensee must, upon request, promptly deliver to |
| The Qt Company a written confirmation that this has occurred." |
| |
| Except for the modifications specified above, this Appendix carries no |
| change to the terms of the Agreement which shall remain in full force. |
| |