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authorMikko Gronoff <mikko.gronoff@qt.io>2021-03-22 09:44:25 +0200
committerMikko Gronoff <mikko.gronoff@qt.io>2021-03-23 12:45:36 +0200
commit1cb72164d2612bf2ef2e8fbaf8f011d09c49a7f5 (patch)
tree09909ddbdfde2dc6fa7fa0e1620cc39c13d84035
parentb0d2d2913ed4c4b6b5b9a19edcb7c85cc0dd7904 (diff)
downloadmeta-qt5-1cb72164d2612bf2ef2e8fbaf8f011d09c49a7f5.tar.gz
Update Qt License Agreement 4.2.1 -> 4.3
Task-number: QTBUG-72434 Change-Id: If94285946ca573519ec06848951d11707e125e7d Reviewed-by: Samuli Piippo <samuli.piippo@qt.io>
-rw-r--r--licenses/The-Qt-Company-Commercial1690
1 files changed, 837 insertions, 853 deletions
diff --git a/licenses/The-Qt-Company-Commercial b/licenses/The-Qt-Company-Commercial
index 19a20ea4..386577c6 100644
--- a/licenses/The-Qt-Company-Commercial
+++ b/licenses/The-Qt-Company-Commercial
@@ -1,5 +1,5 @@
1QT LICENSE AGREEMENT 1QT LICENSE AGREEMENT
2Agreement version 4.2.1 2Agreement version 4.3
3 3
4This Qt License Agreement ("Agreement") is a legal agreement for the licensing 4This Qt License Agreement ("Agreement") is a legal agreement for the licensing
5of Licensed Software (as defined below) between The Qt Company (as defined 5of Licensed Software (as defined below) between The Qt Company (as defined
@@ -19,26 +19,27 @@ WHEREAS:
19NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS: 19NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:
20 20
211. DEFINITIONS 211. DEFINITIONS
22"Affiliate" of a Party shall mean an entity (i) which is directly or indirectly 22
23controlling such Party; (ii) which is under the same direct or indirect 23"Affiliate" of a Party shall mean an entity (i) which is directly
24ownership or control as such Party; or (iii) which is directly or indirectly 24or indirectly controlling such Party; (ii) which is under the same direct or
25owned or controlled by such Party. For these purposes, an entity shall be 25indirect ownership or control as such Party; or (iii) which is directly or
26treated as being controlled by another if that other entity has fifty percent 26indirectly owned or controlled by such Party. For these purposes, an entity
27(50 %) or more of the votes in such entity, is able to direct its affairs 27shall be treated as being controlled by another if that other entity has fifty
28and/or to control the composition of its board of directors or equivalent body. 28percent (50 %) or more of the votes in such entity, is able to direct its
29affairs and/or to control the composition of its board of directors or
30equivalent body.
29 31
30"Add-on Products" shall mean The Qt Company's specific add-on software products 32"Add-on Products" shall mean The Qt Company's specific add-on software products
31(for example Qt Safe Renderer, Qt for Automation, Qt Application Manager), 33(for example Qt Safe Renderer, Qt for Automation, Qt Application Manager), which
32which are not licensed as part of The Qt Company's standard offering, but shall 34are not licensed as part of The Qt Company's standard offering, but shall be
33be included into the scope of Licensed Software only if so specifically agreed 35included into the scope of Licensed Software only if so specifically agreed
34between the Parties. 36between the Parties.
35 37
36"Applications" shall mean Licensee's software products created using the 38"Applications" shall mean Licensee's software products created using the
37Licensed Software, which may include the Redistributables, or part thereof. 39Licensed Software, which may include the Redistributables, or part thereof.
38 40
39"Contractor(s)" shall mean third party consultants, distributors and 41"Contractor(s)" shall mean third party consultants, distributors and contractors
40contractors performing services to the Licensee under applicable contractual 42performing services to the Licensee under applicable contractual arrangement.
41arrangement.
42 43
43"Customer(s)" shall mean Licensee's end users to whom Licensee, directly or 44"Customer(s)" shall mean Licensee's end users to whom Licensee, directly or
44indirectly, distributes copies of the Redistributables. 45indirectly, distributes copies of the Redistributables.
@@ -54,41 +55,39 @@ in the License Certificate, on which the Redistributables can be distributed
54pursuant to the terms and conditions of this Agreement. 55pursuant to the terms and conditions of this Agreement.
55 56
56"Designated User(s)" shall mean the employee(s) of Licensee or Licensee's 57"Designated User(s)" shall mean the employee(s) of Licensee or Licensee's
57Affiliates acting within the scope of their employment or Licensee's 58Affiliates acting within the scope of their employment or Licensee's Contractors
58Contractors acting within the scope of their services for Licensee and on 59acting within the scope of their services for Licensee and on behalf of
59behalf of Licensee. Designated Users shall be named in the License Certificate. 60Licensee. Designated Users shall be named in the License Certificate.
60 61
61"Development License" shall mean the license needed by the Licensee for each 62"Development License" shall mean the license needed by the Licensee for each
62Designated User to use the Licensed Software under the license grant described 63Designated User to use the Licensed Software under the license grant described
63in Section 3.1 of this Agreement. Development Licenses are available 64in Section 3.1 of this Agreement. Development Licenses are available per
64separately for Qt for Application Development and Qt for Device Creation 65respective Licensed Software products, each product having its designated scope
65products, each product having its designated scope and purpose of use. 66and purpose of use. Distribution Licenses are always connected to Qt for Device
66Distribution Licenses are always connected to Qt for Device Creation 67Creation product and Qt for MCUs product only.
67product only.
68 68
69"Development Platforms" shall mean those operating systems specified in the 69"Development Platforms" shall mean those operating systems specified in the
70License Certificate, in which the Licensed Software can be used under the 70License Certificate, in which the Licensed Software can be used under the
71Development License, but not distributed in any form or used for any other 71Development License, but not distributed in any form or used for any other purpose.
72purpose.
73 72
74"Devices" shall mean hardware devices or products that 1) are manufactured 73"Devices" shall mean hardware devices or products that 1) are manufactured
75and/or distributed by the Licensee or its Affiliates or Contractors, and 74and/or distributed by the Licensee or its Affiliates or Contractors, and (2)(i)
76(2)(i) incorporate or integrate the Redistributables or parts thereof; or (ii) 75incorporate or integrate the Redistributables or parts thereof; or (ii) where
77where the main user interface or substantial functionality of such unit , when 76the main user interface or substantial functionality of such unit , when used by
78used by a Customer, is provided by Application(s) or otherwise depends on the 77a Customer, is provided by Application(s) or otherwise depends on the Licensed
79Licensed Software, regardless of whether the Redistributables are distributed 78Software, regardless of whether the Redistributables are distributed together
80together with the hardware or not. Devices covered with this Agreement shall 79with the hardware or not. Devices covered with this Agreement shall be specified
81be specified in Appendix 2 or in a quote. 80in Appendix 2 or in a quote.
82 81
83"Distribution License(s)" shall mean the license required for any kind of sale, 82"Distribution License(s)" shall mean the license required for any kind of sale,
84trade, exchange, loan, lease, rental or other distribution by or on behalf of 83trade, exchange, loan, lease, rental or other distribution by or on behalf of
85Licensee to a third party of Redistributables in connection with Devices 84Licensee to a third party of Redistributables in connection with Devices
86pursuant to license grant described in Section 3.3 of this Agreement. 85ursuant to license grant described in Section 3.3 of this Agreement.
87 86
88"Distribution License Packs" shall mean set of prepaid Distribution Licenses 87"Distribution License Packs" shall mean set of prepaid Distribution Licenses for
89for distribution of Redistributables, as defined in The Qt Company's standard 88distribution of Redistributables, as defined in The Qt Company's standard price
90price list, quote, Purchase Order confirmation or in an appendix hereto, as 89list, quote, Purchase Order confirmation or in an appendix hereto, as the case
91the case may be. 90may be.
92 91
93"Intellectual Property Rights" shall mean patents (including utility models), 92"Intellectual Property Rights" shall mean patents (including utility models),
94design patents, and designs (whether or not capable of registration), chip 93design patents, and designs (whether or not capable of registration), chip
@@ -101,10 +100,10 @@ well as any trade secrets.
101each Designated User respectively upon them downloading the Licensed Software, 100each Designated User respectively upon them downloading the Licensed Software,
102which will be available under respective Designated User's Qt Account at 101which will be available under respective Designated User's Qt Account at
103account.qt.io. License Certificates will specify the Designated User, the 102account.qt.io. License Certificates will specify the Designated User, the
104Development Platforms, Deployment Platforms and the License Term. Such terms 103Development Platforms, Deployment Platforms and the License Term. Such terms are
105are considered part of the licenses granted hereunder and shall be updated 104considered part of the licenses granted hereunder and shall be updated from time
106from time to time to reflect any agreed changes to the foregoing terms 105to time to reflect any agreed changes to the foregoing terms relating to
107relating to Designated User's rights to the Licensed Software. 106Designated User's rights to the Licensed Software.
108 107
109"License Fee" shall mean the fee charged to the Licensee for rights granted 108"License Fee" shall mean the fee charged to the Licensee for rights granted
110under the terms of this Agreement. 109under the terms of this Agreement.
@@ -115,39 +114,39 @@ entitled to use the Licensed Software, as set forth in the respective License
115Certificate. 114Certificate.
116 115
117"Licensed Software" shall mean either 116"Licensed Software" shall mean either
118 (i) Qt for Application Development or 117 (i) Qt for Application Development or
119 (ii) Qt for Device Creation, and/or 118 (ii) Qt for Device Creation, and/or
120 (iii) Qt 3D Studio, and/or 119 (iii) Qt 3D Studio, and/or
121 (iv) Qt Design Studio, and/or 120 (iv) Qt Design Studio, and/or
122 (v) Qt for MCUs, and/or 121 (v) Qt for MCUs, and/or
123 (vi) selected Add-on Products, if any, 122 (vi) selected Add-on Products, if any,
124 123
125depending on which product(s) the Licensee has purchased under this Agreement, 124depending on which product(s) the Licensee has purchased under this Agreement,
126as well as corresponding online or electronic documentation, associated media 125as well as corresponding online or electronic documentation, associated media
127and printed materials, including the source code (where applicable), example 126and printed materials, including the source code (where applicable), example
128programs and the documentation, licensed to the Licensee under this Agreement. 127programs and the documentation, licensed to the Licensee under this Agreement.
129Licensed Software does not include Third Party Software (as defined in Section 128Licensed Software does not include Third Party Software (as defined in
1304) or Open Source Qt. The Qt Company may, in the course of its development 129Section 4) or Open Source Qt. The Qt Company may, in the course of its
131activities, at its free and absolute discretion and without any obligation to 130development activities, at its free and absolute discretion and without any
132send or publish any notifications to the Licensee or in general, make changes, 131obligation to send or publish any notifications to the Licensee or in general,
133additions or deletions in the components and functionalities of the Licensed 132make changes, additions or deletions in the components and functionalities of
134Software, provided that no such changes, additions or deletions will affect 133the Licensed Software, provided that no such changes, additions or deletions
135the already released version of the Licensed Software, but only upcoming 134will affect the already released version of the Licensed Software, but only
136version(s). 135upcoming version(s).
137 136
138"Licensee" shall mean the individual or legal entity that is party to this 137"Licensee" shall mean the individual or legal entity that is party to this
139Agreement, as identified on the signature page hereof. 138Agreement, as identified on the signature page hereof.
140 139
141"Licensee's Records" shall mean books and records that are likely to contain 140"Licensee's Records" shall mean books and records that are likely to contain
142information bearing on Licensee's compliance with this Agreement, Licensee's 141information bearing on Licensee's compliance with this Agreement, Licensee's use
143use of Open Source Qt and/or the payments due to The Qt Company under this 142of Open Source Qt and/or the payments due to The Qt Company under this
144Agreement, including, but not limited to user information, assembly logs, 143Agreement, including, but not limited to user information, assembly logs, sales
145sales records and distribution records. 144records and distribution records.
146 145
147"Modified Software" shall have the meaning as set forth in Section 2.3. 146"Modified Software" shall have the meaning as set forth in Section 2.3.
148 147
149"Online Services" shall mean any services or access to systems made available 148"Online Services" shall mean any services or access to systems made available by
150by The Qt Company to the Licensee over the Internet relating to the Licensed 149The Qt Company to the Licensee over the Internet relating to the Licensed
151Software or for the purpose of use by the Licensee of the Licensed Software or 150Software or for the purpose of use by the Licensee of the Licensed Software or
152Support. Use of any such Online Services is discretionary for the Licensee and 151Support. Use of any such Online Services is discretionary for the Licensee and
153some of them may be subject to additional fees. 152some of them may be subject to additional fees.
@@ -196,12 +195,12 @@ and refer also to Redistributables.
196"Renewal Term" shall mean an extension of previous License Term as agreed 195"Renewal Term" shall mean an extension of previous License Term as agreed
197between the Parties. 196between the Parties.
198 197
199"Submitted Modified Software" shall have the meaning as set forth in 198"Submitted Modified Software" shall have the meaning as set forth in Section
200Section 2.3. 1992.3.
201 200
202"Support" shall mean standard developer support that is provided by The Qt 201"Support" shall mean standard developer support that is provided by The Qt
203Company to assist Designated Users in using the Licensed Software in 202Company to assist Designated Users in using the Licensed Software in accordance
204accordance with The Qt Company's standard support terms available at 203with The Qt Company's standard support terms available at
205https://www.qt.io/terms-conditions/ and as further defined in Section 8 204https://www.qt.io/terms-conditions/ and as further defined in Section 8
206hereunder. 205hereunder.
207 206
@@ -210,39 +209,39 @@ hereunder.
210"Term" shall have the meaning set forth in Section 12. 209"Term" shall have the meaning set forth in Section 12.
211 210
212"The Qt Company" shall mean: 211"The Qt Company" shall mean:
213 (i) in the event Licensee is an individual residing in the United 212 (i) in the event Licensee is an individual residing in the United States
214 States or a legal entity incorporated in the United States or 213 or a legal entity incorporated in the United States or having its
215 having its headquarters in the United States, The Qt Company Inc., 214 headquarters in the United States, The Qt Company Inc., a
216 a Delaware corporation with its office at 2350 Mission College 215 Delaware corporation with its office at 2350 Mission College Blvd.,
217 Blvd., Suite 1020, Santa Clara, CA 95054, USA.; or 216 Suite 1020, Santa Clara, CA 95054, USA.; or
218 (ii) in the event the Licensee is an individual residing outside of the 217 (ii) in the event the Licensee is an individual residing outside of the
219 United States or a legal entity incorporated outside of the United 218 United States or a legal entity incorporated outside of the United
220 States or having its registered office outside of the United 219 States or having its registered office outside of the United States,
221 States, The Qt Company Ltd., a Finnish company with its registered 220 The Qt Company Ltd., a Finnish company with its registered office
222 office at Bertel Jungin aukio D3A, 02600 Espoo, Finland. 221 at Bertel Jungin aukio D3A, 02600 Espoo, Finland.
223 222
224"Third-Party Software" shall have the meaning set forth in Section 4. 223"Third-Party Software" shall have the meaning set forth in Section 4.
225 224
226"Updates" shall mean a release or version of the Licensed Software containing 225"Updates" shall mean a release or version of the Licensed Software containing
227bug fixes, error corrections and other changes that are generally made 226bug fixes, error corrections and other changes that are generally made available
228available to users of the Licensed Software that have contracted for Support. 227to users of the Licensed Software that have contracted for Support. Updates are
229Updates are generally depicted as a change to the digits following the decimal 228generally depicted as a change to the digits following the decimal in the
230in the Licensed Software version number. The Qt Company shall make Updates 229Licensed Software version number. The Qt Company shall make Updates available to
231available to the Licensee under the Support. Updates shall be considered as 230the Licensee under the Support. Updates shall be considered as part of the
232part of the Licensed Software hereunder. 231Licensed Software hereunder.
233 232
234"Upgrades" shall mean a release or version of the Licensed Software containing 233"Upgrades" shall mean a release or version of the Licensed Software containing
235enhancements and new features and are generally depicted as a change to the 234enhancements and new features and are generally depicted as a change to the
236first digit of the Licensed Software version number. In the event Upgrades are 235first digit of the Licensed Software version number. In the event Upgrades are
237provided to the Licensee under this Agreement, they shall be considered as 236provided to the Licensee under this Agreement, they shall be considered as part
238part of the Licensed Software hereunder. 237of the Licensed Software hereunder.
239
240 238
2412. OWNERSHIP 2392. OWNERSHIP
240
2422.1. Ownership of The Qt Company 2412.1. Ownership of The Qt Company
243The Licensed Software is protected by copyright laws and international 242The Licensed Software is protected by copyright laws and international copyright
244copyright treaties, as well as other intellectual property laws and 243treaties, as well as other intellectual property laws and treaties. The Licensed
245treaties. The Licensed Software is licensed, not sold. 244Software is licensed, not sold.
246 245
247All of The Qt Company's Intellectual Property Rights are and shall remain the 246All of The Qt Company's Intellectual Property Rights are and shall remain the
248exclusive property of The Qt Company or its licensors respectively. 247exclusive property of The Qt Company or its licensors respectively.
@@ -251,43 +250,47 @@ exclusive property of The Qt Company or its licensors respectively.
251All the Licensee's Intellectual Property Rights are and shall remain the 250All the Licensee's Intellectual Property Rights are and shall remain the
252exclusive property of the Licensee or its licensors respectively. 251exclusive property of the Licensee or its licensors respectively.
253 252
254All Intellectual Property Rights to the Modified Software, Applications and 253All Intellectual Property Rights to the Modified Software, Applications and Devices
255Devices shall remain with the Licensee and no rights thereto shall be granted 254shall remain with the Licensee and no rights thereto shall be granted by the
256by the Licensee to The Qt Company under this Agreement (except as set forth in 255Licensee to The Qt Company under this Agreement (except as set forth in Section
257Section 2.3 below). 2562.3 below).
258 257
2592.3. Modified Software 2582.3. Modified Software
260Licensee may create bug-fixes, error corrections, patches or modifications to 259Licensee may create bug-fixes, error corrections, patches or modifications to
261the Licensed Software ("Modified Software"). Such Modified Software may break 260the Licensed Software ("Modified Software"). Such Modified Software may break
262the source or binary compatibility with the Licensed Software (including 261the source or binary compatibility with the Licensed Software (including without
263without limitation through changing the application programming interfaces 262limitation through changing the application programming interfaces ("API") or by
264("API") or by adding, changing or deleting any variable, method, or class 263adding, changing or deleting any variable, method, or class signature in the
265signature in the Licensed Software and/or any inter-process protocols, 264Licensed Software and/or any inter-process protocols, services or standards in
266services or standards in the Licensed Software libraries). To the extent that 265the Licensed Software libraries). To the extent that Licensee's Modified
267Licensee's Modified Software so breaks source or binary compatibility with the 266Software so breaks source or binary compatibility with the Licensed Software,
268Licensed Software, Licensee acknowledges that The Qt Company's ability to 267Licensee acknowledges that The Qt Company's ability to provide Support may be
269provide Support may be prevented or limited and Licensee's ability to make use 268prevented or limited and Licensee's ability to make use of Updates may be restricted.
270of Updates may be restricted.
271 269
272Licensee may, at its sole and absolute discretion, choose to submit Modified 270Licensee may, at its sole and absolute discretion, choose to submit Modified
273Software to The Qt Company ("Submitted Modified Software") in connection with 271Software to The Qt Company ("Submitted Modified Software") in connection with
274Licensee's Support request, service request or otherwise. In the event 272Licensee's Support request, service request or otherwise. In the event Licensee
275Licensee does so, then, Licensee hereby grants The Qt Company a sublicensable, 273does so, then, Licensee hereby grants The Qt Company a sublicensable,
276assignable, irrevocable, perpetual, worldwide, non-exclusive, royalty-free and 274assignable, irrevocable, perpetual, worldwide, non-exclusive, royalty-free and
277fully paid-up license, under all of Licensee's Intellectual Property Rights, 275fully paid-up license, under all of Licensee's Intellectual Property Rights, to
278to reproduce, adapt, translate, modify, and prepare derivative works of, 276reproduce, adapt, translate, modify, and prepare derivative works of, publicly
279publicly display, publicly perform, sublicense, make available and distribute 277display, publicly perform, sublicense, make available and distribute such
280such Submitted Modified Software as The Qt Company sees fit at its free and 278Submitted Modified Software as The Qt Company sees fit at its free and absolute
281absolute discretion. 279discretion.
282 280
2833. LICENSES GRANTED 2813. LICENSES GRANTED
282
2843.1. Development with Licensed Software 2833.1. Development with Licensed Software
285Subject to the terms of this Agreement, The Qt Company grants to Licensee a 284Subject to the terms of this Agreement, The Qt Company grants to Licensee a
286worldwide, non-exclusive, non-transferable license, valid for the License 285worldwide, non-exclusive, non-transferable license, valid for the License Term,
287Term, to use, modify and copy the Licensed Software by Designated Users on the 286to use, modify and copy the Licensed Software by Designated Users on the
288Development Platforms for the sole purposes of designing, developing, 287Development Platforms for the sole purposes of designing, developing,
289demonstrating and testing Application(s) and/or Devices, and to provide 288demonstrating and testing Application(s) and/or Devices, and to provide thereto
290thereto related support and other related services to end-user Customers. 289related support and other related services to end-user Customers. Each
290Application and/or Device can only include, incorporate or integrate code
291generated under this Agreement by such Designated Users who are duly licensed
292for the applicable Development Platform(s) and Deployment Platform(s) (i.e have
293a valid license for the appropriate Licensed Software product).
291 294
292Licensee may install copies of the Licensed Software on five (5) computers per 295Licensee may install copies of the Licensed Software on five (5) computers per
293Designated User, provided that only the Designated Users who have a valid 296Designated User, provided that only the Designated Users who have a valid
@@ -299,50 +302,54 @@ that any Designated User may be replaced only once during any six-month period.
299 302
300Upon expiry of the initially agreed License Term, the respective License Terms 303Upon expiry of the initially agreed License Term, the respective License Terms
301shall be automatically extended to one or more Renewal Term(s), unless and 304shall be automatically extended to one or more Renewal Term(s), unless and
302until either Party notifies the other Party in writing that it does not wish 305until either Party notifies the other Party in writing, or any other method
303to continue the License Term, such notification to be provided to the other 306acceptable to The Qt Company, that it does not wish to continue the License
304Party no less than ninety (90) days before expiry of the respective License 307Term, such notification to be provided to the other Party no less than thirty
305Term. Unless otherwise agreed between the Parties, Renewal Term shall be of 308(30) days before expiry of the respective License Term.
306equal length with the initial License Term. 309
310Unless otherwise agreed between the Parties, Renewal Term shall be of equal
311length with the initial License Term.
307 312
308Any such Renewal Term shall be subject to License Fees agreed between the 313Any such Renewal Term shall be subject to License Fees agreed between the
309Parties or, if no advance agreement exists, subject to The Qt Company's 314Parties or, if no advance agreement exists, subject to The Qt Company's standard
310standard pricing applicable at the commencement date of any such Renewal Term. 315pricing applicable at the commencement date of any such Renewal Term.
311 316
312Any price or other term specified for a Renewal Term shall be valid only for 317Any price or other term specified for a Renewal Term shall be valid only for the
313the specified time. 318specified time.
314 319
315The Qt Company may request the Licensee to place a purchase order corresponding 320The Qt Company may either request the Licensee to place a purchase order
316to a quote by The Qt Company for the relevant Renewal Term. 321corresponding to a quote by The Qt Company, or uses Licensees stored Credit
322Card information in the QtAccount to automatically charge the Licensee for the
323relevant Renewal Term.
317 324
318In the event Licensee does not prevent auto-renewal pursuant the above, but a 325In the event Licensee does not prevent auto-renewal pursuant the above, but a
319Renewal Term is nevertheless not duly ordered within 30 days from the date of 326Renewal Term is nevertheless not duly ordered within 30 days from the date of
320the respective quote from The Qt Company and/or the respective License Fee 327the respective notification from The Qt Company and/or the respective License
321paid by due date specified in The Qt Company's respective invoice, The Qt 328Fee paid by due date specified in The Qt Company's respective invoice, The Qt
322Company shall apply a reinstatement fee equal to ten percent (10 %) of the 329Company shall apply a reinstatement fee equal to ten percent (10 %) of the
323total value of the License Fees of the Development Licenses for the expired 330total value of the License Fees of the Development Licenses for the expired
324term to be added to the License Fee of the respective Renewal Term. 331term to be added to the License Fee of the respective Renewal Term.
325 332
326In the event Licensee chooses not to renew a Development License for a Renewal 333In the event Licensee chooses not to renew a Development License for a Renewal
327Term by notifying The Qt Company thereof no less than ninety (90) days before 334Term by notifying The Qt Company thereof no less than thirty (30) days before
328expiry of the respective License Term, Licensee may still reinstate such 335expiry of the respective License Term, Licensee may still reinstate such
329expired Development Licenses for a Renewal Term subject to applicable renewal 336expired Development Licenses for a Renewal Term subject to applicable renewal
330Term License Fees until thirty (30) days from the expiry of the initially 337Term License Fees until thirty (30) days from the expiry of the initially
331agreed License Term or preceding Renewal Term. After such thirty (30) day 338agreed License Term or preceding Renewal Term. After such thirty (30) day
332period a Development License shall be subject to applicable License Fees for a 339period a Development License shall be subject to applicable License Fees for
333new Development License and not any Renewal Term License Fees. 340a new Development License and not any Renewal Term License Fees.
334 341
3353.2. Distribution of Applications 3423.2. Distribution of Applications
336Subject to the terms of this Agreement, The Qt Company grants to Licensee a 343Subject to the terms of this Agreement, The Qt Company grants to Licensee
337worldwide, non-exclusive, non-transferable, revocable (for cause pursuant to 344a worldwide, non-exclusive, non-transferable, revocable (for cause pursuant to
338this Agreement) right and license, valid for the Term, to 345this Agreement) right and license, valid for the Term, to
339 (i) distribute, by itself or through its Contractors, Redistributables 346 (i) distribute, by itself or through its Contractors, Redistributables as
340 as installed, incorporated or integrated into Applications for 347 installed, incorporated or integrated into Applications for execution
341 execution on the Deployment Platforms, and 348 on the Deployment Platforms, and
342 (ii) grant sublicenses to Redistributables, as distributed hereunder, 349 (ii) grant sublicenses to Redistributables, as distributed hereunder, for
343 for Customers solely for Customer's internal use and to the extent 350 Customers solely for Customer's internal use and to the extent
344 necessary in order for the Customers to use the Applications for 351 necessary in order for the Customers to use the Applications for their
345 their respective intended purposes. 352 respective intended purposes.
346 353
347Right to distribute the Redistributables as part of an Application as provided 354Right to distribute the Redistributables as part of an Application as provided
348herein is not royalty-bearing but is conditional upon the Licensee not having 355herein is not royalty-bearing but is conditional upon the Licensee not having
@@ -353,102 +360,97 @@ time of distribution of any Redistributables to Customers.
353Subject to the terms of this Agreement, The Qt Company grants to Licensee a 360Subject to the terms of this Agreement, The Qt Company grants to Licensee a
354worldwide, non-exclusive, non-transferable, revocable (for cause pursuant to 361worldwide, non-exclusive, non-transferable, revocable (for cause pursuant to
355this Agreement) right and license, valid for the Term, to 362this Agreement) right and license, valid for the Term, to
356 (i) distribute, by itself or through one or more tiers of Contractors, 363 (i) distribute, by itself or through one or more tiers of Contractors,
357 Redistributables as installed, incorporated or integrated, or 364 Redistributables as installed, incorporated or integrated, or intended
358 intended to be installed, incorporated or integrated into Devices 365 to be installed, incorporated or integrated into Devices for execution
359 for execution on the Deployment Platforms, and 366 on the Deployment Platforms, and
360 (ii) grant sublicenses to Redistributables, as distributed hereunder, 367 (ii) grant sublicenses to Redistributables, as distributed hereunder, for
361 for Customers solely for Customer's internal use and to the extent 368 Customers solely for Customer's internal use and to the extent
362 necessary in order for the Customers to use the Devices for their 369 necessary in order for the Customers to use the Devices for their
363 respective intended purposes. 370 respective intended purposes.
364 371
365Right to distribute the Redistributables with Devices as provided herein is 372Right to distribute the Redistributables with Devices as provided herein is
366conditional upon the Licensee (i) not having any unpaid License Fees for 373conditional upon the Licensee (i) not having any unpaid License Fees for
367Development Licenses owed to The Qt Company, and (ii) having purchased and 374Development Licenses owed to The Qt Company, and (ii) having purchased and paid
368paid corresponding Distribution Licenses at the time of distribution of any 375corresponding Distribution Licenses at the time of distribution of any
369Redistributables to Customers. 376Redistributables to Customers.
370 377
3713.4. Further Requirements 3783.4. Further Requirements
372The licenses granted above in this Section 3 by The Qt Company to Licensee are 379The licenses granted above in this Section 3 by The Qt Company to Licensee are
373conditional and subject to Licensee's compliance with the following terms: 380conditional and subject to Licensee's compliance with the following terms:
374 (i) Licensee shall not remove or alter any copyright, trademark or 381 (i) Licensee shall not remove or alter any copyright, trademark or other
375 other proprietary rights notice(s) contained in any portion of the 382 proprietary rights notice(s) contained in any portion of the Licensed
376 Licensed Software; 383 Software;
377 (ii) Applications must add primary and substantial functionality to the 384 (ii) Applications must add primary and substantial functionality to the
378 Licensed Software so as not to compete with the Licensed Software; 385 Licensed Software so as not to compete with the Licensed Software;
379 (iii) Applications may not pass on functionality which in any way makes 386 (iii) Applications may not pass on functionality which in any way makes it
380 it possible for others to create software with the Licensed 387 possible for others to create software with the Licensed Software;
381 Software; provided however that Licensee may use the Licensed 388 provided however that Licensee may use the Licensed Software's
382 Software's scripting and QML ("Qt Quick") functionality solely in 389 scripting and QML ("Qt Quick") functionality solely in order to
383 order to enable scripting, themes and styles that augment the 390 enable scripting, themes and styles that augment the functionality
384 functionality and appearance of the Application(s) without adding 391 and appearance of the Application(s) without adding primary and
385 primary and substantial functionality to the Application(s); 392 substantial functionality to the Application(s);
386 (iv) Licensee shall not use Licensed Software in any manner or for any 393 (iv) Licensee shall not use Licensed Software in any manner or for any
387 purpose that infringes, misappropriates or otherwise violates any 394 purpose that infringes, misappropriates or otherwise violates any
388 Intellectual property or right of any third party, or that 395 Intellectual property or right of any third party, or that violates
389 violates any applicable law; 396 any applicable law;
390 (v) Licensee shall not use The Qt Company's or any of its suppliers' 397 (v) Licensee shall not use The Qt Company's or any of its suppliers'
391 names, logos, or trademarks to market Applications, except that 398 names, logos, or trademarks to market Applications, except that
392 Licensee may use "Built with Qt" logo to indicate that 399 Licensee may use "Built with Qt" logo to indicate that
393 Application(s) was developed using the Licensed Software; 400 Application(s) was developed using the Licensed Software;
394 (vi) Licensee shall not distribute, sublicense or disclose source code 401 (vi) Licensee shall not distribute, sublicense or disclose source code
395 of Licensed Software to any third party (provided however that 402 of Licensed Software to any third party (provided however that
396 Licensee may appoint employee(s) of Contractors as Designated 403 Licensee may appoint employee(s) of Contractors as Designated
397 Users to use Licensed Software pursuant to this Agreement). Such 404 Users to use Licensed Software pursuant to this Agreement). Such
398 right may be available for the Licensee subject to a separate 405 right may be available for the Licensee subject to a separate
399 software development kit ("SDK") license agreement to be concluded 406 software development kit ("SDK") license agreement to be concluded
400 with The Qt Company; 407 with The Qt Company;
401 (vii) Licensee shall not grant the Customers a right to (i) make copies 408 (vii) Licensee shall not grant the Customers a right to (i) make copies of
402 of the Redistributables except when and to the extent required to 409 the Redistributables except when and to the extent required to use the
403 use the Applications and/or Devices for their intended purpose, 410 Applications and/or Devices for their intended purpose, (ii) modify
404 (ii) modify the Redistributables or create derivative works 411 the Redistributables or create derivative works thereof, (iii)
405 thereof, (iii) decompile, disassemble or otherwise reverse 412 decompile, disassemble or otherwise reverse engineer Redistributables,
406 engineer Redistributables, or (iv) redistribute any copy or 413 or (iv) redistribute any copy or portion of the Redistributables to
407 portion of the Redistributables to any third party, except as part 414 any third party, except as part of the onward sale of the Device on
408 of the onward sale of the Device on which the Redistributables are 415 which the Redistributables are installed;
409 installed; 416 (viii) Licensee shall not and shall cause that its Affiliates or
410 (viii) Licensee shall not and shall cause that its Affiliates or 417 Contractors shall not use Licensed Software in any Prohibited
411 Contractors shall not use Licensed Software in any Prohibited 418 Combination, unless Licensee has received an advance written
412 Combination, unless Licensee has received an advance written 419 permission from The Qt Company to do so. Absent such written
413 permission from The Qt Company to do so. Absent such written 420 permission, any and all distribution by the Licensee during the Term
414 permission, any and all distribution by the Licensee during the 421 of a hardware device or product a) which incorporate or integrate any
415 Term of a hardware device or product a) which incorporate or 422 part of Licensed Software or Open Source Qt; or b) where the main
416 integrate any part of Licensed Software or Open Source Qt; or b) 423 user interface or substantial functionality is provided by software
417 where the main user interface or substantial functionality is 424 built with Licensed Software or Open Source Qt or otherwise depends
418 provided by software built with Licensed Software or Open Source 425 on the Licensed Software or Open Source Qt, shall be considered to be
419 Qt or otherwise depends on the Licensed Software or Open Source 426 Device distribution under this Agreement and shall be dependent on
420 Qt, shall be considered to be Device distribution under this 427 Licensee's compliance thereof (including but not limited to
421 Agreement and shall be dependent on Licensee's compliance thereof 428 obligation to pay applicable License Fees for such distribution).
422 (including but not limited to obligation to pay applicable License 429 Notwithstanding what is provided above in this sub-section (viii),
423 Fees for such distribution). Notwithstanding what is provided 430 Licensee is entitled to use and combine Licensed Software with any
424 above in this sub-section (viii), Licensee is entitled to use and 431 Permitted Software;
425 combine Qt 3D Studio and/or Qt Design Studio with Open Source Qt 432 (ix) Licensee shall cause all of its Affiliates and Contractors entitled
426 ("Permitted Combination") for its internal evaluation purposes, 433 to make use of the licenses granted under this Agreement, to be
427 provided that Licensee shall in no way transfer, publish, disclose, 434 contractually bound to comply with the relevant terms of this
428 display or otherwise make available any software or work resulting 435 Agreement and not to use the Licensed Software beyond the terms
429 from such Permitted Combination; 436 hereof and for any purposes other than operating within the scope
430 (ix) Licensee shall cause all of its Affiliates and Contractors 437 of their services for Licensee. Licensee shall be responsible for
431 entitled to make use of the licenses granted under this Agreement, 438 any and all actions and omissions of its Affiliates and Contractors
432 to be contractually bound to comply with the relevant terms of 439 relating to the Licensed Software and use thereof (including but not
433 this Agreement and not to use the Licensed Software beyond the 440 limited to payment of all applicable License Fees);
434 terms hereof and for any purposes other than operating within the 441 (x) Except when and to the extent explicitly provided in this Section 3,
435 scope of their services for Licensee. Licensee shall be responsible 442 Licensee shall not transfer, publish, disclose, display or otherwise
436 for any and all actions and omissions of its Affiliates and 443 make available the Licensed Software; and
437 Contractors relating to the Licensed Software and use thereof 444 (xi) Licensee shall not attempt or enlist a third party to conduct or
438 (including but not limited to payment of all applicable License 445 attempt to conduct any of the above.
439 Fees); 446
440 (x) Except when and to the extent explicitly provided in this Section 447Above terms shall not be applicable if and to the extent they conflict with any
441 3, Licensee shall not transfer, publish, disclose, display or 448mandatory provisions of any applicable laws.
442 otherwise make available the Licensed Software; and
443 (xi) Licensee shall not attempt or enlist a third party to conduct or
444 attempt to conduct any of the above.
445
446Above terms shall not be applicable if and to the extent they conflict with
447any mandatory provisions of any applicable laws.
448Any use of Licensed Software beyond the provisions of this Agreement is 449Any use of Licensed Software beyond the provisions of this Agreement is
449strictly prohibited and requires an additional license from The Qt Company. 450strictly prohibited and requires an additional license from The Qt Company.
450 451
4514. THIRD-PARTY SOFTWARE 4524. THIRD-PARTY SOFTWARE
453
452The Licensed Software may provide links to third party libraries or code 454The Licensed Software may provide links to third party libraries or code
453(collectively "Third-Party Software") to implement various functions. 455(collectively "Third-Party Software") to implement various functions.
454Third-Party Software does not comprise part of the Licensed Software. In some 456Third-Party Software does not comprise part of the Licensed Software. In some
@@ -460,15 +462,16 @@ use or distribution of Third-Party Software is in all respects subject to
460applicable license terms of applicable third-party right holders. 462applicable license terms of applicable third-party right holders.
461 463
4625. PRE-RELEASE CODE 4645. PRE-RELEASE CODE
465
463The Licensed Software may contain pre-release code and functionality, or sample 466The Licensed Software may contain pre-release code and functionality, or sample
464code marked or otherwise stated with appropriate designation such as 467code marked or otherwise stated with appropriate designation such as "Technology
465"Technology Preview", "Alpha", "Beta", "Sample" etc. ("Pre-Release Code"). 468Preview", "Alpha", "Beta", "Sample" etc. ("Pre-Release Code").
466 469
467Such Pre-Release Code may be present complimentary for the Licensee, in order 470Such Pre-Release Code may be present complimentary for the Licensee, in order to
468to provide experimental support or information for new platforms or preliminary 471provide experimental support or information for new platforms or preliminary
469versions of one or more new functionalities or for other similar reasons. The 472versions of one or more new functionalities or for other similar reasons. The
470Pre-Release Code may not be at the level of performance and compatibility of a 473Pre-Release Code may not be at the level of performance and compatibility of a
471final, generally available, product offering. The Pre-Release Code may not 474final, generally available, product offering. The Pre-Release Code may not
472operate correctly, may contain errors and may be substantially modified by The 475operate correctly, may contain errors and may be substantially modified by The
473Qt Company prior to the first commercial product release, if any. The Qt 476Qt Company prior to the first commercial product release, if any. The Qt
474Company is under no obligation to make Pre-Release Code commercially available, 477Company is under no obligation to make Pre-Release Code commercially available,
@@ -476,15 +479,16 @@ or provide any Support or Updates relating thereto. The Qt Company assumes no
476liability whatsoever regarding any Pre-Release Code, but any use thereof is 479liability whatsoever regarding any Pre-Release Code, but any use thereof is
477exclusively at Licensee's own risk and expense. 480exclusively at Licensee's own risk and expense.
478 481
479For clarity, unless Licensed Software specifies different license terms for the 482For clarity, unless Licensed Software specifies different license terms for
480respective Pre-Release Code, the Licensee is entitled to use such pre-release 483the respective Pre-Release Code, the Licensee is entitled to use such
481code pursuant to Section 3, just like other Licensed Software, provided however 484pre-release code pursuant to Section 3, just like other Licensed Software,
482that in the event Add-on Products are included and available as such 485provided however that in the event Add-on Products are included and available
483Pre-Release Code, Licensee's right to use such Add-on Products is nevertheless 486as such Pre-Release Code, Licensee's right to use such Add-on Products is
484subject to and conditional upon conclusion of separate agreement with The Qt 487nevertheless subject to and conditional upon conclusion of separate agreement
485Company. 488with The Qt Company.
486 489
4876. LIMITED WARRANTY AND WARRANTY DISCLAIMER 4906. LIMITED WARRANTY AND WARRANTY DISCLAIMER
491
488The Qt Company hereby represents and warrants that it has the power and 492The Qt Company hereby represents and warrants that it has the power and
489authority to grant the rights and licenses granted to Licensee under this 493authority to grant the rights and licenses granted to Licensee under this
490Agreement. 494Agreement.
@@ -493,20 +497,21 @@ Except as set forth above, the Licensed Software is licensed to Licensee
493"as is" and Licensee's exclusive remedy and The Qt Company's entire liability 497"as is" and Licensee's exclusive remedy and The Qt Company's entire liability
494for errors in the Licensed Software shall be limited, at The Qt Company's 498for errors in the Licensed Software shall be limited, at The Qt Company's
495option, to correction of the error, replacement of the Licensed Software or 499option, to correction of the error, replacement of the Licensed Software or
496return of the applicable fees paid for the defective Licensed Software for the 500return of the applicable fees paid for the defective Licensed Software for
497time period during which the License is not able to utilize the Licensed 501the time period during which the License is not able to utilize the Licensed
498Software under the terms of this Agreement. 502Software under the terms of this Agreement.
499 503
500TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE QT COMPANY ON BEHALF OF 504TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE QT COMPANY ON BEHALF OF
501ITSELF AND ITS LICENSORS, SUPPLIERS AND AFFILIATES, DISCLAIMS ALL OTHER 505ITSELF AND ITS LICENSORS, SUPPLIERS AND AFFILIATES, DISCLAIMS ALL OTHER
502WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED 506WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED
503WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND 507WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND
504NON-INFRINGEMENT WITH REGARD TO THE LICENSED SOFTWARE. THE QT COMPANY DOES NOT 508NON-INFRINGEMENT WITH REGARD TO THE LICENSED SOFTWARE. THE QT COMPANY DOES
505WARRANT THAT THE LICENSED SOFTWARE WILL SATISFY LICENSEE'S REQUIREMENTS OR THAT 509NOT WARRANT THAT THE LICENSED SOFTWARE WILL SATISFY LICENSEE'S REQUIREMENTS OR
506IT WILL OPERATE WITHOUT DEFECT OR ERROR OR THAT THE OPERATION THEREOF WILL BE 510THAT IT WILL OPERATE WITHOUT DEFECT OR ERROR OR THAT THE OPERATION THEREOF
507UNINTERRUPTED. 511WILL BE UNINTERRUPTED.
508 512
5097. INDEMNIFICATION AND LIMITATION OF LIABILITY 5137. INDEMNIFICATION AND LIMITATION OF LIABILITY
514
5107.1. Limitation of Liability 5157.1. Limitation of Liability
511EXCEPT FOR (I) CASES OF GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, AND (II) 516EXCEPT FOR (I) CASES OF GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, AND (II)
512BREACH OF CONFIDENTIALITY, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO 517BREACH OF CONFIDENTIALITY, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO
@@ -517,10 +522,10 @@ HOWSOEVER ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT.
517 522
518EXCEPT FOR (I) CASES OF GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, AND (II) 523EXCEPT FOR (I) CASES OF GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, AND (II)
519BREACH OF CONFIDENTIALITY, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO 524BREACH OF CONFIDENTIALITY, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO
520EVENT SHALL EITHER PARTY'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT 525EVENT SHALL EITHER PARTY'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED
521EXCEED THE AGGREGATE LICENSE FEES PAID OR PAYABLE TO THE QT COMPANY FROM 526THE AGGREGATE LICENSE FEES PAID OR PAYABLE TO THE QT COMPANY FROM LICENSEE
522LICENSEE DURING THE PERIOD OF TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE 527DURING THE PERIOD OF TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT
523EVENT RESULTING IN SUCH LIABILITY. 528RESULTING IN SUCH LIABILITY.
524 529
525THE PROVISIONS OF THIS SECTION 7 ALLOCATE THE RISKS UNDER THIS AGREEMENT 530THE PROVISIONS OF THIS SECTION 7 ALLOCATE THE RISKS UNDER THIS AGREEMENT
526BETWEEN THE QT COMPANY AND LICENSEE AND THE PARTIES HAVE RELIED UPON THE 531BETWEEN THE QT COMPANY AND LICENSEE AND THE PARTIES HAVE RELIED UPON THE
@@ -532,6 +537,7 @@ ALWAYS BE LIABLE TO PAY THE APPLICABLE LICENSE FEES CORRESPONDING TO ITS ACTUAL
532USE OF LICENSED SOFTWARE. 537USE OF LICENSED SOFTWARE.
533 538
5348. SUPPORT, UPDATES AND ONLINE SERVICES 5398. SUPPORT, UPDATES AND ONLINE SERVICES
540
535Upon due payment of the agreed License Fees the Licensee will be eligible to 541Upon due payment of the agreed License Fees the Licensee will be eligible to
536receive Support and Updates and to use the Online Services during the License 542receive Support and Updates and to use the Online Services during the License
537Term, provided, however, that in the event the License Term is longer than 36 543Term, provided, however, that in the event the License Term is longer than 36
@@ -550,30 +556,32 @@ Unless otherwise agreed, The Qt Company shall not be responsible for providing
550any service or support to Customers. 556any service or support to Customers.
551 557
5529. CONFIDENTIALITY 5589. CONFIDENTIALITY
559
553Each Party acknowledges that during the Term of this Agreement each Party may 560Each Party acknowledges that during the Term of this Agreement each Party may
554receive information about the other Party's business, business methods, 561receive information about the other Party's business, business methods,
555business plans, customers, business relations, technology, and other 562business plans, customers, business relations, technology, and other
556information, including the terms of this Agreement, that is confidential and of 563information, including the terms of this Agreement, that is confidential and
557great value to the other Party, and the value of which would be significantly 564of great value to the other Party, and the value of which would be
558reduced if disclosed to third parties ("Confidential Information"). 565significantly reduced if disclosed to third parties ("Confidential
559Accordingly, when a Party (the "Receiving Party") receives Confidential 566Information"). Accordingly, when a Party (the "Receiving Party") receives
560Information from the other Party (the "Disclosing Party"), the Receiving Party 567Confidential Information from the other Party (the "Disclosing Party"), the
561shall only disclose such information to employees and Contractors on a need to 568Receiving Party shall only disclose such information to employees and
562know basis, and shall cause its employees and employees of its Affiliates to: 569Contractors on a need to know basis, and shall cause its employees and
563(i) maintain any and all Confidential Information in confidence; (ii) not 570employees of its Affiliates to: (i) maintain any and all Confidential
564disclose the Confidential Information to a third party without the Disclosing 571Information in confidence; (ii) not disclose the Confidential Information to
565Party's prior written approval; and (iii) not, directly or indirectly, use the 572a third party without the Disclosing Party's prior written approval; and (iii)
566Confidential Information for any purpose other than for exercising its rights 573not, directly or indirectly, use the Confidential Information for any purpose
567and fulfilling its responsibilities pursuant to this Agreement. Each Party 574other than for exercising its rights and fulfilling its responsibilities
568shall take reasonable measures to protect the Confidential Information of the 575pursuant to this Agreement. Each Party shall take reasonable measures to
569other Party, which measures shall not be less than the measures taken by such 576protect the Confidential Information of the other Party, which measures shall
570Party to protect its own confidential and proprietary information. 577not be less than the measures taken by such Party to protect its own
578confidential and proprietary information.
571 579
572Obligation of confidentiality shall not apply to information that (i) is or 580Obligation of confidentiality shall not apply to information that (i) is or
573becomes generally known to the public through no act or omission of the 581becomes generally known to the public through no act or omission of the
574Receiving Party; (ii) was in the Receiving Party's lawful possession prior to 582Receiving Party; (ii) was in the Receiving Party's lawful possession prior
575the disclosure hereunder and was not subject to limitations on disclosure or 583to the disclosure hereunder and was not subject to limitations on disclosure
576use; (iii) is developed independently by employees or Contractors of the 584or use; (iii) is developed independently by employees or Contractors of the
577Receiving Party or other persons working for the Receiving Party who have not 585Receiving Party or other persons working for the Receiving Party who have not
578had access to the Confidential Information of the Disclosing Party, as proven 586had access to the Confidential Information of the Disclosing Party, as proven
579by the written records of the Receiving Party; (iv) is lawfully disclosed to 587by the written records of the Receiving Party; (iv) is lawfully disclosed to
@@ -587,10 +595,11 @@ Information to the minimum extent necessary.
587 595
588The obligations under this Section 9 shall continue to remain in force for a 596The obligations under this Section 9 shall continue to remain in force for a
589period of five (5) years after the last disclosure, and, with respect to trade 597period of five (5) years after the last disclosure, and, with respect to trade
590secrets, for so long as such trade secrets are protected under applicable trade 598secrets, for so long as such trade secrets are protected under applicable
591secret laws. 599trade secret laws.
592 600
59310. FEES, DELIVERY AND PAYMENT 60110. FEES, DELIVERY AND PAYMENT
602
59410.1. License Fees 60310.1. License Fees
595License Fees are described in The Qt Company's standard price list, quote or 604License Fees are described in The Qt Company's standard price list, quote or
596Purchase Order confirmation or in an appendix hereto, as the case may be. 605Purchase Order confirmation or in an appendix hereto, as the case may be.
@@ -600,30 +609,32 @@ for any reason whatsoever.
600 609
60110.2. Ordering Licenses 61010.2. Ordering Licenses
602Licensee may purchase Development Licenses and Distribution Licenses pursuant 611Licensee may purchase Development Licenses and Distribution Licenses pursuant
603to agreed pricing terms or, if no specific pricing terms have been agreed upon, 612to agreed pricing terms or, if no specific pricing terms have been agreed
604at The Qt Company's standard pricing terms applicable at the time of purchase. 613upon, at The Qt Company's standard pricing terms applicable at the time of
605Unless specifically otherwise provided, any pricing terms referenced in this 614purchase. Unless specifically otherwise provided, any pricing terms
606Agreement shall be valid for twelve (12) months from the date of this Agreement. 615referenced in this Agreement shall be valid for twelve (12) months from the
616date of this Agreement.
607 617
608Licensee shall submit all purchase orders for Development Licenses and 618Licensee shall submit all purchase orders for Development Licenses and
609Distribution Licenses to The Qt Company by email or any other method acceptable 619Distribution Licenses to The Qt Company by email or any other method
610to The Qt Company (each such order is referred to herein as a "Purchase Order") 620acceptable to The Qt Company (each such order is referred to herein as a
611for confirmation, whereupon the Purchase Order shall become binding between the 621"Purchase Order") for confirmation, whereupon the Purchase Order shall
612Parties. 622become binding between the Parties.
613 623
61410.3. Distribution License Packs 62410.3. Distribution License Packs
615Unless otherwise agreed, Distribution Licenses shall be purchased by way of 625Unless otherwise agreed, Distribution Licenses shall be purchased by way of
616Distribution License Packs. 626Distribution License Packs.
617 627
618Upon due payment of the ordered Distribution License Pack(s), the Licensee will 628Upon due payment of the ordered Distribution License Pack(s), the Licensee
619have an account of Distribution Licenses available for distributing the 629will have an account of Distribution Licenses available for distributing
620Redistributables in accordance with this Agreement. 630the Redistributables in accordance with this Agreement.
621 631
622Each time Licensee distributes a copy of Redistributables, then one 632Each time Licensee distributes a copy of Redistributables, then one
623Distribution License is used, and Licensee's account of available Distribution 633Distribution License is used, and Licensee's account of available
624Licenses is decreased accordingly.Licensee may distribute copies of the 634Distribution Licenses is decreased accordingly.
625Redistributables so long as Licensee has Distribution Licenses remaining on 635
626its account. 636Licensee may distribute copies of the Redistributables so long as Licensee
637has Distribution Licenses remaining on its account.
627 638
62810.4. Payment Terms 63910.4. Payment Terms
629License Fees and any other charges under this Agreement shall be paid by 640License Fees and any other charges under this Agreement shall be paid by
@@ -639,104 +650,114 @@ balances that remain past due.
639 650
64010.5. Taxes 65110.5. Taxes
641All License Fees and other charges payable hereunder are gross amounts but 652All License Fees and other charges payable hereunder are gross amounts but
642exclusive of any value added tax, use tax, sales tax, withholding tax and other 653exclusive of any value added tax, use tax, sales tax, withholding tax and
643taxes, duties or tariffs ("Taxes") levied directly for the sale, delivery or 654other taxes, duties or tariffs ("Taxes") levied directly for the sale,
644use of Licensed Software hereunder pursuant to any applicable law. Such 655delivery or use of Licensed Software hereunder pursuant to any applicable
645applicable Taxes shall be paid by Licensee to The Qt Company, or, where 656law. Such applicable Taxes shall be paid by Licensee to The Qt Company, or,
646applicable, in lieu of payment of such Taxes to The Qt Company, Licensee shall 657where applicable, in lieu of payment of such Taxes to The Qt Company,
647provide an exemption certificate to The Qt Company and any applicable authority. 658Licensee shall provide an exemption certificate to The Qt Company and any
659applicable authority.
648 660
64911. RECORD-KEEPING AND REPORTING OBLIGATIONS; AUDIT RIGHTS 66111. RECORD-KEEPING AND REPORTING OBLIGATIONS; AUDIT RIGHTS
662
65011.1. Licensee's Record-keeping 66311.1. Licensee's Record-keeping
651Licensee shall at all times during the Term of this Agreement and for a period 664Licensee shall at all times during the Term of this Agreement and for a
652of seven (7) years thereafter maintain Licensee's Records in an accurate and 665period of seven (7) years thereafter maintain Licensee's Records in an
653up-to-date form. Licensee's Records shall be adequate to reasonably enable The 666accurate and up-to-date form. Licensee's Records shall be adequate to
654Qt Company to determine Licensee's compliance with the provisions of this 667reasonably enable The Qt Company to determine Licensee's compliance with
655Agreement. The records shall conform to general good accounting practices. 668the provisions of this Agreement. The records shall conform to general
656 669good accounting practices.
657Licensee shall, within thirty (30) days from receiving The Qt Company's request 670
658to that effect, deliver to The Qt Company a report based on Licensee's Records, 671Licensee shall, within thirty (30) days from receiving The Qt Company's
659such report to contain information, in sufficient detail, on (i) number and 672request to that effect, deliver to The Qt Company a report based on
660identity of users working with Licensed Software or Open Source Qt, (ii) copies 673Licensee's Records, such report to contain information, in sufficient
661of Redistributables distributed by Licensee during the most recent calendar 674detail, on (i) number and identity of users working with Licensed Software
662quarter and/or any other term specified by The Qt Company, (iii) number of 675or Open Source Qt, (ii) copies of Redistributables distributed by Licensee
663undistributed copies of Redistributables and corresponding number of unused 676during the most recent calendar quarter and/or any other term specified by
664Distribution Licenses remaining on Licensee's account, and (iv) any other 677The Qt Company, (iii) number of undistributed copies of Redistributables
665information as The Qt Company may reasonably require from time to time. 678and corresponding number of unused Distribution Licenses remaining on
679Licensee's account, and (iv) any other information as The Qt Company may
680reasonably require from time to time.
666 681
66711.2. The Qt Company's Audit Rights 68211.2. The Qt Company's Audit Rights
668The Qt Company or an independent auditor acting on behalf of The Qt Company's, 683The Qt Company or an independent auditor acting on behalf of The Qt
669may, upon at least five (5) business days' prior written notice and at its 684Company's, may, upon at least five (5) business days' prior written
670expense, audit Licensee with respect to the Licensee's use of the Licensed 685notice and at its expense, audit Licensee with respect to the Licensee's
671Software, but not more frequently than once during each 6-month period. Such 686use of the Licensed Software, but not more frequently than once during
672audit may be conducted by mail, electronic means or through an in-person visit 687each 6-month period. Such audit may be conducted by mail, electronic means
673to Licensee's place of business. Any such in-person audit shall be conducted 688or through an in-person visit to Licensee's place of business. Any such
674during regular business hours at Licensee's facilities and shall not 689in-person audit shall be conducted during regular business hours at
675unreasonably interfere with Licensee's business activities. The Qt Company or 690Licensee's facilities and shall not unreasonably interfere with Licensee's
676the independent auditor acting on behalf of The Qt Company shall be entitled to 691usiness activities. The Qt Company or the independent auditor acting on
677inspect Licensee's Records and conduct necessary interviews of Licensee's 692behalf of The Qt Company shall be entitled to inspect Licensee's Records
678relevant employees and Contractors. All such Licensee's Records and use thereof 693and conduct necessary interviews of Licensee's relevant employees and
679shall be subject to an obligation of confidentiality under this Agreement. 694Contractors. All such Licensee's Records and use thereof shall be subject
680 695to an obligation of confidentiality under this Agreement.
681If an audit reveals that Licensee is using the Licensed Software beyond scope 696
682of the licenses Licensee has paid for, Licensee agrees to pay The Qt Company 697If an audit reveals that Licensee is using the Licensed Software beyond
683any amounts owed for such unauthorized use within 30 days from receipt of the 698scope of the licenses Licensee has paid for, Licensee agrees to pay The Qt
684corresponding invoice from The Qt Company. In addition, in the event the audit 699Company any amounts owed for such unauthorized use within 30 days from
685reveals a material violation of the terms of this Agreement (without 700receipt of the corresponding invoice from The Qt Company.
686limitation, either (i) underpayment of more than 10 % of License Fees or 10,000 701
687euros (whichever is more) or (ii) distribution of products, which include or 702In addition, in the event the audit reveals a material violation of the
688result from Prohibited Combination, shall be deemed a material violation for 703terms of this Agreement (without limitation, either (i) underpayment of
689purposes of this section), then the Licensee shall pay The Qt Company's 704more than 10 % of License Fees or 10,000 euros (whichever is more) or
690reasonable cost of conducting such audit. 705(ii) distribution of products, which include or result from Prohibited
706Combination, shall be deemed a material violation for purposes of this
707section), then the Licensee shall pay The Qt Company's reasonable cost of
708conducting such audit.
691 709
69212. TERM AND TERMINATION 71012. TERM AND TERMINATION
69312.1. Agreement Term 71112.1. Agreement Term
694This Agreement shall enter into force upon due acceptance by both Parties and 712This Agreement shall enter into force upon due acceptance by both
695remain in force for as long as there is any Development License(s) purchased 713Parties and remain in force for as long as there is any Development
696under this Agreement in force ("Term"), unless and until terminated pursuant to 714License(s) purchased under this Agreement in force ("Term"), unless and
697the terms of this Section 12. 715until terminated pursuant to the terms of this Section 12.
698 716
69912.2. Termination and suspension of rights 71712.2. Termination and suspension of rights
700Either Party shall have the right to terminate this Agreement upon thirty (30) 718Either Party shall have the right to terminate this Agreement upon thirty
701days prior written notice if the other Party commits a material breach of any 719(30) days prior written notice if the other Party commits a material
702obligation of this Agreement and fails to remedy such breach within such notice 720breach of any obligation of this Agreement and fails to remedy such breach
703period. 721within such notice period.
704 722
705Instead of termination, The Qt Company shall have the right to suspend or 723Instead of termination, The Qt Company shall have the right to suspend or
706withhold grants of all rights to the Licensed Software hereunder, including but 724withhold grants of all rights to the Licensed Software hereunder,
707not limited to the Development Licenses, Distribution License, and Support, 725including but not limited to the Development Licenses, Distribution
708should Licensee fail to make payment in timely fashion or otherwise violates or 726License, and Support, should Licensee fail to make payment in timely
709is reasonably suspected to violate its obligations or terms of this Agreement, 727fashion or otherwise violates or is reasonably suspected to violate its
710and where such violation or breach is not cured within five (5) business days 728obligations or terms of this Agreement, and where such violation or breach
711following The Qt Company's written notice thereof. 729is not cured within five (5) business days following The Qt Company's
730written notice thereof.
712 731
71312.3. Mutual Right to Terminate 73212.3. Mutual Right to Terminate
714Either Party shall have the right to terminate this Agreement immediately upon 733Either Party shall have the right to terminate this Agreement immediately
715written notice in the event that the other Party becomes insolvent, files for 734upon written notice in the event that the other Party becomes insolvent,
716any form of bankruptcy, makes any assignment for the benefit of creditors, has 735files for any form of bankruptcy, makes any assignment for the benefit of
717a receiver, administrative receiver or officer appointed over the whole or a 736creditors, has a receiver, administrative receiver or officer appointed
718substantial part of its assets, ceases to conduct business, or an act 737over the whole or a substantial part of its assets, ceases to conduct
719equivalent to any of the above occurs under the laws of the jurisdiction of the 738business, or an act equivalent to any of the above occurs under the laws
720other Party. 739of the jurisdiction of the other Party.
721 740
72212.4. Parties´ Rights and Duties upon Termination 74112.4. Parties' Rights and Duties upon Termination
723Upon expiry or termination of the Agreement, Licensee shall cease and shall 742Upon expiry or termination of the Agreement, Licensee shall cease and
724cause all Designated Users (including those of its Affiliates' and 743shall cause all Designated Users (including those of its Affiliates' and
725Contractors') to cease using the Licensed Software and distribution of the 744Contractors') to cease using the Licensed Software and distribution of the
726Redistributables under this Agreement. 745Redistributables under this Agreement.
727 746
728Notwithstanding the above, in the event the Agreement expires or is terminated: 747Notwithstanding the above, in the event the Agreement expires or is terminated:
729 (i) as a result of The Qt Company choosing not to renew the Development 748 (i) as a result of The Qt Company choosing not to renew the Development
730 License(s) as set forth in Section 3.1, then all valid licenses 749 License(s) as set forth in Section 3.1, and where such decision of
731 possessed by the Licensee at such date shall be extended to be 750 non-renewal is not due to any ongoing breach or alleged breach (as
732 valid in perpetuity under the terms of this Agreement and Licensee 751 reasonably determined by The Qt Company) by Licensee of the terms of this
733 is entitled to purchase additional licenses as set forth in 752 Agreement or any applicable license terms of Open Source Qt, then all valid
734 Section 10.2; or 753 licenses possessed by the Licensee at such date shall be extended to be
735 (ii) for reason other than by The Qt Company pursuant to item (i) above 754 valid in perpetuity under the terms of this Agreement and Licensee is
736 or pursuant to Section 12.2, then the Licensee is entitled, for a 755 entitled to purchase additional licenses as set forth in Section 10.2; or
737 period of six (6) months after the effective date of termination, 756 (ii) for reason other than by The Qt Company pursuant to item (i) above
738 to continue distribution of Devices under the Distribution Licenses 757 or pursuant to Section 12.2, then the Licensee is entitled, for a
739 paid but unused at such effective date of termination. 758 period of six (6) months after the effective date of termination,
759 to continue distribution of Devices under the Distribution Licenses
760 paid but unused at such effective date of termination.
740 761
741Upon any such termination the Licensee shall destroy or return to The Qt 762Upon any such termination the Licensee shall destroy or return to The Qt
742Company all copies of the Licensed Software and all related materials and will 763Company all copies of the Licensed Software and all related materials and will
@@ -749,65 +770,66 @@ relieve Licensee of its obligation to pay any License Fees accrued or payable
749to The Qt Company prior to the effective date of termination, and Licensee 770to The Qt Company prior to the effective date of termination, and Licensee
750shall immediately pay to The Qt Company all such fees upon the effective date 771shall immediately pay to The Qt Company all such fees upon the effective date
751of termination. Termination of this Agreement shall not affect any rights of 772of termination. Termination of this Agreement shall not affect any rights of
752Customers to continue use of Applications and Devices (and therein incorporated 773Customers to continue use of Applications and Devices (and therein
753Redistributables). 774incorporated Redistributables).
754 775
75512.5. Extension in case of bankruptcy 77612.5. Extension in case of bankruptcy
756In the event The Qt Company is declared bankrupt under a final, non-cancellable 777In the event The Qt Company is declared bankrupt under a final,
757decision by relevant court of law, and this Agreement is not, at the date of 778non-cancellable decision by relevant court of law, and this Agreement is not,
758expiry of the Development License(s) pursuant to Section 3.1, assigned to 779at the date of expiry of the Development License(s) pursuant to Section 3.1,
759party, who has assumed The Qt Company's position as a legitimate licensor of 780assigned to party, who has assumed The Qt Company's position as a legitimate
760Licensed Software under this Agreement, then all valid licenses possessed by 781licensor of Licensed Software under this Agreement, then all valid licenses
761the Licensee at such date of expiry, and which the Licensee has not notified 782possessed by the Licensee at such date of expiry, and which the Licensee has
762for expiry, shall be extended to be valid in perpetuity under the terms of this 783not notified for expiry, shall be extended to be valid in perpetuity under the
763Agreement. 784terms of this Agreement.
764 785
76513. GOVERNING LAW AND LEGAL VENUE 78613. GOVERNING LAW AND LEGAL VENUE
787
766In the event this Agreement is in the name of The Qt Company Inc., a Delaware 788In the event this Agreement is in the name of The Qt Company Inc., a Delaware
767Corporation, then: 789Corporation, then:
768 (i) this Agreement shall be construed and interpreted in accordance 790 (i) this Agreement shall be construed and interpreted in accordance with
769 with the laws of the State of California, USA, excluding its choice 791 the laws of the State of California, USA, excluding its choice of
770 of law provisions; 792 law provisions;
771 (ii) the United Nations Convention on Contracts for the International 793 (ii) the United Nations Convention on Contracts for the International
772 Sale of Goods will not apply to this Agreement; and 794 Sale of Goods will not apply to this Agreement; and
773 (iii) any dispute, claim or controversy arising out of or relating to 795 (iii) any dispute, claim or controversy arising out of or relating to this
774 this Agreement or the breach, termination, enforcement, 796 Agreement or the breach, termination, enforcement, interpretation or
775 interpretation or validity thereof, including the determination of 797 validity thereof, including the determination of the scope or
776 the scope or applicability of this Agreement to arbitrate, shall 798 applicability of this Agreement to arbitrate, shall be determined by
777 be determined by arbitration in San Francisco, USA, before one 799 arbitration in San Francisco, USA, before one arbitrator. The
778 arbitrator. The arbitration shall be administered by JAMS pursuant 800 arbitration shall be administered by JAMS pursuant to JAMS'
779 to JAMS' Streamlined Arbitration Rules and Procedures. Judgment on 801 Streamlined Arbitration Rules and Procedures. Judgment on the Award
780 the Award may be entered in any court having jurisdiction. This 802 may be entered in any court having jurisdiction. This Section shall
781 Section shall not preclude parties from seeking provisional 803 not preclude parties from seeking provisional remedies in aid of
782 remedies in aid of arbitration from a court of appropriate 804 arbitration from a court of appropriate jurisdiction.
783 jurisdiction.
784 805
785In the event this Agreement is in the name of The Qt Company Ltd., a Finnish 806In the event this Agreement is in the name of The Qt Company Ltd., a Finnish
786Company, then: 807Company, then:
787 (i) this Agreement shall be construed and interpreted in accordance 808 (i) this Agreement shall be construed and interpreted in accordance with
788 with the laws of Finland, excluding its choice of law provisions; 809 the laws of Finland, excluding its choice of law provisions;
789 (ii) the United Nations Convention on Contracts for the International 810 (ii) the United Nations Convention on Contracts for the International
790 Sale of Goods will not apply to this Agreement; and 811 Sale of Goods will not apply to this Agreement; and
791 (iii) any disputes, controversy or claim arising out of or relating to 812 (iii) any disputes, controversy or claim arising out of or relating to
792 this Agreement, or the breach, termination or validity thereof 813 this Agreement, or the breach, termination or validity thereof shall
793 shall be finally settled by arbitration in accordance with the 814 be finally settled by arbitration in accordance with the Arbitration
794 Arbitration Rules of Finland Chamber of Commerce. The arbitration 815 Rules of Finland Chamber of Commerce. The arbitration tribunal shall
795 tribunal shall consist of one (1), or if either Party so requires, 816 consist of one (1), or if either Party so requires, of three (3),
796 of three (3), arbitrators. The award shall be final and binding and 817 arbitrators. The award shall be final and binding and enforceable in
797 enforceable in any court of competent jurisdiction. The arbitration 818 any court of competent jurisdiction. The arbitration shall be held
798 shall be held in Helsinki, Finland and the process shall be 819 in Helsinki, Finland and the process shall be conducted in the
799 conducted in the English language. This Section shall not preclude 820 English language. This Section shall not preclude parties from
800 parties from seeking provisional remedies in aid of arbitration 821 seeking provisional remedies in aid of arbitration from a court of
801 from a court of appropriate jurisdiction. 822 appropriate jurisdiction.
802 823
80314. GENERAL PROVISIONS 82414. GENERAL PROVISIONS
825
80414.1. No Assignment 82614.1. No Assignment
805Except in the case of a merger or sale of substantially all of its corporate 827Except in the case of a merger or sale of substantially all of its corporate
806assets, Licensee shall not be entitled to assign or transfer all or any of its 828assets, Licensee shall not be entitled to assign or transfer all or any of
807rights, benefits and obligations under this Agreement without the prior written 829its rights, benefits and obligations under this Agreement without the prior
808consent of The Qt Company, which shall not be unreasonably withheld or delayed. 830written consent of The Qt Company, which shall not be unreasonably withheld
809The Qt Company shall be entitled to freely assign or transfer any of its 831or delayed. The Qt Company shall be entitled to freely assign or transfer any
810rights, benefits or obligations under this Agreement. 832of its rights, benefits or obligations under this Agreement.
811 833
81214.2. No Third-Party Representations 83414.2. No Third-Party Representations
813Licensee shall make no representations or warranties concerning the Licensed 835Licensee shall make no representations or warranties concerning the Licensed
@@ -821,511 +843,473 @@ survive termination of this Agreement shall so be deemed to survive. Such
821sections include especially the following: 1, 2, 6, 7, 9, 11, 12.4, 13 and 14. 843sections include especially the following: 1, 2, 6, 7, 9, 11, 12.4, 13 and 14.
822 844
82314.4. Entire Agreement 84514.4. Entire Agreement
824This Agreement, the exhibits hereto, the License Certificate and any applicable 846This Agreement, the exhibits hereto, the License Certificate and any
825Purchase Order accepted by The Qt Company constitute the complete agreement 847applicable Purchase Order accepted by The Qt Company constitute the complete
826between the Parties and supersedes all prior or contemporaneous discussions, 848agreement between the Parties and supersedes all prior or contemporaneous
827representations, and proposals, written or oral, with respect to the subject 849discussions, representations, and proposals, written or oral, with respect
828matters discussed herein. 850to the subject matters discussed herein.
829 851
830In the event of any conflict or inconsistency between this Agreement and any 852In the event of any conflict or inconsistency between this Agreement and any
831Purchase Order, the terms of this Agreement will prevail over the terms of the 853Purchase Order, the terms of this Agreement will prevail over the terms of
832Purchase Order with respect to such conflict or inconsistency. 854the Purchase Order with respect to such conflict or inconsistency.
833 855
834Parties specifically acknowledge and agree that this Agreement prevails over 856Parties specifically acknowledge and agree that this Agreement prevails
835any click-to-accept or similar agreements the Designated Users may need to 857over any click-to-accept or similar agreements the Designated Users may
836accept online upon download of the Licensed Software, as may be required by 858need to accept online upon download of the Licensed Software, as may be
837The Qt Company's applicable processes relating to Licensed Software. 859required by The Qt Company's applicable processes relating to Licensed
860Software.
838 861
83914.5. Modifications 86214.5. Modifications
840No modification of this Agreement shall be effective unless contained in a 863No modification of this Agreement shall be effective unless contained in a
841writing executed by an authorized representative of each Party. No term or 864writing executed by an authorized representative of each Party. No term or
842condition contained in Licensee's Purchase Order ("Deviating Terms") shall 865condition contained in Licensee's Purchase Order ("Deviating Terms") shall
843apply unless The Qt Company has expressly agreed such Deviating Terms in 866apply unless The Qt Company has expressly agreed such Deviating Terms in
844writing. Unless and to the extent expressly agreed by The Qt Company, any such 867writing. Unless and to the extent expressly agreed by The Qt Company, any
845Deviating Terms shall be deemed void and with no legal effect. For clarity, 868such Deviating Terms shall be deemed void and with no legal effect. For
846delivery of the Licensed Software following the receipt of the Purchase Order 869clarity, delivery of the Licensed Software following the receipt of the
847including Deviating Terms shall not constitute acceptance of such Deviating 870Purchase Order including Deviating Terms shall not constitute acceptance of
848Terms." 871such Deviating Terms."
849 872
85014.6. Force Majeure 87314.6. Force Majeure
851Except for the payment obligations hereunder, neither Party shall be liable to 874Except for the payment obligations hereunder, neither Party shall be liable
852the other for any delay or non-performance of its obligations hereunder in the 875to the other for any delay or non-performance of its obligations hereunder
853event and to the extent that such delay or non-performance is due to an event 876in the event and to the extent that such delay or non-performance is due to
854of act of God, terrorist attack or other similar unforeseeable catastrophic 877an event of act of God, terrorist attack or other similar unforeseeable
855event that prevents either Party for fulfilling its obligations under this 878catastrophic event that prevents either Party for fulfilling its
856Agreement and which such Party cannot avoid or circumvent ("Force Majeure 879obligations under this Agreement and which such Party cannot avoid or
857Event"). If the Force Majeure Event results in a delay or non-performance of a 880circumvent ("Force Majeure Event"). If the Force Majeure Event results in
858Party for a period of three (3) months or longer, then either Party shall have 881a delay or non-performance of a Party for a period of three (3) months or
859the right to terminate this Agreement with immediate effect without any 882longer, then either Party shall have the right to terminate this Agreement
860liability (except for the obligations of payment arising prior to the event of 883with immediate effect without any liability (except for the obligations of
861Force Majeure) towards the other Party. 884payment arising prior to the event of Force Majeure) towards the other
885Party.
862 886
86314.7. Notices 88714.7. Notices
864Any notice given by one Party to the other shall be deemed properly given and 888Any notice given by one Party to the other shall be deemed properly given
865deemed received if specifically acknowledged by the receiving Party in writing 889and deemed received if specifically acknowledged by the receiving Party in
866or when successfully delivered to the recipient by hand, fax, or special 890writing or when successfully delivered to the recipient by hand, fax, or
867courier during normal business hours on a business day to the addresses 891special courier during normal business hours on a business day to the
868specified for each Party on the signature page. Each communication and document 892addresses specified for each Party on the signature page. Each
869made or delivered by one Party to the other Party pursuant to this Agreement 893communication and document made or delivered by one Party to the other
870shall be in the English language. 894Party pursuant to this Agreement shall be in the English language.
871 895
87214.8. Export Control 89614.8. Export Control
873Licensee acknowledges that the Redistributables, as incorporated in 897Licensee acknowledges that the Redistributables, as incorporated in
874Applications or Devices, may be subject to export control restrictions under 898Applications or Devices, may be subject to export control restrictions
875the applicable laws of respective countries. Licensee shall fully comply with 899under the applicable laws of respective countries. Licensee shall fully
876all applicable export license restrictions and requirements as well as with all 900comply with all applicable export license restrictions and requirements
877laws and regulations relating to the Redistributables and exercise of licenses 901as well as with all laws and regulations relating to the Redistributables
878hereunder and shall procure all necessary governmental authorizations, 902and exercise of licenses hereunder and shall procure all necessary
879including without limitation, all necessary licenses, approvals, permissions or 903governmental authorizations, including without limitation, all necessary
880consents, where necessary for the re-exportation of the Redistributables, 904licenses, approvals, permissions or consents, where necessary for the
881Applications and/or Devices. 905re-exportation of the Redistributables, Applications and/or Devices.
882 906
88314.9. No Implied License 90714.9. No Implied License
884There are no implied licenses or other implied rights granted under this 908There are no implied licenses or other implied rights granted under
885Agreement, and all rights, save for those expressly granted hereunder, shall 909this Agreement, and all rights, save for those expressly granted hereunder,
886remain with The Qt Company and its licensors. In addition, no licenses or 910shall remain with The Qt Company and its licensors. In addition, no licenses
887immunities are granted to the combination of the Licensed Software with any 911or immunities are granted to the combination of the Licensed Software with
888other software or hardware not delivered by The Qt Company under this Agreement. 912any other software or hardware not delivered by The Qt Company under this
913Agreement.
889 914
89014.10. Attorney Fees 91514.10. Attorney Fees
891The prevailing Party in any action to enforce this Agreement shall be entitled 916The prevailing Party in any action to enforce this Agreement shall be
892to recover its attorney's fees and costs in connection with such action. 917entitled to recover its attorney's fees and costs in connection with such
918action.
893 919
89414.11. Privacy 92014.11. Privacy
895Licensee acknowledges and agrees that for the purpose of this Agreement, The Qt 921Licensee acknowledges and agrees that for the purpose of this Agreement,
896Company may collect, use, transfer and disclose personal data pertaining to 922The Qt Company may collect, use, transfer and disclose personal data
897Designated Users as well as any other employees and directors of the Licensee 923pertaining to Designated Users as well as any other employees and directors
898and its Contractors relevant for carrying out the intent of this Agreement. 924of the Licensee and its Contractors relevant for carrying out the intent of
899Such personal data may be collected from the Licensee or directly from the 925this Agreement. Such personal data may be collected from the Licensee or
900relevant individuals. The Parties acknowledge that with regard to such personal 926directly from the relevant individuals. The Parties acknowledge that with
901data processed hereunder, The Qt Company shall be regarded as the Data 927regard to such personal data processed hereunder, The Qt Company shall be
902Controller under the applicable Data Protection Legislation. The Qt Company 928regarded as the Data Controller under the applicable Data Protection
903shall process any such personal data in accordance with its privacy policies 929Legislation. The Qt Company shall process any such personal data in
904and practices, which will comply with all applicable requirements of the Data 930accordance with its privacy policies and practices, which will comply with
905Protection Legislation. 931all applicable requirements of the Data Protection Legislation.
906 932
90714.12. Severability 93314.12. Severability
908If any provision of this Agreement shall be adjudged by any court of competent 934If any provision of this Agreement shall be adjudged by any court of
909jurisdiction to be unenforceable or invalid, that provision shall be limited or 935competent jurisdiction to be unenforceable or invalid, that provision shall
910eliminated to the minimum extent necessary so that this Agreement shall 936be limited or eliminated to the minimum extent necessary so that this
911otherwise remain in full force and effect and enforceable. 937Agreement shall otherwise remain in full force and effect and enforceable.
912
913
914 938
915APPENDICES 939APPENDICES
916The Agreement includes Appendix 1, and possibly one or more of the appendices
9173-5, depending on the product(s) purchased by the Licensee, what is stated in
918the quote or invoice, and/or what is stated in the Licensee's License
919Certificate.
920 940
941The Agreement includes Appendix 1, and possibly one or more of the
942appendices 3-5, depending on the product(s) purchased by the Licensee,
943what is stated in the quote or invoice, and/or what is stated in the
944Licensee's License Certificate.
921 945
922APPENDIX 1 946APPENDIX 1
923The modules and/or tools that are included in the respective product - Qt for 947
924Application Development (QtAD), Qt for Device Creation (QtDC), Qt for MCUs 948The modules and/or tools that are included in the respective product - Qt
925(QtMCU), Qt 3D Studio (Qt3DS) and Qt Design Studio (QtDS) - are marked with 'X' 949for Application Development (QtAD), Qt for Device Creation (QtDC), Qt for
926in the below table. 950MCUs (QtMCU), Qt 3D Studio (Qt3DS) and Qt Design Studio (QtDS) - are
927 951marked with 'X' in the below table. The modules and tools are ported to Qt 6
928Parts of the product that are permitted for distribution in object-code form 952in stages and are subject to availability.
929only ("Redistributables") are marked with 'R' in the below table. 953
930 954Parts of the product that are permitted for distribution in object-code
931Modules/Tools | QtAD | QtDC | QtMCU | Qt3DS | QtDS 955form only ("Redistributables") are marked with 'R' in the below table.
932------------------------------------------------------------------------------- 956
933Qt Core | X,R | X,R | | | 957+-----------------------------------------------------------------------+
934------------------------------------------------------------------------------- 958| Modules / Tools | QtAD | QtDC | QtMCU | Qt3DS | QtDS |
935Qt GUI | X,R | X,R | | | 959+-----------------------------------------------------------------------+
936------------------------------------------------------------------------------- 960| Qt Core | X, R | X, R | | | |
937Qt Multimedia | X,R | X,R | | | 961+-----------------------------------------------------------------------+
938------------------------------------------------------------------------------- 962| Qt GUI | X, R | X, R | | | |
939Qt Multimedia Widgets | X,R | X,R | | | 963+-----------------------------------------------------------------------+
940------------------------------------------------------------------------------- 964| Qt Multimedia | X, R | X, R | | | |
941Qt Network | X,R | X,R | | | 965+-----------------------------------------------------------------------+
942------------------------------------------------------------------------------- 966| Qt Multimedia Widgets | X, R | X, R | | | |
943Qt QML | X,R | X,R | | | 967+-----------------------------------------------------------------------+
944------------------------------------------------------------------------------- 968| Qt Network | X, R | X, R | | | |
945Qt Quick | X,R | X,R | | | 969+-----------------------------------------------------------------------+
946------------------------------------------------------------------------------- 970| Qt PDF | X, R | X, R | | | |
947Qt Quick Controls 2 | X,R | X,R | | | 971+-----------------------------------------------------------------------+
948------------------------------------------------------------------------------- 972| Qt QML | X, R | X, R | | | |
949Qt Quick Dialogs | X,R | X,R | | | 973+-----------------------------------------------------------------------+
950------------------------------------------------------------------------------- 974| Qt Quick | X, R | X, R | | | |
951Qt Quick Layouts | X,R | X,R | | | 975+-----------------------------------------------------------------------+
952------------------------------------------------------------------------------- 976| Qt Quick Controls 2 | X, R | X, R | | | |
953Qt Quick Test | X,R | X,R | | | 977+-----------------------------------------------------------------------+
954------------------------------------------------------------------------------- 978| Qt Quick Dialogs | X, R | X, R | | | |
955Qt SQL | X,R | X,R | | | 979+-----------------------------------------------------------------------+
956------------------------------------------------------------------------------- 980| Qt Quick Layouts | X, R | X, R | | | |
957Qt Test | X,R | X,R | | | 981+-----------------------------------------------------------------------+
958------------------------------------------------------------------------------- 982| Qt Quick Test | X, R | X, R | | | |
959Qt Widgets | X,R | X,R | | | 983+-----------------------------------------------------------------------+
960------------------------------------------------------------------------------- 984| Qt SQL | X, R | X, R | | | |
961Active Qt | X,R | X,R | | | 985+-----------------------------------------------------------------------+
962------------------------------------------------------------------------------- 986| Qt Test | X, R | X, R | | | |
963Qt 3D | X,R | X,R | | | 987+-----------------------------------------------------------------------+
964------------------------------------------------------------------------------- 988| Qt Widgets | X, R | X, R | | | |
965Qt Android Extras | X,R | X,R | | | 989+-----------------------------------------------------------------------+
966------------------------------------------------------------------------------- 990| Active Qt | X, R | X, R | | | |
967Qt Bluetooth | X,R | X,R | | | 991+-----------------------------------------------------------------------+
968------------------------------------------------------------------------------- 992| Qt 3D | X, R | X, R | | | |
969Qt Canvas 3D | X,R | X,R | | | 993+-----------------------------------------------------------------------+
970------------------------------------------------------------------------------- 994| Qt Android Extras | X, R | X, R | | | |
971Qt Concurrent | X,R | X,R | | | 995+-----------------------------------------------------------------------+
972------------------------------------------------------------------------------- 996| Qt Bluetooth | X, R | X, R | | | |
973Qt D-Bus | X,R | X,R | | | 997+-----------------------------------------------------------------------+
974------------------------------------------------------------------------------- 998| Qt Canvas 3D | X, R | X, R | | | |
975Qt Gamepad | X,R | X,R | | | 999+-----------------------------------------------------------------------+
976------------------------------------------------------------------------------- 1000| Qt Concurrent | X, R | X, R | | | |
977Qt Graphical Effects | X,R | X,R | | | 1001+-----------------------------------------------------------------------+
978------------------------------------------------------------------------------- 1002| Qt D-Bus | X, R | X, R | | | |
979Qt Help | X,R | X,R | | | 1003+-----------------------------------------------------------------------+
980------------------------------------------------------------------------------- 1004| Qt Gamepad | X, R | X, R | | | |
981Qt Image Formats | X,R | X,R | | | 1005+-----------------------------------------------------------------------+
982------------------------------------------------------------------------------- 1006| Qt Graphical Effects | X, R | X, R | | | |
983Qt Location | X,R | X,R | | | 1007+-----------------------------------------------------------------------+
984------------------------------------------------------------------------------- 1008| Qt Help | X, R | X, R | | | |
985Qt Mac Extras | X,R | X,R | | | 1009+-----------------------------------------------------------------------+
986------------------------------------------------------------------------------- 1010| Qt Image Formats | X, R | X, R | | | |
987Qt Network Authorization | X,R | X,R | | | 1011+-----------------------------------------------------------------------+
988------------------------------------------------------------------------------- 1012| Qt Location | X, R | X, R | | | |
989Qt NFC | X,R | X,R | | | 1013+-----------------------------------------------------------------------+
990------------------------------------------------------------------------------- 1014| Qt Mac Extras | X, R | X, R | | | |
991Qt Platform Headers | X,R | X,R | | | 1015+-----------------------------------------------------------------------+
992------------------------------------------------------------------------------- 1016| Qt Network Authorization | X, R | X, R | | | |
993Qt Positioning | X,R | X,R | | | 1017+-----------------------------------------------------------------------+
994------------------------------------------------------------------------------- 1018| Qt NFC | X, R | X, R | | | |
995Qt Print Support | X,R | X,R | | | 1019+-----------------------------------------------------------------------+
996------------------------------------------------------------------------------- 1020| Qt Platform Headers | X, R | X, R | | | |
997Qt Purchasing | X,R | X,R | | | 1021+-----------------------------------------------------------------------+
998------------------------------------------------------------------------------- 1022| Qt Positioning | X, R | X, R | | | |
999Qt for Python | X,R | X,R | | | 1023+-----------------------------------------------------------------------+
1000------------------------------------------------------------------------------- 1024| Qt Print Support | X, R | X, R | | | |
1001Qt Quick Controls | X,R | X,R | | | 1025+-----------------------------------------------------------------------+
1002------------------------------------------------------------------------------- 1026| Qt Purchasing | X, R | X, R | | | |
1003Qt Quick Extras | X,R | X,R | | | 1027+-----------------------------------------------------------------------+
1004------------------------------------------------------------------------------- 1028| Qt for Python | X, R | X, R | | | |
1005Qt Quick Widgets | X,R | X,R | | | 1029+-----------------------------------------------------------------------+
1006------------------------------------------------------------------------------- 1030| Qt Quick Controls | X, R | X, R | | | |
1007Qt SCXML | X,R | X,R | | | 1031+-----------------------------------------------------------------------+
1008------------------------------------------------------------------------------- 1032| Qt Quick Extras | X, R | X, R | | | |
1009Qt Sensors | X,R | X,R | | | 1033+-----------------------------------------------------------------------+
1010------------------------------------------------------------------------------- 1034| Qt Quick Widgets | X, R | X, R | | | |
1011Qt Serial Bus | X,R | X,R | | | 1035+-----------------------------------------------------------------------+
1012------------------------------------------------------------------------------- 1036| Qt SCXML | X, R | X, R | | | |
1013Qt Serial Port | X,R | X,R | | | 1037+-----------------------------------------------------------------------+
1014------------------------------------------------------------------------------- 1038| Qt Sensors | X, R | X, R | | | |
1015Qt Speech | X,R | X,R | | | 1039+-----------------------------------------------------------------------+
1016------------------------------------------------------------------------------- 1040| Qt Serial Bus | X, R | X, R | | | |
1017Qt SVG | X,R | X,R | | | 1041+-----------------------------------------------------------------------+
1018------------------------------------------------------------------------------- 1042| Qt Serial Port | X, R | X, R | | | |
1019Qt UI Tools | X,R | X,R | | | 1043+-----------------------------------------------------------------------+
1020------------------------------------------------------------------------------- 1044| Qt Speech | X, R | X, R | | | |
1021Qt WebChannel | X,R | X,R | | | 1045+-----------------------------------------------------------------------+
1022------------------------------------------------------------------------------- 1046| Qt SVG | X, R | X, R | | | |
1023Qt WebEngine | X,R | X,R | | | 1047+-----------------------------------------------------------------------+
1024------------------------------------------------------------------------------- 1048| Qt UI Tools | X, R | X, R | | | |
1025Qt WebSockets | X,R | X,R | | | 1049+-----------------------------------------------------------------------+
1026------------------------------------------------------------------------------- 1050| Qt WebChannel | X, R | X, R | | | |
1027Qt WebView | X,R | X,R | | | 1051+-----------------------------------------------------------------------+
1028------------------------------------------------------------------------------- 1052| Qt WebEngine | X, R | X, R | | | |
1029Qt Windows Extras | X,R | X,R | | | 1053+-----------------------------------------------------------------------+
1030------------------------------------------------------------------------------- 1054| Qt WebSockets | X, R | X, R | | | |
1031Qt X11 Extras | X,R | X,R | | | 1055+-----------------------------------------------------------------------+
1032------------------------------------------------------------------------------- 1056| Qt WebView | X, R | X, R | | | |
1033Qt XML | X,R | X,R | | | 1057+-----------------------------------------------------------------------+
1034------------------------------------------------------------------------------- 1058| Qt Windows Extras | X, R | X, R | | | |
1035Qt XML Patterns | X,R | X,R | | | 1059+-----------------------------------------------------------------------+
1036------------------------------------------------------------------------------- 1060| Qt X11 Extras | X, R | X, R | | | |
1037Qt Wayland Compositor | X,R | X,R | | | 1061+-----------------------------------------------------------------------+
1038------------------------------------------------------------------------------- 1062| Qt XML | X, R | X, R | | | |
1039Qt Charts | X,R | X,R | | | 1063+-----------------------------------------------------------------------+
1040------------------------------------------------------------------------------- 1064| Qt XML Patterns | X, R | X, R | | | |
1041Qt Data Visualization | X,R | X,R | | | 1065+-----------------------------------------------------------------------+
1042------------------------------------------------------------------------------- 1066| Qt Wayland Compositor | X, R | X, R | | | |
1043Qt Virtual Keyboard | X,R | X,R | | | 1067+-----------------------------------------------------------------------+
1044------------------------------------------------------------------------------- 1068| Qt Charts | X, R | X, R | | | |
1045Boot 2 Qt stack | | X,R | | | 1069+-----------------------------------------------------------------------+
1046------------------------------------------------------------------------------- 1070| Qt Data Visualization | X, R | X, R | | | |
1047Qt OTA | | X,R | | | 1071+-----------------------------------------------------------------------+
1048------------------------------------------------------------------------------- 1072| Qt Virtual Keyboard | X, R | X, R | | | |
1049Device Utilities | | X,R | | | 1073+-----------------------------------------------------------------------+
1050------------------------------------------------------------------------------- 1074| Boot 2 Qt stack | | X, R | | | |
1051Qt Debugging Bridge (QDB) Daemon | | X,R | | | 1075+-----------------------------------------------------------------------+
1052------------------------------------------------------------------------------- 1076| Qt OTA | | X, R | | | |
1053Qt Quick Ultralite Controls | | | X,R | | 1077+-----------------------------------------------------------------------+
1054------------------------------------------------------------------------------- 1078| Device Utilities | | X, R | | | |
1055Qt Quick Ultralite | | | X,R | | 1079+-----------------------------------------------------------------------+
1056------------------------------------------------------------------------------- 1080| Qt Debugging Bridge (QDB) Daemon | | X, R | | | |
1057Qt Creator | X | X | X | | 1081+-----------------------------------------------------------------------+
1058------------------------------------------------------------------------------- 1082| Qt Quick Ultralite Controls | | | X, R | | |
1059Qt Designer (Qt Widget Designer) | X | X | | | 1083+-----------------------------------------------------------------------+
1060------------------------------------------------------------------------------- 1084| Qt Quick Ultralite | | | X, R | | |
1061Qt Quick Designer (Qt Creator plugin) | X | X | X | | 1085+-----------------------------------------------------------------------+
1062------------------------------------------------------------------------------- 1086| Qt Creator | X | X | X | | |
1063Qt Linguist | X | X | X | | 1087+-----------------------------------------------------------------------+
1064------------------------------------------------------------------------------- 1088| Qt Designer (Qt Widget Designer) | X | X | | | |
1065Qt Assistant | X | X | X | | 1089+-----------------------------------------------------------------------+
1066------------------------------------------------------------------------------- 1090| Qt Quick Designer (Qt Creator | X, R | X, R | X, R | | |
1067lupdate | X | X | X | | 1091| plugin) | | | | | |
1068------------------------------------------------------------------------------- 1092+-----------------------------------------------------------------------+
1069lrelease | X | X | X | | 1093| Qt Linguist | X, R | X, R | X, R | | |
1070------------------------------------------------------------------------------- 1094+-----------------------------------------------------------------------+
1071qmake | X | X | | | 1095| Qt Assistant | X, R | X, R | X, R | | |
1072------------------------------------------------------------------------------- 1096+-----------------------------------------------------------------------+
1073uic | X | X | | | 1097| Lupdate | X, R | X, R | X, R | | |
1074------------------------------------------------------------------------------- 1098+-----------------------------------------------------------------------+
1075rcc | X | X | | | 1099| Lrelease | X, R | X, R | X, R | | |
1076------------------------------------------------------------------------------- 1100+-----------------------------------------------------------------------+
1077qlalr | X | X | | | 1101| Qmake | X | X | | | |
1078------------------------------------------------------------------------------- 1102+-----------------------------------------------------------------------+
1079qdoc | X | X | | | 1103| Uic | X | X | | | |
1080------------------------------------------------------------------------------- 1104+-----------------------------------------------------------------------+
1081qmlscene | X | X | | | 1105| Rcc | X | X | | | |
1082------------------------------------------------------------------------------- 1106+-----------------------------------------------------------------------+
1083qmlviewer | X | X | | | 1107| Qlalr | X | X | | | |
1084------------------------------------------------------------------------------- 1108+-----------------------------------------------------------------------+
1085Target toolchains | | X | X | | 1109| Qdoc | X | X | | | |
1086------------------------------------------------------------------------------- 1110+-----------------------------------------------------------------------+
1087Qt Debugging Bridge (QDB) Host Tools | | X | | | 1111| Qmlscene | X | X | | | |
1088------------------------------------------------------------------------------- 1112+-----------------------------------------------------------------------+
1089qtconfig-gui | | X | | | 1113| Qmlviewer | X | X | | | |
1090------------------------------------------------------------------------------- 1114+-----------------------------------------------------------------------+
1091Qt Emulator | | X | | | 1115| Target toolchains | | X | X | | |
1092------------------------------------------------------------------------------- 1116+-----------------------------------------------------------------------+
1093qmlinterfacegenerator | | | X | | 1117| Qt Debugging Bridge (QDB) Host | | X | | | |
1094------------------------------------------------------------------------------- 1118| Tools | | | | | |
1095qmltocpp | | | X | | 1119+-----------------------------------------------------------------------+
1096------------------------------------------------------------------------------- 1120| qtconfig-gui | | X | | | |
1097qulfontcompiler | | | X | | 1121+-----------------------------------------------------------------------+
1098------------------------------------------------------------------------------- 1122| Qt Emulator | | X | | | |
1099Qt53DStudioRuntime2 | | | | X,R | 1123+-----------------------------------------------------------------------+
1100------------------------------------------------------------------------------- 1124| Qmlinterfacegenerator | | | X | | |
1101Qt 3D Studio | | | | X | 1125+-----------------------------------------------------------------------+
1102------------------------------------------------------------------------------- 1126| Qmltocpp | | | X | | |
1103Qt Design Studio | | | | | X 1127+-----------------------------------------------------------------------+
1104------------------------------------------------------------------------------- 1128| qulfontcompiler | | | X | | |
1129+-----------------------------------------------------------------------+
1130| Qt53DStudioRuntime2 | | | | X, R | |
1131+-----------------------------------------------------------------------+
1132| Qt 3D Studio | | | | X | |
1133+-----------------------------------------------------------------------+
1134| Qt Design Studio | | | | | X |
1135+-----------------------------------------------------------------------+
1105 1136
1106 1137
1107APPENDIX 3: ADDITIONS TO LICENSED SOFTWARE 1138APPENDIX 3: ADDITIONS TO LICENSED SOFTWARE
1139
1108In addition to what is provided under the definition of the Licensed Software, 1140In addition to what is provided under the definition of the Licensed Software,
1109Parties agree that Licensed Software shall also include the Add-On Products of 1141Parties agree that Licensed Software shall also include the Add-On Products of
1110The Qt Company, as mentioned in this Appendix, if included in the 1142The Qt Company, as mentioned in this Appendix, if included in the quote /
1111quote / invoice. 1143invoice.
1112 1144
1113The Modules and/or Tools of the Licensed Software that are included with each 1145The Modules and/or Tools of the Licensed Software that are included with each
1114Add-On Product respectively are marked with 'X' in the below table. Parts of 1146Add-On Product respectively are marked with 'X' in the below table. The modules
1115the respective Add-On Product that are permitted for distribution in 1147are ported to Qt 6 in stages and are subject to availability.
1148
1149Parts of the respective Add-On Product that are permitted for distribution in
1116object-code form only ("Redistributables") are marked with 'R' in the below 1150object-code form only ("Redistributables") are marked with 'R' in the below
1117table. 1151table.
1118 1152
1119------------------------------------------------------------------------------- 1153+------------------------------------------------------------------------------------------------+
1120 | Add-On Product(s) 1154| | Add-On Product(s) |
1121Modules / |------------------------------------------------------------------ 1155| +--------------------------------------------------------------------------+
1122Tools of |Qt for |Qt |Qt Safe |Qt |Qt |Qt 1156| Modules / Tools of | Qt for | Qt | Qt | Qt | Qt | Qt |
1123Licensed |Automation |Automotive |Renderer |Application|Gammaray |Deployment 1157| Licensed Software | Automation | Automotive | Safe | Application | GammaRay | Deployment |
1124Software | |Suite | |Manager | |Platform 1158| | / Qt M2M | Suite | Renderer | Manager | | Platform |
1125 | | | | | |Package 1159| | Protocols | | | | | Package |
1126------------------------------------------------------------------------------- 1160+------------------------------------------------------------------------------------------------+
1127Qt MQTT | X,R | | | | | 1161| Qt MQTT | X, R | | | | | |
1128------------------------------------------------------------------------------- 1162+------------------------------------------------------------------------------------------------+
1129Qt KNX | X,R | | | | | 1163| Qt KNX | X, R | | | | | |
1130------------------------------------------------------------------------------- 1164+------------------------------------------------------------------------------------------------+
1131Qt OPC UA | X,R | | | | | 1165| Qt OPC UA | X, R | | | | | |
1132------------------------------------------------------------------------------- 1166+------------------------------------------------------------------------------------------------+
1133Qt CoAP | X,R | | | | | 1167| Qt CoAP | X, R | | | | | |
1134------------------------------------------------------------------------------- 1168+------------------------------------------------------------------------------------------------+
1135Qt Safe | | X,R | X,R | | | 1169| Qt Safe Renderer | | X, R | X, R | | | |
1136Renderer | | | | | | 1170+------------------------------------------------------------------------------------------------+
1137------------------------------------------------------------------------------- 1171| Qt Application | | X, R | | X, R | | |
1138Qt | | | | | | 1172| Manager | | | | | | |
1139Application | | X,R | | X,R | | 1173+------------------------------------------------------------------------------------------------+
1140Manager | | | | | | 1174| Qt IVI | | X, R | | | | |
1141------------------------------------------------------------------------------- 1175+------------------------------------------------------------------------------------------------+
1142Qt IVI | | X,R | | | | 1176| Reference UI | | X, R | | | | |
1143------------------------------------------------------------------------------- 1177+------------------------------------------------------------------------------------------------+
1144Reference UI| | X,R | | | | 1178| Qt GENIVI Extras | | X, R | | | | |
1145------------------------------------------------------------------------------- 1179+------------------------------------------------------------------------------------------------+
1146Qt GENIVI | | X,R | | | | 1180| QML Live | | X | | | | |
1147Extras | | | | | | 1181+------------------------------------------------------------------------------------------------+
1148------------------------------------------------------------------------------- 1182| Qt Creator | | X | | | | |
1149QML Live | | X | | | | 1183| Deployment | | | | | | |
1150------------------------------------------------------------------------------- 1184+------------------------------------------------------------------------------------------------+
1151Qt Creator | | X | | | | 1185| Qt Creator Plugin | | X | | X | | |
1152Deployment | | | | | | 1186| for Qt Application Manager | | | | | |
1153------------------------------------------------------------------------------- 1187+------------------------------------------------------------------------------------------------+
1154Qt Creator | | | | | | 1188| Qt Automotive Suite | | X | | | | |
1155Plugin for | | | | | | 1189| Deployment Server | | | | | | |
1156Qt | | X | | X | | 1190+------------------------------------------------------------------------------------------------+
1157Application | | | | | | 1191| Qt Design Studio | | X | | | | |
1158Manager | | | | | | 1192+------------------------------------------------------------------------------------------------+
1159------------------------------------------------------------------------------- 1193| Qt 3D Studio | | X | | | | |
1160Qt | | | | | | 1194+------------------------------------------------------------------------------------------------+
1161Automotive | | | | | | 1195| GammaRay | | X | | | X | |
1162Suite | | X | | | | 1196+------------------------------------------------------------------------------------------------+
1163Deployment | | | | | | 1197| Platform adaptations| | | | | | X |
1164Server | | | | | | 1198| for specified | | | | | |
1165------------------------------------------------------------------------------- 1199| Deployment Platforms | | | | | |
1166Qt Design | | X | | | | 1200+------------------------------------------------------------------------------------------------+
1167Studio | | | | | | 1201| Qt for Device | | X | | | | |
1168------------------------------------------------------------------------------- 1202| Creation | | | | | | |
1169Qt 3D Studio| | X | | | | 1203+------------------------------------------------------------------------------------------------+
1170------------------------------------------------------------------------------- 1204
1171GammaRay | | X | | | X |
1172-------------------------------------------------------------------------------
1173Platform | | | | | |
1174adaptations | | | | | |
1175for | | | | | | X
1176specified | | | | | |
1177Deployment | | | | | |
1178Platforms | | | | | |
1179-------------------------------------------------------------------------------
1180Qt for | | | | | |
1181Device | | X | | | |
1182Creation | | | | | |
1183-------------------------------------------------------------------------------
1184 1205
1185All the above Redistributables are subject to applicable provisions and 1206All the above Redistributables are subject to applicable provisions and
1186limitations including but not limited to what is defined in section 3 of the 1207limitations including but not limited to what is defined in section 3 of the
1187Agreement. 1208Agreement.
1188 1209
1189
1190APPENDIX 4: SMALL BUSINESS AND STARTUP 1210APPENDIX 4: SMALL BUSINESS AND STARTUP
1191The provisions of this Appendix 4 are applicable for Start-up Companies and for
1192the Evaluation Term.For the purpose of this Appendix 4, the following
1193additional definitions shall be applicable:
1194
1195"Trial Term" shall mean a period of twelve (12) months.
1196
1197"Start-up Company" means a company with a maximum annual revenue, including
1198funding, equivalent to 100,000 USD (in applicable currency) during a respective
1199calendar year, as evidenced by duly audited records of the Licensee and
1200approved by The Qt Company.
1201
1202During the Trial Term, Section 3 shall apply with following modifications
1203("Trial Term Modifications"):
1204 (i) Licenses granted under Sections 3.1 and 3.2 shall be free of any
1205 charge. For clarity, License for distribution of Devices pursuant
1206 to Section 3.3 is subject to applicable License Fee for necessary
1207 Distribution Licenses;
1208 (ii) Development License under Section 3.1 is limited to a maximum of
1209 three (3) Designated Users; and
1210 (iii) Support is available subject to availability, as judged by The Qt
1211 Company at its free and absolute discretion, provided that support
1212 will be limited to a maximum of ten (10) tickets during the Trial
1213 Term.
1214
1215Upon expiry of the Trial Term:
1216 (a) This Appendix 4 is terminated, Trial Term Modifications cease to
1217 remain in force, Licensee's Development Licenses shall be
1218 automatically converted into licenses subject to a License Fee (in
1219 the amount specified in the quote or in Appendix 2 and payable with
1220 a 30-day payment term) and Licensee's rights and obligations under
1221 this Agreement shall continue to remain in force under the standard
1222 provisions of the Agreement, unless the Licensee notifies The Qt
1223 Company in writing no less than ninety (90) days before such expiry
1224 date that Licensee does not agree to such continuance, in which
1225 event the Agreement, and all rights of the Licensee thereunder,
1226 shall expire; provided however that
1227 (b) in the event the Licensee still qualifies as a Start-up Company,
1228 the Licensee has an option ("Option"), instead of what is stated in
1229 item a) above, to renew the Trial Term. Renewal is limited to one
1230 time, and the total duration of Trial Term is thus 24 months after
1231 the effective date. Licensee shall notify The Qt Company in
1232 writing, no less than ninety (90) days before the expiry date, if
1233 Licensee wish to exercise the Option.
1234 1211
1212The provisions of this Appendix 4 are applicable for companies with an annual
1213revenue, including funding, equivalent to maximum of 250,000 USD (in
1214applicable currency) during the latest full calendar year, as evidenced by
1215duly audited records of the Licensee and approved by The Qt Company
1216("Start-up Company").
1217
1218Start-up Companies are qualified for a discounted License Fee for maximum of
1219four (4) Development Licenses ("Start-up Development License") unless
1220otherwise agreed between the parties.
1221
1222Start-up Development License entitles the respective Designated User for
1223Support only for installation related issues.
1224
1225Upon expiry of the respective License Term, the Start-up Development
1226Licenses shall be automatically extended, pursuant to Section 3.1 of the
1227Agreement, for a Renewal Term either as new Start-up Development Licenses
1228(if the Licensee still qualifies as a Start-up Company), or as normal
1229Development Licenses (if the Licensee no longer qualifies as a Start-up
1230ompany).
1235 1231
1236APPENDIX 5: NON-COMMERCIAL USE 1232APPENDIX 5: NON-COMMERCIAL USE
1237The provisions of this Appendix 5 are applicable for non-commercial use of the 1233The provisions of this Appendix 5 are applicable for non-commercial use of
1238Licensed Software by the Licensee. 1234the Licensed Software by the Licensee.
1239 1235
1240For the purpose of this Appendix 5, the following additional definitions 1236For the purpose of this Appendix 5, the following additional definitions
1241(replacing the relevant definition of the Agreement, where applicable) shall be 1237(replacing the relevant definition of the Agreement, where applicable)
1242applicable: 1238shall be applicable:
1243 1239
1244"Demo Units" shall mean (i) hardware development platform, which incorporates 1240"Demo Units" shall mean (i) hardware development platform, which incorporates
1245the Licensed Software along with Licensee's software and/or hardware, and (ii) 1241the Licensed Software along with Licensee's software and/or hardware, and
1246prototype versions of Applications or Devices. 1242(ii) prototype versions of Applications or Devices.
1247 1243
1248"Designated User(s)" shall mean the employees and students of the Licensee. 1244"Designated User(s)" shall mean the employees and students of the Licensee.
1249 1245
1250"Licensee Products" shall mean Applications and/or Devices. 1246"Licensee Products" shall mean Applications and/or Devices.
1251 1247
1252"Permitted Purpose" shall mean (i) Licensee's internal evaluation and testing 1248"Permitted Purpose" shall mean (i) Licensee's internal evaluation and
1253of Licensed Software, (ii) building Demo Units as well as (iii) educational 1249testing of Licensed Software, (ii) building Demo Units as well as (iii)
1254use. 1250educational use.
1255 1251
1256"Term" shall mean a period of twelve (12) months or any such other period as 1252"Term" shall mean a period of twelve (12) months or any such other period
1257may be agreed between the Parties. 1253as may be agreed between the Parties.
1258 1254
1259For the purpose of this Appendix 5, the following changes shall be agreed with 1255For the purpose of this Appendix 5, the following changes shall be agreed
1260respect to relevant Sections of the Agreement: 1256with respect to relevant Sections of the Agreement:
1261 I. Recital (A) shall be replaced in its entirety to read as follows: 1257
1262 1258 I. Recital (A) shall be replaced in its entirety to read as follows:
1263 "(A) Licensee wishes to use the Licensed Software for the Permitted 1259 "(A) Licensee wishes to use the Licensed Software for the Permitted
1264 Purpose." 1260 Purpose."
1265 1261 II. Section 3.1 shall be replaced in its entirety to read as follows:
1266 II. Section 3.1 shall be replaced in its entirety to read as follows: 1262 "The Qt Company grants to Licensee a personal, non-exclusive,
1267 1263 non-transferable, revocable, royalty-free license, valid for the
1268 "The Qt Company grants to Licensee a personal, non-exclusive, 1264 Term, to use, modify and copy the Licensed Software solely for the
1269 non-transferable, revocable, royalty-free license, valid for the 1265 Permitted Purpose.
1270 Term, to use, modify and copy the Licensed Software solely for the 1266 Licensee may install copies of the Licensed Software on five (5)
1271 Permitted Purpose. 1267 computers per Designated User, provided that only the Designated
1272 1268 Users who have a valid Development License may use the Licensed
1273 Licensee may install copies of the Licensed Software on an 1269 Software.
1274 unlimited number of computers provided that only Designated Users 1270 Licensee may demonstrate the Demo Units, provided that such
1275 may use the Licensed Software. 1271 demonstrations must be conducted by Licensee, and the Demo Units
1276 1272 must remain in Licensee's possession and under Licensee's control
1277 Licensee may demonstrate the Demo Units, provided that such 1273 at all times.
1278 demonstrations must be conducted by Licensee, and the Demo Units 1274 For clarity, this Agreement does not (i) entitle Licensee to use
1279 must remain in Licensee's possession and under Licensee's control 1275 Licensed Software to create Applications or Devices (other than
1280 at all times. 1276 prototypes thereof) or (ii) carry any distribution rights to
1281 1277 Licensee, but such rights are subject to and conditional upon
1282 For clarity, this Agreement does not (i) entitle Licensee to use 1278 conclusion of a separate license agreement with The Qt Company."
1283 Licensed Software to create Applications or Devices (other than 1279 III. Sections 3.2, 3.3, 8 and 10 shall be deleted.
1284 prototypes thereof) or (ii) carry any distribution rights to 1280 IV. Section 3.4 shall be replaced in its entirety to read as follows:
1285 Licensee, but such rights are subject to and conditional upon 1281 "Licensee shall not:
1286 conclusion of a separate license agreement with The Qt Company." 1282 - remove or alter any copyright, trademark or other proprietary
1287 1283 rights notice contained in any portion of the Licensed Software;
1288 III. Sections 3.2, 3.3, 8 and 10 shall be deleted. 1284 - transfer, publish, sublicense, disclose, display or otherwise
1289 1285 make the Licensed Software available to any third party (except
1290 IV. Section 3.4 shall be replaced in its entirety to read as follows: 1286 that Licensee may demonstrate the Demo Units pursuant to Section
1291 1287 3.1);
1292 "Licensee shall not: 1288 - in any way combine, incorporate or integrate Licensed Software
1293 - remove or alter any copyright, trademark or other proprietary 1289 with, or use Licensed Software for creation of, any software
1294 rights notice contained in any portion of the Licensed 1290 created with or incorporating Open Source Qt;
1295 Software; 1291
1296 1292 Licensee shall cause all Designated Users who make use of the
1297 - transfer, publish, sublicense, disclose, display or otherwise 1293 licenses granted under this Agreement, to be contractually bound
1298 make the Licensed Software available to any third party 1294 to comply with the relevant terms of this Agreement and not to use
1299 (except that Licensee may demonstrate the Demo Units pursuant 1295 the Licensed Software beyond the terms hereof. Licensee shall be
1300 to Section 3.1); 1296 responsible for any and all actions and omissions of its
1301 1297 Designated Users relating to the Licensed Software and use
1302 - in any way combine, incorporate or integrate Licensed 1298 thereof.
1303 Software with, or use Licensed Software for creation of, any 1299
1304 software created with or incorporating Open Source Qt; 1300 Any use of Licensed Software beyond the provisions of this
1305 1301 Agreement is strictly prohibited and requires an additional license
1306 Licensee shall cause all Designated Users who make use of the 1302 from The Qt Company."
1307 licenses granted under this Agreement, to be contractually bound to 1303 V. Section 12 shall be replaced in its entirety to read as follows:
1308 comply with the relevant terms of this Agreement and not to use the 1304 "This Agreement shall enter into force upon due acceptance by both
1309 Licensed Software beyond the terms hereof. Licensee shall be 1305 Parties and remain in force for the Term, unless and until
1310 responsible for any and all actions and omissions of its Designated 1306 terminated pursuant to the terms of Section 12.
1311 Users relating to the Licensed Software and use thereof. 1307
1312 1308 Upon termination of the Agreement, Licensee shall cease using the
1313 Any use of Licensed Software beyond the provisions of this 1309 Licensed Software. All other copies of Licensed Software in the
1314 Agreement is strictly prohibited and requires an additional license 1310 possession or control of Licensee must be erased or destroyed.
1315 from The Qt Company." 1311 An officer of Licensee must, upon request, promptly deliver to
1316 1312 The Qt Company a written confirmation that this has occurred."
1317 V. Section 12 shall be replaced in its entirety to read as follows: 1313
1318 1314Except for the modifications specified above, this Appendix carries no
1319 "This Agreement shall enter into force upon due acceptance by both 1315change to the terms of the Agreement which shall remain in full force.
1320 Parties and remain in force for the Term, unless and until
1321 terminated pursuant to the terms of Section 12.
1322
1323 Upon termination of the Agreement, Licensee shall cease using the
1324 Licensed Software. All other copies of Licensed Software in the
1325 possession or control of Licensee must be erased or destroyed. An
1326 officer of Licensee must, upon request, promptly deliver to The Qt
1327 Company a written confirmation that this has occurred."
1328
1329Except for the modifications specified above, this Appendix carries no change
1330to the terms of the Agreement which shall remain in full force.
1331