diff options
author | Mikko Gronoff <mikko.gronoff@qt.io> | 2021-03-22 09:44:25 +0200 |
---|---|---|
committer | Mikko Gronoff <mikko.gronoff@qt.io> | 2021-03-23 12:45:36 +0200 |
commit | 1cb72164d2612bf2ef2e8fbaf8f011d09c49a7f5 (patch) | |
tree | 09909ddbdfde2dc6fa7fa0e1620cc39c13d84035 | |
parent | b0d2d2913ed4c4b6b5b9a19edcb7c85cc0dd7904 (diff) | |
download | meta-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-Commercial | 1690 |
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 @@ | |||
1 | QT LICENSE AGREEMENT | 1 | QT LICENSE AGREEMENT |
2 | Agreement version 4.2.1 | 2 | Agreement version 4.3 |
3 | 3 | ||
4 | This Qt License Agreement ("Agreement") is a legal agreement for the licensing | 4 | This Qt License Agreement ("Agreement") is a legal agreement for the licensing |
5 | of Licensed Software (as defined below) between The Qt Company (as defined | 5 | of Licensed Software (as defined below) between The Qt Company (as defined |
@@ -19,26 +19,27 @@ WHEREAS: | |||
19 | NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS: | 19 | NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS: |
20 | 20 | ||
21 | 1. DEFINITIONS | 21 | 1. DEFINITIONS |
22 | "Affiliate" of a Party shall mean an entity (i) which is directly or indirectly | 22 | |
23 | controlling such Party; (ii) which is under the same direct or indirect | 23 | "Affiliate" of a Party shall mean an entity (i) which is directly |
24 | ownership or control as such Party; or (iii) which is directly or indirectly | 24 | or indirectly controlling such Party; (ii) which is under the same direct or |
25 | owned or controlled by such Party. For these purposes, an entity shall be | 25 | indirect ownership or control as such Party; or (iii) which is directly or |
26 | treated as being controlled by another if that other entity has fifty percent | 26 | indirectly 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 | 27 | shall be treated as being controlled by another if that other entity has fifty |
28 | and/or to control the composition of its board of directors or equivalent body. | 28 | percent (50 %) or more of the votes in such entity, is able to direct its |
29 | affairs and/or to control the composition of its board of directors or | ||
30 | equivalent 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 |
32 | which are not licensed as part of The Qt Company's standard offering, but shall | 34 | are not licensed as part of The Qt Company's standard offering, but shall be |
33 | be included into the scope of Licensed Software only if so specifically agreed | 35 | included into the scope of Licensed Software only if so specifically agreed |
34 | between the Parties. | 36 | between 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 |
37 | Licensed Software, which may include the Redistributables, or part thereof. | 39 | Licensed 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 |
40 | contractors performing services to the Licensee under applicable contractual | 42 | performing services to the Licensee under applicable contractual arrangement. |
41 | arrangement. | ||
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 |
44 | indirectly, distributes copies of the Redistributables. | 45 | indirectly, distributes copies of the Redistributables. |
@@ -54,41 +55,39 @@ in the License Certificate, on which the Redistributables can be distributed | |||
54 | pursuant to the terms and conditions of this Agreement. | 55 | pursuant 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 |
57 | Affiliates acting within the scope of their employment or Licensee's | 58 | Affiliates acting within the scope of their employment or Licensee's Contractors |
58 | Contractors acting within the scope of their services for Licensee and on | 59 | acting within the scope of their services for Licensee and on behalf of |
59 | behalf of Licensee. Designated Users shall be named in the License Certificate. | 60 | Licensee. 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 |
62 | Designated User to use the Licensed Software under the license grant described | 63 | Designated User to use the Licensed Software under the license grant described |
63 | in Section 3.1 of this Agreement. Development Licenses are available | 64 | in Section 3.1 of this Agreement. Development Licenses are available per |
64 | separately for Qt for Application Development and Qt for Device Creation | 65 | respective Licensed Software products, each product having its designated scope |
65 | products, each product having its designated scope and purpose of use. | 66 | and purpose of use. Distribution Licenses are always connected to Qt for Device |
66 | Distribution Licenses are always connected to Qt for Device Creation | 67 | Creation product and Qt for MCUs product only. |
67 | product 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 |
70 | License Certificate, in which the Licensed Software can be used under the | 70 | License Certificate, in which the Licensed Software can be used under the |
71 | Development License, but not distributed in any form or used for any other | 71 | Development License, but not distributed in any form or used for any other purpose. |
72 | purpose. | ||
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 |
75 | and/or distributed by the Licensee or its Affiliates or Contractors, and | 74 | and/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) | 75 | incorporate or integrate the Redistributables or parts thereof; or (ii) where |
77 | where the main user interface or substantial functionality of such unit , when | 76 | the main user interface or substantial functionality of such unit , when used by |
78 | used by a Customer, is provided by Application(s) or otherwise depends on the | 77 | a Customer, is provided by Application(s) or otherwise depends on the Licensed |
79 | Licensed Software, regardless of whether the Redistributables are distributed | 78 | Software, regardless of whether the Redistributables are distributed together |
80 | together with the hardware or not. Devices covered with this Agreement shall | 79 | with the hardware or not. Devices covered with this Agreement shall be specified |
81 | be specified in Appendix 2 or in a quote. | 80 | in 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, |
84 | trade, exchange, loan, lease, rental or other distribution by or on behalf of | 83 | trade, exchange, loan, lease, rental or other distribution by or on behalf of |
85 | Licensee to a third party of Redistributables in connection with Devices | 84 | Licensee to a third party of Redistributables in connection with Devices |
86 | pursuant to license grant described in Section 3.3 of this Agreement. | 85 | ursuant 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 |
89 | for distribution of Redistributables, as defined in The Qt Company's standard | 88 | distribution of Redistributables, as defined in The Qt Company's standard price |
90 | price list, quote, Purchase Order confirmation or in an appendix hereto, as | 89 | list, quote, Purchase Order confirmation or in an appendix hereto, as the case |
91 | the case may be. | 90 | may be. |
92 | 91 | ||
93 | "Intellectual Property Rights" shall mean patents (including utility models), | 92 | "Intellectual Property Rights" shall mean patents (including utility models), |
94 | design patents, and designs (whether or not capable of registration), chip | 93 | design patents, and designs (whether or not capable of registration), chip |
@@ -101,10 +100,10 @@ well as any trade secrets. | |||
101 | each Designated User respectively upon them downloading the Licensed Software, | 100 | each Designated User respectively upon them downloading the Licensed Software, |
102 | which will be available under respective Designated User's Qt Account at | 101 | which will be available under respective Designated User's Qt Account at |
103 | account.qt.io. License Certificates will specify the Designated User, the | 102 | account.qt.io. License Certificates will specify the Designated User, the |
104 | Development Platforms, Deployment Platforms and the License Term. Such terms | 103 | Development Platforms, Deployment Platforms and the License Term. Such terms are |
105 | are considered part of the licenses granted hereunder and shall be updated | 104 | considered part of the licenses granted hereunder and shall be updated from time |
106 | from time to time to reflect any agreed changes to the foregoing terms | 105 | to time to reflect any agreed changes to the foregoing terms relating to |
107 | relating to Designated User's rights to the Licensed Software. | 106 | Designated 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 |
110 | under the terms of this Agreement. | 109 | under the terms of this Agreement. |
@@ -115,39 +114,39 @@ entitled to use the Licensed Software, as set forth in the respective License | |||
115 | Certificate. | 114 | Certificate. |
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 | ||
125 | depending on which product(s) the Licensee has purchased under this Agreement, | 124 | depending on which product(s) the Licensee has purchased under this Agreement, |
126 | as well as corresponding online or electronic documentation, associated media | 125 | as well as corresponding online or electronic documentation, associated media |
127 | and printed materials, including the source code (where applicable), example | 126 | and printed materials, including the source code (where applicable), example |
128 | programs and the documentation, licensed to the Licensee under this Agreement. | 127 | programs and the documentation, licensed to the Licensee under this Agreement. |
129 | Licensed Software does not include Third Party Software (as defined in Section | 128 | Licensed Software does not include Third Party Software (as defined in |
130 | 4) or Open Source Qt. The Qt Company may, in the course of its development | 129 | Section 4) or Open Source Qt. The Qt Company may, in the course of its |
131 | activities, at its free and absolute discretion and without any obligation to | 130 | development activities, at its free and absolute discretion and without any |
132 | send or publish any notifications to the Licensee or in general, make changes, | 131 | obligation to send or publish any notifications to the Licensee or in general, |
133 | additions or deletions in the components and functionalities of the Licensed | 132 | make changes, additions or deletions in the components and functionalities of |
134 | Software, provided that no such changes, additions or deletions will affect | 133 | the Licensed Software, provided that no such changes, additions or deletions |
135 | the already released version of the Licensed Software, but only upcoming | 134 | will affect the already released version of the Licensed Software, but only |
136 | version(s). | 135 | upcoming 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 |
139 | Agreement, as identified on the signature page hereof. | 138 | Agreement, 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 |
142 | information bearing on Licensee's compliance with this Agreement, Licensee's | 141 | information bearing on Licensee's compliance with this Agreement, Licensee's use |
143 | use of Open Source Qt and/or the payments due to The Qt Company under this | 142 | of Open Source Qt and/or the payments due to The Qt Company under this |
144 | Agreement, including, but not limited to user information, assembly logs, | 143 | Agreement, including, but not limited to user information, assembly logs, sales |
145 | sales records and distribution records. | 144 | records 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 |
150 | by The Qt Company to the Licensee over the Internet relating to the Licensed | 149 | The Qt Company to the Licensee over the Internet relating to the Licensed |
151 | Software or for the purpose of use by the Licensee of the Licensed Software or | 150 | Software or for the purpose of use by the Licensee of the Licensed Software or |
152 | Support. Use of any such Online Services is discretionary for the Licensee and | 151 | Support. Use of any such Online Services is discretionary for the Licensee and |
153 | some of them may be subject to additional fees. | 152 | some 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 |
197 | between the Parties. | 196 | between 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 |
200 | Section 2.3. | 199 | 2.3. |
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 |
203 | Company to assist Designated Users in using the Licensed Software in | 202 | Company to assist Designated Users in using the Licensed Software in accordance |
204 | accordance with The Qt Company's standard support terms available at | 203 | with The Qt Company's standard support terms available at |
205 | https://www.qt.io/terms-conditions/ and as further defined in Section 8 | 204 | https://www.qt.io/terms-conditions/ and as further defined in Section 8 |
206 | hereunder. | 205 | hereunder. |
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 |
227 | bug fixes, error corrections and other changes that are generally made | 226 | bug fixes, error corrections and other changes that are generally made available |
228 | available to users of the Licensed Software that have contracted for Support. | 227 | to users of the Licensed Software that have contracted for Support. Updates are |
229 | Updates are generally depicted as a change to the digits following the decimal | 228 | generally depicted as a change to the digits following the decimal in the |
230 | in the Licensed Software version number. The Qt Company shall make Updates | 229 | Licensed Software version number. The Qt Company shall make Updates available to |
231 | available to the Licensee under the Support. Updates shall be considered as | 230 | the Licensee under the Support. Updates shall be considered as part of the |
232 | part of the Licensed Software hereunder. | 231 | Licensed 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 |
235 | enhancements and new features and are generally depicted as a change to the | 234 | enhancements and new features and are generally depicted as a change to the |
236 | first digit of the Licensed Software version number. In the event Upgrades are | 235 | first digit of the Licensed Software version number. In the event Upgrades are |
237 | provided to the Licensee under this Agreement, they shall be considered as | 236 | provided to the Licensee under this Agreement, they shall be considered as part |
238 | part of the Licensed Software hereunder. | 237 | of the Licensed Software hereunder. |
239 | |||
240 | 238 | ||
241 | 2. OWNERSHIP | 239 | 2. OWNERSHIP |
240 | |||
242 | 2.1. Ownership of The Qt Company | 241 | 2.1. Ownership of The Qt Company |
243 | The Licensed Software is protected by copyright laws and international | 242 | The Licensed Software is protected by copyright laws and international copyright |
244 | copyright treaties, as well as other intellectual property laws and | 243 | treaties, as well as other intellectual property laws and treaties. The Licensed |
245 | treaties. The Licensed Software is licensed, not sold. | 244 | Software is licensed, not sold. |
246 | 245 | ||
247 | All of The Qt Company's Intellectual Property Rights are and shall remain the | 246 | All of The Qt Company's Intellectual Property Rights are and shall remain the |
248 | exclusive property of The Qt Company or its licensors respectively. | 247 | exclusive property of The Qt Company or its licensors respectively. |
@@ -251,43 +250,47 @@ exclusive property of The Qt Company or its licensors respectively. | |||
251 | All the Licensee's Intellectual Property Rights are and shall remain the | 250 | All the Licensee's Intellectual Property Rights are and shall remain the |
252 | exclusive property of the Licensee or its licensors respectively. | 251 | exclusive property of the Licensee or its licensors respectively. |
253 | 252 | ||
254 | All Intellectual Property Rights to the Modified Software, Applications and | 253 | All Intellectual Property Rights to the Modified Software, Applications and Devices |
255 | Devices shall remain with the Licensee and no rights thereto shall be granted | 254 | shall remain with the Licensee and no rights thereto shall be granted by the |
256 | by the Licensee to The Qt Company under this Agreement (except as set forth in | 255 | Licensee to The Qt Company under this Agreement (except as set forth in Section |
257 | Section 2.3 below). | 256 | 2.3 below). |
258 | 257 | ||
259 | 2.3. Modified Software | 258 | 2.3. Modified Software |
260 | Licensee may create bug-fixes, error corrections, patches or modifications to | 259 | Licensee may create bug-fixes, error corrections, patches or modifications to |
261 | the Licensed Software ("Modified Software"). Such Modified Software may break | 260 | the Licensed Software ("Modified Software"). Such Modified Software may break |
262 | the source or binary compatibility with the Licensed Software (including | 261 | the source or binary compatibility with the Licensed Software (including without |
263 | without limitation through changing the application programming interfaces | 262 | limitation through changing the application programming interfaces ("API") or by |
264 | ("API") or by adding, changing or deleting any variable, method, or class | 263 | adding, changing or deleting any variable, method, or class signature in the |
265 | signature in the Licensed Software and/or any inter-process protocols, | 264 | Licensed Software and/or any inter-process protocols, services or standards in |
266 | services or standards in the Licensed Software libraries). To the extent that | 265 | the Licensed Software libraries). To the extent that Licensee's Modified |
267 | Licensee's Modified Software so breaks source or binary compatibility with the | 266 | Software so breaks source or binary compatibility with the Licensed Software, |
268 | Licensed Software, Licensee acknowledges that The Qt Company's ability to | 267 | Licensee acknowledges that The Qt Company's ability to provide Support may be |
269 | provide Support may be prevented or limited and Licensee's ability to make use | 268 | prevented or limited and Licensee's ability to make use of Updates may be restricted. |
270 | of Updates may be restricted. | ||
271 | 269 | ||
272 | Licensee may, at its sole and absolute discretion, choose to submit Modified | 270 | Licensee may, at its sole and absolute discretion, choose to submit Modified |
273 | Software to The Qt Company ("Submitted Modified Software") in connection with | 271 | Software to The Qt Company ("Submitted Modified Software") in connection with |
274 | Licensee's Support request, service request or otherwise. In the event | 272 | Licensee's Support request, service request or otherwise. In the event Licensee |
275 | Licensee does so, then, Licensee hereby grants The Qt Company a sublicensable, | 273 | does so, then, Licensee hereby grants The Qt Company a sublicensable, |
276 | assignable, irrevocable, perpetual, worldwide, non-exclusive, royalty-free and | 274 | assignable, irrevocable, perpetual, worldwide, non-exclusive, royalty-free and |
277 | fully paid-up license, under all of Licensee's Intellectual Property Rights, | 275 | fully paid-up license, under all of Licensee's Intellectual Property Rights, to |
278 | to reproduce, adapt, translate, modify, and prepare derivative works of, | 276 | reproduce, adapt, translate, modify, and prepare derivative works of, publicly |
279 | publicly display, publicly perform, sublicense, make available and distribute | 277 | display, publicly perform, sublicense, make available and distribute such |
280 | such Submitted Modified Software as The Qt Company sees fit at its free and | 278 | Submitted Modified Software as The Qt Company sees fit at its free and absolute |
281 | absolute discretion. | 279 | discretion. |
282 | 280 | ||
283 | 3. LICENSES GRANTED | 281 | 3. LICENSES GRANTED |
282 | |||
284 | 3.1. Development with Licensed Software | 283 | 3.1. Development with Licensed Software |
285 | Subject to the terms of this Agreement, The Qt Company grants to Licensee a | 284 | Subject to the terms of this Agreement, The Qt Company grants to Licensee a |
286 | worldwide, non-exclusive, non-transferable license, valid for the License | 285 | worldwide, non-exclusive, non-transferable license, valid for the License Term, |
287 | Term, to use, modify and copy the Licensed Software by Designated Users on the | 286 | to use, modify and copy the Licensed Software by Designated Users on the |
288 | Development Platforms for the sole purposes of designing, developing, | 287 | Development Platforms for the sole purposes of designing, developing, |
289 | demonstrating and testing Application(s) and/or Devices, and to provide | 288 | demonstrating and testing Application(s) and/or Devices, and to provide thereto |
290 | thereto related support and other related services to end-user Customers. | 289 | related support and other related services to end-user Customers. Each |
290 | Application and/or Device can only include, incorporate or integrate code | ||
291 | generated under this Agreement by such Designated Users who are duly licensed | ||
292 | for the applicable Development Platform(s) and Deployment Platform(s) (i.e have | ||
293 | a valid license for the appropriate Licensed Software product). | ||
291 | 294 | ||
292 | Licensee may install copies of the Licensed Software on five (5) computers per | 295 | Licensee may install copies of the Licensed Software on five (5) computers per |
293 | Designated User, provided that only the Designated Users who have a valid | 296 | Designated 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 | ||
300 | Upon expiry of the initially agreed License Term, the respective License Terms | 303 | Upon expiry of the initially agreed License Term, the respective License Terms |
301 | shall be automatically extended to one or more Renewal Term(s), unless and | 304 | shall be automatically extended to one or more Renewal Term(s), unless and |
302 | until either Party notifies the other Party in writing that it does not wish | 305 | until either Party notifies the other Party in writing, or any other method |
303 | to continue the License Term, such notification to be provided to the other | 306 | acceptable to The Qt Company, that it does not wish to continue the License |
304 | Party no less than ninety (90) days before expiry of the respective License | 307 | Term, such notification to be provided to the other Party no less than thirty |
305 | Term. Unless otherwise agreed between the Parties, Renewal Term shall be of | 308 | (30) days before expiry of the respective License Term. |
306 | equal length with the initial License Term. | 309 | |
310 | Unless otherwise agreed between the Parties, Renewal Term shall be of equal | ||
311 | length with the initial License Term. | ||
307 | 312 | ||
308 | Any such Renewal Term shall be subject to License Fees agreed between the | 313 | Any such Renewal Term shall be subject to License Fees agreed between the |
309 | Parties or, if no advance agreement exists, subject to The Qt Company's | 314 | Parties or, if no advance agreement exists, subject to The Qt Company's standard |
310 | standard pricing applicable at the commencement date of any such Renewal Term. | 315 | pricing applicable at the commencement date of any such Renewal Term. |
311 | 316 | ||
312 | Any price or other term specified for a Renewal Term shall be valid only for | 317 | Any price or other term specified for a Renewal Term shall be valid only for the |
313 | the specified time. | 318 | specified time. |
314 | 319 | ||
315 | The Qt Company may request the Licensee to place a purchase order corresponding | 320 | The Qt Company may either request the Licensee to place a purchase order |
316 | to a quote by The Qt Company for the relevant Renewal Term. | 321 | corresponding to a quote by The Qt Company, or uses Licensees stored Credit |
322 | Card information in the QtAccount to automatically charge the Licensee for the | ||
323 | relevant Renewal Term. | ||
317 | 324 | ||
318 | In the event Licensee does not prevent auto-renewal pursuant the above, but a | 325 | In the event Licensee does not prevent auto-renewal pursuant the above, but a |
319 | Renewal Term is nevertheless not duly ordered within 30 days from the date of | 326 | Renewal Term is nevertheless not duly ordered within 30 days from the date of |
320 | the respective quote from The Qt Company and/or the respective License Fee | 327 | the respective notification from The Qt Company and/or the respective License |
321 | paid by due date specified in The Qt Company's respective invoice, The Qt | 328 | Fee paid by due date specified in The Qt Company's respective invoice, The Qt |
322 | Company shall apply a reinstatement fee equal to ten percent (10 %) of the | 329 | Company shall apply a reinstatement fee equal to ten percent (10 %) of the |
323 | total value of the License Fees of the Development Licenses for the expired | 330 | total value of the License Fees of the Development Licenses for the expired |
324 | term to be added to the License Fee of the respective Renewal Term. | 331 | term to be added to the License Fee of the respective Renewal Term. |
325 | 332 | ||
326 | In the event Licensee chooses not to renew a Development License for a Renewal | 333 | In the event Licensee chooses not to renew a Development License for a Renewal |
327 | Term by notifying The Qt Company thereof no less than ninety (90) days before | 334 | Term by notifying The Qt Company thereof no less than thirty (30) days before |
328 | expiry of the respective License Term, Licensee may still reinstate such | 335 | expiry of the respective License Term, Licensee may still reinstate such |
329 | expired Development Licenses for a Renewal Term subject to applicable renewal | 336 | expired Development Licenses for a Renewal Term subject to applicable renewal |
330 | Term License Fees until thirty (30) days from the expiry of the initially | 337 | Term License Fees until thirty (30) days from the expiry of the initially |
331 | agreed License Term or preceding Renewal Term. After such thirty (30) day | 338 | agreed License Term or preceding Renewal Term. After such thirty (30) day |
332 | period a Development License shall be subject to applicable License Fees for a | 339 | period a Development License shall be subject to applicable License Fees for |
333 | new Development License and not any Renewal Term License Fees. | 340 | a new Development License and not any Renewal Term License Fees. |
334 | 341 | ||
335 | 3.2. Distribution of Applications | 342 | 3.2. Distribution of Applications |
336 | Subject to the terms of this Agreement, The Qt Company grants to Licensee a | 343 | Subject to the terms of this Agreement, The Qt Company grants to Licensee |
337 | worldwide, non-exclusive, non-transferable, revocable (for cause pursuant to | 344 | a worldwide, non-exclusive, non-transferable, revocable (for cause pursuant to |
338 | this Agreement) right and license, valid for the Term, to | 345 | this 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 | ||
347 | Right to distribute the Redistributables as part of an Application as provided | 354 | Right to distribute the Redistributables as part of an Application as provided |
348 | herein is not royalty-bearing but is conditional upon the Licensee not having | 355 | herein is not royalty-bearing but is conditional upon the Licensee not having |
@@ -353,102 +360,97 @@ time of distribution of any Redistributables to Customers. | |||
353 | Subject to the terms of this Agreement, The Qt Company grants to Licensee a | 360 | Subject to the terms of this Agreement, The Qt Company grants to Licensee a |
354 | worldwide, non-exclusive, non-transferable, revocable (for cause pursuant to | 361 | worldwide, non-exclusive, non-transferable, revocable (for cause pursuant to |
355 | this Agreement) right and license, valid for the Term, to | 362 | this 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 | ||
365 | Right to distribute the Redistributables with Devices as provided herein is | 372 | Right to distribute the Redistributables with Devices as provided herein is |
366 | conditional upon the Licensee (i) not having any unpaid License Fees for | 373 | conditional upon the Licensee (i) not having any unpaid License Fees for |
367 | Development Licenses owed to The Qt Company, and (ii) having purchased and | 374 | Development Licenses owed to The Qt Company, and (ii) having purchased and paid |
368 | paid corresponding Distribution Licenses at the time of distribution of any | 375 | corresponding Distribution Licenses at the time of distribution of any |
369 | Redistributables to Customers. | 376 | Redistributables to Customers. |
370 | 377 | ||
371 | 3.4. Further Requirements | 378 | 3.4. Further Requirements |
372 | The licenses granted above in this Section 3 by The Qt Company to Licensee are | 379 | The licenses granted above in this Section 3 by The Qt Company to Licensee are |
373 | conditional and subject to Licensee's compliance with the following terms: | 380 | conditional 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 | 447 | Above terms shall not be applicable if and to the extent they conflict with any |
441 | 3, Licensee shall not transfer, publish, disclose, display or | 448 | mandatory 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 | |||
446 | Above terms shall not be applicable if and to the extent they conflict with | ||
447 | any mandatory provisions of any applicable laws. | ||
448 | Any use of Licensed Software beyond the provisions of this Agreement is | 449 | Any use of Licensed Software beyond the provisions of this Agreement is |
449 | strictly prohibited and requires an additional license from The Qt Company. | 450 | strictly prohibited and requires an additional license from The Qt Company. |
450 | 451 | ||
451 | 4. THIRD-PARTY SOFTWARE | 452 | 4. THIRD-PARTY SOFTWARE |
453 | |||
452 | The Licensed Software may provide links to third party libraries or code | 454 | The 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. |
454 | Third-Party Software does not comprise part of the Licensed Software. In some | 456 | Third-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 | |||
460 | applicable license terms of applicable third-party right holders. | 462 | applicable license terms of applicable third-party right holders. |
461 | 463 | ||
462 | 5. PRE-RELEASE CODE | 464 | 5. PRE-RELEASE CODE |
465 | |||
463 | The Licensed Software may contain pre-release code and functionality, or sample | 466 | The Licensed Software may contain pre-release code and functionality, or sample |
464 | code marked or otherwise stated with appropriate designation such as | 467 | code marked or otherwise stated with appropriate designation such as "Technology |
465 | "Technology Preview", "Alpha", "Beta", "Sample" etc. ("Pre-Release Code"). | 468 | Preview", "Alpha", "Beta", "Sample" etc. ("Pre-Release Code"). |
466 | 469 | ||
467 | Such Pre-Release Code may be present complimentary for the Licensee, in order | 470 | Such Pre-Release Code may be present complimentary for the Licensee, in order to |
468 | to provide experimental support or information for new platforms or preliminary | 471 | provide experimental support or information for new platforms or preliminary |
469 | versions of one or more new functionalities or for other similar reasons. The | 472 | versions of one or more new functionalities or for other similar reasons. The |
470 | Pre-Release Code may not be at the level of performance and compatibility of a | 473 | Pre-Release Code may not be at the level of performance and compatibility of a |
471 | final, generally available, product offering. The Pre-Release Code may not | 474 | final, generally available, product offering. The Pre-Release Code may not |
472 | operate correctly, may contain errors and may be substantially modified by The | 475 | operate correctly, may contain errors and may be substantially modified by The |
473 | Qt Company prior to the first commercial product release, if any. The Qt | 476 | Qt Company prior to the first commercial product release, if any. The Qt |
474 | Company is under no obligation to make Pre-Release Code commercially available, | 477 | Company 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 | |||
476 | liability whatsoever regarding any Pre-Release Code, but any use thereof is | 479 | liability whatsoever regarding any Pre-Release Code, but any use thereof is |
477 | exclusively at Licensee's own risk and expense. | 480 | exclusively at Licensee's own risk and expense. |
478 | 481 | ||
479 | For clarity, unless Licensed Software specifies different license terms for the | 482 | For clarity, unless Licensed Software specifies different license terms for |
480 | respective Pre-Release Code, the Licensee is entitled to use such pre-release | 483 | the respective Pre-Release Code, the Licensee is entitled to use such |
481 | code pursuant to Section 3, just like other Licensed Software, provided however | 484 | pre-release code pursuant to Section 3, just like other Licensed Software, |
482 | that in the event Add-on Products are included and available as such | 485 | provided however that in the event Add-on Products are included and available |
483 | Pre-Release Code, Licensee's right to use such Add-on Products is nevertheless | 486 | as such Pre-Release Code, Licensee's right to use such Add-on Products is |
484 | subject to and conditional upon conclusion of separate agreement with The Qt | 487 | nevertheless subject to and conditional upon conclusion of separate agreement |
485 | Company. | 488 | with The Qt Company. |
486 | 489 | ||
487 | 6. LIMITED WARRANTY AND WARRANTY DISCLAIMER | 490 | 6. LIMITED WARRANTY AND WARRANTY DISCLAIMER |
491 | |||
488 | The Qt Company hereby represents and warrants that it has the power and | 492 | The Qt Company hereby represents and warrants that it has the power and |
489 | authority to grant the rights and licenses granted to Licensee under this | 493 | authority to grant the rights and licenses granted to Licensee under this |
490 | Agreement. | 494 | Agreement. |
@@ -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 |
494 | for errors in the Licensed Software shall be limited, at The Qt Company's | 498 | for errors in the Licensed Software shall be limited, at The Qt Company's |
495 | option, to correction of the error, replacement of the Licensed Software or | 499 | option, to correction of the error, replacement of the Licensed Software or |
496 | return of the applicable fees paid for the defective Licensed Software for the | 500 | return of the applicable fees paid for the defective Licensed Software for |
497 | time period during which the License is not able to utilize the Licensed | 501 | the time period during which the License is not able to utilize the Licensed |
498 | Software under the terms of this Agreement. | 502 | Software under the terms of this Agreement. |
499 | 503 | ||
500 | TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE QT COMPANY ON BEHALF OF | 504 | TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE QT COMPANY ON BEHALF OF |
501 | ITSELF AND ITS LICENSORS, SUPPLIERS AND AFFILIATES, DISCLAIMS ALL OTHER | 505 | ITSELF AND ITS LICENSORS, SUPPLIERS AND AFFILIATES, DISCLAIMS ALL OTHER |
502 | WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED | 506 | WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED |
503 | WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND | 507 | WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND |
504 | NON-INFRINGEMENT WITH REGARD TO THE LICENSED SOFTWARE. THE QT COMPANY DOES NOT | 508 | NON-INFRINGEMENT WITH REGARD TO THE LICENSED SOFTWARE. THE QT COMPANY DOES |
505 | WARRANT THAT THE LICENSED SOFTWARE WILL SATISFY LICENSEE'S REQUIREMENTS OR THAT | 509 | NOT WARRANT THAT THE LICENSED SOFTWARE WILL SATISFY LICENSEE'S REQUIREMENTS OR |
506 | IT WILL OPERATE WITHOUT DEFECT OR ERROR OR THAT THE OPERATION THEREOF WILL BE | 510 | THAT IT WILL OPERATE WITHOUT DEFECT OR ERROR OR THAT THE OPERATION THEREOF |
507 | UNINTERRUPTED. | 511 | WILL BE UNINTERRUPTED. |
508 | 512 | ||
509 | 7. INDEMNIFICATION AND LIMITATION OF LIABILITY | 513 | 7. INDEMNIFICATION AND LIMITATION OF LIABILITY |
514 | |||
510 | 7.1. Limitation of Liability | 515 | 7.1. Limitation of Liability |
511 | EXCEPT FOR (I) CASES OF GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, AND (II) | 516 | EXCEPT FOR (I) CASES OF GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, AND (II) |
512 | BREACH OF CONFIDENTIALITY, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO | 517 | BREACH 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 | ||
518 | EXCEPT FOR (I) CASES OF GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, AND (II) | 523 | EXCEPT FOR (I) CASES OF GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, AND (II) |
519 | BREACH OF CONFIDENTIALITY, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO | 524 | BREACH OF CONFIDENTIALITY, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO |
520 | EVENT SHALL EITHER PARTY'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT | 525 | EVENT SHALL EITHER PARTY'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED |
521 | EXCEED THE AGGREGATE LICENSE FEES PAID OR PAYABLE TO THE QT COMPANY FROM | 526 | THE AGGREGATE LICENSE FEES PAID OR PAYABLE TO THE QT COMPANY FROM LICENSEE |
522 | LICENSEE DURING THE PERIOD OF TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE | 527 | DURING THE PERIOD OF TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT |
523 | EVENT RESULTING IN SUCH LIABILITY. | 528 | RESULTING IN SUCH LIABILITY. |
524 | 529 | ||
525 | THE PROVISIONS OF THIS SECTION 7 ALLOCATE THE RISKS UNDER THIS AGREEMENT | 530 | THE PROVISIONS OF THIS SECTION 7 ALLOCATE THE RISKS UNDER THIS AGREEMENT |
526 | BETWEEN THE QT COMPANY AND LICENSEE AND THE PARTIES HAVE RELIED UPON THE | 531 | BETWEEN 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 | |||
532 | USE OF LICENSED SOFTWARE. | 537 | USE OF LICENSED SOFTWARE. |
533 | 538 | ||
534 | 8. SUPPORT, UPDATES AND ONLINE SERVICES | 539 | 8. SUPPORT, UPDATES AND ONLINE SERVICES |
540 | |||
535 | Upon due payment of the agreed License Fees the Licensee will be eligible to | 541 | Upon due payment of the agreed License Fees the Licensee will be eligible to |
536 | receive Support and Updates and to use the Online Services during the License | 542 | receive Support and Updates and to use the Online Services during the License |
537 | Term, provided, however, that in the event the License Term is longer than 36 | 543 | Term, 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 | |||
550 | any service or support to Customers. | 556 | any service or support to Customers. |
551 | 557 | ||
552 | 9. CONFIDENTIALITY | 558 | 9. CONFIDENTIALITY |
559 | |||
553 | Each Party acknowledges that during the Term of this Agreement each Party may | 560 | Each Party acknowledges that during the Term of this Agreement each Party may |
554 | receive information about the other Party's business, business methods, | 561 | receive information about the other Party's business, business methods, |
555 | business plans, customers, business relations, technology, and other | 562 | business plans, customers, business relations, technology, and other |
556 | information, including the terms of this Agreement, that is confidential and of | 563 | information, including the terms of this Agreement, that is confidential and |
557 | great value to the other Party, and the value of which would be significantly | 564 | of great value to the other Party, and the value of which would be |
558 | reduced if disclosed to third parties ("Confidential Information"). | 565 | significantly reduced if disclosed to third parties ("Confidential |
559 | Accordingly, when a Party (the "Receiving Party") receives Confidential | 566 | Information"). Accordingly, when a Party (the "Receiving Party") receives |
560 | Information from the other Party (the "Disclosing Party"), the Receiving Party | 567 | Confidential Information from the other Party (the "Disclosing Party"), the |
561 | shall only disclose such information to employees and Contractors on a need to | 568 | Receiving Party shall only disclose such information to employees and |
562 | know basis, and shall cause its employees and employees of its Affiliates to: | 569 | Contractors on a need to know basis, and shall cause its employees and |
563 | (i) maintain any and all Confidential Information in confidence; (ii) not | 570 | employees of its Affiliates to: (i) maintain any and all Confidential |
564 | disclose the Confidential Information to a third party without the Disclosing | 571 | Information in confidence; (ii) not disclose the Confidential Information to |
565 | Party's prior written approval; and (iii) not, directly or indirectly, use the | 572 | a third party without the Disclosing Party's prior written approval; and (iii) |
566 | Confidential Information for any purpose other than for exercising its rights | 573 | not, directly or indirectly, use the Confidential Information for any purpose |
567 | and fulfilling its responsibilities pursuant to this Agreement. Each Party | 574 | other than for exercising its rights and fulfilling its responsibilities |
568 | shall take reasonable measures to protect the Confidential Information of the | 575 | pursuant to this Agreement. Each Party shall take reasonable measures to |
569 | other Party, which measures shall not be less than the measures taken by such | 576 | protect the Confidential Information of the other Party, which measures shall |
570 | Party to protect its own confidential and proprietary information. | 577 | not be less than the measures taken by such Party to protect its own |
578 | confidential and proprietary information. | ||
571 | 579 | ||
572 | Obligation of confidentiality shall not apply to information that (i) is or | 580 | Obligation of confidentiality shall not apply to information that (i) is or |
573 | becomes generally known to the public through no act or omission of the | 581 | becomes generally known to the public through no act or omission of the |
574 | Receiving Party; (ii) was in the Receiving Party's lawful possession prior to | 582 | Receiving Party; (ii) was in the Receiving Party's lawful possession prior |
575 | the disclosure hereunder and was not subject to limitations on disclosure or | 583 | to the disclosure hereunder and was not subject to limitations on disclosure |
576 | use; (iii) is developed independently by employees or Contractors of the | 584 | or use; (iii) is developed independently by employees or Contractors of the |
577 | Receiving Party or other persons working for the Receiving Party who have not | 585 | Receiving Party or other persons working for the Receiving Party who have not |
578 | had access to the Confidential Information of the Disclosing Party, as proven | 586 | had access to the Confidential Information of the Disclosing Party, as proven |
579 | by the written records of the Receiving Party; (iv) is lawfully disclosed to | 587 | by the written records of the Receiving Party; (iv) is lawfully disclosed to |
@@ -587,10 +595,11 @@ Information to the minimum extent necessary. | |||
587 | 595 | ||
588 | The obligations under this Section 9 shall continue to remain in force for a | 596 | The obligations under this Section 9 shall continue to remain in force for a |
589 | period of five (5) years after the last disclosure, and, with respect to trade | 597 | period of five (5) years after the last disclosure, and, with respect to trade |
590 | secrets, for so long as such trade secrets are protected under applicable trade | 598 | secrets, for so long as such trade secrets are protected under applicable |
591 | secret laws. | 599 | trade secret laws. |
592 | 600 | ||
593 | 10. FEES, DELIVERY AND PAYMENT | 601 | 10. FEES, DELIVERY AND PAYMENT |
602 | |||
594 | 10.1. License Fees | 603 | 10.1. License Fees |
595 | License Fees are described in The Qt Company's standard price list, quote or | 604 | License Fees are described in The Qt Company's standard price list, quote or |
596 | Purchase Order confirmation or in an appendix hereto, as the case may be. | 605 | Purchase Order confirmation or in an appendix hereto, as the case may be. |
@@ -600,30 +609,32 @@ for any reason whatsoever. | |||
600 | 609 | ||
601 | 10.2. Ordering Licenses | 610 | 10.2. Ordering Licenses |
602 | Licensee may purchase Development Licenses and Distribution Licenses pursuant | 611 | Licensee may purchase Development Licenses and Distribution Licenses pursuant |
603 | to agreed pricing terms or, if no specific pricing terms have been agreed upon, | 612 | to agreed pricing terms or, if no specific pricing terms have been agreed |
604 | at The Qt Company's standard pricing terms applicable at the time of purchase. | 613 | upon, at The Qt Company's standard pricing terms applicable at the time of |
605 | Unless specifically otherwise provided, any pricing terms referenced in this | 614 | purchase. Unless specifically otherwise provided, any pricing terms |
606 | Agreement shall be valid for twelve (12) months from the date of this Agreement. | 615 | referenced in this Agreement shall be valid for twelve (12) months from the |
616 | date of this Agreement. | ||
607 | 617 | ||
608 | Licensee shall submit all purchase orders for Development Licenses and | 618 | Licensee shall submit all purchase orders for Development Licenses and |
609 | Distribution Licenses to The Qt Company by email or any other method acceptable | 619 | Distribution Licenses to The Qt Company by email or any other method |
610 | to The Qt Company (each such order is referred to herein as a "Purchase Order") | 620 | acceptable to The Qt Company (each such order is referred to herein as a |
611 | for confirmation, whereupon the Purchase Order shall become binding between the | 621 | "Purchase Order") for confirmation, whereupon the Purchase Order shall |
612 | Parties. | 622 | become binding between the Parties. |
613 | 623 | ||
614 | 10.3. Distribution License Packs | 624 | 10.3. Distribution License Packs |
615 | Unless otherwise agreed, Distribution Licenses shall be purchased by way of | 625 | Unless otherwise agreed, Distribution Licenses shall be purchased by way of |
616 | Distribution License Packs. | 626 | Distribution License Packs. |
617 | 627 | ||
618 | Upon due payment of the ordered Distribution License Pack(s), the Licensee will | 628 | Upon due payment of the ordered Distribution License Pack(s), the Licensee |
619 | have an account of Distribution Licenses available for distributing the | 629 | will have an account of Distribution Licenses available for distributing |
620 | Redistributables in accordance with this Agreement. | 630 | the Redistributables in accordance with this Agreement. |
621 | 631 | ||
622 | Each time Licensee distributes a copy of Redistributables, then one | 632 | Each time Licensee distributes a copy of Redistributables, then one |
623 | Distribution License is used, and Licensee's account of available Distribution | 633 | Distribution License is used, and Licensee's account of available |
624 | Licenses is decreased accordingly.Licensee may distribute copies of the | 634 | Distribution Licenses is decreased accordingly. |
625 | Redistributables so long as Licensee has Distribution Licenses remaining on | 635 | |
626 | its account. | 636 | Licensee may distribute copies of the Redistributables so long as Licensee |
637 | has Distribution Licenses remaining on its account. | ||
627 | 638 | ||
628 | 10.4. Payment Terms | 639 | 10.4. Payment Terms |
629 | License Fees and any other charges under this Agreement shall be paid by | 640 | License Fees and any other charges under this Agreement shall be paid by |
@@ -639,104 +650,114 @@ balances that remain past due. | |||
639 | 650 | ||
640 | 10.5. Taxes | 651 | 10.5. Taxes |
641 | All License Fees and other charges payable hereunder are gross amounts but | 652 | All License Fees and other charges payable hereunder are gross amounts but |
642 | exclusive of any value added tax, use tax, sales tax, withholding tax and other | 653 | exclusive of any value added tax, use tax, sales tax, withholding tax and |
643 | taxes, duties or tariffs ("Taxes") levied directly for the sale, delivery or | 654 | other taxes, duties or tariffs ("Taxes") levied directly for the sale, |
644 | use of Licensed Software hereunder pursuant to any applicable law. Such | 655 | delivery or use of Licensed Software hereunder pursuant to any applicable |
645 | applicable Taxes shall be paid by Licensee to The Qt Company, or, where | 656 | law. Such applicable Taxes shall be paid by Licensee to The Qt Company, or, |
646 | applicable, in lieu of payment of such Taxes to The Qt Company, Licensee shall | 657 | where applicable, in lieu of payment of such Taxes to The Qt Company, |
647 | provide an exemption certificate to The Qt Company and any applicable authority. | 658 | Licensee shall provide an exemption certificate to The Qt Company and any |
659 | applicable authority. | ||
648 | 660 | ||
649 | 11. RECORD-KEEPING AND REPORTING OBLIGATIONS; AUDIT RIGHTS | 661 | 11. RECORD-KEEPING AND REPORTING OBLIGATIONS; AUDIT RIGHTS |
662 | |||
650 | 11.1. Licensee's Record-keeping | 663 | 11.1. Licensee's Record-keeping |
651 | Licensee shall at all times during the Term of this Agreement and for a period | 664 | Licensee shall at all times during the Term of this Agreement and for a |
652 | of seven (7) years thereafter maintain Licensee's Records in an accurate and | 665 | period of seven (7) years thereafter maintain Licensee's Records in an |
653 | up-to-date form. Licensee's Records shall be adequate to reasonably enable The | 666 | accurate and up-to-date form. Licensee's Records shall be adequate to |
654 | Qt Company to determine Licensee's compliance with the provisions of this | 667 | reasonably enable The Qt Company to determine Licensee's compliance with |
655 | Agreement. The records shall conform to general good accounting practices. | 668 | the provisions of this Agreement. The records shall conform to general |
656 | 669 | good accounting practices. | |
657 | Licensee shall, within thirty (30) days from receiving The Qt Company's request | 670 | |
658 | to that effect, deliver to The Qt Company a report based on Licensee's Records, | 671 | Licensee shall, within thirty (30) days from receiving The Qt Company's |
659 | such report to contain information, in sufficient detail, on (i) number and | 672 | request to that effect, deliver to The Qt Company a report based on |
660 | identity of users working with Licensed Software or Open Source Qt, (ii) copies | 673 | Licensee's Records, such report to contain information, in sufficient |
661 | of Redistributables distributed by Licensee during the most recent calendar | 674 | detail, on (i) number and identity of users working with Licensed Software |
662 | quarter and/or any other term specified by The Qt Company, (iii) number of | 675 | or Open Source Qt, (ii) copies of Redistributables distributed by Licensee |
663 | undistributed copies of Redistributables and corresponding number of unused | 676 | during the most recent calendar quarter and/or any other term specified by |
664 | Distribution Licenses remaining on Licensee's account, and (iv) any other | 677 | The Qt Company, (iii) number of undistributed copies of Redistributables |
665 | information as The Qt Company may reasonably require from time to time. | 678 | and corresponding number of unused Distribution Licenses remaining on |
679 | Licensee's account, and (iv) any other information as The Qt Company may | ||
680 | reasonably require from time to time. | ||
666 | 681 | ||
667 | 11.2. The Qt Company's Audit Rights | 682 | 11.2. The Qt Company's Audit Rights |
668 | The Qt Company or an independent auditor acting on behalf of The Qt Company's, | 683 | The Qt Company or an independent auditor acting on behalf of The Qt |
669 | may, upon at least five (5) business days' prior written notice and at its | 684 | Company's, may, upon at least five (5) business days' prior written |
670 | expense, audit Licensee with respect to the Licensee's use of the Licensed | 685 | notice and at its expense, audit Licensee with respect to the Licensee's |
671 | Software, but not more frequently than once during each 6-month period. Such | 686 | use of the Licensed Software, but not more frequently than once during |
672 | audit may be conducted by mail, electronic means or through an in-person visit | 687 | each 6-month period. Such audit may be conducted by mail, electronic means |
673 | to Licensee's place of business. Any such in-person audit shall be conducted | 688 | or through an in-person visit to Licensee's place of business. Any such |
674 | during regular business hours at Licensee's facilities and shall not | 689 | in-person audit shall be conducted during regular business hours at |
675 | unreasonably interfere with Licensee's business activities. The Qt Company or | 690 | Licensee's facilities and shall not unreasonably interfere with Licensee's |
676 | the independent auditor acting on behalf of The Qt Company shall be entitled to | 691 | usiness activities. The Qt Company or the independent auditor acting on |
677 | inspect Licensee's Records and conduct necessary interviews of Licensee's | 692 | behalf of The Qt Company shall be entitled to inspect Licensee's Records |
678 | relevant employees and Contractors. All such Licensee's Records and use thereof | 693 | and conduct necessary interviews of Licensee's relevant employees and |
679 | shall be subject to an obligation of confidentiality under this Agreement. | 694 | Contractors. All such Licensee's Records and use thereof shall be subject |
680 | 695 | to an obligation of confidentiality under this Agreement. | |
681 | If an audit reveals that Licensee is using the Licensed Software beyond scope | 696 | |
682 | of the licenses Licensee has paid for, Licensee agrees to pay The Qt Company | 697 | If an audit reveals that Licensee is using the Licensed Software beyond |
683 | any amounts owed for such unauthorized use within 30 days from receipt of the | 698 | scope of the licenses Licensee has paid for, Licensee agrees to pay The Qt |
684 | corresponding invoice from The Qt Company. In addition, in the event the audit | 699 | Company any amounts owed for such unauthorized use within 30 days from |
685 | reveals a material violation of the terms of this Agreement (without | 700 | receipt of the corresponding invoice from The Qt Company. |
686 | limitation, either (i) underpayment of more than 10 % of License Fees or 10,000 | 701 | |
687 | euros (whichever is more) or (ii) distribution of products, which include or | 702 | In addition, in the event the audit reveals a material violation of the |
688 | result from Prohibited Combination, shall be deemed a material violation for | 703 | terms of this Agreement (without limitation, either (i) underpayment of |
689 | purposes of this section), then the Licensee shall pay The Qt Company's | 704 | more than 10 % of License Fees or 10,000 euros (whichever is more) or |
690 | reasonable cost of conducting such audit. | 705 | (ii) distribution of products, which include or result from Prohibited |
706 | Combination, shall be deemed a material violation for purposes of this | ||
707 | section), then the Licensee shall pay The Qt Company's reasonable cost of | ||
708 | conducting such audit. | ||
691 | 709 | ||
692 | 12. TERM AND TERMINATION | 710 | 12. TERM AND TERMINATION |
693 | 12.1. Agreement Term | 711 | 12.1. Agreement Term |
694 | This Agreement shall enter into force upon due acceptance by both Parties and | 712 | This Agreement shall enter into force upon due acceptance by both |
695 | remain in force for as long as there is any Development License(s) purchased | 713 | Parties and remain in force for as long as there is any Development |
696 | under this Agreement in force ("Term"), unless and until terminated pursuant to | 714 | License(s) purchased under this Agreement in force ("Term"), unless and |
697 | the terms of this Section 12. | 715 | until terminated pursuant to the terms of this Section 12. |
698 | 716 | ||
699 | 12.2. Termination and suspension of rights | 717 | 12.2. Termination and suspension of rights |
700 | Either Party shall have the right to terminate this Agreement upon thirty (30) | 718 | Either Party shall have the right to terminate this Agreement upon thirty |
701 | days 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 |
702 | obligation of this Agreement and fails to remedy such breach within such notice | 720 | breach of any obligation of this Agreement and fails to remedy such breach |
703 | period. | 721 | within such notice period. |
704 | 722 | ||
705 | Instead of termination, The Qt Company shall have the right to suspend or | 723 | Instead of termination, The Qt Company shall have the right to suspend or |
706 | withhold grants of all rights to the Licensed Software hereunder, including but | 724 | withhold grants of all rights to the Licensed Software hereunder, |
707 | not limited to the Development Licenses, Distribution License, and Support, | 725 | including but not limited to the Development Licenses, Distribution |
708 | should Licensee fail to make payment in timely fashion or otherwise violates or | 726 | License, and Support, should Licensee fail to make payment in timely |
709 | is reasonably suspected to violate its obligations or terms of this Agreement, | 727 | fashion or otherwise violates or is reasonably suspected to violate its |
710 | and where such violation or breach is not cured within five (5) business days | 728 | obligations or terms of this Agreement, and where such violation or breach |
711 | following The Qt Company's written notice thereof. | 729 | is not cured within five (5) business days following The Qt Company's |
730 | written notice thereof. | ||
712 | 731 | ||
713 | 12.3. Mutual Right to Terminate | 732 | 12.3. Mutual Right to Terminate |
714 | Either Party shall have the right to terminate this Agreement immediately upon | 733 | Either Party shall have the right to terminate this Agreement immediately |
715 | written notice in the event that the other Party becomes insolvent, files for | 734 | upon written notice in the event that the other Party becomes insolvent, |
716 | any form of bankruptcy, makes any assignment for the benefit of creditors, has | 735 | files for any form of bankruptcy, makes any assignment for the benefit of |
717 | a receiver, administrative receiver or officer appointed over the whole or a | 736 | creditors, has a receiver, administrative receiver or officer appointed |
718 | substantial part of its assets, ceases to conduct business, or an act | 737 | over the whole or a substantial part of its assets, ceases to conduct |
719 | equivalent to any of the above occurs under the laws of the jurisdiction of the | 738 | business, or an act equivalent to any of the above occurs under the laws |
720 | other Party. | 739 | of the jurisdiction of the other Party. |
721 | 740 | ||
722 | 12.4. Parties´ Rights and Duties upon Termination | 741 | 12.4. Parties' Rights and Duties upon Termination |
723 | Upon expiry or termination of the Agreement, Licensee shall cease and shall | 742 | Upon expiry or termination of the Agreement, Licensee shall cease and |
724 | cause all Designated Users (including those of its Affiliates' and | 743 | shall cause all Designated Users (including those of its Affiliates' and |
725 | Contractors') to cease using the Licensed Software and distribution of the | 744 | Contractors') to cease using the Licensed Software and distribution of the |
726 | Redistributables under this Agreement. | 745 | Redistributables under this Agreement. |
727 | 746 | ||
728 | Notwithstanding the above, in the event the Agreement expires or is terminated: | 747 | Notwithstanding 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 | ||
741 | Upon any such termination the Licensee shall destroy or return to The Qt | 762 | Upon any such termination the Licensee shall destroy or return to The Qt |
742 | Company all copies of the Licensed Software and all related materials and will | 763 | Company 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 | |||
749 | to The Qt Company prior to the effective date of termination, and Licensee | 770 | to The Qt Company prior to the effective date of termination, and Licensee |
750 | shall immediately pay to The Qt Company all such fees upon the effective date | 771 | shall immediately pay to The Qt Company all such fees upon the effective date |
751 | of termination. Termination of this Agreement shall not affect any rights of | 772 | of termination. Termination of this Agreement shall not affect any rights of |
752 | Customers to continue use of Applications and Devices (and therein incorporated | 773 | Customers to continue use of Applications and Devices (and therein |
753 | Redistributables). | 774 | incorporated Redistributables). |
754 | 775 | ||
755 | 12.5. Extension in case of bankruptcy | 776 | 12.5. Extension in case of bankruptcy |
756 | In the event The Qt Company is declared bankrupt under a final, non-cancellable | 777 | In the event The Qt Company is declared bankrupt under a final, |
757 | decision by relevant court of law, and this Agreement is not, at the date of | 778 | non-cancellable decision by relevant court of law, and this Agreement is not, |
758 | expiry of the Development License(s) pursuant to Section 3.1, assigned to | 779 | at the date of expiry of the Development License(s) pursuant to Section 3.1, |
759 | party, who has assumed The Qt Company's position as a legitimate licensor of | 780 | assigned to party, who has assumed The Qt Company's position as a legitimate |
760 | Licensed Software under this Agreement, then all valid licenses possessed by | 781 | licensor of Licensed Software under this Agreement, then all valid licenses |
761 | the Licensee at such date of expiry, and which the Licensee has not notified | 782 | possessed by the Licensee at such date of expiry, and which the Licensee has |
762 | for expiry, shall be extended to be valid in perpetuity under the terms of this | 783 | not notified for expiry, shall be extended to be valid in perpetuity under the |
763 | Agreement. | 784 | terms of this Agreement. |
764 | 785 | ||
765 | 13. GOVERNING LAW AND LEGAL VENUE | 786 | 13. GOVERNING LAW AND LEGAL VENUE |
787 | |||
766 | In the event this Agreement is in the name of The Qt Company Inc., a Delaware | 788 | In the event this Agreement is in the name of The Qt Company Inc., a Delaware |
767 | Corporation, then: | 789 | Corporation, 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 | ||
785 | In the event this Agreement is in the name of The Qt Company Ltd., a Finnish | 806 | In the event this Agreement is in the name of The Qt Company Ltd., a Finnish |
786 | Company, then: | 807 | Company, 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 | ||
803 | 14. GENERAL PROVISIONS | 824 | 14. GENERAL PROVISIONS |
825 | |||
804 | 14.1. No Assignment | 826 | 14.1. No Assignment |
805 | Except in the case of a merger or sale of substantially all of its corporate | 827 | Except in the case of a merger or sale of substantially all of its corporate |
806 | assets, Licensee shall not be entitled to assign or transfer all or any of its | 828 | assets, Licensee shall not be entitled to assign or transfer all or any of |
807 | rights, benefits and obligations under this Agreement without the prior written | 829 | its rights, benefits and obligations under this Agreement without the prior |
808 | consent of The Qt Company, which shall not be unreasonably withheld or delayed. | 830 | written consent of The Qt Company, which shall not be unreasonably withheld |
809 | The Qt Company shall be entitled to freely assign or transfer any of its | 831 | or delayed. The Qt Company shall be entitled to freely assign or transfer any |
810 | rights, benefits or obligations under this Agreement. | 832 | of its rights, benefits or obligations under this Agreement. |
811 | 833 | ||
812 | 14.2. No Third-Party Representations | 834 | 14.2. No Third-Party Representations |
813 | Licensee shall make no representations or warranties concerning the Licensed | 835 | Licensee 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 | |||
821 | sections include especially the following: 1, 2, 6, 7, 9, 11, 12.4, 13 and 14. | 843 | sections include especially the following: 1, 2, 6, 7, 9, 11, 12.4, 13 and 14. |
822 | 844 | ||
823 | 14.4. Entire Agreement | 845 | 14.4. Entire Agreement |
824 | This Agreement, the exhibits hereto, the License Certificate and any applicable | 846 | This Agreement, the exhibits hereto, the License Certificate and any |
825 | Purchase Order accepted by The Qt Company constitute the complete agreement | 847 | applicable Purchase Order accepted by The Qt Company constitute the complete |
826 | between the Parties and supersedes all prior or contemporaneous discussions, | 848 | agreement between the Parties and supersedes all prior or contemporaneous |
827 | representations, and proposals, written or oral, with respect to the subject | 849 | discussions, representations, and proposals, written or oral, with respect |
828 | matters discussed herein. | 850 | to the subject matters discussed herein. |
829 | 851 | ||
830 | In the event of any conflict or inconsistency between this Agreement and any | 852 | In the event of any conflict or inconsistency between this Agreement and any |
831 | Purchase Order, the terms of this Agreement will prevail over the terms of the | 853 | Purchase Order, the terms of this Agreement will prevail over the terms of |
832 | Purchase Order with respect to such conflict or inconsistency. | 854 | the Purchase Order with respect to such conflict or inconsistency. |
833 | 855 | ||
834 | Parties specifically acknowledge and agree that this Agreement prevails over | 856 | Parties specifically acknowledge and agree that this Agreement prevails |
835 | any click-to-accept or similar agreements the Designated Users may need to | 857 | over any click-to-accept or similar agreements the Designated Users may |
836 | accept online upon download of the Licensed Software, as may be required by | 858 | need to accept online upon download of the Licensed Software, as may be |
837 | The Qt Company's applicable processes relating to Licensed Software. | 859 | required by The Qt Company's applicable processes relating to Licensed |
860 | Software. | ||
838 | 861 | ||
839 | 14.5. Modifications | 862 | 14.5. Modifications |
840 | No modification of this Agreement shall be effective unless contained in a | 863 | No modification of this Agreement shall be effective unless contained in a |
841 | writing executed by an authorized representative of each Party. No term or | 864 | writing executed by an authorized representative of each Party. No term or |
842 | condition contained in Licensee's Purchase Order ("Deviating Terms") shall | 865 | condition contained in Licensee's Purchase Order ("Deviating Terms") shall |
843 | apply unless The Qt Company has expressly agreed such Deviating Terms in | 866 | apply unless The Qt Company has expressly agreed such Deviating Terms in |
844 | writing. Unless and to the extent expressly agreed by The Qt Company, any such | 867 | writing. Unless and to the extent expressly agreed by The Qt Company, any |
845 | Deviating Terms shall be deemed void and with no legal effect. For clarity, | 868 | such Deviating Terms shall be deemed void and with no legal effect. For |
846 | delivery of the Licensed Software following the receipt of the Purchase Order | 869 | clarity, delivery of the Licensed Software following the receipt of the |
847 | including Deviating Terms shall not constitute acceptance of such Deviating | 870 | Purchase Order including Deviating Terms shall not constitute acceptance of |
848 | Terms." | 871 | such Deviating Terms." |
849 | 872 | ||
850 | 14.6. Force Majeure | 873 | 14.6. Force Majeure |
851 | Except for the payment obligations hereunder, neither Party shall be liable to | 874 | Except for the payment obligations hereunder, neither Party shall be liable |
852 | the other for any delay or non-performance of its obligations hereunder in the | 875 | to the other for any delay or non-performance of its obligations hereunder |
853 | event and to the extent that such delay or non-performance is due to an event | 876 | in the event and to the extent that such delay or non-performance is due to |
854 | of act of God, terrorist attack or other similar unforeseeable catastrophic | 877 | an event of act of God, terrorist attack or other similar unforeseeable |
855 | event that prevents either Party for fulfilling its obligations under this | 878 | catastrophic event that prevents either Party for fulfilling its |
856 | Agreement and which such Party cannot avoid or circumvent ("Force Majeure | 879 | obligations under this Agreement and which such Party cannot avoid or |
857 | Event"). If the Force Majeure Event results in a delay or non-performance of a | 880 | circumvent ("Force Majeure Event"). If the Force Majeure Event results in |
858 | Party for a period of three (3) months or longer, then either Party shall have | 881 | a delay or non-performance of a Party for a period of three (3) months or |
859 | the right to terminate this Agreement with immediate effect without any | 882 | longer, then either Party shall have the right to terminate this Agreement |
860 | liability (except for the obligations of payment arising prior to the event of | 883 | with immediate effect without any liability (except for the obligations of |
861 | Force Majeure) towards the other Party. | 884 | payment arising prior to the event of Force Majeure) towards the other |
885 | Party. | ||
862 | 886 | ||
863 | 14.7. Notices | 887 | 14.7. Notices |
864 | Any notice given by one Party to the other shall be deemed properly given and | 888 | Any notice given by one Party to the other shall be deemed properly given |
865 | deemed received if specifically acknowledged by the receiving Party in writing | 889 | and deemed received if specifically acknowledged by the receiving Party in |
866 | or when successfully delivered to the recipient by hand, fax, or special | 890 | writing or when successfully delivered to the recipient by hand, fax, or |
867 | courier during normal business hours on a business day to the addresses | 891 | special courier during normal business hours on a business day to the |
868 | specified for each Party on the signature page. Each communication and document | 892 | addresses specified for each Party on the signature page. Each |
869 | made or delivered by one Party to the other Party pursuant to this Agreement | 893 | communication and document made or delivered by one Party to the other |
870 | shall be in the English language. | 894 | Party pursuant to this Agreement shall be in the English language. |
871 | 895 | ||
872 | 14.8. Export Control | 896 | 14.8. Export Control |
873 | Licensee acknowledges that the Redistributables, as incorporated in | 897 | Licensee acknowledges that the Redistributables, as incorporated in |
874 | Applications or Devices, may be subject to export control restrictions under | 898 | Applications or Devices, may be subject to export control restrictions |
875 | the applicable laws of respective countries. Licensee shall fully comply with | 899 | under the applicable laws of respective countries. Licensee shall fully |
876 | all applicable export license restrictions and requirements as well as with all | 900 | comply with all applicable export license restrictions and requirements |
877 | laws and regulations relating to the Redistributables and exercise of licenses | 901 | as well as with all laws and regulations relating to the Redistributables |
878 | hereunder and shall procure all necessary governmental authorizations, | 902 | and exercise of licenses hereunder and shall procure all necessary |
879 | including without limitation, all necessary licenses, approvals, permissions or | 903 | governmental authorizations, including without limitation, all necessary |
880 | consents, where necessary for the re-exportation of the Redistributables, | 904 | licenses, approvals, permissions or consents, where necessary for the |
881 | Applications and/or Devices. | 905 | re-exportation of the Redistributables, Applications and/or Devices. |
882 | 906 | ||
883 | 14.9. No Implied License | 907 | 14.9. No Implied License |
884 | There are no implied licenses or other implied rights granted under this | 908 | There are no implied licenses or other implied rights granted under |
885 | Agreement, and all rights, save for those expressly granted hereunder, shall | 909 | this Agreement, and all rights, save for those expressly granted hereunder, |
886 | remain with The Qt Company and its licensors. In addition, no licenses or | 910 | shall remain with The Qt Company and its licensors. In addition, no licenses |
887 | immunities are granted to the combination of the Licensed Software with any | 911 | or immunities are granted to the combination of the Licensed Software with |
888 | other software or hardware not delivered by The Qt Company under this Agreement. | 912 | any other software or hardware not delivered by The Qt Company under this |
913 | Agreement. | ||
889 | 914 | ||
890 | 14.10. Attorney Fees | 915 | 14.10. Attorney Fees |
891 | The prevailing Party in any action to enforce this Agreement shall be entitled | 916 | The prevailing Party in any action to enforce this Agreement shall be |
892 | to recover its attorney's fees and costs in connection with such action. | 917 | entitled to recover its attorney's fees and costs in connection with such |
918 | action. | ||
893 | 919 | ||
894 | 14.11. Privacy | 920 | 14.11. Privacy |
895 | Licensee acknowledges and agrees that for the purpose of this Agreement, The Qt | 921 | Licensee acknowledges and agrees that for the purpose of this Agreement, |
896 | Company may collect, use, transfer and disclose personal data pertaining to | 922 | The Qt Company may collect, use, transfer and disclose personal data |
897 | Designated Users as well as any other employees and directors of the Licensee | 923 | pertaining to Designated Users as well as any other employees and directors |
898 | and its Contractors relevant for carrying out the intent of this Agreement. | 924 | of the Licensee and its Contractors relevant for carrying out the intent of |
899 | Such personal data may be collected from the Licensee or directly from the | 925 | this Agreement. Such personal data may be collected from the Licensee or |
900 | relevant individuals. The Parties acknowledge that with regard to such personal | 926 | directly from the relevant individuals. The Parties acknowledge that with |
901 | data processed hereunder, The Qt Company shall be regarded as the Data | 927 | regard to such personal data processed hereunder, The Qt Company shall be |
902 | Controller under the applicable Data Protection Legislation. The Qt Company | 928 | regarded as the Data Controller under the applicable Data Protection |
903 | shall process any such personal data in accordance with its privacy policies | 929 | Legislation. The Qt Company shall process any such personal data in |
904 | and practices, which will comply with all applicable requirements of the Data | 930 | accordance with its privacy policies and practices, which will comply with |
905 | Protection Legislation. | 931 | all applicable requirements of the Data Protection Legislation. |
906 | 932 | ||
907 | 14.12. Severability | 933 | 14.12. Severability |
908 | If any provision of this Agreement shall be adjudged by any court of competent | 934 | If any provision of this Agreement shall be adjudged by any court of |
909 | jurisdiction to be unenforceable or invalid, that provision shall be limited or | 935 | competent jurisdiction to be unenforceable or invalid, that provision shall |
910 | eliminated to the minimum extent necessary so that this Agreement shall | 936 | be limited or eliminated to the minimum extent necessary so that this |
911 | otherwise remain in full force and effect and enforceable. | 937 | Agreement shall otherwise remain in full force and effect and enforceable. |
912 | |||
913 | |||
914 | 938 | ||
915 | APPENDICES | 939 | APPENDICES |
916 | The Agreement includes Appendix 1, and possibly one or more of the appendices | ||
917 | 3-5, depending on the product(s) purchased by the Licensee, what is stated in | ||
918 | the quote or invoice, and/or what is stated in the Licensee's License | ||
919 | Certificate. | ||
920 | 940 | ||
941 | The Agreement includes Appendix 1, and possibly one or more of the | ||
942 | appendices 3-5, depending on the product(s) purchased by the Licensee, | ||
943 | what is stated in the quote or invoice, and/or what is stated in the | ||
944 | Licensee's License Certificate. | ||
921 | 945 | ||
922 | APPENDIX 1 | 946 | APPENDIX 1 |
923 | The modules and/or tools that are included in the respective product - Qt for | 947 | |
924 | Application Development (QtAD), Qt for Device Creation (QtDC), Qt for MCUs | 948 | The 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' | 949 | for Application Development (QtAD), Qt for Device Creation (QtDC), Qt for |
926 | in the below table. | 950 | MCUs (QtMCU), Qt 3D Studio (Qt3DS) and Qt Design Studio (QtDS) - are |
927 | 951 | marked with 'X' in the below table. The modules and tools are ported to Qt 6 | |
928 | Parts of the product that are permitted for distribution in object-code form | 952 | in stages and are subject to availability. |
929 | only ("Redistributables") are marked with 'R' in the below table. | 953 | |
930 | 954 | Parts of the product that are permitted for distribution in object-code | |
931 | Modules/Tools | QtAD | QtDC | QtMCU | Qt3DS | QtDS | 955 | form only ("Redistributables") are marked with 'R' in the below table. |
932 | ------------------------------------------------------------------------------- | 956 | |
933 | Qt Core | X,R | X,R | | | | 957 | +-----------------------------------------------------------------------+ |
934 | ------------------------------------------------------------------------------- | 958 | | Modules / Tools | QtAD | QtDC | QtMCU | Qt3DS | QtDS | |
935 | Qt GUI | X,R | X,R | | | | 959 | +-----------------------------------------------------------------------+ |
936 | ------------------------------------------------------------------------------- | 960 | | Qt Core | X, R | X, R | | | | |
937 | Qt Multimedia | X,R | X,R | | | | 961 | +-----------------------------------------------------------------------+ |
938 | ------------------------------------------------------------------------------- | 962 | | Qt GUI | X, R | X, R | | | | |
939 | Qt Multimedia Widgets | X,R | X,R | | | | 963 | +-----------------------------------------------------------------------+ |
940 | ------------------------------------------------------------------------------- | 964 | | Qt Multimedia | X, R | X, R | | | | |
941 | Qt Network | X,R | X,R | | | | 965 | +-----------------------------------------------------------------------+ |
942 | ------------------------------------------------------------------------------- | 966 | | Qt Multimedia Widgets | X, R | X, R | | | | |
943 | Qt QML | X,R | X,R | | | | 967 | +-----------------------------------------------------------------------+ |
944 | ------------------------------------------------------------------------------- | 968 | | Qt Network | X, R | X, R | | | | |
945 | Qt Quick | X,R | X,R | | | | 969 | +-----------------------------------------------------------------------+ |
946 | ------------------------------------------------------------------------------- | 970 | | Qt PDF | X, R | X, R | | | | |
947 | Qt Quick Controls 2 | X,R | X,R | | | | 971 | +-----------------------------------------------------------------------+ |
948 | ------------------------------------------------------------------------------- | 972 | | Qt QML | X, R | X, R | | | | |
949 | Qt Quick Dialogs | X,R | X,R | | | | 973 | +-----------------------------------------------------------------------+ |
950 | ------------------------------------------------------------------------------- | 974 | | Qt Quick | X, R | X, R | | | | |
951 | Qt Quick Layouts | X,R | X,R | | | | 975 | +-----------------------------------------------------------------------+ |
952 | ------------------------------------------------------------------------------- | 976 | | Qt Quick Controls 2 | X, R | X, R | | | | |
953 | Qt Quick Test | X,R | X,R | | | | 977 | +-----------------------------------------------------------------------+ |
954 | ------------------------------------------------------------------------------- | 978 | | Qt Quick Dialogs | X, R | X, R | | | | |
955 | Qt SQL | X,R | X,R | | | | 979 | +-----------------------------------------------------------------------+ |
956 | ------------------------------------------------------------------------------- | 980 | | Qt Quick Layouts | X, R | X, R | | | | |
957 | Qt Test | X,R | X,R | | | | 981 | +-----------------------------------------------------------------------+ |
958 | ------------------------------------------------------------------------------- | 982 | | Qt Quick Test | X, R | X, R | | | | |
959 | Qt Widgets | X,R | X,R | | | | 983 | +-----------------------------------------------------------------------+ |
960 | ------------------------------------------------------------------------------- | 984 | | Qt SQL | X, R | X, R | | | | |
961 | Active Qt | X,R | X,R | | | | 985 | +-----------------------------------------------------------------------+ |
962 | ------------------------------------------------------------------------------- | 986 | | Qt Test | X, R | X, R | | | | |
963 | Qt 3D | X,R | X,R | | | | 987 | +-----------------------------------------------------------------------+ |
964 | ------------------------------------------------------------------------------- | 988 | | Qt Widgets | X, R | X, R | | | | |
965 | Qt Android Extras | X,R | X,R | | | | 989 | +-----------------------------------------------------------------------+ |
966 | ------------------------------------------------------------------------------- | 990 | | Active Qt | X, R | X, R | | | | |
967 | Qt Bluetooth | X,R | X,R | | | | 991 | +-----------------------------------------------------------------------+ |
968 | ------------------------------------------------------------------------------- | 992 | | Qt 3D | X, R | X, R | | | | |
969 | Qt Canvas 3D | X,R | X,R | | | | 993 | +-----------------------------------------------------------------------+ |
970 | ------------------------------------------------------------------------------- | 994 | | Qt Android Extras | X, R | X, R | | | | |
971 | Qt Concurrent | X,R | X,R | | | | 995 | +-----------------------------------------------------------------------+ |
972 | ------------------------------------------------------------------------------- | 996 | | Qt Bluetooth | X, R | X, R | | | | |
973 | Qt D-Bus | X,R | X,R | | | | 997 | +-----------------------------------------------------------------------+ |
974 | ------------------------------------------------------------------------------- | 998 | | Qt Canvas 3D | X, R | X, R | | | | |
975 | Qt Gamepad | X,R | X,R | | | | 999 | +-----------------------------------------------------------------------+ |
976 | ------------------------------------------------------------------------------- | 1000 | | Qt Concurrent | X, R | X, R | | | | |
977 | Qt Graphical Effects | X,R | X,R | | | | 1001 | +-----------------------------------------------------------------------+ |
978 | ------------------------------------------------------------------------------- | 1002 | | Qt D-Bus | X, R | X, R | | | | |
979 | Qt Help | X,R | X,R | | | | 1003 | +-----------------------------------------------------------------------+ |
980 | ------------------------------------------------------------------------------- | 1004 | | Qt Gamepad | X, R | X, R | | | | |
981 | Qt Image Formats | X,R | X,R | | | | 1005 | +-----------------------------------------------------------------------+ |
982 | ------------------------------------------------------------------------------- | 1006 | | Qt Graphical Effects | X, R | X, R | | | | |
983 | Qt Location | X,R | X,R | | | | 1007 | +-----------------------------------------------------------------------+ |
984 | ------------------------------------------------------------------------------- | 1008 | | Qt Help | X, R | X, R | | | | |
985 | Qt Mac Extras | X,R | X,R | | | | 1009 | +-----------------------------------------------------------------------+ |
986 | ------------------------------------------------------------------------------- | 1010 | | Qt Image Formats | X, R | X, R | | | | |
987 | Qt Network Authorization | X,R | X,R | | | | 1011 | +-----------------------------------------------------------------------+ |
988 | ------------------------------------------------------------------------------- | 1012 | | Qt Location | X, R | X, R | | | | |
989 | Qt NFC | X,R | X,R | | | | 1013 | +-----------------------------------------------------------------------+ |
990 | ------------------------------------------------------------------------------- | 1014 | | Qt Mac Extras | X, R | X, R | | | | |
991 | Qt Platform Headers | X,R | X,R | | | | 1015 | +-----------------------------------------------------------------------+ |
992 | ------------------------------------------------------------------------------- | 1016 | | Qt Network Authorization | X, R | X, R | | | | |
993 | Qt Positioning | X,R | X,R | | | | 1017 | +-----------------------------------------------------------------------+ |
994 | ------------------------------------------------------------------------------- | 1018 | | Qt NFC | X, R | X, R | | | | |
995 | Qt Print Support | X,R | X,R | | | | 1019 | +-----------------------------------------------------------------------+ |
996 | ------------------------------------------------------------------------------- | 1020 | | Qt Platform Headers | X, R | X, R | | | | |
997 | Qt Purchasing | X,R | X,R | | | | 1021 | +-----------------------------------------------------------------------+ |
998 | ------------------------------------------------------------------------------- | 1022 | | Qt Positioning | X, R | X, R | | | | |
999 | Qt for Python | X,R | X,R | | | | 1023 | +-----------------------------------------------------------------------+ |
1000 | ------------------------------------------------------------------------------- | 1024 | | Qt Print Support | X, R | X, R | | | | |
1001 | Qt Quick Controls | X,R | X,R | | | | 1025 | +-----------------------------------------------------------------------+ |
1002 | ------------------------------------------------------------------------------- | 1026 | | Qt Purchasing | X, R | X, R | | | | |
1003 | Qt Quick Extras | X,R | X,R | | | | 1027 | +-----------------------------------------------------------------------+ |
1004 | ------------------------------------------------------------------------------- | 1028 | | Qt for Python | X, R | X, R | | | | |
1005 | Qt Quick Widgets | X,R | X,R | | | | 1029 | +-----------------------------------------------------------------------+ |
1006 | ------------------------------------------------------------------------------- | 1030 | | Qt Quick Controls | X, R | X, R | | | | |
1007 | Qt SCXML | X,R | X,R | | | | 1031 | +-----------------------------------------------------------------------+ |
1008 | ------------------------------------------------------------------------------- | 1032 | | Qt Quick Extras | X, R | X, R | | | | |
1009 | Qt Sensors | X,R | X,R | | | | 1033 | +-----------------------------------------------------------------------+ |
1010 | ------------------------------------------------------------------------------- | 1034 | | Qt Quick Widgets | X, R | X, R | | | | |
1011 | Qt Serial Bus | X,R | X,R | | | | 1035 | +-----------------------------------------------------------------------+ |
1012 | ------------------------------------------------------------------------------- | 1036 | | Qt SCXML | X, R | X, R | | | | |
1013 | Qt Serial Port | X,R | X,R | | | | 1037 | +-----------------------------------------------------------------------+ |
1014 | ------------------------------------------------------------------------------- | 1038 | | Qt Sensors | X, R | X, R | | | | |
1015 | Qt Speech | X,R | X,R | | | | 1039 | +-----------------------------------------------------------------------+ |
1016 | ------------------------------------------------------------------------------- | 1040 | | Qt Serial Bus | X, R | X, R | | | | |
1017 | Qt SVG | X,R | X,R | | | | 1041 | +-----------------------------------------------------------------------+ |
1018 | ------------------------------------------------------------------------------- | 1042 | | Qt Serial Port | X, R | X, R | | | | |
1019 | Qt UI Tools | X,R | X,R | | | | 1043 | +-----------------------------------------------------------------------+ |
1020 | ------------------------------------------------------------------------------- | 1044 | | Qt Speech | X, R | X, R | | | | |
1021 | Qt WebChannel | X,R | X,R | | | | 1045 | +-----------------------------------------------------------------------+ |
1022 | ------------------------------------------------------------------------------- | 1046 | | Qt SVG | X, R | X, R | | | | |
1023 | Qt WebEngine | X,R | X,R | | | | 1047 | +-----------------------------------------------------------------------+ |
1024 | ------------------------------------------------------------------------------- | 1048 | | Qt UI Tools | X, R | X, R | | | | |
1025 | Qt WebSockets | X,R | X,R | | | | 1049 | +-----------------------------------------------------------------------+ |
1026 | ------------------------------------------------------------------------------- | 1050 | | Qt WebChannel | X, R | X, R | | | | |
1027 | Qt WebView | X,R | X,R | | | | 1051 | +-----------------------------------------------------------------------+ |
1028 | ------------------------------------------------------------------------------- | 1052 | | Qt WebEngine | X, R | X, R | | | | |
1029 | Qt Windows Extras | X,R | X,R | | | | 1053 | +-----------------------------------------------------------------------+ |
1030 | ------------------------------------------------------------------------------- | 1054 | | Qt WebSockets | X, R | X, R | | | | |
1031 | Qt X11 Extras | X,R | X,R | | | | 1055 | +-----------------------------------------------------------------------+ |
1032 | ------------------------------------------------------------------------------- | 1056 | | Qt WebView | X, R | X, R | | | | |
1033 | Qt XML | X,R | X,R | | | | 1057 | +-----------------------------------------------------------------------+ |
1034 | ------------------------------------------------------------------------------- | 1058 | | Qt Windows Extras | X, R | X, R | | | | |
1035 | Qt XML Patterns | X,R | X,R | | | | 1059 | +-----------------------------------------------------------------------+ |
1036 | ------------------------------------------------------------------------------- | 1060 | | Qt X11 Extras | X, R | X, R | | | | |
1037 | Qt Wayland Compositor | X,R | X,R | | | | 1061 | +-----------------------------------------------------------------------+ |
1038 | ------------------------------------------------------------------------------- | 1062 | | Qt XML | X, R | X, R | | | | |
1039 | Qt Charts | X,R | X,R | | | | 1063 | +-----------------------------------------------------------------------+ |
1040 | ------------------------------------------------------------------------------- | 1064 | | Qt XML Patterns | X, R | X, R | | | | |
1041 | Qt Data Visualization | X,R | X,R | | | | 1065 | +-----------------------------------------------------------------------+ |
1042 | ------------------------------------------------------------------------------- | 1066 | | Qt Wayland Compositor | X, R | X, R | | | | |
1043 | Qt Virtual Keyboard | X,R | X,R | | | | 1067 | +-----------------------------------------------------------------------+ |
1044 | ------------------------------------------------------------------------------- | 1068 | | Qt Charts | X, R | X, R | | | | |
1045 | Boot 2 Qt stack | | X,R | | | | 1069 | +-----------------------------------------------------------------------+ |
1046 | ------------------------------------------------------------------------------- | 1070 | | Qt Data Visualization | X, R | X, R | | | | |
1047 | Qt OTA | | X,R | | | | 1071 | +-----------------------------------------------------------------------+ |
1048 | ------------------------------------------------------------------------------- | 1072 | | Qt Virtual Keyboard | X, R | X, R | | | | |
1049 | Device Utilities | | X,R | | | | 1073 | +-----------------------------------------------------------------------+ |
1050 | ------------------------------------------------------------------------------- | 1074 | | Boot 2 Qt stack | | X, R | | | | |
1051 | Qt Debugging Bridge (QDB) Daemon | | X,R | | | | 1075 | +-----------------------------------------------------------------------+ |
1052 | ------------------------------------------------------------------------------- | 1076 | | Qt OTA | | X, R | | | | |
1053 | Qt Quick Ultralite Controls | | | X,R | | | 1077 | +-----------------------------------------------------------------------+ |
1054 | ------------------------------------------------------------------------------- | 1078 | | Device Utilities | | X, R | | | | |
1055 | Qt Quick Ultralite | | | X,R | | | 1079 | +-----------------------------------------------------------------------+ |
1056 | ------------------------------------------------------------------------------- | 1080 | | Qt Debugging Bridge (QDB) Daemon | | X, R | | | | |
1057 | Qt Creator | X | X | X | | | 1081 | +-----------------------------------------------------------------------+ |
1058 | ------------------------------------------------------------------------------- | 1082 | | Qt Quick Ultralite Controls | | | X, R | | | |
1059 | Qt Designer (Qt Widget Designer) | X | X | | | | 1083 | +-----------------------------------------------------------------------+ |
1060 | ------------------------------------------------------------------------------- | 1084 | | Qt Quick Ultralite | | | X, R | | | |
1061 | Qt Quick Designer (Qt Creator plugin) | X | X | X | | | 1085 | +-----------------------------------------------------------------------+ |
1062 | ------------------------------------------------------------------------------- | 1086 | | Qt Creator | X | X | X | | | |
1063 | Qt Linguist | X | X | X | | | 1087 | +-----------------------------------------------------------------------+ |
1064 | ------------------------------------------------------------------------------- | 1088 | | Qt Designer (Qt Widget Designer) | X | X | | | | |
1065 | Qt Assistant | X | X | X | | | 1089 | +-----------------------------------------------------------------------+ |
1066 | ------------------------------------------------------------------------------- | 1090 | | Qt Quick Designer (Qt Creator | X, R | X, R | X, R | | | |
1067 | lupdate | X | X | X | | | 1091 | | plugin) | | | | | | |
1068 | ------------------------------------------------------------------------------- | 1092 | +-----------------------------------------------------------------------+ |
1069 | lrelease | X | X | X | | | 1093 | | Qt Linguist | X, R | X, R | X, R | | | |
1070 | ------------------------------------------------------------------------------- | 1094 | +-----------------------------------------------------------------------+ |
1071 | qmake | X | X | | | | 1095 | | Qt Assistant | X, R | X, R | X, R | | | |
1072 | ------------------------------------------------------------------------------- | 1096 | +-----------------------------------------------------------------------+ |
1073 | uic | X | X | | | | 1097 | | Lupdate | X, R | X, R | X, R | | | |
1074 | ------------------------------------------------------------------------------- | 1098 | +-----------------------------------------------------------------------+ |
1075 | rcc | X | X | | | | 1099 | | Lrelease | X, R | X, R | X, R | | | |
1076 | ------------------------------------------------------------------------------- | 1100 | +-----------------------------------------------------------------------+ |
1077 | qlalr | X | X | | | | 1101 | | Qmake | X | X | | | | |
1078 | ------------------------------------------------------------------------------- | 1102 | +-----------------------------------------------------------------------+ |
1079 | qdoc | X | X | | | | 1103 | | Uic | X | X | | | | |
1080 | ------------------------------------------------------------------------------- | 1104 | +-----------------------------------------------------------------------+ |
1081 | qmlscene | X | X | | | | 1105 | | Rcc | X | X | | | | |
1082 | ------------------------------------------------------------------------------- | 1106 | +-----------------------------------------------------------------------+ |
1083 | qmlviewer | X | X | | | | 1107 | | Qlalr | X | X | | | | |
1084 | ------------------------------------------------------------------------------- | 1108 | +-----------------------------------------------------------------------+ |
1085 | Target toolchains | | X | X | | | 1109 | | Qdoc | X | X | | | | |
1086 | ------------------------------------------------------------------------------- | 1110 | +-----------------------------------------------------------------------+ |
1087 | Qt Debugging Bridge (QDB) Host Tools | | X | | | | 1111 | | Qmlscene | X | X | | | | |
1088 | ------------------------------------------------------------------------------- | 1112 | +-----------------------------------------------------------------------+ |
1089 | qtconfig-gui | | X | | | | 1113 | | Qmlviewer | X | X | | | | |
1090 | ------------------------------------------------------------------------------- | 1114 | +-----------------------------------------------------------------------+ |
1091 | Qt Emulator | | X | | | | 1115 | | Target toolchains | | X | X | | | |
1092 | ------------------------------------------------------------------------------- | 1116 | +-----------------------------------------------------------------------+ |
1093 | qmlinterfacegenerator | | | X | | | 1117 | | Qt Debugging Bridge (QDB) Host | | X | | | | |
1094 | ------------------------------------------------------------------------------- | 1118 | | Tools | | | | | | |
1095 | qmltocpp | | | X | | | 1119 | +-----------------------------------------------------------------------+ |
1096 | ------------------------------------------------------------------------------- | 1120 | | qtconfig-gui | | X | | | | |
1097 | qulfontcompiler | | | X | | | 1121 | +-----------------------------------------------------------------------+ |
1098 | ------------------------------------------------------------------------------- | 1122 | | Qt Emulator | | X | | | | |
1099 | Qt53DStudioRuntime2 | | | | X,R | | 1123 | +-----------------------------------------------------------------------+ |
1100 | ------------------------------------------------------------------------------- | 1124 | | Qmlinterfacegenerator | | | X | | | |
1101 | Qt 3D Studio | | | | X | | 1125 | +-----------------------------------------------------------------------+ |
1102 | ------------------------------------------------------------------------------- | 1126 | | Qmltocpp | | | X | | | |
1103 | Qt 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 | ||
1107 | APPENDIX 3: ADDITIONS TO LICENSED SOFTWARE | 1138 | APPENDIX 3: ADDITIONS TO LICENSED SOFTWARE |
1139 | |||
1108 | In addition to what is provided under the definition of the Licensed Software, | 1140 | In addition to what is provided under the definition of the Licensed Software, |
1109 | Parties agree that Licensed Software shall also include the Add-On Products of | 1141 | Parties agree that Licensed Software shall also include the Add-On Products of |
1110 | The Qt Company, as mentioned in this Appendix, if included in the | 1142 | The Qt Company, as mentioned in this Appendix, if included in the quote / |
1111 | quote / invoice. | 1143 | invoice. |
1112 | 1144 | ||
1113 | The Modules and/or Tools of the Licensed Software that are included with each | 1145 | The Modules and/or Tools of the Licensed Software that are included with each |
1114 | Add-On Product respectively are marked with 'X' in the below table. Parts of | 1146 | Add-On Product respectively are marked with 'X' in the below table. The modules |
1115 | the respective Add-On Product that are permitted for distribution in | 1147 | are ported to Qt 6 in stages and are subject to availability. |
1148 | |||
1149 | Parts of the respective Add-On Product that are permitted for distribution in | ||
1116 | object-code form only ("Redistributables") are marked with 'R' in the below | 1150 | object-code form only ("Redistributables") are marked with 'R' in the below |
1117 | table. | 1151 | table. |
1118 | 1152 | ||
1119 | ------------------------------------------------------------------------------- | 1153 | +------------------------------------------------------------------------------------------------+ |
1120 | | Add-On Product(s) | 1154 | | | Add-On Product(s) | |
1121 | Modules / |------------------------------------------------------------------ | 1155 | | +--------------------------------------------------------------------------+ |
1122 | Tools of |Qt for |Qt |Qt Safe |Qt |Qt |Qt | 1156 | | Modules / Tools of | Qt for | Qt | Qt | Qt | Qt | Qt | |
1123 | Licensed |Automation |Automotive |Renderer |Application|Gammaray |Deployment | 1157 | | Licensed Software | Automation | Automotive | Safe | Application | GammaRay | Deployment | |
1124 | Software | |Suite | |Manager | |Platform | 1158 | | | / Qt M2M | Suite | Renderer | Manager | | Platform | |
1125 | | | | | | |Package | 1159 | | | Protocols | | | | | Package | |
1126 | ------------------------------------------------------------------------------- | 1160 | +------------------------------------------------------------------------------------------------+ |
1127 | Qt MQTT | X,R | | | | | | 1161 | | Qt MQTT | X, R | | | | | | |
1128 | ------------------------------------------------------------------------------- | 1162 | +------------------------------------------------------------------------------------------------+ |
1129 | Qt KNX | X,R | | | | | | 1163 | | Qt KNX | X, R | | | | | | |
1130 | ------------------------------------------------------------------------------- | 1164 | +------------------------------------------------------------------------------------------------+ |
1131 | Qt OPC UA | X,R | | | | | | 1165 | | Qt OPC UA | X, R | | | | | | |
1132 | ------------------------------------------------------------------------------- | 1166 | +------------------------------------------------------------------------------------------------+ |
1133 | Qt CoAP | X,R | | | | | | 1167 | | Qt CoAP | X, R | | | | | | |
1134 | ------------------------------------------------------------------------------- | 1168 | +------------------------------------------------------------------------------------------------+ |
1135 | Qt Safe | | X,R | X,R | | | | 1169 | | Qt Safe Renderer | | X, R | X, R | | | | |
1136 | Renderer | | | | | | | 1170 | +------------------------------------------------------------------------------------------------+ |
1137 | ------------------------------------------------------------------------------- | 1171 | | Qt Application | | X, R | | X, R | | | |
1138 | Qt | | | | | | | 1172 | | Manager | | | | | | | |
1139 | Application | | X,R | | X,R | | | 1173 | +------------------------------------------------------------------------------------------------+ |
1140 | Manager | | | | | | | 1174 | | Qt IVI | | X, R | | | | | |
1141 | ------------------------------------------------------------------------------- | 1175 | +------------------------------------------------------------------------------------------------+ |
1142 | Qt IVI | | X,R | | | | | 1176 | | Reference UI | | X, R | | | | | |
1143 | ------------------------------------------------------------------------------- | 1177 | +------------------------------------------------------------------------------------------------+ |
1144 | Reference UI| | X,R | | | | | 1178 | | Qt GENIVI Extras | | X, R | | | | | |
1145 | ------------------------------------------------------------------------------- | 1179 | +------------------------------------------------------------------------------------------------+ |
1146 | Qt GENIVI | | X,R | | | | | 1180 | | QML Live | | X | | | | | |
1147 | Extras | | | | | | | 1181 | +------------------------------------------------------------------------------------------------+ |
1148 | ------------------------------------------------------------------------------- | 1182 | | Qt Creator | | X | | | | | |
1149 | QML Live | | X | | | | | 1183 | | Deployment | | | | | | | |
1150 | ------------------------------------------------------------------------------- | 1184 | +------------------------------------------------------------------------------------------------+ |
1151 | Qt Creator | | X | | | | | 1185 | | Qt Creator Plugin | | X | | X | | | |
1152 | Deployment | | | | | | | 1186 | | for Qt Application Manager | | | | | | |
1153 | ------------------------------------------------------------------------------- | 1187 | +------------------------------------------------------------------------------------------------+ |
1154 | Qt Creator | | | | | | | 1188 | | Qt Automotive Suite | | X | | | | | |
1155 | Plugin for | | | | | | | 1189 | | Deployment Server | | | | | | | |
1156 | Qt | | X | | X | | | 1190 | +------------------------------------------------------------------------------------------------+ |
1157 | Application | | | | | | | 1191 | | Qt Design Studio | | X | | | | | |
1158 | Manager | | | | | | | 1192 | +------------------------------------------------------------------------------------------------+ |
1159 | ------------------------------------------------------------------------------- | 1193 | | Qt 3D Studio | | X | | | | | |
1160 | Qt | | | | | | | 1194 | +------------------------------------------------------------------------------------------------+ |
1161 | Automotive | | | | | | | 1195 | | GammaRay | | X | | | X | | |
1162 | Suite | | X | | | | | 1196 | +------------------------------------------------------------------------------------------------+ |
1163 | Deployment | | | | | | | 1197 | | Platform adaptations| | | | | | X | |
1164 | Server | | | | | | | 1198 | | for specified | | | | | | |
1165 | ------------------------------------------------------------------------------- | 1199 | | Deployment Platforms | | | | | | |
1166 | Qt Design | | X | | | | | 1200 | +------------------------------------------------------------------------------------------------+ |
1167 | Studio | | | | | | | 1201 | | Qt for Device | | X | | | | | |
1168 | ------------------------------------------------------------------------------- | 1202 | | Creation | | | | | | | |
1169 | Qt 3D Studio| | X | | | | | 1203 | +------------------------------------------------------------------------------------------------+ |
1170 | ------------------------------------------------------------------------------- | 1204 | |
1171 | GammaRay | | X | | | X | | ||
1172 | ------------------------------------------------------------------------------- | ||
1173 | Platform | | | | | | | ||
1174 | adaptations | | | | | | | ||
1175 | for | | | | | | X | ||
1176 | specified | | | | | | | ||
1177 | Deployment | | | | | | | ||
1178 | Platforms | | | | | | | ||
1179 | ------------------------------------------------------------------------------- | ||
1180 | Qt for | | | | | | | ||
1181 | Device | | X | | | | | ||
1182 | Creation | | | | | | | ||
1183 | ------------------------------------------------------------------------------- | ||
1184 | 1205 | ||
1185 | All the above Redistributables are subject to applicable provisions and | 1206 | All the above Redistributables are subject to applicable provisions and |
1186 | limitations including but not limited to what is defined in section 3 of the | 1207 | limitations including but not limited to what is defined in section 3 of the |
1187 | Agreement. | 1208 | Agreement. |
1188 | 1209 | ||
1189 | |||
1190 | APPENDIX 4: SMALL BUSINESS AND STARTUP | 1210 | APPENDIX 4: SMALL BUSINESS AND STARTUP |
1191 | The provisions of this Appendix 4 are applicable for Start-up Companies and for | ||
1192 | the Evaluation Term.For the purpose of this Appendix 4, the following | ||
1193 | additional 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 | ||
1198 | funding, equivalent to 100,000 USD (in applicable currency) during a respective | ||
1199 | calendar year, as evidenced by duly audited records of the Licensee and | ||
1200 | approved by The Qt Company. | ||
1201 | |||
1202 | During 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 | |||
1215 | Upon 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 | ||
1212 | The provisions of this Appendix 4 are applicable for companies with an annual | ||
1213 | revenue, including funding, equivalent to maximum of 250,000 USD (in | ||
1214 | applicable currency) during the latest full calendar year, as evidenced by | ||
1215 | duly audited records of the Licensee and approved by The Qt Company | ||
1216 | ("Start-up Company"). | ||
1217 | |||
1218 | Start-up Companies are qualified for a discounted License Fee for maximum of | ||
1219 | four (4) Development Licenses ("Start-up Development License") unless | ||
1220 | otherwise agreed between the parties. | ||
1221 | |||
1222 | Start-up Development License entitles the respective Designated User for | ||
1223 | Support only for installation related issues. | ||
1224 | |||
1225 | Upon expiry of the respective License Term, the Start-up Development | ||
1226 | Licenses shall be automatically extended, pursuant to Section 3.1 of the | ||
1227 | Agreement, 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 | ||
1229 | Development Licenses (if the Licensee no longer qualifies as a Start-up | ||
1230 | ompany). | ||
1235 | 1231 | ||
1236 | APPENDIX 5: NON-COMMERCIAL USE | 1232 | APPENDIX 5: NON-COMMERCIAL USE |
1237 | The provisions of this Appendix 5 are applicable for non-commercial use of the | 1233 | The provisions of this Appendix 5 are applicable for non-commercial use of |
1238 | Licensed Software by the Licensee. | 1234 | the Licensed Software by the Licensee. |
1239 | 1235 | ||
1240 | For the purpose of this Appendix 5, the following additional definitions | 1236 | For 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) |
1242 | applicable: | 1238 | shall 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 |
1245 | the Licensed Software along with Licensee's software and/or hardware, and (ii) | 1241 | the Licensed Software along with Licensee's software and/or hardware, and |
1246 | prototype 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 |
1253 | of Licensed Software, (ii) building Demo Units as well as (iii) educational | 1249 | testing of Licensed Software, (ii) building Demo Units as well as (iii) |
1254 | use. | 1250 | educational 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 |
1257 | may be agreed between the Parties. | 1253 | as may be agreed between the Parties. |
1258 | 1254 | ||
1259 | For the purpose of this Appendix 5, the following changes shall be agreed with | 1255 | For the purpose of this Appendix 5, the following changes shall be agreed |
1260 | respect to relevant Sections of the Agreement: | 1256 | with 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 | 1314 | Except for the modifications specified above, this Appendix carries no | |
1319 | "This Agreement shall enter into force upon due acceptance by both | 1315 | change 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 | |||
1329 | Except for the modifications specified above, this Appendix carries no change | ||
1330 | to the terms of the Agreement which shall remain in full force. | ||
1331 | |||