Name=qtvirtualkeyboard
Version= 5.15.2+gitAUTOINC+7b90415c58
Licenses= GPL-3.0 | The-Qt-Company-Commercial
LIC: /home/user/yocto-ktn/build-01070/tmp/deploy/licenses/qtvirtualkeyboard/generic_GPL-3.0
GNU GENERAL PUBLIC LICENSE
Version 3, 29 June 2007
Copyright © 2007 Free Software Foundation, Inc.
Everyone is permitted to copy and distribute verbatim copies of this license document, but changing it is not allowed.
Preamble
The GNU General Public License is a free, copyleft license for software and other kinds of works.
The licenses for most software and other practical works are designed to take away your freedom to share and change the works. By contrast, the GNU General Public License is intended to guarantee your freedom to share and change all versions of a program--to make sure it remains free software for all its users. We, the Free Software Foundation, use the GNU General Public License for most of our software; it applies also to any other work released this way by its authors. You can apply it to your programs, too.
When we speak of free software, we are referring to freedom, not price. Our General Public Licenses are designed to make sure that you have the freedom to distribute copies of free software (and charge for them if you wish), that you receive source code or can get it if you want it, that you can change the software or use pieces of it in new free programs, and that you know you can do these things.
To protect your rights, we need to prevent others from denying you these rights or asking you to surrender the rights. Therefore, you have certain responsibilities if you distribute copies of the software, or if you modify it: responsibilities to respect the freedom of others.
For example, if you distribute copies of such a program, whether gratis or for a fee, you must pass on to the recipients the same freedoms that you received. You must make sure that they, too, receive or can get the source code. And you must show them these terms so they know their rights.
Developers that use the GNU GPL protect your rights with two steps: (1) assert copyright on the software, and (2) offer you this License giving you legal permission to copy, distribute and/or modify it.
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Some devices are designed to deny users access to install or run modified versions of the software inside them, although the manufacturer can do so. This is fundamentally incompatible with the aim of protecting users' freedom to change the software. The systematic pattern of such abuse occurs in the area of products for individuals to use, which is precisely where it is most unacceptable. Therefore, we have designed this version of the GPL to prohibit the practice for those products. If such problems arise substantially in other domains, we stand ready to extend this provision to those domains in future versions of the GPL, as needed to protect the freedom of users.
Finally, every program is threatened constantly by software patents. States should not allow patents to restrict development and use of software on general-purpose computers, but in those that do, we wish to avoid the special danger that patents applied to a free program could make it effectively proprietary. To prevent this, the GPL assures that patents cannot be used to render the program non-free.
The precise terms and conditions for copying, distribution and modification follow.
TERMS AND CONDITIONS
0. Definitions.
“This License” refers to version 3 of the GNU General Public License.
“Copyright” also means copyright-like laws that apply to other kinds of works, such as semiconductor masks.
“The Program” refers to any copyrightable work licensed under this License. Each licensee is addressed as “you”. “Licensees” and “recipients” may be individuals or organizations.
To “modify” a work means to copy from or adapt all or part of the work in a fashion requiring copyright permission, other than the making of an exact copy. The resulting work is called a “modified version” of the earlier work or a work “based on” the earlier work.
A “covered work” means either the unmodified Program or a work based on the Program.
To “propagate” a work means to do anything with it that, without permission, would make you directly or secondarily liable for infringement under applicable copyright law, except executing it on a computer or modifying a private copy. Propagation includes copying, distribution (with or without modification), making available to the public, and in some countries other activities as well.
To “convey” a work means any kind of propagation that enables other parties to make or receive copies. Mere interaction with a user through a computer network, with no transfer of a copy, is not conveying.
An interactive user interface displays “Appropriate Legal Notices” to the extent that it includes a convenient and prominently visible feature that (1) displays an appropriate copyright notice, and (2) tells the user that there is no warranty for the work (except to the extent that warranties are provided), that licensees may convey the work under this License, and how to view a copy of this License. If the interface presents a list of user commands or options, such as a menu, a prominent item in the list meets this criterion.
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The “Corresponding Source” for a work in object code form means all the source code needed to generate, install, and (for an executable work) run the object code and to modify the work, including scripts to control those activities. However, it does not include the work's System Libraries, or general-purpose tools or generally available free programs which are used unmodified in performing those activities but which are not part of the work. For example, Corresponding Source includes interface definition files associated with source files for the work, and the source code for shared libraries and dynamically linked subprograms that the work is specifically designed to require, such as by intimate data communication or control flow between those subprograms and other parts of the work.
The Corresponding Source need not include anything that users can regenerate automatically from other parts of the Corresponding Source.
The Corresponding Source for a work in source code form is that same work.
2. Basic Permissions.
All rights granted under this License are granted for the term of copyright on the Program, and are irrevocable provided the stated conditions are met. This License explicitly affirms your unlimited permission to run the unmodified Program. The output from running a covered work is covered by this License only if the output, given its content, constitutes a covered work. This License acknowledges your rights of fair use or other equivalent, as provided by copyright law.
You may make, run and propagate covered works that you do not convey, without conditions so long as your license otherwise remains in force. You may convey covered works to others for the sole purpose of having them make modifications exclusively for you, or provide you with facilities for running those works, provided that you comply with the terms of this License in conveying all material for which you do not control copyright. Those thus making or running the covered works for you must do so exclusively on your behalf, under your direction and control, on terms that prohibit them from making any copies of your copyrighted material outside their relationship with you.
Conveying under any other circumstances is permitted solely under the conditions stated below. Sublicensing is not allowed; section 10 makes it unnecessary.
3. Protecting Users' Legal Rights From Anti-Circumvention Law.
No covered work shall be deemed part of an effective technological measure under any applicable law fulfilling obligations under article 11 of the WIPO copyright treaty adopted on 20 December 1996, or similar laws prohibiting or restricting circumvention of such measures.
When you convey a covered work, you waive any legal power to forbid circumvention of technological measures to the extent such circumvention is effected by exercising rights under this License with respect to the covered work, and you disclaim any intention to limit operation or modification of the work as a means of enforcing, against the work's users, your or third parties' legal rights to forbid circumvention of technological measures.
4. Conveying Verbatim Copies.
You may convey verbatim copies of the Program's source code as you receive it, in any medium, provided that you conspicuously and appropriately publish on each copy an appropriate copyright notice; keep intact all notices stating that this License and any non-permissive terms added in accord with section 7 apply to the code; keep intact all notices of the absence of any warranty; and give all recipients a copy of this License along with the Program.
You may charge any price or no price for each copy that you convey, and you may offer support or warranty protection for a fee.
5. Conveying Modified Source Versions.
You may convey a work based on the Program, or the modifications to produce it from the Program, in the form of source code under the terms of section 4, provided that you also meet all of these conditions:
* a) The work must carry prominent notices stating that you modified it, and giving a relevant date.
* b) The work must carry prominent notices stating that it is released under this License and any conditions added under section 7. This requirement modifies the requirement in section 4 to “keep intact all notices”.
* c) You must license the entire work, as a whole, under this License to anyone who comes into possession of a copy. This License will therefore apply, along with any applicable section 7 additional terms, to the whole of the work, and all its parts, regardless of how they are packaged. This License gives no permission to license the work in any other way, but it does not invalidate such permission if you have separately received it.
* d) If the work has interactive user interfaces, each must display Appropriate Legal Notices; however, if the Program has interactive interfaces that do not display Appropriate Legal Notices, your work need not make them do so.
A compilation of a covered work with other separate and independent works, which are not by their nature extensions of the covered work, and which are not combined with it such as to form a larger program, in or on a volume of a storage or distribution medium, is called an “aggregate” if the compilation and its resulting copyright are not used to limit the access or legal rights of the compilation's users beyond what the individual works permit. Inclusion of a covered work in an aggregate does not cause this License to apply to the other parts of the aggregate.
6. Conveying Non-Source Forms.
You may convey a covered work in object code form under the terms of sections 4 and 5, provided that you also convey the machine-readable Corresponding Source under the terms of this License, in one of these ways:
* a) Convey the object code in, or embodied in, a physical product (including a physical distribution medium), accompanied by the Corresponding Source fixed on a durable physical medium customarily used for software interchange.
* b) Convey the object code in, or embodied in, a physical product (including a physical distribution medium), accompanied by a written offer, valid for at least three years and valid for as long as you offer spare parts or customer support for that product model, to give anyone who possesses the object code either (1) a copy of the Corresponding Source for all the software in the product that is covered by this License, on a durable physical medium customarily used for software interchange, for a price no more than your reasonable cost of physically performing this conveying of source, or (2) access to copy the Corresponding Source from a network server at no charge.
* c) Convey individual copies of the object code with a copy of the written offer to provide the Corresponding Source. This alternative is allowed only occasionally and noncommercially, and only if you received the object code with such an offer, in accord with subsection 6b.
* d) Convey the object code by offering access from a designated place (gratis or for a charge), and offer equivalent access to the Corresponding Source in the same way through the same place at no further charge. You need not require recipients to copy the Corresponding Source along with the object code. If the place to copy the object code is a network server, the Corresponding Source may be on a different server (operated by you or a third party) that supports equivalent copying facilities, provided you maintain clear directions next to the object code saying where to find the Corresponding Source. Regardless of what server hosts the Corresponding Source, you remain obligated to ensure that it is available for as long as needed to satisfy these requirements.
* e) Convey the object code using peer-to-peer transmission, provided you inform other peers where the object code and Corresponding Source of the work are being offered to the general public at no charge under subsection 6d.
A separable portion of the object code, whose source code is excluded from the Corresponding Source as a System Library, need not be included in conveying the object code work.
A “User Product” is either (1) a “consumer product”, which means any tangible personal property which is normally used for personal, family, or household purposes, or (2) anything designed or sold for incorporation into a dwelling. In determining whether a product is a consumer product, doubtful cases shall be resolved in favor of coverage. For a particular product received by a particular user, “normally used” refers to a typical or common use of that class of product, regardless of the status of the particular user or of the way in which the particular user actually uses, or expects or is expected to use, the product. A product is a consumer product regardless of whether the product has substantial commercial, industrial or non-consumer uses, unless such uses represent the only significant mode of use of the product.
“Installation Information” for a User Product means any methods, procedures, authorization keys, or other information required to install and execute modified versions of a covered work in that User Product from a modified version of its Corresponding Source. The information must suffice to ensure that the continued functioning of the modified object code is in no case prevented or interfered with solely because modification has been made.
If you convey an object code work under this section in, or with, or specifically for use in, a User Product, and the conveying occurs as part of a transaction in which the right of possession and use of the User Product is transferred to the recipient in perpetuity or for a fixed term (regardless of how the transaction is characterized), the Corresponding Source conveyed under this section must be accompanied by the Installation Information. But this requirement does not apply if neither you nor any third party retains the ability to install modified object code on the User Product (for example, the work has been installed in ROM).
The requirement to provide Installation Information does not include a requirement to continue to provide support service, warranty, or updates for a work that has been modified or installed by the recipient, or for the User Product in which it has been modified or installed. Access to a network may be denied when the modification itself materially and adversely affects the operation of the network or violates the rules and protocols for communication across the network.
Corresponding Source conveyed, and Installation Information provided, in accord with this section must be in a format that is publicly documented (and with an implementation available to the public in source code form), and must require no special password or key for unpacking, reading or copying.
7. Additional Terms.
“Additional permissions” are terms that supplement the terms of this License by making exceptions from one or more of its conditions. Additional permissions that are applicable to the entire Program shall be treated as though they were included in this License, to the extent that they are valid under applicable law. If additional permissions apply only to part of the Program, that part may be used separately under those permissions, but the entire Program remains governed by this License without regard to the additional permissions.
When you convey a copy of a covered work, you may at your option remove any additional permissions from that copy, or from any part of it. (Additional permissions may be written to require their own removal in certain cases when you modify the work.) You may place additional permissions on material, added by you to a covered work, for which you have or can give appropriate copyright permission.
Notwithstanding any other provision of this License, for material you add to a covered work, you may (if authorized by the copyright holders of that material) supplement the terms of this License with terms:
* a) Disclaiming warranty or limiting liability differently from the terms of sections 15 and 16 of this License; or
* b) Requiring preservation of specified reasonable legal notices or author attributions in that material or in the Appropriate Legal Notices displayed by works containing it; or
* c) Prohibiting misrepresentation of the origin of that material, or requiring that modified versions of such material be marked in reasonable ways as different from the original version; or
* d) Limiting the use for publicity purposes of names of licensors or authors of the material; or
* e) Declining to grant rights under trademark law for use of some trade names, trademarks, or service marks; or
* f) Requiring indemnification of licensors and authors of that material by anyone who conveys the material (or modified versions of it) with contractual assumptions of liability to the recipient, for any liability that these contractual assumptions directly impose on those licensors and authors.
All other non-permissive additional terms are considered “further restrictions” within the meaning of section 10. If the Program as you received it, or any part of it, contains a notice stating that it is governed by this License along with a term that is a further restriction, you may remove that term. If a license document contains a further restriction but permits relicensing or conveying under this License, you may add to a covered work material governed by the terms of that license document, provided that the further restriction does not survive such relicensing or conveying.
If you add terms to a covered work in accord with this section, you must place, in the relevant source files, a statement of the additional terms that apply to those files, or a notice indicating where to find the applicable terms.
Additional terms, permissive or non-permissive, may be stated in the form of a separately written license, or stated as exceptions; the above requirements apply either way.
8. Termination.
You may not propagate or modify a covered work except as expressly provided under this License. Any attempt otherwise to propagate or modify it is void, and will automatically terminate your rights under this License (including any patent licenses granted under the third paragraph of section 11).
However, if you cease all violation of this License, then your license from a particular copyright holder is reinstated (a) provisionally, unless and until the copyright holder explicitly and finally terminates your license, and (b) permanently, if the copyright holder fails to notify you of the violation by some reasonable means prior to 60 days after the cessation.
Moreover, your license from a particular copyright holder is reinstated permanently if the copyright holder notifies you of the violation by some reasonable means, this is the first time you have received notice of violation of this License (for any work) from that copyright holder, and you cure the violation prior to 30 days after your receipt of the notice.
Termination of your rights under this section does not terminate the licenses of parties who have received copies or rights from you under this License. If your rights have been terminated and not permanently reinstated, you do not qualify to receive new licenses for the same material under section 10.
9. Acceptance Not Required for Having Copies.
You are not required to accept this License in order to receive or run a copy of the Program. Ancillary propagation of a covered work occurring solely as a consequence of using peer-to-peer transmission to receive a copy likewise does not require acceptance. However, nothing other than this License grants you permission to propagate or modify any covered work. These actions infringe copyright if you do not accept this License. Therefore, by modifying or propagating a covered work, you indicate your acceptance of this License to do so.
10. Automatic Licensing of Downstream Recipients.
Each time you convey a covered work, the recipient automatically receives a license from the original licensors, to run, modify and propagate that work, subject to this License. You are not responsible for enforcing compliance by third parties with this License.
An “entity transaction” is a transaction transferring control of an organization, or substantially all assets of one, or subdividing an organization, or merging organizations. If propagation of a covered work results from an entity transaction, each party to that transaction who receives a copy of the work also receives whatever licenses to the work the party's predecessor in interest had or could give under the previous paragraph, plus a right to possession of the Corresponding Source of the work from the predecessor in interest, if the predecessor has it or can get it with reasonable efforts.
You may not impose any further restrictions on the exercise of the rights granted or affirmed under this License. For example, you may not impose a license fee, royalty, or other charge for exercise of rights granted under this License, and you may not initiate litigation (including a cross-claim or counterclaim in a lawsuit) alleging that any patent claim is infringed by making, using, selling, offering for sale, or importing the Program or any portion of it.
11. Patents.
A “contributor” is a copyright holder who authorizes use under this License of the Program or a work on which the Program is based. The work thus licensed is called the contributor's “contributor version”.
A contributor's “essential patent claims” are all patent claims owned or controlled by the contributor, whether already acquired or hereafter acquired, that would be infringed by some manner, permitted by this License, of making, using, or selling its contributor version, but do not include claims that would be infringed only as a consequence of further modification of the contributor version. For purposes of this definition, “control” includes the right to grant patent sublicenses in a manner consistent with the requirements of this License.
Each contributor grants you a non-exclusive, worldwide, royalty-free patent license under the contributor's essential patent claims, to make, use, sell, offer for sale, import and otherwise run, modify and propagate the contents of its contributor version.
In the following three paragraphs, a “patent license” is any express agreement or commitment, however denominated, not to enforce a patent (such as an express permission to practice a patent or covenant not to sue for patent infringement). To “grant” such a patent license to a party means to make such an agreement or commitment not to enforce a patent against the party.
If you convey a covered work, knowingly relying on a patent license, and the Corresponding Source of the work is not available for anyone to copy, free of charge and under the terms of this License, through a publicly available network server or other readily accessible means, then you must either (1) cause the Corresponding Source to be so available, or (2) arrange to deprive yourself of the benefit of the patent license for this particular work, or (3) arrange, in a manner consistent with the requirements of this License, to extend the patent license to downstream recipients. “Knowingly relying” means you have actual knowledge that, but for the patent license, your conveying the covered work in a country, or your recipient's use of the covered work in a country, would infringe one or more identifiable patents in that country that you have reason to believe are valid.
If, pursuant to or in connection with a single transaction or arrangement, you convey, or propagate by procuring conveyance of, a covered work, and grant a patent license to some of the parties receiving the covered work authorizing them to use, propagate, modify or convey a specific copy of the covered work, then the patent license you grant is automatically extended to all recipients of the covered work and works based on it.
A patent license is “discriminatory” if it does not include within the scope of its coverage, prohibits the exercise of, or is conditioned on the non-exercise of one or more of the rights that are specifically granted under this License. You may not convey a covered work if you are a party to an arrangement with a third party that is in the business of distributing software, under which you make payment to the third party based on the extent of your activity of conveying the work, and under which the third party grants, to any of the parties who would receive the covered work from you, a discriminatory patent license (a) in connection with copies of the covered work conveyed by you (or copies made from those copies), or (b) primarily for and in connection with specific products or compilations that contain the covered work, unless you entered into that arrangement, or that patent license was granted, prior to 28 March 2007.
Nothing in this License shall be construed as excluding or limiting any implied license or other defenses to infringement that may otherwise be available to you under applicable patent law.
12. No Surrender of Others' Freedom.
If conditions are imposed on you (whether by court order, agreement or otherwise) that contradict the conditions of this License, they do not excuse you from the conditions of this License. If you cannot convey a covered work so as to satisfy simultaneously your obligations under this License and any other pertinent obligations, then as a consequence you may not convey it at all. For example, if you agree to terms that obligate you to collect a royalty for further conveying from those to whom you convey the Program, the only way you could satisfy both those terms and this License would be to refrain entirely from conveying the Program.
13. Use with the GNU Affero General Public License.
Notwithstanding any other provision of this License, you have permission to link or combine any covered work with a work licensed under version 3 of the GNU Affero General Public License into a single combined work, and to convey the resulting work. The terms of this License will continue to apply to the part which is the covered work, but the special requirements of the GNU Affero General Public License, section 13, concerning interaction through a network will apply to the combination as such.
14. Revised Versions of this License.
The Free Software Foundation may publish revised and/or new versions of the GNU General Public License from time to time. Such new versions will be similar in spirit to the present version, but may differ in detail to address new problems or concerns.
Each version is given a distinguishing version number. If the Program specifies that a certain numbered version of the GNU General Public License “or any later version” applies to it, you have the option of following the terms and conditions either of that numbered version or of any later version published by the Free Software Foundation. If the Program does not specify a version number of the GNU General Public License, you may choose any version ever published by the Free Software Foundation.
If the Program specifies that a proxy can decide which future versions of the GNU General Public License can be used, that proxy's public statement of acceptance of a version permanently authorizes you to choose that version for the Program.
Later license versions may give you additional or different permissions. However, no additional obligations are imposed on any author or copyright holder as a result of your choosing to follow a later version.
15. Disclaimer of Warranty.
THERE IS NO WARRANTY FOR THE PROGRAM, TO THE EXTENT PERMITTED BY APPLICABLE LAW. EXCEPT WHEN OTHERWISE STATED IN WRITING THE COPYRIGHT HOLDERS AND/OR OTHER PARTIES PROVIDE THE PROGRAM “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE PROGRAM IS WITH YOU. SHOULD THE PROGRAM PROVE DEFECTIVE, YOU ASSUME THE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION.
16. Limitation of Liability.
IN NO EVENT UNLESS REQUIRED BY APPLICABLE LAW OR AGREED TO IN WRITING WILL ANY COPYRIGHT HOLDER, OR ANY OTHER PARTY WHO MODIFIES AND/OR CONVEYS THE PROGRAM AS PERMITTED ABOVE, BE LIABLE TO YOU FOR DAMAGES, INCLUDING ANY GENERAL, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE PROGRAM (INCLUDING BUT NOT LIMITED TO LOSS OF DATA OR DATA BEING RENDERED INACCURATE OR LOSSES SUSTAINED BY YOU OR THIRD PARTIES OR A FAILURE OF THE PROGRAM TO OPERATE WITH ANY OTHER PROGRAMS), EVEN IF SUCH HOLDER OR OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
17. Interpretation of Sections 15 and 16.
If the disclaimer of warranty and limitation of liability provided above cannot be given local legal effect according to their terms, reviewing courts shall apply local law that most closely approximates an absolute waiver of all civil liability in connection with the Program, unless a warranty or assumption of liability accompanies a copy of the Program in return for a fee.
END OF TERMS AND CONDITIONS
How to Apply These Terms to Your New Programs
If you develop a new program, and you want it to be of the greatest possible use to the public, the best way to achieve this is to make it free software which everyone can redistribute and change under these terms.
To do so, attach the following notices to the program. It is safest to attach them to the start of each source file to most effectively state the exclusion of warranty; and each file should have at least the “copyright” line and a pointer to where the full notice is found.
Copyright (C)
This program is free software: you can redistribute it and/or modify
it under the terms of the GNU General Public License as published by
the Free Software Foundation, either version 3 of the License, or
(at your option) any later version.
This program is distributed in the hope that it will be useful,
but WITHOUT ANY WARRANTY; without even the implied warranty of
MERCHANTABILITY or FITNESS FOR A PARTICULAR PURPOSE. See the
GNU General Public License for more details.
You should have received a copy of the GNU General Public License
along with this program. If not, see .
Also add information on how to contact you by electronic and paper mail.
If the program does terminal interaction, make it output a short notice like this when it starts in an interactive mode:
Copyright (C)
This program comes with ABSOLUTELY NO WARRANTY; for details type `show w'.
This is free software, and you are welcome to redistribute it
under certain conditions; type `show c' for details.
The hypothetical commands `show w' and `show c' should show the appropriate parts of the General Public License. Of course, your program's commands might be different; for a GUI interface, you would use an “about box”.
You should also get your employer (if you work as a programmer) or school, if any, to sign a “copyright disclaimer” for the program, if necessary. For more information on this, and how to apply and follow the GNU GPL, see .
The GNU General Public License does not permit incorporating your program into proprietary programs. If your program is a subroutine library, you may consider it more useful to permit linking proprietary applications with the library. If this is what you want to do, use the GNU Lesser General Public License instead of this License. But first, please read .
LIC: /home/user/yocto-ktn/build-01070/tmp/deploy/licenses/qtvirtualkeyboard/generic_The-Qt-Company-Commercial
QT LICENSE AGREEMENT
Agreement version 4.2.1
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trade, exchange, loan, lease, rental or other distribution by or on behalf of
Licensee to a third party of Redistributables in connection with Devices
pursuant to license grant described in Section 3.3 of this Agreement.
"Distribution License Packs" shall mean set of prepaid Distribution Licenses
for distribution of Redistributables, as defined in The Qt Company's standard
price list, quote, Purchase Order confirmation or in an appendix hereto, as
the case may be.
"Intellectual Property Rights" shall mean patents (including utility models),
design patents, and designs (whether or not capable of registration), chip
topography rights and other like protection, copyrights, trademarks, service
marks, trade names, logos or other words or symbols and any other form of
statutory protection of any kind and applications for any of the foregoing as
well as any trade secrets.
"License Certificate" shall mean a certificate generated by The Qt Company for
each Designated User respectively upon them downloading the Licensed Software,
which will be available under respective Designated User's Qt Account at
account.qt.io. License Certificates will specify the Designated User, the
Development Platforms, Deployment Platforms and the License Term. Such terms
are considered part of the licenses granted hereunder and shall be updated
from time to time to reflect any agreed changes to the foregoing terms
relating to Designated User's rights to the Licensed Software.
"License Fee" shall mean the fee charged to the Licensee for rights granted
under the terms of this Agreement.
"License Term" shall mean the agreed validity period of the Development License
of the respective Designated User, during which time the Designated User is
entitled to use the Licensed Software, as set forth in the respective License
Certificate.
"Licensed Software" shall mean either
(i) Qt for Application Development or
(ii) Qt for Device Creation, and/or
(iii) Qt 3D Studio, and/or
(iv) Qt Design Studio, and/or
(v) Qt for MCUs, and/or
(vi) selected Add-on Products, if any,
depending on which product(s) the Licensee has purchased under this Agreement,
as well as corresponding online or electronic documentation, associated media
and printed materials, including the source code (where applicable), example
programs and the documentation, licensed to the Licensee under this Agreement.
Licensed Software does not include Third Party Software (as defined in Section
4) or Open Source Qt. The Qt Company may, in the course of its development
activities, at its free and absolute discretion and without any obligation to
send or publish any notifications to the Licensee or in general, make changes,
additions or deletions in the components and functionalities of the Licensed
Software, provided that no such changes, additions or deletions will affect
the already released version of the Licensed Software, but only upcoming
version(s).
"Licensee" shall mean the individual or legal entity that is party to this
Agreement, as identified on the signature page hereof.
"Licensee's Records" shall mean books and records that are likely to contain
information bearing on Licensee's compliance with this Agreement, Licensee's
use of Open Source Qt and/or the payments due to The Qt Company under this
Agreement, including, but not limited to user information, assembly logs,
sales records and distribution records.
"Modified Software" shall have the meaning as set forth in Section 2.3.
"Online Services" shall mean any services or access to systems made available
by The Qt Company to the Licensee over the Internet relating to the Licensed
Software or for the purpose of use by the Licensee of the Licensed Software or
Support. Use of any such Online Services is discretionary for the Licensee and
some of them may be subject to additional fees.
"Open Source Qt" shall mean the non-commercial Qt computer software products,
licensed under the terms of the GNU Lesser General Public License, version 2.1
or later ("LGPL") or the GNU General Public License, version 2.0 or later
("GPL"). For clarity, Open Source Qt shall not be provided nor governed under
this Agreement.
"Party" or "Parties" shall mean Licensee and/or The Qt Company.
"Permitted Combination" shall have the meaning as set forth in Section
3.4(viii).
"Pre-Release Code" shall have the meaning as set forth in Section 4.
"Prohibited Combination" shall mean any means to (i) use, combine, incorporate,
link or integrate Licensed Software with any software created with or
incorporating Open Source Qt, (ii) use Licensed Software for creation of any
software created with or incorporating Open Source Qt, or (iii) incorporate or
integrate Applications into a hardware device or product other than a Device.
"Qt 3D Studio" shall mean The Qt Company's productized offering, which consist
of all versions of modules and tools as set forth in Appendix 1.
"Qt Design Studio" shall mean The Qt Company's productized offering, which
consist of all versions of modules and tools as set forth in Appendix 1.
"Qt for Application Development" shall mean The Qt Company's productized
offering, which consist of all versions of modules and tools as set forth in
Appendix 1.
"Qt for Device Creation" shall mean The Qt Company's productized offering,
which consist of all versions of modules and tools as set forth in Appendix 1.
"Qt for MCUs" shall mean The Qt Company's productized offering, which consist
of all versions of modules and tools as set forth in Appendix 1.
"Redistributables" shall mean the portions of the Licensed Software set forth
in Appendix 1 that may be distributed pursuant to the terms of this Agreement
in object code form only, including any relevant documentation. Where
relevant, any reference to Licensed Software in this Agreement shall include
and refer also to Redistributables.
"Renewal Term" shall mean an extension of previous License Term as agreed
between the Parties.
"Submitted Modified Software" shall have the meaning as set forth in
Section 2.3.
"Support" shall mean standard developer support that is provided by The Qt
Company to assist Designated Users in using the Licensed Software in
accordance with The Qt Company's standard support terms available at
https://www.qt.io/terms-conditions/ and as further defined in Section 8
hereunder.
"Taxes" shall have the meaning set forth in Section 10.5.
"Term" shall have the meaning set forth in Section 12.
"The Qt Company" shall mean:
(i) in the event Licensee is an individual residing in the United
States or a legal entity incorporated in the United States or
having its headquarters in the United States, The Qt Company Inc.,
a Delaware corporation with its office at 2350 Mission College
Blvd., Suite 1020, Santa Clara, CA 95054, USA.; or
(ii) in the event the Licensee is an individual residing outside of the
United States or a legal entity incorporated outside of the United
States or having its registered office outside of the United
States, The Qt Company Ltd., a Finnish company with its registered
office at Bertel Jungin aukio D3A, 02600 Espoo, Finland.
"Third-Party Software" shall have the meaning set forth in Section 4.
"Updates" shall mean a release or version of the Licensed Software containing
bug fixes, error corrections and other changes that are generally made
available to users of the Licensed Software that have contracted for Support.
Updates are generally depicted as a change to the digits following the decimal
in the Licensed Software version number. The Qt Company shall make Updates
available to the Licensee under the Support. Updates shall be considered as
part of the Licensed Software hereunder.
"Upgrades" shall mean a release or version of the Licensed Software containing
enhancements and new features and are generally depicted as a change to the
first digit of the Licensed Software version number. In the event Upgrades are
provided to the Licensee under this Agreement, they shall be considered as
part of the Licensed Software hereunder.
2. OWNERSHIP
2.1. Ownership of The Qt Company
The Licensed Software is protected by copyright laws and international
copyright treaties, as well as other intellectual property laws and
treaties. The Licensed Software is licensed, not sold.
All of The Qt Company's Intellectual Property Rights are and shall remain the
exclusive property of The Qt Company or its licensors respectively.
2.2. Ownership of Licensee
All the Licensee's Intellectual Property Rights are and shall remain the
exclusive property of the Licensee or its licensors respectively.
All Intellectual Property Rights to the Modified Software, Applications and
Devices shall remain with the Licensee and no rights thereto shall be granted
by the Licensee to The Qt Company under this Agreement (except as set forth in
Section 2.3 below).
2.3. Modified Software
Licensee may create bug-fixes, error corrections, patches or modifications to
the Licensed Software ("Modified Software"). Such Modified Software may break
the source or binary compatibility with the Licensed Software (including
without limitation through changing the application programming interfaces
("API") or by adding, changing or deleting any variable, method, or class
signature in the Licensed Software and/or any inter-process protocols,
services or standards in the Licensed Software libraries). To the extent that
Licensee's Modified Software so breaks source or binary compatibility with the
Licensed Software, Licensee acknowledges that The Qt Company's ability to
provide Support may be prevented or limited and Licensee's ability to make use
of Updates may be restricted.
Licensee may, at its sole and absolute discretion, choose to submit Modified
Software to The Qt Company ("Submitted Modified Software") in connection with
Licensee's Support request, service request or otherwise. In the event
Licensee does so, then, Licensee hereby grants The Qt Company a sublicensable,
assignable, irrevocable, perpetual, worldwide, non-exclusive, royalty-free and
fully paid-up license, under all of Licensee's Intellectual Property Rights,
to reproduce, adapt, translate, modify, and prepare derivative works of,
publicly display, publicly perform, sublicense, make available and distribute
such Submitted Modified Software as The Qt Company sees fit at its free and
absolute discretion.
3. LICENSES GRANTED
3.1. Development with Licensed Software
Subject to the terms of this Agreement, The Qt Company grants to Licensee a
worldwide, non-exclusive, non-transferable license, valid for the License
Term, to use, modify and copy the Licensed Software by Designated Users on the
Development Platforms for the sole purposes of designing, developing,
demonstrating and testing Application(s) and/or Devices, and to provide
thereto related support and other related services to end-user Customers.
Licensee may install copies of the Licensed Software on five (5) computers per
Designated User, provided that only the Designated Users who have a valid
Development License may use the Licensed Software.
Licensee may at any time designate another Designated User to replace a
then-current Designated User by notifying The Qt Company in writing, provided
that any Designated User may be replaced only once during any six-month period.
Upon expiry of the initially agreed License Term, the respective License Terms
shall be automatically extended to one or more Renewal Term(s), unless and
until either Party notifies the other Party in writing that it does not wish
to continue the License Term, such notification to be provided to the other
Party no less than ninety (90) days before expiry of the respective License
Term. Unless otherwise agreed between the Parties, Renewal Term shall be of
equal length with the initial License Term.
Any such Renewal Term shall be subject to License Fees agreed between the
Parties or, if no advance agreement exists, subject to The Qt Company's
standard pricing applicable at the commencement date of any such Renewal Term.
Any price or other term specified for a Renewal Term shall be valid only for
the specified time.
The Qt Company may request the Licensee to place a purchase order corresponding
to a quote by The Qt Company for the relevant Renewal Term.
In the event Licensee does not prevent auto-renewal pursuant the above, but a
Renewal Term is nevertheless not duly ordered within 30 days from the date of
the respective quote from The Qt Company and/or the respective License Fee
paid by due date specified in The Qt Company's respective invoice, The Qt
Company shall apply a reinstatement fee equal to ten percent (10 %) of the
total value of the License Fees of the Development Licenses for the expired
term to be added to the License Fee of the respective Renewal Term.
In the event Licensee chooses not to renew a Development License for a Renewal
Term by notifying The Qt Company thereof no less than ninety (90) days before
expiry of the respective License Term, Licensee may still reinstate such
expired Development Licenses for a Renewal Term subject to applicable renewal
Term License Fees until thirty (30) days from the expiry of the initially
agreed License Term or preceding Renewal Term. After such thirty (30) day
period a Development License shall be subject to applicable License Fees for a
new Development License and not any Renewal Term License Fees.
3.2. Distribution of Applications
Subject to the terms of this Agreement, The Qt Company grants to Licensee a
worldwide, non-exclusive, non-transferable, revocable (for cause pursuant to
this Agreement) right and license, valid for the Term, to
(i) distribute, by itself or through its Contractors, Redistributables
as installed, incorporated or integrated into Applications for
execution on the Deployment Platforms, and
(ii) grant sublicenses to Redistributables, as distributed hereunder,
for Customers solely for Customer's internal use and to the extent
necessary in order for the Customers to use the Applications for
their respective intended purposes.
Right to distribute the Redistributables as part of an Application as provided
herein is not royalty-bearing but is conditional upon the Licensee not having
any unpaid License Fees for Development Licenses owed to The Qt Company at the
time of distribution of any Redistributables to Customers.
3.3. Distribution of Devices
Subject to the terms of this Agreement, The Qt Company grants to Licensee a
worldwide, non-exclusive, non-transferable, revocable (for cause pursuant to
this Agreement) right and license, valid for the Term, to
(i) distribute, by itself or through one or more tiers of Contractors,
Redistributables as installed, incorporated or integrated, or
intended to be installed, incorporated or integrated into Devices
for execution on the Deployment Platforms, and
(ii) grant sublicenses to Redistributables, as distributed hereunder,
for Customers solely for Customer's internal use and to the extent
necessary in order for the Customers to use the Devices for their
respective intended purposes.
Right to distribute the Redistributables with Devices as provided herein is
conditional upon the Licensee (i) not having any unpaid License Fees for
Development Licenses owed to The Qt Company, and (ii) having purchased and
paid corresponding Distribution Licenses at the time of distribution of any
Redistributables to Customers.
3.4. Further Requirements
The licenses granted above in this Section 3 by The Qt Company to Licensee are
conditional and subject to Licensee's compliance with the following terms:
(i) Licensee shall not remove or alter any copyright, trademark or
other proprietary rights notice(s) contained in any portion of the
Licensed Software;
(ii) Applications must add primary and substantial functionality to the
Licensed Software so as not to compete with the Licensed Software;
(iii) Applications may not pass on functionality which in any way makes
it possible for others to create software with the Licensed
Software; provided however that Licensee may use the Licensed
Software's scripting and QML ("Qt Quick") functionality solely in
order to enable scripting, themes and styles that augment the
functionality and appearance of the Application(s) without adding
primary and substantial functionality to the Application(s);
(iv) Licensee shall not use Licensed Software in any manner or for any
purpose that infringes, misappropriates or otherwise violates any
Intellectual property or right of any third party, or that
violates any applicable law;
(v) Licensee shall not use The Qt Company's or any of its suppliers'
names, logos, or trademarks to market Applications, except that
Licensee may use "Built with Qt" logo to indicate that
Application(s) was developed using the Licensed Software;
(vi) Licensee shall not distribute, sublicense or disclose source code
of Licensed Software to any third party (provided however that
Licensee may appoint employee(s) of Contractors as Designated
Users to use Licensed Software pursuant to this Agreement). Such
right may be available for the Licensee subject to a separate
software development kit ("SDK") license agreement to be concluded
with The Qt Company;
(vii) Licensee shall not grant the Customers a right to (i) make copies
of the Redistributables except when and to the extent required to
use the Applications and/or Devices for their intended purpose,
(ii) modify the Redistributables or create derivative works
thereof, (iii) decompile, disassemble or otherwise reverse
engineer Redistributables, or (iv) redistribute any copy or
portion of the Redistributables to any third party, except as part
of the onward sale of the Device on which the Redistributables are
installed;
(viii) Licensee shall not and shall cause that its Affiliates or
Contractors shall not use Licensed Software in any Prohibited
Combination, unless Licensee has received an advance written
permission from The Qt Company to do so. Absent such written
permission, any and all distribution by the Licensee during the
Term of a hardware device or product a) which incorporate or
integrate any part of Licensed Software or Open Source Qt; or b)
where the main user interface or substantial functionality is
provided by software built with Licensed Software or Open Source
Qt or otherwise depends on the Licensed Software or Open Source
Qt, shall be considered to be Device distribution under this
Agreement and shall be dependent on Licensee's compliance thereof
(including but not limited to obligation to pay applicable License
Fees for such distribution). Notwithstanding what is provided
above in this sub-section (viii), Licensee is entitled to use and
combine Qt 3D Studio and/or Qt Design Studio with Open Source Qt
("Permitted Combination") for its internal evaluation purposes,
provided that Licensee shall in no way transfer, publish, disclose,
display or otherwise make available any software or work resulting
from such Permitted Combination;
(ix) Licensee shall cause all of its Affiliates and Contractors
entitled to make use of the licenses granted under this Agreement,
to be contractually bound to comply with the relevant terms of
this Agreement and not to use the Licensed Software beyond the
terms hereof and for any purposes other than operating within the
scope of their services for Licensee. Licensee shall be responsible
for any and all actions and omissions of its Affiliates and
Contractors relating to the Licensed Software and use thereof
(including but not limited to payment of all applicable License
Fees);
(x) Except when and to the extent explicitly provided in this Section
3, Licensee shall not transfer, publish, disclose, display or
otherwise make available the Licensed Software; and
(xi) Licensee shall not attempt or enlist a third party to conduct or
attempt to conduct any of the above.
Above terms shall not be applicable if and to the extent they conflict with
any mandatory provisions of any applicable laws.
Any use of Licensed Software beyond the provisions of this Agreement is
strictly prohibited and requires an additional license from The Qt Company.
4. THIRD-PARTY SOFTWARE
The Licensed Software may provide links to third party libraries or code
(collectively "Third-Party Software") to implement various functions.
Third-Party Software does not comprise part of the Licensed Software. In some
cases, access to Third-Party Software may be included with the Licensed
Software. Such Third-Party Software will be listed in the ".../src/3rdparty"
source tree delivered with the Licensed Software or documented in the Licensed
Software, as such may be amended from time to time. Licensee acknowledges that
use or distribution of Third-Party Software is in all respects subject to
applicable license terms of applicable third-party right holders.
5. PRE-RELEASE CODE
The Licensed Software may contain pre-release code and functionality, or sample
code marked or otherwise stated with appropriate designation such as
"Technology Preview", "Alpha", "Beta", "Sample" etc. ("Pre-Release Code").
Such Pre-Release Code may be present complimentary for the Licensee, in order
to provide experimental support or information for new platforms or preliminary
versions of one or more new functionalities or for other similar reasons. The
Pre-Release Code may not be at the level of performance and compatibility of a
final, generally available, product offering. The Pre-Release Code may not
operate correctly, may contain errors and may be substantially modified by The
Qt Company prior to the first commercial product release, if any. The Qt
Company is under no obligation to make Pre-Release Code commercially available,
or provide any Support or Updates relating thereto. The Qt Company assumes no
liability whatsoever regarding any Pre-Release Code, but any use thereof is
exclusively at Licensee's own risk and expense.
For clarity, unless Licensed Software specifies different license terms for the
respective Pre-Release Code, the Licensee is entitled to use such pre-release
code pursuant to Section 3, just like other Licensed Software, provided however
that in the event Add-on Products are included and available as such
Pre-Release Code, Licensee's right to use such Add-on Products is nevertheless
subject to and conditional upon conclusion of separate agreement with The Qt
Company.
6. LIMITED WARRANTY AND WARRANTY DISCLAIMER
The Qt Company hereby represents and warrants that it has the power and
authority to grant the rights and licenses granted to Licensee under this
Agreement.
Except as set forth above, the Licensed Software is licensed to Licensee
"as is" and Licensee's exclusive remedy and The Qt Company's entire liability
for errors in the Licensed Software shall be limited, at The Qt Company's
option, to correction of the error, replacement of the Licensed Software or
return of the applicable fees paid for the defective Licensed Software for the
time period during which the License is not able to utilize the Licensed
Software under the terms of this Agreement.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE QT COMPANY ON BEHALF OF
ITSELF AND ITS LICENSORS, SUPPLIERS AND AFFILIATES, DISCLAIMS ALL OTHER
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND
NON-INFRINGEMENT WITH REGARD TO THE LICENSED SOFTWARE. THE QT COMPANY DOES NOT
WARRANT THAT THE LICENSED SOFTWARE WILL SATISFY LICENSEE'S REQUIREMENTS OR THAT
IT WILL OPERATE WITHOUT DEFECT OR ERROR OR THAT THE OPERATION THEREOF WILL BE
UNINTERRUPTED.
7. INDEMNIFICATION AND LIMITATION OF LIABILITY
7.1. Limitation of Liability
EXCEPT FOR (I) CASES OF GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, AND (II)
BREACH OF CONFIDENTIALITY, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO
EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOSS OF PROFIT,
LOSS OF DATA, LOSS OF BUSINESS OR GOODWILL OR ANY OTHER INDIRECT, SPECIAL,
CONSEQUENTIAL, INCIDENTAL OR PUNITIVE COST, DAMAGES OR EXPENSE OF ANY KIND,
HOWSOEVER ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT.
EXCEPT FOR (I) CASES OF GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, AND (II)
BREACH OF CONFIDENTIALITY, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO
EVENT SHALL EITHER PARTY'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT
EXCEED THE AGGREGATE LICENSE FEES PAID OR PAYABLE TO THE QT COMPANY FROM
LICENSEE DURING THE PERIOD OF TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE
EVENT RESULTING IN SUCH LIABILITY.
THE PROVISIONS OF THIS SECTION 7 ALLOCATE THE RISKS UNDER THIS AGREEMENT
BETWEEN THE QT COMPANY AND LICENSEE AND THE PARTIES HAVE RELIED UPON THE
LIMITATIONS SET FORTH HEREIN IN DETERMINING WHETHER TO ENTER INTO THIS
AGREEMENT.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, LICENSEE SHALL
ALWAYS BE LIABLE TO PAY THE APPLICABLE LICENSE FEES CORRESPONDING TO ITS ACTUAL
USE OF LICENSED SOFTWARE.
8. SUPPORT, UPDATES AND ONLINE SERVICES
Upon due payment of the agreed License Fees the Licensee will be eligible to
receive Support and Updates and to use the Online Services during the License
Term, provided, however, that in the event the License Term is longer than 36
months, the initial payment includes Support for only the first 12 months,
unless the Parties specifically otherwise agree.
Unless otherwise decided by The Company at its free and absolute discretion,
Upgrades will not be included in the Support but may be available subject to
additional fees.
From time to time The Qt Company may change the Support terms, provided that
during the respective ongoing License Term the level of Support provided by The
Qt Company may not be reduced without the consent of the Licensee.
Unless otherwise agreed, The Qt Company shall not be responsible for providing
any service or support to Customers.
9. CONFIDENTIALITY
Each Party acknowledges that during the Term of this Agreement each Party may
receive information about the other Party's business, business methods,
business plans, customers, business relations, technology, and other
information, including the terms of this Agreement, that is confidential and of
great value to the other Party, and the value of which would be significantly
reduced if disclosed to third parties ("Confidential Information").
Accordingly, when a Party (the "Receiving Party") receives Confidential
Information from the other Party (the "Disclosing Party"), the Receiving Party
shall only disclose such information to employees and Contractors on a need to
know basis, and shall cause its employees and employees of its Affiliates to:
(i) maintain any and all Confidential Information in confidence; (ii) not
disclose the Confidential Information to a third party without the Disclosing
Party's prior written approval; and (iii) not, directly or indirectly, use the
Confidential Information for any purpose other than for exercising its rights
and fulfilling its responsibilities pursuant to this Agreement. Each Party
shall take reasonable measures to protect the Confidential Information of the
other Party, which measures shall not be less than the measures taken by such
Party to protect its own confidential and proprietary information.
Obligation of confidentiality shall not apply to information that (i) is or
becomes generally known to the public through no act or omission of the
Receiving Party; (ii) was in the Receiving Party's lawful possession prior to
the disclosure hereunder and was not subject to limitations on disclosure or
use; (iii) is developed independently by employees or Contractors of the
Receiving Party or other persons working for the Receiving Party who have not
had access to the Confidential Information of the Disclosing Party, as proven
by the written records of the Receiving Party; (iv) is lawfully disclosed to
the Receiving Party without restrictions, by a third party not under an
obligation of confidentiality; or (v) the Receiving Party is legally compelled
to disclose, in which case the Receiving Party shall notify the Disclosing
Party of such compelled disclosure and assert the privileged and confidential
nature of the information and cooperate fully with the Disclosing Party to
limit the scope of disclosure and the dissemination of disclosed Confidential
Information to the minimum extent necessary.
The obligations under this Section 9 shall continue to remain in force for a
period of five (5) years after the last disclosure, and, with respect to trade
secrets, for so long as such trade secrets are protected under applicable trade
secret laws.
10. FEES, DELIVERY AND PAYMENT
10.1. License Fees
License Fees are described in The Qt Company's standard price list, quote or
Purchase Order confirmation or in an appendix hereto, as the case may be.
The License Fees shall not be refunded or claimed as a credit in any event or
for any reason whatsoever.
10.2. Ordering Licenses
Licensee may purchase Development Licenses and Distribution Licenses pursuant
to agreed pricing terms or, if no specific pricing terms have been agreed upon,
at The Qt Company's standard pricing terms applicable at the time of purchase.
Unless specifically otherwise provided, any pricing terms referenced in this
Agreement shall be valid for twelve (12) months from the date of this Agreement.
Licensee shall submit all purchase orders for Development Licenses and
Distribution Licenses to The Qt Company by email or any other method acceptable
to The Qt Company (each such order is referred to herein as a "Purchase Order")
for confirmation, whereupon the Purchase Order shall become binding between the
Parties.
10.3. Distribution License Packs
Unless otherwise agreed, Distribution Licenses shall be purchased by way of
Distribution License Packs.
Upon due payment of the ordered Distribution License Pack(s), the Licensee will
have an account of Distribution Licenses available for distributing the
Redistributables in accordance with this Agreement.
Each time Licensee distributes a copy of Redistributables, then one
Distribution License is used, and Licensee's account of available Distribution
Licenses is decreased accordingly.Licensee may distribute copies of the
Redistributables so long as Licensee has Distribution Licenses remaining on
its account.
10.4. Payment Terms
License Fees and any other charges under this Agreement shall be paid by
Licensee no later than thirty (30) days from the date of the applicable
invoice from The Qt Company.
The Qt Company will submit an invoice to Licensee after the date of this
Agreement and/or after The Qt Company receives a Purchase Order from Licensee.
A late payment charge of the lower of (a) one percent per month; or (b) the
interest rate stipulated by applicable law, shall be charged on any unpaid
balances that remain past due.
10.5. Taxes
All License Fees and other charges payable hereunder are gross amounts but
exclusive of any value added tax, use tax, sales tax, withholding tax and other
taxes, duties or tariffs ("Taxes") levied directly for the sale, delivery or
use of Licensed Software hereunder pursuant to any applicable law. Such
applicable Taxes shall be paid by Licensee to The Qt Company, or, where
applicable, in lieu of payment of such Taxes to The Qt Company, Licensee shall
provide an exemption certificate to The Qt Company and any applicable authority.
11. RECORD-KEEPING AND REPORTING OBLIGATIONS; AUDIT RIGHTS
11.1. Licensee's Record-keeping
Licensee shall at all times during the Term of this Agreement and for a period
of seven (7) years thereafter maintain Licensee's Records in an accurate and
up-to-date form. Licensee's Records shall be adequate to reasonably enable The
Qt Company to determine Licensee's compliance with the provisions of this
Agreement. The records shall conform to general good accounting practices.
Licensee shall, within thirty (30) days from receiving The Qt Company's request
to that effect, deliver to The Qt Company a report based on Licensee's Records,
such report to contain information, in sufficient detail, on (i) number and
identity of users working with Licensed Software or Open Source Qt, (ii) copies
of Redistributables distributed by Licensee during the most recent calendar
quarter and/or any other term specified by The Qt Company, (iii) number of
undistributed copies of Redistributables and corresponding number of unused
Distribution Licenses remaining on Licensee's account, and (iv) any other
information as The Qt Company may reasonably require from time to time.
11.2. The Qt Company's Audit Rights
The Qt Company or an independent auditor acting on behalf of The Qt Company's,
may, upon at least five (5) business days' prior written notice and at its
expense, audit Licensee with respect to the Licensee's use of the Licensed
Software, but not more frequently than once during each 6-month period. Such
audit may be conducted by mail, electronic means or through an in-person visit
to Licensee's place of business. Any such in-person audit shall be conducted
during regular business hours at Licensee's facilities and shall not
unreasonably interfere with Licensee's business activities. The Qt Company or
the independent auditor acting on behalf of The Qt Company shall be entitled to
inspect Licensee's Records and conduct necessary interviews of Licensee's
relevant employees and Contractors. All such Licensee's Records and use thereof
shall be subject to an obligation of confidentiality under this Agreement.
If an audit reveals that Licensee is using the Licensed Software beyond scope
of the licenses Licensee has paid for, Licensee agrees to pay The Qt Company
any amounts owed for such unauthorized use within 30 days from receipt of the
corresponding invoice from The Qt Company. In addition, in the event the audit
reveals a material violation of the terms of this Agreement (without
limitation, either (i) underpayment of more than 10 % of License Fees or 10,000
euros (whichever is more) or (ii) distribution of products, which include or
result from Prohibited Combination, shall be deemed a material violation for
purposes of this section), then the Licensee shall pay The Qt Company's
reasonable cost of conducting such audit.
12. TERM AND TERMINATION
12.1. Agreement Term
This Agreement shall enter into force upon due acceptance by both Parties and
remain in force for as long as there is any Development License(s) purchased
under this Agreement in force ("Term"), unless and until terminated pursuant to
the terms of this Section 12.
12.2. Termination and suspension of rights
Either Party shall have the right to terminate this Agreement upon thirty (30)
days prior written notice if the other Party commits a material breach of any
obligation of this Agreement and fails to remedy such breach within such notice
period.
Instead of termination, The Qt Company shall have the right to suspend or
withhold grants of all rights to the Licensed Software hereunder, including but
not limited to the Development Licenses, Distribution License, and Support,
should Licensee fail to make payment in timely fashion or otherwise violates or
is reasonably suspected to violate its obligations or terms of this Agreement,
and where such violation or breach is not cured within five (5) business days
following The Qt Company's written notice thereof.
12.3. Mutual Right to Terminate
Either Party shall have the right to terminate this Agreement immediately upon
written notice in the event that the other Party becomes insolvent, files for
any form of bankruptcy, makes any assignment for the benefit of creditors, has
a receiver, administrative receiver or officer appointed over the whole or a
substantial part of its assets, ceases to conduct business, or an act
equivalent to any of the above occurs under the laws of the jurisdiction of the
other Party.
12.4. Parties´ Rights and Duties upon Termination
Upon expiry or termination of the Agreement, Licensee shall cease and shall
cause all Designated Users (including those of its Affiliates' and
Contractors') to cease using the Licensed Software and distribution of the
Redistributables under this Agreement.
Notwithstanding the above, in the event the Agreement expires or is terminated:
(i) as a result of The Qt Company choosing not to renew the Development
License(s) as set forth in Section 3.1, then all valid licenses
possessed by the Licensee at such date shall be extended to be
valid in perpetuity under the terms of this Agreement and Licensee
is entitled to purchase additional licenses as set forth in
Section 10.2; or
(ii) for reason other than by The Qt Company pursuant to item (i) above
or pursuant to Section 12.2, then the Licensee is entitled, for a
period of six (6) months after the effective date of termination,
to continue distribution of Devices under the Distribution Licenses
paid but unused at such effective date of termination.
Upon any such termination the Licensee shall destroy or return to The Qt
Company all copies of the Licensed Software and all related materials and will
certify the same to The Qt Company upon its request, provided however that
Licensee may retain and exploit such copies of the Licensed Software as it may
reasonably require in providing continued support to Customers.
Expiry or termination of this Agreement for any reason whatsoever shall not
relieve Licensee of its obligation to pay any License Fees accrued or payable
to The Qt Company prior to the effective date of termination, and Licensee
shall immediately pay to The Qt Company all such fees upon the effective date
of termination. Termination of this Agreement shall not affect any rights of
Customers to continue use of Applications and Devices (and therein incorporated
Redistributables).
12.5. Extension in case of bankruptcy
In the event The Qt Company is declared bankrupt under a final, non-cancellable
decision by relevant court of law, and this Agreement is not, at the date of
expiry of the Development License(s) pursuant to Section 3.1, assigned to
party, who has assumed The Qt Company's position as a legitimate licensor of
Licensed Software under this Agreement, then all valid licenses possessed by
the Licensee at such date of expiry, and which the Licensee has not notified
for expiry, shall be extended to be valid in perpetuity under the terms of this
Agreement.
13. GOVERNING LAW AND LEGAL VENUE
In the event this Agreement is in the name of The Qt Company Inc., a Delaware
Corporation, then:
(i) this Agreement shall be construed and interpreted in accordance
with the laws of the State of California, USA, excluding its choice
of law provisions;
(ii) the United Nations Convention on Contracts for the International
Sale of Goods will not apply to this Agreement; and
(iii) any dispute, claim or controversy arising out of or relating to
this Agreement or the breach, termination, enforcement,
interpretation or validity thereof, including the determination of
the scope or applicability of this Agreement to arbitrate, shall
be determined by arbitration in San Francisco, USA, before one
arbitrator. The arbitration shall be administered by JAMS pursuant
to JAMS' Streamlined Arbitration Rules and Procedures. Judgment on
the Award may be entered in any court having jurisdiction. This
Section shall not preclude parties from seeking provisional
remedies in aid of arbitration from a court of appropriate
jurisdiction.
In the event this Agreement is in the name of The Qt Company Ltd., a Finnish
Company, then:
(i) this Agreement shall be construed and interpreted in accordance
with the laws of Finland, excluding its choice of law provisions;
(ii) the United Nations Convention on Contracts for the International
Sale of Goods will not apply to this Agreement; and
(iii) any disputes, controversy or claim arising out of or relating to
this Agreement, or the breach, termination or validity thereof
shall be finally settled by arbitration in accordance with the
Arbitration Rules of Finland Chamber of Commerce. The arbitration
tribunal shall consist of one (1), or if either Party so requires,
of three (3), arbitrators. The award shall be final and binding and
enforceable in any court of competent jurisdiction. The arbitration
shall be held in Helsinki, Finland and the process shall be
conducted in the English language. This Section shall not preclude
parties from seeking provisional remedies in aid of arbitration
from a court of appropriate jurisdiction.
14. GENERAL PROVISIONS
14.1. No Assignment
Except in the case of a merger or sale of substantially all of its corporate
assets, Licensee shall not be entitled to assign or transfer all or any of its
rights, benefits and obligations under this Agreement without the prior written
consent of The Qt Company, which shall not be unreasonably withheld or delayed.
The Qt Company shall be entitled to freely assign or transfer any of its
rights, benefits or obligations under this Agreement.
14.2. No Third-Party Representations
Licensee shall make no representations or warranties concerning the Licensed
Software on behalf of The Qt Company. Any representation or warranty Licensee
makes or purports to make on The Qt Company's behalf shall be void as to The
Qt Company.
14.3. Surviving Sections
Any terms and conditions that by their nature or otherwise reasonably should
survive termination of this Agreement shall so be deemed to survive. Such
sections include especially the following: 1, 2, 6, 7, 9, 11, 12.4, 13 and 14.
14.4. Entire Agreement
This Agreement, the exhibits hereto, the License Certificate and any applicable
Purchase Order accepted by The Qt Company constitute the complete agreement
between the Parties and supersedes all prior or contemporaneous discussions,
representations, and proposals, written or oral, with respect to the subject
matters discussed herein.
In the event of any conflict or inconsistency between this Agreement and any
Purchase Order, the terms of this Agreement will prevail over the terms of the
Purchase Order with respect to such conflict or inconsistency.
Parties specifically acknowledge and agree that this Agreement prevails over
any click-to-accept or similar agreements the Designated Users may need to
accept online upon download of the Licensed Software, as may be required by
The Qt Company's applicable processes relating to Licensed Software.
14.5. Modifications
No modification of this Agreement shall be effective unless contained in a
writing executed by an authorized representative of each Party. No term or
condition contained in Licensee's Purchase Order ("Deviating Terms") shall
apply unless The Qt Company has expressly agreed such Deviating Terms in
writing. Unless and to the extent expressly agreed by The Qt Company, any such
Deviating Terms shall be deemed void and with no legal effect. For clarity,
delivery of the Licensed Software following the receipt of the Purchase Order
including Deviating Terms shall not constitute acceptance of such Deviating
Terms."
14.6. Force Majeure
Except for the payment obligations hereunder, neither Party shall be liable to
the other for any delay or non-performance of its obligations hereunder in the
event and to the extent that such delay or non-performance is due to an event
of act of God, terrorist attack or other similar unforeseeable catastrophic
event that prevents either Party for fulfilling its obligations under this
Agreement and which such Party cannot avoid or circumvent ("Force Majeure
Event"). If the Force Majeure Event results in a delay or non-performance of a
Party for a period of three (3) months or longer, then either Party shall have
the right to terminate this Agreement with immediate effect without any
liability (except for the obligations of payment arising prior to the event of
Force Majeure) towards the other Party.
14.7. Notices
Any notice given by one Party to the other shall be deemed properly given and
deemed received if specifically acknowledged by the receiving Party in writing
or when successfully delivered to the recipient by hand, fax, or special
courier during normal business hours on a business day to the addresses
specified for each Party on the signature page. Each communication and document
made or delivered by one Party to the other Party pursuant to this Agreement
shall be in the English language.
14.8. Export Control
Licensee acknowledges that the Redistributables, as incorporated in
Applications or Devices, may be subject to export control restrictions under
the applicable laws of respective countries. Licensee shall fully comply with
all applicable export license restrictions and requirements as well as with all
laws and regulations relating to the Redistributables and exercise of licenses
hereunder and shall procure all necessary governmental authorizations,
including without limitation, all necessary licenses, approvals, permissions or
consents, where necessary for the re-exportation of the Redistributables,
Applications and/or Devices.
14.9. No Implied License
There are no implied licenses or other implied rights granted under this
Agreement, and all rights, save for those expressly granted hereunder, shall
remain with The Qt Company and its licensors. In addition, no licenses or
immunities are granted to the combination of the Licensed Software with any
other software or hardware not delivered by The Qt Company under this Agreement.
14.10. Attorney Fees
The prevailing Party in any action to enforce this Agreement shall be entitled
to recover its attorney's fees and costs in connection with such action.
14.11. Privacy
Licensee acknowledges and agrees that for the purpose of this Agreement, The Qt
Company may collect, use, transfer and disclose personal data pertaining to
Designated Users as well as any other employees and directors of the Licensee
and its Contractors relevant for carrying out the intent of this Agreement.
Such personal data may be collected from the Licensee or directly from the
relevant individuals. The Parties acknowledge that with regard to such personal
data processed hereunder, The Qt Company shall be regarded as the Data
Controller under the applicable Data Protection Legislation. The Qt Company
shall process any such personal data in accordance with its privacy policies
and practices, which will comply with all applicable requirements of the Data
Protection Legislation.
14.12. Severability
If any provision of this Agreement shall be adjudged by any court of competent
jurisdiction to be unenforceable or invalid, that provision shall be limited or
eliminated to the minimum extent necessary so that this Agreement shall
otherwise remain in full force and effect and enforceable.
APPENDICES
The Agreement includes Appendix 1, and possibly one or more of the appendices
3-5, depending on the product(s) purchased by the Licensee, what is stated in
the quote or invoice, and/or what is stated in the Licensee's License
Certificate.
APPENDIX 1
The modules and/or tools that are included in the respective product - Qt for
Application Development (QtAD), Qt for Device Creation (QtDC), Qt for MCUs
(QtMCU), Qt 3D Studio (Qt3DS) and Qt Design Studio (QtDS) - are marked with 'X'
in the below table.
Parts of the product that are permitted for distribution in object-code form
only ("Redistributables") are marked with 'R' in the below table.
Modules/Tools | QtAD | QtDC | QtMCU | Qt3DS | QtDS
-------------------------------------------------------------------------------
Qt Core | X,R | X,R | | |
-------------------------------------------------------------------------------
Qt GUI | X,R | X,R | | |
-------------------------------------------------------------------------------
Qt Multimedia | X,R | X,R | | |
-------------------------------------------------------------------------------
Qt Multimedia Widgets | X,R | X,R | | |
-------------------------------------------------------------------------------
Qt Network | X,R | X,R | | |
-------------------------------------------------------------------------------
Qt QML | X,R | X,R | | |
-------------------------------------------------------------------------------
Qt Quick | X,R | X,R | | |
-------------------------------------------------------------------------------
Qt Quick Controls 2 | X,R | X,R | | |
-------------------------------------------------------------------------------
Qt Quick Dialogs | X,R | X,R | | |
-------------------------------------------------------------------------------
Qt Quick Layouts | X,R | X,R | | |
-------------------------------------------------------------------------------
Qt Quick Test | X,R | X,R | | |
-------------------------------------------------------------------------------
Qt SQL | X,R | X,R | | |
-------------------------------------------------------------------------------
Qt Test | X,R | X,R | | |
-------------------------------------------------------------------------------
Qt Widgets | X,R | X,R | | |
-------------------------------------------------------------------------------
Active Qt | X,R | X,R | | |
-------------------------------------------------------------------------------
Qt 3D | X,R | X,R | | |
-------------------------------------------------------------------------------
Qt Android Extras | X,R | X,R | | |
-------------------------------------------------------------------------------
Qt Bluetooth | X,R | X,R | | |
-------------------------------------------------------------------------------
Qt Canvas 3D | X,R | X,R | | |
-------------------------------------------------------------------------------
Qt Concurrent | X,R | X,R | | |
-------------------------------------------------------------------------------
Qt D-Bus | X,R | X,R | | |
-------------------------------------------------------------------------------
Qt Gamepad | X,R | X,R | | |
-------------------------------------------------------------------------------
Qt Graphical Effects | X,R | X,R | | |
-------------------------------------------------------------------------------
Qt Help | X,R | X,R | | |
-------------------------------------------------------------------------------
Qt Image Formats | X,R | X,R | | |
-------------------------------------------------------------------------------
Qt Location | X,R | X,R | | |
-------------------------------------------------------------------------------
Qt Mac Extras | X,R | X,R | | |
-------------------------------------------------------------------------------
Qt Network Authorization | X,R | X,R | | |
-------------------------------------------------------------------------------
Qt NFC | X,R | X,R | | |
-------------------------------------------------------------------------------
Qt Platform Headers | X,R | X,R | | |
-------------------------------------------------------------------------------
Qt Positioning | X,R | X,R | | |
-------------------------------------------------------------------------------
Qt Print Support | X,R | X,R | | |
-------------------------------------------------------------------------------
Qt Purchasing | X,R | X,R | | |
-------------------------------------------------------------------------------
Qt for Python | X,R | X,R | | |
-------------------------------------------------------------------------------
Qt Quick Controls | X,R | X,R | | |
-------------------------------------------------------------------------------
Qt Quick Extras | X,R | X,R | | |
-------------------------------------------------------------------------------
Qt Quick Widgets | X,R | X,R | | |
-------------------------------------------------------------------------------
Qt SCXML | X,R | X,R | | |
-------------------------------------------------------------------------------
Qt Sensors | X,R | X,R | | |
-------------------------------------------------------------------------------
Qt Serial Bus | X,R | X,R | | |
-------------------------------------------------------------------------------
Qt Serial Port | X,R | X,R | | |
-------------------------------------------------------------------------------
Qt Speech | X,R | X,R | | |
-------------------------------------------------------------------------------
Qt SVG | X,R | X,R | | |
-------------------------------------------------------------------------------
Qt UI Tools | X,R | X,R | | |
-------------------------------------------------------------------------------
Qt WebChannel | X,R | X,R | | |
-------------------------------------------------------------------------------
Qt WebEngine | X,R | X,R | | |
-------------------------------------------------------------------------------
Qt WebSockets | X,R | X,R | | |
-------------------------------------------------------------------------------
Qt WebView | X,R | X,R | | |
-------------------------------------------------------------------------------
Qt Windows Extras | X,R | X,R | | |
-------------------------------------------------------------------------------
Qt X11 Extras | X,R | X,R | | |
-------------------------------------------------------------------------------
Qt XML | X,R | X,R | | |
-------------------------------------------------------------------------------
Qt XML Patterns | X,R | X,R | | |
-------------------------------------------------------------------------------
Qt Wayland Compositor | X,R | X,R | | |
-------------------------------------------------------------------------------
Qt Charts | X,R | X,R | | |
-------------------------------------------------------------------------------
Qt Data Visualization | X,R | X,R | | |
-------------------------------------------------------------------------------
Qt Virtual Keyboard | X,R | X,R | | |
-------------------------------------------------------------------------------
Boot 2 Qt stack | | X,R | | |
-------------------------------------------------------------------------------
Qt OTA | | X,R | | |
-------------------------------------------------------------------------------
Device Utilities | | X,R | | |
-------------------------------------------------------------------------------
Qt Debugging Bridge (QDB) Daemon | | X,R | | |
-------------------------------------------------------------------------------
Qt Quick Ultralite Controls | | | X,R | |
-------------------------------------------------------------------------------
Qt Quick Ultralite | | | X,R | |
-------------------------------------------------------------------------------
Qt Creator | X | X | X | |
-------------------------------------------------------------------------------
Qt Designer (Qt Widget Designer) | X | X | | |
-------------------------------------------------------------------------------
Qt Quick Designer (Qt Creator plugin) | X | X | X | |
-------------------------------------------------------------------------------
Qt Linguist | X | X | X | |
-------------------------------------------------------------------------------
Qt Assistant | X | X | X | |
-------------------------------------------------------------------------------
lupdate | X | X | X | |
-------------------------------------------------------------------------------
lrelease | X | X | X | |
-------------------------------------------------------------------------------
qmake | X | X | | |
-------------------------------------------------------------------------------
uic | X | X | | |
-------------------------------------------------------------------------------
rcc | X | X | | |
-------------------------------------------------------------------------------
qlalr | X | X | | |
-------------------------------------------------------------------------------
qdoc | X | X | | |
-------------------------------------------------------------------------------
qmlscene | X | X | | |
-------------------------------------------------------------------------------
qmlviewer | X | X | | |
-------------------------------------------------------------------------------
Target toolchains | | X | X | |
-------------------------------------------------------------------------------
Qt Debugging Bridge (QDB) Host Tools | | X | | |
-------------------------------------------------------------------------------
qtconfig-gui | | X | | |
-------------------------------------------------------------------------------
Qt Emulator | | X | | |
-------------------------------------------------------------------------------
qmlinterfacegenerator | | | X | |
-------------------------------------------------------------------------------
qmltocpp | | | X | |
-------------------------------------------------------------------------------
qulfontcompiler | | | X | |
-------------------------------------------------------------------------------
Qt53DStudioRuntime2 | | | | X,R |
-------------------------------------------------------------------------------
Qt 3D Studio | | | | X |
-------------------------------------------------------------------------------
Qt Design Studio | | | | | X
-------------------------------------------------------------------------------
APPENDIX 3: ADDITIONS TO LICENSED SOFTWARE
In addition to what is provided under the definition of the Licensed Software,
Parties agree that Licensed Software shall also include the Add-On Products of
The Qt Company, as mentioned in this Appendix, if included in the
quote / invoice.
The Modules and/or Tools of the Licensed Software that are included with each
Add-On Product respectively are marked with 'X' in the below table. Parts of
the respective Add-On Product that are permitted for distribution in
object-code form only ("Redistributables") are marked with 'R' in the below
table.
-------------------------------------------------------------------------------
| Add-On Product(s)
Modules / |------------------------------------------------------------------
Tools of |Qt for |Qt |Qt Safe |Qt |Qt |Qt
Licensed |Automation |Automotive |Renderer |Application|Gammaray |Deployment
Software | |Suite | |Manager | |Platform
| | | | | |Package
-------------------------------------------------------------------------------
Qt MQTT | X,R | | | | |
-------------------------------------------------------------------------------
Qt KNX | X,R | | | | |
-------------------------------------------------------------------------------
Qt OPC UA | X,R | | | | |
-------------------------------------------------------------------------------
Qt CoAP | X,R | | | | |
-------------------------------------------------------------------------------
Qt Safe | | X,R | X,R | | |
Renderer | | | | | |
-------------------------------------------------------------------------------
Qt | | | | | |
Application | | X,R | | X,R | |
Manager | | | | | |
-------------------------------------------------------------------------------
Qt IVI | | X,R | | | |
-------------------------------------------------------------------------------
Reference UI| | X,R | | | |
-------------------------------------------------------------------------------
Qt GENIVI | | X,R | | | |
Extras | | | | | |
-------------------------------------------------------------------------------
QML Live | | X | | | |
-------------------------------------------------------------------------------
Qt Creator | | X | | | |
Deployment | | | | | |
-------------------------------------------------------------------------------
Qt Creator | | | | | |
Plugin for | | | | | |
Qt | | X | | X | |
Application | | | | | |
Manager | | | | | |
-------------------------------------------------------------------------------
Qt | | | | | |
Automotive | | | | | |
Suite | | X | | | |
Deployment | | | | | |
Server | | | | | |
-------------------------------------------------------------------------------
Qt Design | | X | | | |
Studio | | | | | |
-------------------------------------------------------------------------------
Qt 3D Studio| | X | | | |
-------------------------------------------------------------------------------
GammaRay | | X | | | X |
-------------------------------------------------------------------------------
Platform | | | | | |
adaptations | | | | | |
for | | | | | | X
specified | | | | | |
Deployment | | | | | |
Platforms | | | | | |
-------------------------------------------------------------------------------
Qt for | | | | | |
Device | | X | | | |
Creation | | | | | |
-------------------------------------------------------------------------------
All the above Redistributables are subject to applicable provisions and
limitations including but not limited to what is defined in section 3 of the
Agreement.
APPENDIX 4: SMALL BUSINESS AND STARTUP
The provisions of this Appendix 4 are applicable for Start-up Companies and for
the Evaluation Term.For the purpose of this Appendix 4, the following
additional definitions shall be applicable:
"Trial Term" shall mean a period of twelve (12) months.
"Start-up Company" means a company with a maximum annual revenue, including
funding, equivalent to 100,000 USD (in applicable currency) during a respective
calendar year, as evidenced by duly audited records of the Licensee and
approved by The Qt Company.
During the Trial Term, Section 3 shall apply with following modifications
("Trial Term Modifications"):
(i) Licenses granted under Sections 3.1 and 3.2 shall be free of any
charge. For clarity, License for distribution of Devices pursuant
to Section 3.3 is subject to applicable License Fee for necessary
Distribution Licenses;
(ii) Development License under Section 3.1 is limited to a maximum of
three (3) Designated Users; and
(iii) Support is available subject to availability, as judged by The Qt
Company at its free and absolute discretion, provided that support
will be limited to a maximum of ten (10) tickets during the Trial
Term.
Upon expiry of the Trial Term:
(a) This Appendix 4 is terminated, Trial Term Modifications cease to
remain in force, Licensee's Development Licenses shall be
automatically converted into licenses subject to a License Fee (in
the amount specified in the quote or in Appendix 2 and payable with
a 30-day payment term) and Licensee's rights and obligations under
this Agreement shall continue to remain in force under the standard
provisions of the Agreement, unless the Licensee notifies The Qt
Company in writing no less than ninety (90) days before such expiry
date that Licensee does not agree to such continuance, in which
event the Agreement, and all rights of the Licensee thereunder,
shall expire; provided however that
(b) in the event the Licensee still qualifies as a Start-up Company,
the Licensee has an option ("Option"), instead of what is stated in
item a) above, to renew the Trial Term. Renewal is limited to one
time, and the total duration of Trial Term is thus 24 months after
the effective date. Licensee shall notify The Qt Company in
writing, no less than ninety (90) days before the expiry date, if
Licensee wish to exercise the Option.
APPENDIX 5: NON-COMMERCIAL USE
The provisions of this Appendix 5 are applicable for non-commercial use of the
Licensed Software by the Licensee.
For the purpose of this Appendix 5, the following additional definitions
(replacing the relevant definition of the Agreement, where applicable) shall be
applicable:
"Demo Units" shall mean (i) hardware development platform, which incorporates
the Licensed Software along with Licensee's software and/or hardware, and (ii)
prototype versions of Applications or Devices.
"Designated User(s)" shall mean the employees and students of the Licensee.
"Licensee Products" shall mean Applications and/or Devices.
"Permitted Purpose" shall mean (i) Licensee's internal evaluation and testing
of Licensed Software, (ii) building Demo Units as well as (iii) educational
use.
"Term" shall mean a period of twelve (12) months or any such other period as
may be agreed between the Parties.
For the purpose of this Appendix 5, the following changes shall be agreed with
respect to relevant Sections of the Agreement:
I. Recital (A) shall be replaced in its entirety to read as follows:
"(A) Licensee wishes to use the Licensed Software for the Permitted
Purpose."
II. Section 3.1 shall be replaced in its entirety to read as follows:
"The Qt Company grants to Licensee a personal, non-exclusive,
non-transferable, revocable, royalty-free license, valid for the
Term, to use, modify and copy the Licensed Software solely for the
Permitted Purpose.
Licensee may install copies of the Licensed Software on an
unlimited number of computers provided that only Designated Users
may use the Licensed Software.
Licensee may demonstrate the Demo Units, provided that such
demonstrations must be conducted by Licensee, and the Demo Units
must remain in Licensee's possession and under Licensee's control
at all times.
For clarity, this Agreement does not (i) entitle Licensee to use
Licensed Software to create Applications or Devices (other than
prototypes thereof) or (ii) carry any distribution rights to
Licensee, but such rights are subject to and conditional upon
conclusion of a separate license agreement with The Qt Company."
III. Sections 3.2, 3.3, 8 and 10 shall be deleted.
IV. Section 3.4 shall be replaced in its entirety to read as follows:
"Licensee shall not:
- remove or alter any copyright, trademark or other proprietary
rights notice contained in any portion of the Licensed
Software;
- transfer, publish, sublicense, disclose, display or otherwise
make the Licensed Software available to any third party
(except that Licensee may demonstrate the Demo Units pursuant
to Section 3.1);
- in any way combine, incorporate or integrate Licensed
Software with, or use Licensed Software for creation of, any
software created with or incorporating Open Source Qt;
Licensee shall cause all Designated Users who make use of the
licenses granted under this Agreement, to be contractually bound to
comply with the relevant terms of this Agreement and not to use the
Licensed Software beyond the terms hereof. Licensee shall be
responsible for any and all actions and omissions of its Designated
Users relating to the Licensed Software and use thereof.
Any use of Licensed Software beyond the provisions of this
Agreement is strictly prohibited and requires an additional license
from The Qt Company."
V. Section 12 shall be replaced in its entirety to read as follows:
"This Agreement shall enter into force upon due acceptance by both
Parties and remain in force for the Term, unless and until
terminated pursuant to the terms of Section 12.
Upon termination of the Agreement, Licensee shall cease using the
Licensed Software. All other copies of Licensed Software in the
possession or control of Licensee must be erased or destroyed. An
officer of Licensee must, upon request, promptly deliver to The Qt
Company a written confirmation that this has occurred."
Except for the modifications specified above, this Appendix carries no change
to the terms of the Agreement which shall remain in full force.