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.QT-FOR-DEVICE-CREATION-LICENSE-AGREEMENT
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QT LICENSE AGREEMENT
Agreement version 4.1
This License Agreement (“Agreement”) is a legal agreement between The Qt Company
(as defined below) and the Licensee (as defined below) for the license of
Licensed Software (as defined below). Capitalized terms used herein are defined
in Section 1.
WHEREAS:
(A) Licensee wishes to use the Licensed Software for the purpose of developing
and distributing Applications and/or Devices; and
(B) The Qt Company is willing to grant the Licensee a right to use Licensed
Software for such purpose pursuant to term and conditions of this Agreement.
NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:
1. DEFINITIONS
“Affiliate” of a Party shall mean an entity (i) which is directly or indirectly
controlling such Party; (ii) which is under the same direct or indirect
ownership or control as such Party; or (iii) which is directly or indirectly
owned or controlled by such Party. For these purposes, an entity shall be
treated as being controlled by another if that other entity has fifty percent
(50 %) or more of the votes in such entity, is able to direct its affairs and/or
to control the composition of its board of directors or equivalent body.
“Add-on Products” shall mean The Qt Company’s specific add-on software products
(for example Qt Safe Renderer, Qt for Automation, Qt Application Manager), which
are not licensed as part of The Qt Company’s standard offering, but shall be
included into the scope of Licensed Software only if so specifically agreed
between the Parties.
“Applications” shall mean Licensee's software products created using the
Licensed Software, which may include the Redistributables, or part thereof.
“Contractor(s)” shall mean third party consultants, distributors and contractors
performing services to a Party under applicable contractual arrangement.
“Customer(s)” shall mean Licensee’s end users to whom Licensee, directly or
indirectly, distributes copies of the Redistributables.
“Deployment Platforms” shall mean operating systems specified in the License
Certificate, in which the Redistributables can be distributed pursuant to the
terms and conditions of this Agreement.
“Designated User(s)” shall mean the employee(s) of Licensee or Licensee’s
Affiliates acting within the scope of their employment or Licensee's Contractors
acting within the scope of their services for Licensee and on behalf of
Licensee. Designated Users shall be named in the License Certificate.
“Development License” shall mean the license needed by the Licensee for each
Designated User to use the Licensed Software under the license grant described
in Section 3.1 of this Agreement. Development Licenses are available separately
for Qt for Application Development (desktop) and Qt for Device Creation
(embedded) products, each product having its designated scope and purpose of
use. Distribution Licenses are always connected to Qt for Device Creation
product only.
“Development Platforms” shall mean those operating systems specified in the
License Certificate, in which the Licensed Software can be used under the
Development License, but not distributed in any form or used for any other
purpose.
“Devices” shall mean hardware devices or products that 1) are manufactured
and/or distributed by the Licensee or its Affiliates or Contractors, and 2)
(i) incorporate or integrate the Redistributables or parts thereof; or (ii) do
not incorporate or integrate the Redistributables at the time of distribution,
but where, when used by a Customer, the main user interface or substantial
functionality of such device is provided by Application(s) or otherwise depends
on the Licensed Software. Devices shall be specified in Appendix 2 or in a
quote.
“Distribution License(s)” shall mean the license required for distribution 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.
License Certificate will be available under respective Designated User’s Qt
Account at account.qt.io and it will specify the Designated User, the
Development Platforms, Deployment Platforms and the License Term. The terms of
the License Certificate are considered part of this Agreement 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) 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, 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 or the payments
due to The Qt Company under this Agreement, including, but not limited to:
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.
“Qt 3D Studio” shall mean all versions of The Qt Company’s Qt 3D Studio, a 3D
user interface design and development environment for rapid designing and
prototyping of animated user interfaces.
“Qt Design Studio” shall mean all versions of The Qt Company’s Qt Design Studio
tool, a 2D user interface design and development environment for rapid designing
and prototyping of animated user interfaces.
“Qt for Application Development” shall mean The Qt Company’s productized
offering, which consist of all versions of
(i) Qt Toolkit, and
(ii) Qt Tools/Applications.
“Qt for Device Creation” shall mean The Qt Company’s productized offering,
which consist of all versions of
(i) Qt for Application Development, and
(ii) Software components specific to embedded software development as set forth
in Appendix 1, Sections 1b and 1d.
“Qt Toolkit” shall mean the modules defined in Appendix 1, Section 1a.
“Qt Tools/Applications” shall mean the tools defined in Appendix 1, Section 1c.
"Redistributables" shall mean the portions of the Licensed Software set forth in
Appendix 1, Section 2 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 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 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
personal, 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 an unlimited number of computers
provided that (i) only the Designated Users may use the Licensed Software, and
(ii) all Designated Users must have a valid Development License to use 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 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.
3.2 Distribution of Applications
Subject to the terms of this Agreement, The Qt Company grants to Licensee a
personal, 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 having paid
the agreed Development Licenses from The Qt Company before distributing any
Redistributables to Customers.
3.3 Distribution of Devices
Subject to the terms of this Agreement, The Qt Company grants to Licensee a
personal, 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 having purchased and paid the appropriate amount
of Development Licenses for Qt for Device Creation product and Distribution
Licenses from The Qt Company before distributing 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 contained in any portion of the Licensed
Software;
(ii) Applications must add primary and substantial functionality to 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) Applications must not compete with the Licensed Software;
(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 a) 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, or b) incorporate or
integrate Applications into a hardware device or product other than a
Device, 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 as a Device distribution under this
Agreement and dependent on 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 (“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 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 in 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 marked or
otherwise stated as “Technology Preview”, “Alpha”, “Beta” or similar
designation. Such pre-release code may be present in order to provide
experimental support for new platforms or preliminary versions of one or more
new functionalities. The pre-release code may not be at the level of performance
and compatibility of a final, generally available, product offering of the
Licensed Software. The pre-release parts of the Licensed Software 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, 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. ALL USE OF AND RELIANCE ON THE LICENSED SOFTWARE IS AT THE SOLE
RISK OF AND RESPONSIBILITY OF LICENSEE.
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. PARTIES
SPECIFICALLY AGREE THAT LICENSEE’S OBLIGATION TO PAY LICENSE AND OTHER FEES
CORRESPONDING TO ACTUAL USAGE OF LICENSED SOFTWARE HEREUNDER SHALL BE CONSIDERED
AS A DIRECT DAMAGE. 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.
7.2 Licensee´s Indemnification
Licensee shall indemnify and hold harmless The Qt Company from and against any
claim, injury, judgment, settlement, loss or expense, including attorneys' fees
related to: (a) Licensee’s misrepresentation in connection with The Qt Company
or the Licensed Software or breach of this Agreement, (b) the Application or
Device (except where such cause of liability is solely attributable to the
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, Support is provided only for 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.
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 installing, bundling or integrating (all jointly “installing”) the
Redistributables with the Devices or for otherwise distributing the
Redistributables in accordance with this Agreement. Each time Licensee
“installs” or distributes a copy of Redistributables, then one Distribution
License is used, and Licensee’s account of available Distribution Licenses is
decreased accordingly. Licensee may “install” copies of the Redistributables so
long as Licensee has Distribution Licenses remaining on its account.
Redistributables will be deemed to have been “installed” into a Device when one
of the following circumstances shall have occurred: a) the Redistributables have
been loaded onto the Device and used outside of the Licensee’s premises or b)
the Device has been fully tested and placed into Licensee's inventory (or sold)
for the first time (i.e., Licensee will not be required to use (or pay for) more
than one Distribution License for each individual Device, e.g. in a situation
where a Device is returned to Licensee's inventory after delivery to a
distributor or sale to a Customer). In addition, if Licensee includes a back-up
copy of the Redistributables on a CD-ROM or other storage medium along with the
product, that backup copy of the Redistributables will not be deemed to have
been “installed” and will not require an additional Distribution License.
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. The Qt Company shall have the right to
suspend, terminate or withhold grants of all rights to the Licensed Software
hereunder, including but not limited to the Developer License, Distribution
License, and Support, should Licensee fail to make payment in timely fashion.
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 and other taxes, duties or
tariffs (“Taxes”). Such applicable Taxes shall be paid by Licensee, or, where
applicable, in lieu of payment of such Taxes, 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 maintain accurate and up-to-date written records of
Licensee’s activities related to the use of Licensed Software and distribution
of Redistributables. The records shall be adequate to determine Licensee’s
compliance with the provisions of this Agreement and to demonstrate the number
of Designated Users and Redistributables distributed by Licensee. The records
shall conform to good accounting practices reasonably acceptable to The Qt
Company. Licensee shall, within thirty (30) days from receiving The Qt Company’s
request to that effect, deliver to The Qt Company a report on Licensee’s usage
of Licensed Software, such report to contain information, in sufficient detail,
on (i) amount of users working with Licensed Software, (ii) copies of
Redistributables distributed by Licensee during that calendar quarter, (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 use of the Redistributables, 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. 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 immediately pay The Qt Company any amounts owed
for such unauthorized use.
In addition, in the event the audit reveals a material violation of the terms of
this Agreement (underpayment of more than 5% of License Fees shall always 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 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) in force
(“Term”), unless and until terminated pursuant to the terms of this Section 12.
12.2 Termination by The Qt Company
The Qt Company shall have the right to terminate this Agreement upon thirty (30)
days prior written notice if the Licensee is in material breach of any
obligation of this Agreement and fails to remedy such breach within such notice
period.
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 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.
14.4 Entire Agreement
This Agreement, the exhibits hereto, the License Certificate and any applicable
Purchase Order 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 shall apply unless expressly
accepted by The Qt Company in writing.
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 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 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 as shown below. In addition, the Agreement may
include one or more of the Appendices 3-5 listed below depending on the
product(s) purchased by the Licensee, what is stated in the quote or invoice,
and/or what is stated on the License Certificate.
APPENDIX 1: LICENSED SOFTWARE
1a. Licensed Software - Qt Toolkit
Module Description
Qt Core Core non-graphical classes used by other modules.
Qt GUI Base classes for graphical user interface (GUI)
components.
Qt Multimedia Classes for audio, video and camera functionality.
Qt Multimedia Widgets Widget-based classes for implementing multimedia
functionality.
Qt Network Classes to make network programming easier and more
portable.
Qt QML Classes for QML and JavaScript languages.
Qt Quick A declarative framework for building highly dynamic
applications with custom user interfaces.
Qt Quick Controls 2 Provides lightweight QML types for creating
performant user interfaces for desktop, embedded, and
mobile devices.
Qt Quick Dialogs Types for creating and interacting with system
dialogs from a Qt Quick application.
Qt Quick Layouts Layouts are items that are used to arrange Qt Quick 2
based items in the user interface.
Qt Quick Test A unit test framework for QML applications.
Qt SQL Classes for database integration using SQL.
Qt Test Classes for unit testing Qt applications and
libraries.
Qt Widgets Classes to extend Qt GUI with C++ widgets.
Active Qt Classes for applications which use ActiveX and COM
Qt 3D Functionality for near-realtime simulation systems
with support for 2D and 3D rendering.
Qt Android Extras Provides platform-specific APIs for Android.
Qt Bluetooth Provides access to Bluetooth hardware.
Qt Canvas 3D Enables OpenGL-like 3D drawing calls from Qt Quick
applications using JavaScript.
Qt Concurrent Classes for writing multi-threaded programs without
using low-level threading primitives.
Qt D-Bus Classes for inter-process communication over the
D-Bus protocol.
Qt Gamepad Enables Qt applications to support the use of gamepad
hardware.
Qt Graphical Effects Graphical effects for use with Qt Quick 2.
Qt Help Classes for integrating documentation into
applications, similar to Qt Assistant.
Qt Image Formats Plugins for additional image formats: TIFF, MNG, TGA,
WBMP.
Qt Location Displays map, navigation, and place content in a QML
application.
Qt Mac Extras Provides platform-specific APIs for macOS.
Qt Network Authorization Provides support for OAuth-based authorization to
online services.
Qt NFC Provides access to Near-Field communication (NFC)
hardware.
Qt Platform Headers Provides classes that encapsulate platform-specific
information.
Qt Positioning Provides access to position, satellite and area
monitoring classes.
Qt Print Support Classes to make printing easier and more portable.
Qt Purchasing Enables in-app purchase of products in Qt
applications.
Qt for Python Python bindings for Qt.
Qt Quick Controls Reusable Qt Quick based UI controls to create classic
desktop-style user interfaces.
Qt Quick Extras Provides a specialized set of controls that can be
used to build interfaces in Qt Quick.
Qt Quick Widgets Provides a C++ widget class for displaying a Qt
Quick user interface.
Qt SCXML Provides classes and tools for creating state
machines from SCXML files.
Qt Sensors Provides access to sensor hardware and motion gesture
recognition.
Qt Serial Bus Provides access to serial industrial bus interface.
Qt Serial Port Provides access to hardware and virtual serial ports.
Qt Speech Provides support for accessibility features such as
text-to-speech.
Qt SVG Classes for displaying the contents of SVG files.
Qt UI Tools Classes for loading QWidget based forms created in Qt
Designer dynamically, at runtime.
Qt WebChannel Provides access to QObject or QML objects from HTML
clients for seamless integration of Qt applications
with HTML/JavaScript clients.
Qt WebEngine Classes and functions for embedding web content in
applications using the Chromium browser project.
Qt WebSockets Provides WebSocket communication.
Qt WebView Displays web content in a QML application by using
APIs native to the platform.
Qt Windows Extras Provides platform-specific APIs for Windows.
Qt X11 Extras Provides platform-specific APIs for X11.
Qt XML C++ implementations of SAX and DOM.
Qt XML Patterns Support for XPath, XQuery, XSLT and XML schema
validation.
Qt Wayland Compositor Provides a framework to develop a Wayland compositor.
Qt Charts UI Components for displaying charts.
Qt Data Visualization UI Components for creating 3D data visualizations.
Qt Virtual Keyboard A framework for implementing different input methods
as well as a QML virtual keyboard.
1b. Licensed software – Embedded software development libraries
Module Description
Boot 2 Qt stack Yocto based Embedded Linux stack for selected
target hardware
Qt OTA Client-side capability for device image
updates Over The Air.
Device Utilities Collection of API’s to manage the device;
E.g. display, WiFi and Bluetooth settings.
Qt Debugging Bridge (QDB) Daemon Enables host-target deployment, debugging,
profiling and other features over USB. Up to
developer to decide if this is left in the
final solution.
1c. Licensed Software - Qt Tools/Applications
Tool Description
Qt Creator The integrated development environment for Qt.
Qt Designer Qt tool for designing and building graphical user interfaces.
Qt Linguist Tool used to add translations to Qt applications.
Qt Assistant Tool for viewing online documentation in Qt help-file format.
Qmake Utility tool used to automate the generation of make files.
uic User interface compiler for the Qt GUI toolkit.
rcc Resource compiler used for embedding resources into Qt
applications.
lupdate Tool that finds the translatable strings in the specified source,
header and Qt Designer interface files, and produces or updates
translation files.
lrelease Tool that produces translation files in the compact binary format
used by localized Qt applications.
qlalr Qt parser generator tool.
qdoc Configurable documentation generation tool.
qmlscene QML launcher tool
qmlviewer QML launcher tool
1d. Licensed software –Qt Tools/Applications specific to embedded software
development
Tool Description
Target toolchains Cross compilation toolchains for
supported target devices and operating
systems
Qt Debugging Bridge (QDB) Host Tools Enables deployment, debugging,
profiling and other features over USB
from development host PC to target
device.
qtconfig-gui Qt Lite Configurator tool graphical
interface
Qt Emulator Qt emulator
2. Parts of the Licensed Software that are permitted for distribution in
object-code form only (“Redistributables”) under this Agreement:
2a. Qt for Application Development
(i) The Licensed Software's Qt Toolkit libraries defined in 1a
(ii) The Licensed Software's installer framework
2b. Qt for Device Creation
(i) Qt for Application Development Redistributables defined in 2a
(ii) The Licensed Software’s Embedded software development libraries defined in
1b
2c. Qt 3D Studio
The Licensed Software’s Qt 3D Studio Runtime (“Qt53DStudioRuntime2”)
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 following additional
software products of The Qt Company if included in the quote / invoice:
Qt for Automation
- MQTT software protocol libraries
- KNX software protocol libraries
- OPCUA (open source backend)
- OPCUA (Unified Automation backend)
Qt Safe Renderer
- Qt Safe Renderer library
Qt Application Manager
- Qt Application Manager library with Qt Creator integration
All the above is considered as Redistributables and subject to applicable
provisions and limitations including but not limited to what is defined in
Section 3.
APPENDIX 4: SMALL BUSINESS AND START-UP APPENDIX
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”):
- 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;