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Import Upstream version 5.15.3+dfsg
2022-05-14 17:39:13 +08:00
QT LICENSE AGREEMENT
Agreement version 4.3
This Qt License Agreement ("Agreement") is a legal agreement for the licensing
of Licensed Software (as defined below) between The Qt Company (as defined
below) and the Licensee who has accepted the terms of this Agreement by
downloading or using the Licensed Software and/or as defined herein:
Capitalized terms used herein are defined in Section 1.
WHEREAS:
(A) Licensee wishes to use the Licensed Software for the purpose of
developing and distributing Applications and/or Devices (each as
defined below); and
(B) The Qt Company is willing to grant the Licensee a right to use
Licensed Software for such a purpose pursuant to term and conditions
of this Agreement.
NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:
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to use, modify and copy the Licensed Software by Designated Users on the
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Licensee may install copies of the Licensed Software on five (5) computers per
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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, or any other method
acceptable to The Qt Company, that it does not wish to continue the License
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(30) days before expiry of the respective License Term.
Unless otherwise agreed between the Parties, Renewal Term shall be of equal
length with the initial License Term.
Any such Renewal Term shall be subject to License Fees agreed between the
Parties or, if no advance agreement exists, subject to The Qt Company's standard
pricing applicable at the commencement date of any such Renewal Term.
Any price or other term specified for a Renewal Term shall be valid only for the
specified time.
The Qt Company may either request the Licensee to place a purchase order
corresponding to a quote by The Qt Company, or uses Licensees stored Credit
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relevant Renewal Term.
In the event Licensee does not prevent auto-renewal pursuant the above, but a
Renewal Term is nevertheless not duly ordered within 30 days from the date of
the respective notification from The Qt Company and/or the respective License
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Company shall apply a reinstatement fee equal to ten percent (10 %) of the
total value of the License Fees of the Development Licenses for the expired
term to be added to the License Fee of the respective Renewal Term.
In the event Licensee chooses not to renew a Development License for a Renewal
Term by notifying The Qt Company thereof no less than thirty (30) days before
expiry of the respective License Term, Licensee may still reinstate such
expired Development Licenses for a Renewal Term subject to applicable renewal
Term License Fees until thirty (30) days from the expiry of the initially
agreed License Term or preceding Renewal Term. After such thirty (30) day
period a Development License shall be subject to applicable License Fees for
a new Development License and not any Renewal Term License Fees.
3.2. Distribution of Applications
Subject to the terms of this Agreement, The Qt Company grants to Licensee
a worldwide, non-exclusive, non-transferable, revocable (for cause pursuant to
this Agreement) right and license, valid for the Term, to
(i) distribute, by itself or through its Contractors, Redistributables as
installed, incorporated or integrated into Applications for execution
on the Deployment Platforms, and
(ii) grant sublicenses to Redistributables, as distributed hereunder, for
Customers solely for Customer's internal use and to the extent
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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
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time of distribution of any Redistributables to Customers.
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worldwide, non-exclusive, non-transferable, revocable (for cause pursuant to
this Agreement) right and license, valid for the Term, to
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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.
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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
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3.4. Further Requirements
The licenses granted above in this Section 3 by The Qt Company to Licensee are
conditional and subject to Licensee's compliance with the following terms:
(i) Licensee shall not remove or alter any copyright, trademark or other
proprietary rights notice(s) contained in any portion of the Licensed
Software;
(ii) Applications must add primary and substantial functionality to the
Licensed Software so as not to compete with the Licensed Software;
(iii) Applications may not pass on functionality which in any way makes it
possible for others to create software with the Licensed Software;
provided however that Licensee may use the Licensed Software's
scripting and QML ("Qt Quick") functionality solely in order to
enable scripting, themes and styles that augment the functionality
and appearance of the Application(s) without adding primary and
substantial functionality to the Application(s);
(iv) Licensee shall not use Licensed Software in any manner or for any
purpose that infringes, misappropriates or otherwise violates any
Intellectual property or right of any third party, or that violates
any applicable law;
(v) Licensee shall not use The Qt Company's or any of its suppliers'
names, logos, or trademarks to market Applications, except that
Licensee may use "Built with Qt" logo to indicate that
Application(s) was developed using the Licensed Software;
(vi) Licensee shall not distribute, sublicense or disclose source code
of Licensed Software to any third party (provided however that
Licensee may appoint employee(s) of Contractors as Designated
Users to use Licensed Software pursuant to this Agreement). Such
right may be available for the Licensee subject to a separate
software development kit ("SDK") license agreement to be concluded
with The Qt Company;
(vii) Licensee shall not grant the Customers a right to (i) make copies of
the Redistributables except when and to the extent required to use the
Applications and/or Devices for their intended purpose, (ii) modify
the Redistributables or create derivative works thereof, (iii)
decompile, disassemble or otherwise reverse engineer Redistributables,
or (iv) redistribute any copy or portion of the Redistributables to
any third party, except as part of the onward sale of the Device on
which the Redistributables are installed;
(viii) Licensee shall not and shall cause that its Affiliates or
Contractors shall not use Licensed Software in any Prohibited
Combination, unless Licensee has received an advance written
permission from The Qt Company to do so. Absent such written
permission, any and all distribution by the Licensee during the Term
of a hardware device or product a) which incorporate or integrate any
part of Licensed Software or Open Source Qt; or b) where the main
user interface or substantial functionality is provided by software
built with Licensed Software or Open Source Qt or otherwise depends
on the Licensed Software or Open Source Qt, shall be considered to be
Device distribution under this Agreement and shall be dependent on
Licensee's compliance thereof (including but not limited to
obligation to pay applicable License Fees for such distribution).
Notwithstanding what is provided above in this sub-section (viii),
Licensee is entitled to use and combine Licensed Software with any
Permitted Software;
(ix) Licensee shall cause all of its Affiliates and Contractors entitled
to make use of the licenses granted under this Agreement, to be
contractually bound to comply with the relevant terms of this
Agreement and not to use the Licensed Software beyond the terms
hereof and for any purposes other than operating within the scope
of their services for Licensee. Licensee shall be responsible for
any and all actions and omissions of its Affiliates and Contractors
relating to the Licensed Software and use thereof (including but not
limited to payment of all applicable License Fees);
(x) Except when and to the extent explicitly provided in this Section 3,
Licensee shall not transfer, publish, disclose, display or otherwise
make available the Licensed Software; and
(xi) Licensee shall not attempt or enlist a third party to conduct or
attempt to conduct any of the above.
Above terms shall not be applicable if and to the extent they conflict with any
mandatory provisions of any applicable laws.
Any use of Licensed Software beyond the provisions of this Agreement is
strictly prohibited and requires an additional license from The Qt Company.
4. THIRD-PARTY SOFTWARE
The Licensed Software may provide links to third party libraries or code
(collectively "Third-Party Software") to implement various functions.
Third-Party Software does not comprise part of the Licensed Software. In some
cases, access to Third-Party Software may be included with the Licensed
Software. Such Third-Party Software will be listed in the ".../src/3rdparty"
source tree delivered with the Licensed Software or documented in the Licensed
Software, as such may be amended from time to time. Licensee acknowledges that
use or distribution of Third-Party Software is in all respects subject to
applicable license terms of applicable third-party right holders.
5. PRE-RELEASE CODE
The Licensed Software may contain pre-release code and functionality, or sample
code marked or otherwise stated with appropriate designation such as "Technology
Preview", "Alpha", "Beta", "Sample" etc. ("Pre-Release Code").
Such Pre-Release Code may be present complimentary for the Licensee, in order to
provide experimental support or information for new platforms or preliminary
versions of one or more new functionalities or for other similar reasons. The
Pre-Release Code may not be at the level of performance and compatibility of a
final, generally available, product offering. The Pre-Release Code may not
operate correctly, may contain errors and may be substantially modified by The
Qt Company prior to the first commercial product release, if any. The Qt
Company is under no obligation to make Pre-Release Code commercially available,
or provide any Support or Updates relating thereto. The Qt Company assumes no
liability whatsoever regarding any Pre-Release Code, but any use thereof is
exclusively at Licensee's own risk and expense.
For clarity, unless Licensed Software specifies different license terms for
the respective Pre-Release Code, the Licensee is entitled to use such
pre-release code pursuant to Section 3, just like other Licensed Software,
provided however that in the event Add-on Products are included and available
as such Pre-Release Code, Licensee's right to use such Add-on Products is
nevertheless subject to and conditional upon conclusion of separate agreement
with The Qt Company.
6. LIMITED WARRANTY AND WARRANTY DISCLAIMER
The Qt Company hereby represents and warrants that it has the power and
authority to grant the rights and licenses granted to Licensee under this
Agreement.
Except as set forth above, the Licensed Software is licensed to Licensee
"as is" and Licensee's exclusive remedy and The Qt Company's entire liability
for errors in the Licensed Software shall be limited, at The Qt Company's
option, to correction of the error, replacement of the Licensed Software or
return of the applicable fees paid for the defective Licensed Software for
the time period during which the License is not able to utilize the Licensed
Software under the terms of this Agreement.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE QT COMPANY ON BEHALF OF
ITSELF AND ITS LICENSORS, SUPPLIERS AND AFFILIATES, DISCLAIMS ALL OTHER
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND
NON-INFRINGEMENT WITH REGARD TO THE LICENSED SOFTWARE. THE QT COMPANY DOES
NOT WARRANT THAT THE LICENSED SOFTWARE WILL SATISFY LICENSEE'S REQUIREMENTS OR
THAT IT WILL OPERATE WITHOUT DEFECT OR ERROR OR THAT THE OPERATION THEREOF
WILL BE UNINTERRUPTED.
7. INDEMNIFICATION AND LIMITATION OF LIABILITY
7.1. Limitation of Liability
EXCEPT FOR (I) CASES OF GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, AND (II)
BREACH OF CONFIDENTIALITY, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO
EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOSS OF PROFIT,
LOSS OF DATA, LOSS OF BUSINESS OR GOODWILL OR ANY OTHER INDIRECT, SPECIAL,
CONSEQUENTIAL, INCIDENTAL OR PUNITIVE COST, DAMAGES OR EXPENSE OF ANY KIND,
HOWSOEVER ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT.
EXCEPT FOR (I) CASES OF GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, AND (II)
BREACH OF CONFIDENTIALITY, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO
EVENT SHALL EITHER PARTY'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED
THE AGGREGATE LICENSE FEES PAID OR PAYABLE TO THE QT COMPANY FROM LICENSEE
DURING THE PERIOD OF TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT
RESULTING IN SUCH LIABILITY.
THE PROVISIONS OF THIS SECTION 7 ALLOCATE THE RISKS UNDER THIS AGREEMENT
BETWEEN THE QT COMPANY AND LICENSEE AND THE PARTIES HAVE RELIED UPON THE
LIMITATIONS SET FORTH HEREIN IN DETERMINING WHETHER TO ENTER INTO THIS
AGREEMENT.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, LICENSEE SHALL
ALWAYS BE LIABLE TO PAY THE APPLICABLE LICENSE FEES CORRESPONDING TO ITS ACTUAL
USE OF LICENSED SOFTWARE.
8. SUPPORT, UPDATES AND ONLINE SERVICES
Upon due payment of the agreed License Fees the Licensee will be eligible to
receive Support and Updates and to use the Online Services during the License
Term, provided, however, that in the event the License Term is longer than 36
months, the initial payment includes Support for only the first 12 months,
unless the Parties specifically otherwise agree.
Unless otherwise decided by The Company at its free and absolute discretion,
Upgrades will not be included in the Support but may be available subject to
additional fees.
From time to time The Qt Company may change the Support terms, provided that
during the respective ongoing License Term the level of Support provided by The
Qt Company may not be reduced without the consent of the Licensee.
Unless otherwise agreed, The Qt Company shall not be responsible for providing
any service or support to Customers.
9. CONFIDENTIALITY
Each Party acknowledges that during the Term of this Agreement each Party may
receive information about the other Party's business, business methods,
business plans, customers, business relations, technology, and other
information, including the terms of this Agreement, that is confidential and
of great value to the other Party, and the value of which would be
significantly reduced if disclosed to third parties ("Confidential
Information"). Accordingly, when a Party (the "Receiving Party") receives
Confidential Information from the other Party (the "Disclosing Party"), the
Receiving Party shall only disclose such information to employees and
Contractors on a need to know basis, and shall cause its employees and
employees of its Affiliates to: (i) maintain any and all Confidential
Information in confidence; (ii) not disclose the Confidential Information to
a third party without the Disclosing Party's prior written approval; and (iii)
not, directly or indirectly, use the Confidential Information for any purpose
other than for exercising its rights and fulfilling its responsibilities
pursuant to this Agreement. Each Party shall take reasonable measures to
protect the Confidential Information of the other Party, which measures shall
not be less than the measures taken by such Party to protect its own
confidential and proprietary information.
Obligation of confidentiality shall not apply to information that (i) is or
becomes generally known to the public through no act or omission of the
Receiving Party; (ii) was in the Receiving Party's lawful possession prior
to the disclosure hereunder and was not subject to limitations on disclosure
or use; (iii) is developed independently by employees or Contractors of the
Receiving Party or other persons working for the Receiving Party who have not
had access to the Confidential Information of the Disclosing Party, as proven
by the written records of the Receiving Party; (iv) is lawfully disclosed to
the Receiving Party without restrictions, by a third party not under an
obligation of confidentiality; or (v) the Receiving Party is legally compelled
to disclose, in which case the Receiving Party shall notify the Disclosing
Party of such compelled disclosure and assert the privileged and confidential
nature of the information and cooperate fully with the Disclosing Party to
limit the scope of disclosure and the dissemination of disclosed Confidential
Information to the minimum extent necessary.
The obligations under this Section 9 shall continue to remain in force for a
period of five (5) years after the last disclosure, and, with respect to trade
secrets, for so long as such trade secrets are protected under applicable
trade secret laws.
10. FEES, DELIVERY AND PAYMENT
10.1. License Fees
License Fees are described in The Qt Company's standard price list, quote or
Purchase Order confirmation or in an appendix hereto, as the case may be.
The License Fees shall not be refunded or claimed as a credit in any event or
for any reason whatsoever.
10.2. Ordering Licenses
Licensee may purchase Development Licenses and Distribution Licenses pursuant
to agreed pricing terms or, if no specific pricing terms have been agreed
upon, at The Qt Company's standard pricing terms applicable at the time of
purchase. Unless specifically otherwise provided, any pricing terms
referenced in this Agreement shall be valid for twelve (12) months from the
date of this Agreement.
Licensee shall submit all purchase orders for Development Licenses and
Distribution Licenses to The Qt Company by email or any other method
acceptable to The Qt Company (each such order is referred to herein as a
"Purchase Order") for confirmation, whereupon the Purchase Order shall
become binding between the Parties.
10.3. Distribution License Packs
Unless otherwise agreed, Distribution Licenses shall be purchased by way of
Distribution License Packs.
Upon due payment of the ordered Distribution License Pack(s), the Licensee
will have an account of Distribution Licenses available for distributing
the Redistributables in accordance with this Agreement.
Each time Licensee distributes a copy of Redistributables, then one
Distribution License is used, and Licensee's account of available
Distribution Licenses is decreased accordingly.
Licensee may distribute copies of the Redistributables so long as Licensee
has Distribution Licenses remaining on its account.
10.4. Payment Terms
License Fees and any other charges under this Agreement shall be paid by
Licensee no later than thirty (30) days from the date of the applicable
invoice from The Qt Company.
The Qt Company will submit an invoice to Licensee after the date of this
Agreement and/or after The Qt Company receives a Purchase Order from Licensee.
A late payment charge of the lower of (a) one percent per month; or (b) the
interest rate stipulated by applicable law, shall be charged on any unpaid
balances that remain past due.
10.5. Taxes
All License Fees and other charges payable hereunder are gross amounts but
exclusive of any value added tax, use tax, sales tax, withholding tax and
other taxes, duties or tariffs ("Taxes") levied directly for the sale,
delivery or use of Licensed Software hereunder pursuant to any applicable
law. Such applicable Taxes shall be paid by Licensee to The Qt Company, or,
where applicable, in lieu of payment of such Taxes to The Qt Company,
Licensee shall provide an exemption certificate to The Qt Company and any
applicable authority.
11. RECORD-KEEPING AND REPORTING OBLIGATIONS; AUDIT RIGHTS
11.1. Licensee's Record-keeping
Licensee shall at all times during the Term of this Agreement and for a
period of seven (7) years thereafter maintain Licensee's Records in an
accurate and up-to-date form. Licensee's Records shall be adequate to
reasonably enable The Qt Company to determine Licensee's compliance with
the provisions of this Agreement. The records shall conform to general
good accounting practices.
Licensee shall, within thirty (30) days from receiving The Qt Company's
request to that effect, deliver to The Qt Company a report based on
Licensee's Records, such report to contain information, in sufficient
detail, on (i) number and identity of users working with Licensed Software
or Open Source Qt, (ii) copies of Redistributables distributed by Licensee
during the most recent calendar quarter and/or any other term specified by
The Qt Company, (iii) number of undistributed copies of Redistributables
and corresponding number of unused Distribution Licenses remaining on
Licensee's account, and (iv) any other information as The Qt Company may
reasonably require from time to time.
11.2. The Qt Company's Audit Rights
The Qt Company or an independent auditor acting on behalf of The Qt
Company's, may, upon at least five (5) business days' prior written
notice and at its expense, audit Licensee with respect to the Licensee's
use of the Licensed Software, but not more frequently than once during
each 6-month period. Such audit may be conducted by mail, electronic means
or through an in-person visit to Licensee's place of business. Any such
in-person audit shall be conducted during regular business hours at
Licensee's facilities and shall not unreasonably interfere with Licensee's
usiness activities. The Qt Company or the independent auditor acting on
behalf of The Qt Company shall be entitled to inspect Licensee's Records
and conduct necessary interviews of Licensee's relevant employees and
Contractors. All such Licensee's Records and use thereof shall be subject
to an obligation of confidentiality under this Agreement.
If an audit reveals that Licensee is using the Licensed Software beyond
scope of the licenses Licensee has paid for, Licensee agrees to pay The Qt
Company any amounts owed for such unauthorized use within 30 days from
receipt of the corresponding invoice from The Qt Company.
In addition, in the event the audit reveals a material violation of the
terms of this Agreement (without limitation, either (i) underpayment of
more than 10 % of License Fees or 10,000 euros (whichever is more) or
(ii) distribution of products, which include or result from Prohibited
Combination, shall be deemed a material violation for purposes of this
section), then the Licensee shall pay The Qt Company's reasonable cost of
conducting such audit.
12. TERM AND TERMINATION
12.1. Agreement Term
This Agreement shall enter into force upon due acceptance by both
Parties and remain in force for as long as there is any Development
License(s) purchased under this Agreement in force ("Term"), unless and
until terminated pursuant to the terms of this Section 12.
12.2. Termination and suspension of rights
Either Party shall have the right to terminate this Agreement upon thirty
(30) days prior written notice if the other Party commits a material
breach of any obligation of this Agreement and fails to remedy such breach
within such notice period.
Instead of termination, The Qt Company shall have the right to suspend or
withhold grants of all rights to the Licensed Software hereunder,
including but not limited to the Development Licenses, Distribution
License, and Support, should Licensee fail to make payment in timely
fashion or otherwise violates or is reasonably suspected to violate its
obligations or terms of this Agreement, and where such violation or breach
is not cured within five (5) business days following The Qt Company's
written notice thereof.
12.3. Mutual Right to Terminate
Either Party shall have the right to terminate this Agreement immediately
upon written notice in the event that the other Party becomes insolvent,
files for any form of bankruptcy, makes any assignment for the benefit of
creditors, has a receiver, administrative receiver or officer appointed
over the whole or a substantial part of its assets, ceases to conduct
business, or an act equivalent to any of the above occurs under the laws
of the jurisdiction of the other Party.
12.4. Parties' Rights and Duties upon Termination
Upon expiry or termination of the Agreement, Licensee shall cease and
shall cause all Designated Users (including those of its Affiliates' and
Contractors') to cease using the Licensed Software and distribution of the
Redistributables under this Agreement.
Notwithstanding the above, in the event the Agreement expires or is terminated:
(i) as a result of The Qt Company choosing not to renew the Development
License(s) as set forth in Section 3.1, and where such decision of
non-renewal is not due to any ongoing breach or alleged breach (as
reasonably determined by The Qt Company) by Licensee of the terms of this
Agreement or any applicable license terms of Open Source Qt, 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. The modules and tools are ported to Qt 6
in stages and are subject to availability.
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 PDF | X, R | X, R | | | |
+-----------------------------------------------------------------------+
| Qt QML | X, R | X, R | | | |
+-----------------------------------------------------------------------+
| Qt Quick | X, R | X, R | | | |
+-----------------------------------------------------------------------+
| Qt Quick Controls 2 | X, R | X, R | | | |
+-----------------------------------------------------------------------+
| Qt Quick Dialogs | X, R | X, R | | | |
+-----------------------------------------------------------------------+
| Qt Quick Layouts | X, R | X, R | | | |
+-----------------------------------------------------------------------+
| Qt Quick Test | X, R | X, R | | | |
+-----------------------------------------------------------------------+
| Qt SQL | X, R | X, R | | | |
+-----------------------------------------------------------------------+
| Qt Test | X, R | X, R | | | |
+-----------------------------------------------------------------------+
| Qt Widgets | X, R | X, R | | | |
+-----------------------------------------------------------------------+
| Active Qt | X, R | X, R | | | |
+-----------------------------------------------------------------------+
| Qt 3D | X, R | X, R | | | |
+-----------------------------------------------------------------------+
| Qt Android Extras | X, R | X, R | | | |
+-----------------------------------------------------------------------+
| Qt Bluetooth | X, R | X, R | | | |
+-----------------------------------------------------------------------+
| Qt Canvas 3D | X, R | X, R | | | |
+-----------------------------------------------------------------------+
| Qt Concurrent | X, R | X, R | | | |
+-----------------------------------------------------------------------+
| Qt D-Bus | X, R | X, R | | | |
+-----------------------------------------------------------------------+
| Qt Gamepad | X, R | X, R | | | |
+-----------------------------------------------------------------------+
| Qt Graphical Effects | X, R | X, R | | | |
+-----------------------------------------------------------------------+
| Qt Help | X, R | X, R | | | |
+-----------------------------------------------------------------------+
| Qt Image Formats | X, R | X, R | | | |
+-----------------------------------------------------------------------+
| Qt Location | X, R | X, R | | | |
+-----------------------------------------------------------------------+
| Qt Mac Extras | X, R | X, R | | | |
+-----------------------------------------------------------------------+
| Qt Network Authorization | X, R | X, R | | | |
+-----------------------------------------------------------------------+
| Qt NFC | X, R | X, R | | | |
+-----------------------------------------------------------------------+
| Qt Platform Headers | X, R | X, R | | | |
+-----------------------------------------------------------------------+
| Qt Positioning | X, R | X, R | | | |
+-----------------------------------------------------------------------+
| Qt Print Support | X, R | X, R | | | |
+-----------------------------------------------------------------------+
| Qt Purchasing | X, R | X, R | | | |
+-----------------------------------------------------------------------+
| Qt for Python | X, R | X, R | | | |
+-----------------------------------------------------------------------+
| Qt Quick Controls | X, R | X, R | | | |
+-----------------------------------------------------------------------+
| Qt Quick Extras | X, R | X, R | | | |
+-----------------------------------------------------------------------+
| Qt Quick Widgets | X, R | X, R | | | |
+-----------------------------------------------------------------------+
| Qt SCXML | X, R | X, R | | | |
+-----------------------------------------------------------------------+
| Qt Sensors | X, R | X, R | | | |
+-----------------------------------------------------------------------+
| Qt Serial Bus | X, R | X, R | | | |
+-----------------------------------------------------------------------+
| Qt Serial Port | X, R | X, R | | | |
+-----------------------------------------------------------------------+
| Qt Speech | X, R | X, R | | | |
+-----------------------------------------------------------------------+
| Qt SVG | X, R | X, R | | | |
+-----------------------------------------------------------------------+
| Qt UI Tools | X, R | X, R | | | |
+-----------------------------------------------------------------------+
| Qt WebChannel | X, R | X, R | | | |
+-----------------------------------------------------------------------+
| Qt WebEngine | X, R | X, R | | | |
+-----------------------------------------------------------------------+
| Qt WebSockets | X, R | X, R | | | |
+-----------------------------------------------------------------------+
| Qt WebView | X, R | X, R | | | |
+-----------------------------------------------------------------------+
| Qt Windows Extras | X, R | X, R | | | |
+-----------------------------------------------------------------------+
| Qt X11 Extras | X, R | X, R | | | |
+-----------------------------------------------------------------------+
| Qt XML | X, R | X, R | | | |
+-----------------------------------------------------------------------+
| Qt XML Patterns | X, R | X, R | | | |
+-----------------------------------------------------------------------+
| Qt Wayland Compositor | X, R | X, R | | | |
+-----------------------------------------------------------------------+
| Qt Charts | X, R | X, R | | | |
+-----------------------------------------------------------------------+
| Qt Data Visualization | X, R | X, R | | | |
+-----------------------------------------------------------------------+
| Qt Virtual Keyboard | X, R | X, R | | | |
+-----------------------------------------------------------------------+
| Boot 2 Qt stack | | X, R | | | |
+-----------------------------------------------------------------------+
| Qt OTA | | X, R | | | |
+-----------------------------------------------------------------------+
| Device Utilities | | X, R | | | |
+-----------------------------------------------------------------------+
| Qt Debugging Bridge (QDB) Daemon | | X, R | | | |
+-----------------------------------------------------------------------+
| Qt Quick Ultralite Controls | | | X, R | | |
+-----------------------------------------------------------------------+
| Qt Quick Ultralite | | | X, R | | |
+-----------------------------------------------------------------------+
| Qt Creator | X | X | X | | |
+-----------------------------------------------------------------------+
| Qt Designer (Qt Widget Designer) | X | X | | | |
+-----------------------------------------------------------------------+
| Qt Quick Designer (Qt Creator | X, R | X, R | X, R | | |
| plugin) | | | | | |
+-----------------------------------------------------------------------+
| Qt Linguist | X, R | X, R | X, R | | |
+-----------------------------------------------------------------------+
| Qt Assistant | X, R | X, R | X, R | | |
+-----------------------------------------------------------------------+
| Lupdate | X, R | X, R | X, R | | |
+-----------------------------------------------------------------------+
| Lrelease | X, R | X, R | X, R | | |
+-----------------------------------------------------------------------+
| Qmake | X | X | | | |
+-----------------------------------------------------------------------+
| Uic | X | X | | | |
+-----------------------------------------------------------------------+
| Rcc | X | X | | | |
+-----------------------------------------------------------------------+
| Qlalr | X | X | | | |
+-----------------------------------------------------------------------+
| Qdoc | X | X | | | |
+-----------------------------------------------------------------------+
| Qmlscene | X | X | | | |
+-----------------------------------------------------------------------+
| Qmlviewer | X | X | | | |
+-----------------------------------------------------------------------+
| Target toolchains | | X | X | | |
+-----------------------------------------------------------------------+
| Qt Debugging Bridge (QDB) Host | | X | | | |
| Tools | | | | | |
+-----------------------------------------------------------------------+
| qtconfig-gui | | X | | | |
+-----------------------------------------------------------------------+
| Qt Emulator | | X | | | |
+-----------------------------------------------------------------------+
| Qmlinterfacegenerator | | | X | | |
+-----------------------------------------------------------------------+
| Qmltocpp | | | X | | |
+-----------------------------------------------------------------------+
| qulfontcompiler | | | X | | |
+-----------------------------------------------------------------------+
| Qt53DStudioRuntime2 | | | | X, R | |
+-----------------------------------------------------------------------+
| Qt 3D Studio | | | | X | |
+-----------------------------------------------------------------------+
| Qt Design Studio | | | | | X |
+-----------------------------------------------------------------------+
APPENDIX 3: ADDITIONS TO LICENSED SOFTWARE
In addition to what is provided under the definition of the Licensed Software,
Parties agree that Licensed Software shall also include the Add-On Products of
The Qt Company, as mentioned in this Appendix, if included in the quote /
invoice.
The Modules and/or Tools of the Licensed Software that are included with each
Add-On Product respectively are marked with 'X' in the below table. The modules
are ported to Qt 6 in stages and are subject to availability.
Parts of the respective Add-On Product that are permitted for distribution in
object-code form only ("Redistributables") are marked with 'R' in the below
table.
+------------------------------------------------------------------------------------------------+
| | Add-On Product(s) |
| +--------------------------------------------------------------------------+
| Modules / Tools of | Qt for | Qt | Qt | Qt | Qt | Qt |
| Licensed Software | Automation | Automotive | Safe | Application | GammaRay | Deployment |
| | / Qt M2M | Suite | Renderer | Manager | | Platform |
| | Protocols | | | | | Package |
+------------------------------------------------------------------------------------------------+
| Qt MQTT | X, R | | | | | |
+------------------------------------------------------------------------------------------------+
| Qt KNX | X, R | | | | | |
+------------------------------------------------------------------------------------------------+
| Qt OPC UA | X, R | | | | | |
+------------------------------------------------------------------------------------------------+
| Qt CoAP | X, R | | | | | |
+------------------------------------------------------------------------------------------------+
| Qt Safe Renderer | | X, R | X, R | | | |
+------------------------------------------------------------------------------------------------+
| Qt Application | | X, R | | X, R | | |
| Manager | | | | | | |
+------------------------------------------------------------------------------------------------+
| Qt IVI | | X, R | | | | |
+------------------------------------------------------------------------------------------------+
| Reference UI | | X, R | | | | |
+------------------------------------------------------------------------------------------------+
| Qt GENIVI Extras | | X, R | | | | |
+------------------------------------------------------------------------------------------------+
| QML Live | | X | | | | |
+------------------------------------------------------------------------------------------------+
| Qt Creator | | X | | | | |
| Deployment | | | | | | |
+------------------------------------------------------------------------------------------------+
| Qt Creator Plugin | | X | | X | | |
| for Qt Application Manager | | | | | |
+------------------------------------------------------------------------------------------------+
| Qt Automotive Suite | | X | | | | |
| Deployment Server | | | | | | |
+------------------------------------------------------------------------------------------------+
| Qt Design Studio | | X | | | | |
+------------------------------------------------------------------------------------------------+
| Qt 3D Studio | | X | | | | |
+------------------------------------------------------------------------------------------------+
| GammaRay | | X | | | X | |
+------------------------------------------------------------------------------------------------+
| Platform adaptations| | | | | | X |
| for specified | | | | | |
| Deployment Platforms | | | | | |
+------------------------------------------------------------------------------------------------+
| Qt for Device | | X | | | | |
| Creation | | | | | | |
+------------------------------------------------------------------------------------------------+
All the above Redistributables are subject to applicable provisions and
limitations including but not limited to what is defined in section 3 of the
Agreement.
APPENDIX 4: SMALL BUSINESS AND STARTUP
The provisions of this Appendix 4 are applicable for companies with an annual
revenue, including funding, equivalent to maximum of 250,000 USD (in
applicable currency) during the latest full calendar year, as evidenced by
duly audited records of the Licensee and approved by The Qt Company
("Start-up Company").
Start-up Companies are qualified for a discounted License Fee for maximum of
four (4) Development Licenses ("Start-up Development License") unless
otherwise agreed between the parties.
Start-up Development License entitles the respective Designated User for
Support only for installation related issues.
Upon expiry of the respective License Term, the Start-up Development
Licenses shall be automatically extended, pursuant to Section 3.1 of the
Agreement, for a Renewal Term either as new Start-up Development Licenses
(if the Licensee still qualifies as a Start-up Company), or as normal
Development Licenses (if the Licensee no longer qualifies as a Start-up
ompany).
APPENDIX 5: NON-COMMERCIAL USE
The provisions of this Appendix 5 are applicable for non-commercial use of
the Licensed Software by the Licensee.
For the purpose of this Appendix 5, the following additional definitions
(replacing the relevant definition of the Agreement, where applicable)
shall be applicable:
"Demo Units" shall mean (i) hardware development platform, which incorporates
the Licensed Software along with Licensee's software and/or hardware, and
(ii) prototype versions of Applications or Devices.
"Designated User(s)" shall mean the employees and students of the Licensee.
"Licensee Products" shall mean Applications and/or Devices.
"Permitted Purpose" shall mean (i) Licensee's internal evaluation and
testing of Licensed Software, (ii) building Demo Units as well as (iii)
educational use.
"Term" shall mean a period of twelve (12) months or any such other period
as may be agreed between the Parties.
For the purpose of this Appendix 5, the following changes shall be agreed
with respect to relevant Sections of the Agreement:
I. Recital (A) shall be replaced in its entirety to read as follows:
"(A) Licensee wishes to use the Licensed Software for the Permitted
Purpose."
II. Section 3.1 shall be replaced in its entirety to read as follows:
"The Qt Company grants to Licensee a personal, non-exclusive,
non-transferable, revocable, royalty-free license, valid for the
Term, to use, modify and copy the Licensed Software solely for the
Permitted Purpose.
Licensee may install copies of the Licensed Software on five (5)
computers per Designated User, provided that only the Designated
Users who have a valid Development License may use the Licensed
Software.
Licensee may demonstrate the Demo Units, provided that such
demonstrations must be conducted by Licensee, and the Demo Units
must remain in Licensee's possession and under Licensee's control
at all times.
For clarity, this Agreement does not (i) entitle Licensee to use
Licensed Software to create Applications or Devices (other than
prototypes thereof) or (ii) carry any distribution rights to
Licensee, but such rights are subject to and conditional upon
conclusion of a separate license agreement with The Qt Company."
III. Sections 3.2, 3.3, 8 and 10 shall be deleted.
IV. Section 3.4 shall be replaced in its entirety to read as follows:
"Licensee shall not:
- remove or alter any copyright, trademark or other proprietary
rights notice contained in any portion of the Licensed Software;
- transfer, publish, sublicense, disclose, display or otherwise
make the Licensed Software available to any third party (except
that Licensee may demonstrate the Demo Units pursuant to Section
3.1);
- in any way combine, incorporate or integrate Licensed Software
with, or use Licensed Software for creation of, any software
created with or incorporating Open Source Qt;
Licensee shall cause all Designated Users who make use of the
licenses granted under this Agreement, to be contractually bound
to comply with the relevant terms of this Agreement and not to use
the Licensed Software beyond the terms hereof. Licensee shall be
responsible for any and all actions and omissions of its
Designated Users relating to the Licensed Software and use
thereof.
Any use of Licensed Software beyond the provisions of this
Agreement is strictly prohibited and requires an additional license
from The Qt Company."
V. Section 12 shall be replaced in its entirety to read as follows:
"This Agreement shall enter into force upon due acceptance by both
Parties and remain in force for the Term, unless and until
terminated pursuant to the terms of Section 12.
Upon termination of the Agreement, Licensee shall cease using the
Licensed Software. All other copies of Licensed Software in the
possession or control of Licensee must be erased or destroyed.
An officer of Licensee must, upon request, promptly deliver to
The Qt Company a written confirmation that this has occurred."
Except for the modifications specified above, this Appendix carries no
change to the terms of the Agreement which shall remain in full force.