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QT LICENSE AGREEMENT
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2023-05-05 09:20:25 +08:00
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Agreement version 4.4.1
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2022-05-14 17:39:13 +08:00
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This Qt License Agreement ("Agreement") is a legal agreement for the licensing
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of Licensed Software (as defined below) between The Qt Company (as defined
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below) and the Licensee who has accepted the terms of this Agreement by signing
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this Agreement or by downloading or using the Licensed Software or in any other
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appropriate means.
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Capitalized terms used herein are defined in Section 1.
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WHEREAS:
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(A) Licensee wishes to use the Licensed Software for the purpose of
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developing and distributing Applications and/or Devices (each as defined
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below);
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(B) The Qt Company is willing to grant the Licensee a right to use Licensed
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Software for such a purpose pursuant to term and conditions of this
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Agreement; and
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(C) Parties wish to enable that their respective Affiliates also can sell
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and purchase licenses to serve Licensee Affiliates' needs to use Licensed
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Software pursuant to terms of the Agreement. Any such license purchases by
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Licensee Affiliates from The Qt Company or its Affiliates will create
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contractual relationship directly between the relevant The Qt Company and
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the respective ordering Licensee Affiliate "Acceding Agreement").
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Accordingly, Licensee shall not be a party to any such Acceding Agreement,
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and no rights or obligations are created to the Licensee thereunder but all
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rights and obligations under such Acceding Agreement are vested and borne
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solely by the ordering Licensee Affiliate and the relevant The Qt Company
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as a contracting parties under such Acceding Agreement.
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NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:
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1. DEFINITIONS
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"Affiliate" of a Party shall mean an entity
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(i) which is directly or indirectly controlling such Party;
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(ii) which is under the same direct or indirect ownership or control as
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such Party; or
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(iii) which is directly or indirectly owned or controlled by such Party.
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For these purposes, an entity shall be treated as being controlled by another
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if that other entity has fifty percent (50 %) or more of the votes in such
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entity, is able to direct its affairs and/or to control the composition of its
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board of directors or equivalent body.
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"Add-on Products" shall mean The Qt Company's specific add-on software products
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which are not licensed as part of The Qt Company's standard product offering,
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but shall be included into the scope of Licensed Software only if so
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specifically agreed between the Parties.
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"Agreement Term" shall mean the validity period of this Agreement, as set forth
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in Section 12.
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"Applications" shall mean software products created using the Licensed
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Software, which include the Redistributables, or part thereof.
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"Contractor(s)" shall mean third party consultants, distributors and
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contractors performing services to the Licensee under applicable contractual
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arrangement.
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"Customer(s)" shall mean Licensee's customers to whom Licensee, directly or
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indirectly, distributes copies of the Redistributables as integrated or
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incorporated into Applications or Devices.
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"Data Protection Legislation" shall mean the General Data Protection Regulation
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(EU 2016/679) (GDPR) and any national implementing laws, regulations and
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secondary legislation, as may be amended or updated from time to time, as well
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as any other data protection laws or regulations applicable in relevant
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territory.
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"Deployment Platforms" shall mean target operating systems and/or hardware
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specified in the License Certificate, on which the Redistributables can be
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distributed pursuant to the terms and conditions of this Agreement.
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"Designated User(s)" shall mean the employee(s) of Licensee or Licensee's
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Affiliates acting within the scope of their employment or Licensee's
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Contractors acting within the scope of their services on behalf of Licensee.
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"Development License" shall mean the license needed by the Licensee for each
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Designated User to use the Licensed Software under the license grant described
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in Section 3.1 of this Agreement. Development Licenses are available per
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respective Licensed Software products, each product having its designated scope
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and purpose of use.
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"Development License Term" shall mean the agreed validity period of the
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Development License or QA Tools license during which time the relevant Licensed
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Software product can be used pursuant to this Agreement. Agreed Development
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License Term, as ordered and paid for by the Licensee, shall be memorialized in
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the applicable License Certificate.
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"Development Platforms" shall mean those host operating systems specified in
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the License Certificate, in which the Licensed Software can be used under the
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Development License.
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"Devices" shall mean
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(1) hardware devices or products that
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i. are manufactured and/or distributed by the Licensee, its Affiliates,
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Contractors or Customers, and
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ii. incorporate, integrate or link to Applications such that
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substantial functionality of such unit, when used by an End User,
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is provided by Application(s) or otherwise depends on the Licensed
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Software, regardless of whether the Application is developed by
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Licensee or its Contractors; or
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(2) Applications designed for the hardware devices specified in item (1).
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Devices covered by this Agreement shall be specified in Appendix 2 or in a
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quote.
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"Distribution License(s)" shall mean a royalty-bearing license required for any
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kind of sale, trade, exchange, loan, lease, rental or other distribution by or
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on behalf of Licensee to a third party of Redistributables in connection with
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Devices pursuant to license grant described in Section 3.3 of this Agreement.
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Distribution Licensed are sold separately for each type of Device respectively
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and cannot be used for any type of Devices at Licensee's discretion.
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"Distribution License Packs" shall mean set of prepaid Distribution Licenses
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for distribution of Redistributables, as defined in The Qt Company's standard
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price list, quote, Purchase Order confirmation or in an Appendix 2 hereto, as
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the case may be.
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"End User" shall mean the final end user of the Application or a Device.
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"Evaluation License Term" shall mean a time period specified in the License
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Certificate for the Licensee to use the relevant Licensed Software for
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evaluation purposes according to Section 3.6 herein.
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"Intellectual Property Rights" shall mean patents (including utility models),
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design patents, and designs (whether or not capable of registration), chip
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topography rights and other like protection, copyrights, trademarks, service
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marks, trade names, logos or other words or symbols and any other form of
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statutory protection of any kind and applications for any of the foregoing as
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well as any trade secrets.
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"License Certificate" shall mean a certificate generated by The Qt Company for
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each Designated User respectively upon them downloading the Licensed Software,
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which will be available under respective Designated User's Qt Account at
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account.qt.io. License Certificates will specify relevant information
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pertaining the Licensed Software purchased by Licensee and Designated User's
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license to the Licensed Software.
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"License Fee" shall mean the fee charged to the Licensee for rights granted
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under the terms of this Agreement.
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"Licensed Software" shall mean specified product of commercially licensed
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version of Qt Software and/or QA Tools defined in Appendix 1 and/or Appendix 3,
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which Licensee has purchased and which is provided to Licensee under the terms
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of this Agreement. Licensed Software shall include corresponding online or
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electronic documentation, associated media and printed materials, including the
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source code (where applicable), example programs and the documentation.
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Licensed Software does not include Third Party Software (as defined in Section
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4) or Open Source Qt. The Qt Company may, in the course of its development
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activities, at its free and absolute discretion and without any obligation to
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send or publish any notifications to the Licensee or in general, make changes,
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additions or deletions in the components and functionalities of the Licensed
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Software, provided that no such changes, additions or deletions will affect
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the already released version of the Licensed Software, but only upcoming
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version(s).
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"Licensee" shall mean the individual or legal entity that is party to this
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Agreement.
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"Licensee's Records" shall mean books and records that contain information
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bearing on Licensee's compliance with this Agreement, Licensee's use of Open
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Source Qt and/or the payments due to The Qt Company under this Agreement,
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including, but not limited to user information, assembly logs, sales records
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and distribution records.
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"Modified Software" shall have the meaning as set forth in Section 2.3.
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"Online Services" shall mean any services or access to systems made available
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by The Qt Company to the Licensee over the Internet relating to the Licensed
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Software or for the purpose of use by the Licensee of the Licensed Software or
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Support. Use of any such Online Services is discretionary for the Licensee and
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some of them may be subject to additional fees.
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"Open Source Qt" shall mean Qt Software available under the terms of the GNU
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Lesser General Public License, version 2.1 or later ("LGPL") or the GNU General
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Public License, version 2.0 or later ("GPL"). For clarity, Open Source Qt shall
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not be provided, governed or used under this Agreement.
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"Party" or "Parties" shall mean Licensee and/or The Qt Company.
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"Permitted Software" shall mean (i) third party open source software products
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that are generally available for public in source code form and free of any
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charge under any of the licenses approved by Open Source Initiative as listed
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on https://opensource.org/licenses, which may include parts of Open Source Qt
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or be developed using Open Source Qt; and (ii) software The Qt Company has made
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available via its Qt Marketplace online distribution channel.
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"Pre-Release Code" shall have the meaning as set forth in Section 4.
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"Prohibited Combination" shall mean any effort to use, combine, incorporate,
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link or integrate Licensed Software with any software created with or
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incorporating Open Source Qt, or use Licensed Software for creation of any such
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software.
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"Purchase Order" shall have the meaning as set forth in Section 10.2.
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"QA Tools" shall mean software libraries and tools as defined in Appendix 1
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depending on which product(s) the Licensee has purchased under the Agreement.
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"Qt Software" shall mean the software libraries and tools of The Qt Company,
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which The Qt Company makes available under commercial and/or open source
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licenses.
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"Redistributables" shall mean the portions of the Licensed Software set forth
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in Appendix 1 that may be distributed pursuant to the terms of this Agreement
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in object code form only, including any relevant documentation. Where relevant,
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any reference to Licensed Software in this Agreement shall include and refer
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also to Redistributables.
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"Renewal Term" shall mean an extension of previous Development License Term as
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agreed between the Parties.
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"Submitted Modified Software" shall have the meaning as set forth in Section
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2.3.
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"Support" shall mean standard developer support that is provided by The Qt
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Company to assist Designated Users in using the Licensed Software in accordance
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with this Agreement and the Support Terms.
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"Support Terms" shall mean The Qt Company's standard support terms specified in
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Appendix 9 hereto.
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"Taxes" shall have the meaning set forth in Section 10.5.
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"The Qt Company" shall mean:
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(i) in the event Licensee is an individual residing in the United States or
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a legal entity incorporated in the United States or having its
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headquarters in the United States, The Qt Company Inc., a Delaware
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corporation with its office at 3031 Tisch Way, 110 Plaza West,
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San Jose, CA 95128, USA.; or
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(ii) in the event the Licensee is an individual residing outside of the
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United States or a legal entity incorporated outside of the United
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States or having its registered office outside of the United States,
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The Qt Company Ltd., a Finnish company with its registered office at
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Miestentie 7, 02150 Espoo, Finland.
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"Third-Party Software" shall have the meaning set forth in Section 4.
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"Updates" shall mean a release or version of the Licensed Software containing
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bug fixes, error corrections and other changes that are generally made
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available to users of the Licensed Software that have contracted for Support.
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Updates are generally depicted as a change to the digits following the decimal
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in the Licensed Software version number. The Qt Company shall make Updates
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available to the Licensee under the Support. Updates shall be considered as
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part of the Licensed Software hereunder.
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"Upgrades" shall mean a release or version of the Licensed Software containing
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enhancements and new features and are generally depicted as a change to the
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first digit of the Licensed Software version number. In the event Upgrades are
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provided to the Licensee under this Agreement, they shall be considered as part
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of the Licensed Software hereunder.
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2. OWNERSHIP
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2.1. Ownership of The Qt Company
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The Licensed Software is protected by copyright laws and international
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copyright treaties, as well as other intellectual property laws and treaties.
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The Licensed Software is licensed, not sold.
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All of The Qt Company's Intellectual Property Rights are and shall remain the
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exclusive property of The Qt Company or its licensors respectively. No rights
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to The Qt Company's Intellectual Property Rights are assigned or granted to
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Licensee under this Agreement, except when and to the extent expressly
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specified herein.
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2.2. Ownership of Licensee
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All the Licensee's Intellectual Property Rights are and shall remain the
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exclusive property of the Licensee or its licensors respectively.
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2023-05-05 09:20:25 +08:00
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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).
|
2022-05-14 17:39:13 +08:00
|
|
|
|
|
|
|
|
2.3. Modified Software
|
2023-05-05 09:20:25 +08:00
|
|
|
|
2022-05-14 17:39:13 +08:00
|
|
|
Licensee may create bug-fixes, error corrections, patches or modifications to
|
|
|
|
|
the Licensed Software ("Modified Software"). Such Modified Software may break
|
2023-05-05 09:20:25 +08:00
|
|
|
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.
|
2022-05-14 17:39:13 +08:00
|
|
|
|
|
|
|
|
Licensee may, at its sole and absolute discretion, choose to submit Modified
|
|
|
|
|
Software to The Qt Company ("Submitted Modified Software") in connection with
|
2023-05-05 09:20:25 +08:00
|
|
|
Licensee's Support request, service request or otherwise. In the event
|
|
|
|
|
Licensee does so, then, Licensee hereby grants The Qt Company a sublicensable,
|
2022-05-14 17:39:13 +08:00
|
|
|
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
|
2023-05-05 09:20:25 +08:00
|
|
|
|
2022-05-14 17:39:13 +08:00
|
|
|
Subject to the terms of this Agreement, The Qt Company grants to Licensee a
|
2023-05-05 09:20:25 +08:00
|
|
|
worldwide, non-exclusive, non-transferable license, valid for each Development
|
|
|
|
|
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 Customers. Each
|
|
|
|
|
Application and/or Device can only include, incorporate or integrate
|
|
|
|
|
contributions by such Designated Users who are duly licensed for the applicable
|
|
|
|
|
Development Platform(s) and Deployment Platform(s) (i.e have a valid license
|
|
|
|
|
for the appropriate Licensed Software product).
|
2022-05-14 17:39:13 +08:00
|
|
|
|
|
|
|
|
Licensee may install copies of the Licensed Software on five (5) computers per
|
|
|
|
|
Designated User, provided that only the Designated Users who have a valid
|
|
|
|
|
Development License may use the Licensed Software.
|
|
|
|
|
|
|
|
|
|
Licensee may at any time designate another Designated User to replace a
|
2023-05-05 09:20:25 +08:00
|
|
|
then-current Designated User by notifying The Qt Company in writing, where such
|
|
|
|
|
replacement is due to termination of employment, change of job duties, long
|
|
|
|
|
time absence or other such permanent reason affecting Designated User's need
|
|
|
|
|
for Licensed Software.
|
|
|
|
|
|
|
|
|
|
Upon expiry of the initially agreed Development License Term, the respective
|
|
|
|
|
Development License Term 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 (it being specifically
|
|
|
|
|
acknowledged and understood that verbal notification is explicitly deemed
|
|
|
|
|
inadequate in all circumstances), that it does not wish to continue the
|
|
|
|
|
Development License Term, such notification to be provided to the other Party
|
|
|
|
|
no less than thirty (30) days before expiry of the respective Development
|
|
|
|
|
License Term. The Qt Company shall, in good time before the due date for the
|
|
|
|
|
above notification, remind the Licensee on the coming Renewal Term. Unless
|
|
|
|
|
otherwise agreed between the Parties, Renewal Term shall be 12 months.
|
2022-05-14 17:39:13 +08:00
|
|
|
|
|
|
|
|
Any such Renewal Term shall be subject to License Fees agreed between the
|
2023-05-05 09:20:25 +08:00
|
|
|
Parties or, if no advance agreement exists, subject to The Qt Company's
|
|
|
|
|
standard list pricing applicable at the commencement date of any such
|
|
|
|
|
Renewal Term.
|
2022-05-14 17:39:13 +08:00
|
|
|
|
|
|
|
|
The Qt Company may either request the Licensee to place a purchase order
|
2023-05-05 09:20:25 +08:00
|
|
|
corresponding to a quote by The Qt Company, or use Licensee's stored Credit
|
|
|
|
|
Card information in the Qt Account to automatically charge the Licensee for the
|
2022-05-14 17:39:13 +08:00
|
|
|
relevant Renewal Term.
|
|
|
|
|
|
|
|
|
|
3.2. Distribution of Applications
|
2023-05-05 09:20:25 +08:00
|
|
|
|
|
|
|
|
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 Agreement 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 perpetual and irrevocable sublicenses to Redistributables, as
|
|
|
|
|
distributed hereunder, for Customers solely to the extent necessary in
|
|
|
|
|
order for the Customers to use the Applications for their respective
|
|
|
|
|
intended purposes.
|
2022-05-14 17:39:13 +08:00
|
|
|
|
|
|
|
|
Right to distribute the Redistributables as part of an Application as provided
|
2023-05-05 09:20:25 +08:00
|
|
|
herein is not royalty-bearing but is conditional upon the Application having
|
|
|
|
|
been created, updated and maintained under a valid and duly paid Development
|
|
|
|
|
Licenses.
|
2022-05-14 17:39:13 +08:00
|
|
|
|
|
|
|
|
3.3. Distribution of Devices
|
2023-05-05 09:20:25 +08:00
|
|
|
|
2022-05-14 17:39:13 +08:00
|
|
|
Subject to the terms of this Agreement, The Qt Company grants to Licensee a
|
|
|
|
|
worldwide, non-exclusive, non-transferable, revocable (for cause pursuant to
|
2023-05-05 09:20:25 +08:00
|
|
|
this Agreement), right and license, valid for the Agreement 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 perpetual and irrevocable sublicenses to Redistributables, as
|
|
|
|
|
distributed hereunder, for Customers solely to the extent necessary in
|
|
|
|
|
order for the Customers to use the Devices for their respective
|
|
|
|
|
intended purposes.
|
|
|
|
|
|
|
|
|
|
Right to distribute the Devices as provided herein is conditional upon
|
|
|
|
|
(i) the Devices having been created, updated and maintained under a valid
|
|
|
|
|
and duly paid Development Licenses, and
|
|
|
|
|
(ii) the Licensee having acquired corresponding Distribution Licenses at
|
|
|
|
|
the time of distribution of any Devices to Customers.
|
2022-05-14 17:39:13 +08:00
|
|
|
|
|
|
|
|
3.4. Further Requirements
|
2023-05-05 09:20:25 +08:00
|
|
|
|
2022-05-14 17:39:13 +08:00
|
|
|
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:
|
2023-05-05 09:20:25 +08:00
|
|
|
(i) Licensee acknowledges that The Qt Company has separate products of
|
|
|
|
|
Licensed Software for the purpose of Applications and Devices
|
|
|
|
|
respectively, where development and distribution of Devices is only
|
|
|
|
|
allowed using the correct designated product. Licensee shall make sure
|
|
|
|
|
and bear the burden of proof that Licensee is using a correct product
|
|
|
|
|
of Licensed Software entitling Licensee to development and distribution
|
|
|
|
|
of Devices;
|
|
|
|
|
(ii) Licensee shall not remove or alter any copyright, trademark or other
|
|
|
|
|
proprietary rights notice(s) contained in any portion of the Licensed
|
|
|
|
|
Software;
|
|
|
|
|
(iii) Applications must add primary and substantial functionality to the
|
|
|
|
|
Licensed Software so as not to compete with the Licensed Software;
|
|
|
|
|
(iv) 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);
|
|
|
|
|
(v) 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;
|
|
|
|
|
(vi) 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)
|
|
|
|
|
or Device(s) was developed using the Licensed Software;
|
|
|
|
|
(vii) 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 and Affiliates 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;
|
|
|
|
|
(viii) Licensee shall not grant the Customers a right to (a) make copies of
|
|
|
|
|
the Redistributables except when and to the extent required to use the
|
|
|
|
|
Applications and/or Devices for their intended purpose, (b) modify the
|
|
|
|
|
Redistributables or create derivative works thereof, (c) decompile,
|
|
|
|
|
disassemble or otherwise reverse engineer Redistributables, or (d)
|
|
|
|
|
redistribute any copy or portion of the Redistributables to any third
|
|
|
|
|
party, except as part of the onward sale of the Application or Device
|
|
|
|
|
on which the Redistributables are installed;
|
|
|
|
|
(ix) 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 Agreement Term of a hardware device or product
|
|
|
|
|
a) which incorporate or integrate any part of Licensed Software or Open
|
|
|
|
|
Source Qt; or b) where 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 (ix),
|
|
|
|
|
Licensee is entitled to use and combine Licensed Software with any
|
|
|
|
|
Permitted Software;
|
|
|
|
|
(x) Licensee shall cause all of its Affiliates, Contractors and Customers
|
|
|
|
|
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);
|
|
|
|
|
(xi) 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
|
|
|
|
|
(xii) Licensee shall not attempt or enlist a third party to conduct or
|
|
|
|
|
attempt to conduct any of the above.
|
2022-05-14 17:39:13 +08:00
|
|
|
|
|
|
|
|
Above terms shall not be applicable if and to the extent they conflict with any
|
|
|
|
|
mandatory provisions of any applicable laws.
|
2023-05-05 09:20:25 +08:00
|
|
|
|
2022-05-14 17:39:13 +08:00
|
|
|
Any use of Licensed Software beyond the provisions of this Agreement is
|
|
|
|
|
strictly prohibited and requires an additional license from The Qt Company.
|
|
|
|
|
|
2023-05-05 09:20:25 +08:00
|
|
|
3.5 QA Tools License
|
|
|
|
|
|
|
|
|
|
Subject to the terms of this Agreement, The Qt Company grants to Licensee a
|
|
|
|
|
worldwide, non-exclusive, non-transferable license, valid for the Development
|
|
|
|
|
License Term, to use the QA Tools for Licensee's internal business purposes in
|
|
|
|
|
the manner provided below and in Appendix 1 hereto.
|
|
|
|
|
|
|
|
|
|
Licensee may modify the QA Tools except for altering or removing any details of
|
|
|
|
|
ownership, copyright, trademark or other property right connected with the QA
|
|
|
|
|
Tools.
|
|
|
|
|
|
|
|
|
|
Licensee shall not distribute the QA Tools or any part thereof, modified or
|
|
|
|
|
unmodified, separately or as part of any software package, Application or
|
|
|
|
|
Device.
|
|
|
|
|
|
|
|
|
|
Upon expiry of the initially agreed Development License Term, the respective
|
|
|
|
|
Development License Term 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 (it being specifically
|
|
|
|
|
acknowledged and understood that verbal notification is explicitly deemed
|
|
|
|
|
inadequate in all circumstances), that it does not wish to continue the
|
|
|
|
|
Development License Term, such notification to be provided to the other Party
|
|
|
|
|
no less than thirty (30) days before expiry of the respective Development
|
|
|
|
|
License Term. The Qt Company shall, in good time before the due date for the
|
|
|
|
|
above notification, remind the Licensee on the coming Renewal Term. Unless
|
|
|
|
|
otherwise agreed between the Parties, Renewal Term shall be 12 months.
|
|
|
|
|
|
|
|
|
|
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 list pricing applicable at the commencement date of any such
|
|
|
|
|
Renewal Term.
|
|
|
|
|
|
|
|
|
|
3.6 Evaluation License
|
|
|
|
|
|
|
|
|
|
Subject to the terms of this Agreement, The Qt Company grants to Licensee a
|
|
|
|
|
worldwide, non-exclusive, non-transferable license, valid for the Evaluation
|
|
|
|
|
License Term to use the Licensed Software solely for the Licensee's internal
|
|
|
|
|
use to evaluate and determine whether the Licensed Software meets Licensee's
|
|
|
|
|
business requirements, specifically excluding any commercial use of the
|
|
|
|
|
Licensed Software or any derived work thereof.
|
|
|
|
|
|
|
|
|
|
Upon the expiry of the Evaluation License Term, Licensee must either
|
|
|
|
|
discontinue use of the relevant Licensed Software or acquire a commercial
|
|
|
|
|
Development License or QA Tools License specified herein.
|
|
|
|
|
|
2022-05-14 17:39:13 +08:00
|
|
|
4. THIRD-PARTY SOFTWARE
|
|
|
|
|
|
2023-05-05 09:20:25 +08:00
|
|
|
The Licensed Software may provide links or access to third party libraries or
|
|
|
|
|
code (collectively "Third-Party Software") to implement various functions.
|
|
|
|
|
Third-Party Software does not, however, comprise part of the Licensed Software,
|
|
|
|
|
but is provided to Licensee complimentary and use thereof is discretionary for
|
|
|
|
|
the Licensee. Third-Party Software will be listed in the ".../src/3rdparty"
|
2022-05-14 17:39:13 +08:00
|
|
|
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
|
2023-05-05 09:20:25 +08:00
|
|
|
code marked or otherwise stated with appropriate designation such as
|
|
|
|
|
"Technology Preview", "Alpha", "Beta", "Sample", "Example" 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.
|
2022-05-14 17:39:13 +08:00
|
|
|
|
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|
|
|
6. LIMITED WARRANTY AND WARRANTY DISCLAIMER
|
|
|
|
|
|
2023-05-05 09:20:25 +08:00
|
|
|
The Qt Company hereby represents and warrants that (i) it has the power and
|
2022-05-14 17:39:13 +08:00
|
|
|
authority to grant the rights and licenses granted to Licensee under this
|
2023-05-05 09:20:25 +08:00
|
|
|
Agreement, and (ii) Licensed Software will operate materially in accordance
|
|
|
|
|
with its specifications.
|
|
|
|
|
|
|
|
|
|
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.
|
2022-05-14 17:39:13 +08:00
|
|
|
|
|
|
|
|
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
|
2023-05-05 09:20:25 +08:00
|
|
|
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.
|
2022-05-14 17:39:13 +08:00
|
|
|
|
2023-05-05 09:20:25 +08:00
|
|
|
7. LIMITATION OF LIABILITY
|
2022-05-14 17:39:13 +08:00
|
|
|
|
2023-05-05 09:20:25 +08:00
|
|
|
EXCEPT FOR (I) CASES OF GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, AND (II)
|
2022-05-14 17:39:13 +08:00
|
|
|
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.
|
|
|
|
|
|
2023-05-05 09:20:25 +08:00
|
|
|
EXCEPT FOR (I) CASES OF GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, AND (II)
|
2022-05-14 17:39:13 +08:00
|
|
|
BREACH OF CONFIDENTIALITY, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO
|
2023-05-05 09:20:25 +08:00
|
|
|
EVENT SHALL EITHER PARTY'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT
|
|
|
|
|
EXCEED THE AGGREGATE LICENSE FEES PAID OR PAYABLE TO THE QT COMPANY BY LICENSEE
|
|
|
|
|
DURING THE DEVELOPMENT LICENSE TERM DURING WHICH THE EVENT RESULTING IN SUCH
|
|
|
|
|
LIABILITY OCCURRED.
|
2022-05-14 17:39:13 +08:00
|
|
|
|
|
|
|
|
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
|
2023-05-05 09:20:25 +08:00
|
|
|
ALWAYS BE LIABLE TO PAY THE APPLICABLE LICENSE FEES CORRESPONDING TO ITS
|
|
|
|
|
ACTUAL USE OF LICENSED SOFTWARE.
|
2022-05-14 17:39:13 +08:00
|
|
|
|
|
|
|
|
8. SUPPORT, UPDATES AND ONLINE SERVICES
|
|
|
|
|
|
|
|
|
|
Upon due payment of the agreed License Fees the Licensee will be eligible to
|
2023-05-05 09:20:25 +08:00
|
|
|
receive Support and Updates and to use the Online Services during the agreed
|
|
|
|
|
Development License Term or other agreed fixed time period. Support is
|
|
|
|
|
provided according to agreed support level and subject to applicable
|
|
|
|
|
requirements and restrictions, as specified in the Support Terms.
|
2022-05-14 17:39:13 +08:00
|
|
|
|
2023-05-05 09:20:25 +08:00
|
|
|
Unless otherwise decided by The Qt Company at its free and absolute discretion,
|
2022-05-14 17:39:13 +08:00
|
|
|
Upgrades will not be included in the Support but may be available subject to
|
|
|
|
|
additional fees.
|
|
|
|
|
|
2023-05-05 09:20:25 +08:00
|
|
|
From time to time The Qt Company may change the Support Terms, provided that
|
|
|
|
|
during the respective ongoing Support period the level of Support may not be
|
|
|
|
|
reduced without the consent of the Licensee.
|
2022-05-14 17:39:13 +08:00
|
|
|
|
|
|
|
|
Unless otherwise agreed, The Qt Company shall not be responsible for providing
|
|
|
|
|
any service or support to Customers.
|
|
|
|
|
|
|
|
|
|
9. CONFIDENTIALITY
|
|
|
|
|
|
2023-05-05 09:20:25 +08:00
|
|
|
Each Party acknowledges that during the Agreement Term 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.
|
2022-05-14 17:39:13 +08:00
|
|
|
|
|
|
|
|
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
|
2023-05-05 09:20:25 +08:00
|
|
|
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
|
2022-05-14 17:39:13 +08:00
|
|
|
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
|
2023-05-05 09:20:25 +08:00
|
|
|
secrets, for so long as such trade secrets are protected under applicable trade
|
|
|
|
|
secret laws.
|
2022-05-14 17:39:13 +08:00
|
|
|
|
|
|
|
|
10. FEES, DELIVERY AND PAYMENT
|
|
|
|
|
|
|
|
|
|
10.1. License Fees
|
2023-05-05 09:20:25 +08:00
|
|
|
|
2022-05-14 17:39:13 +08:00
|
|
|
License Fees are described in The Qt Company's standard price list, quote or
|
2023-05-05 09:20:25 +08:00
|
|
|
Purchase Order confirmation or in an Appendix 2 hereto, as the case may be.
|
2022-05-14 17:39:13 +08:00
|
|
|
|
2023-05-05 09:20:25 +08:00
|
|
|
Unless otherwise expressly provided in this Agreement, the License Fees shall
|
|
|
|
|
not be refunded or claimed as a credit in any event or for any reason
|
|
|
|
|
whatsoever.
|
2022-05-14 17:39:13 +08:00
|
|
|
|
|
|
|
|
10.2. Ordering Licenses
|
2023-05-05 09:20:25 +08:00
|
|
|
|
|
|
|
|
Licensee may purchase Development Licenses, Distribution Licenses and QA Tools
|
|
|
|
|
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 expressly otherwise agreed, any price or other term quoted to the
|
|
|
|
|
Licensee or specified herein shall only be valid for the thirty (30) days from
|
|
|
|
|
the effective date of this Agreement, Appendix 2 or the date of the quote, as
|
|
|
|
|
applicable.
|
2022-05-14 17:39:13 +08:00
|
|
|
|
|
|
|
|
Licensee shall submit all purchase orders for Development Licenses and
|
2023-05-05 09:20:25 +08:00
|
|
|
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.
|
|
|
|
|
|
|
|
|
|
Licensee acknowledges and agrees that all Purchase Orders for Licensed Software
|
|
|
|
|
the Licensee makes during the Agreement Term shall be governed exclusively
|
|
|
|
|
under the terms of this Agreement.
|
2022-05-14 17:39:13 +08:00
|
|
|
|
|
|
|
|
10.3. Distribution License Packs
|
2023-05-05 09:20:25 +08:00
|
|
|
|
2022-05-14 17:39:13 +08:00
|
|
|
Unless otherwise agreed, Distribution Licenses shall be purchased by way of
|
|
|
|
|
Distribution License Packs.
|
|
|
|
|
|
2023-05-05 09:20:25 +08:00
|
|
|
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.
|
2022-05-14 17:39:13 +08:00
|
|
|
|
|
|
|
|
Each time Licensee distributes a copy of Redistributables, then one
|
2023-05-05 09:20:25 +08:00
|
|
|
Distribution License is used, and Licensee's account of available Distribution
|
|
|
|
|
Licenses is decreased accordingly.
|
2022-05-14 17:39:13 +08:00
|
|
|
|
2023-05-05 09:20:25 +08:00
|
|
|
Licensee may distribute copies of the Redistributables so long as Licensee has
|
|
|
|
|
Distribution Licenses remaining on its account.
|
2022-05-14 17:39:13 +08:00
|
|
|
|
|
|
|
|
10.4. Payment Terms
|
2023-05-05 09:20:25 +08:00
|
|
|
|
2022-05-14 17:39:13 +08:00
|
|
|
License Fees and any other charges under this Agreement shall be paid by
|
2023-05-05 09:20:25 +08:00
|
|
|
Licensee no later than thirty (30) days from the date of the applicable invoice
|
|
|
|
|
from The Qt Company.
|
2022-05-14 17:39:13 +08:00
|
|
|
|
|
|
|
|
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
|
2023-05-05 09:20:25 +08:00
|
|
|
balances that remain past due and which have not been disputed by the Licensee
|
|
|
|
|
in good faith.
|
2022-05-14 17:39:13 +08:00
|
|
|
|
|
|
|
|
10.5. Taxes
|
2023-05-05 09:20:25 +08:00
|
|
|
|
2022-05-14 17:39:13 +08:00
|
|
|
All License Fees and other charges payable hereunder are gross amounts but
|
2023-05-05 09:20:25 +08:00
|
|
|
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.
|
2022-05-14 17:39:13 +08:00
|
|
|
|
|
|
|
|
11. RECORD-KEEPING AND REPORTING OBLIGATIONS; AUDIT RIGHTS
|
|
|
|
|
|
|
|
|
|
11.1. Licensee's Record-keeping
|
2023-05-05 09:20:25 +08:00
|
|
|
|
|
|
|
|
Licensee shall at all times during the Agreement Term and for a period of two
|
|
|
|
|
(2) 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, , and (iii) any
|
|
|
|
|
other information pertaining to Licensee's compliance with the terms of this
|
|
|
|
|
Agreement (like e.g. information on products and/or projects relating to use of
|
|
|
|
|
Distribution Licenses), as The Qt Company may reasonably require from time to
|
|
|
|
|
time.
|
2022-05-14 17:39:13 +08:00
|
|
|
|
|
|
|
|
11.2. The Qt Company's Audit Rights
|
2023-05-05 09:20:25 +08:00
|
|
|
|
|
|
|
|
The Qt Company or an independent auditor acting on behalf of The Qt Company's,
|
|
|
|
|
may, upon at least thirty (30) 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 possible in-person audit shall be conducted during
|
|
|
|
|
regular business hours at Licensee's facilities and shall not unreasonably
|
|
|
|
|
interfere with Licensee's business activities and shall be limited in scope to
|
|
|
|
|
verify Licensee's compliance with the terms of this Agreement. 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 shall pay to 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.
|
2022-05-14 17:39:13 +08:00
|
|
|
|
|
|
|
|
12. TERM AND TERMINATION
|
2023-05-05 09:20:25 +08:00
|
|
|
|
2022-05-14 17:39:13 +08:00
|
|
|
12.1. Agreement Term
|
|
|
|
|
|
2023-05-05 09:20:25 +08:00
|
|
|
This Agreement shall enter into force upon due acceptance by both Parties and
|
|
|
|
|
remain in force until terminated pursuant to the terms of this Section 12
|
|
|
|
|
("Agreement Term").
|
|
|
|
|
|
|
|
|
|
12.2. Termination for breach 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.
|
2022-05-14 17:39:13 +08:00
|
|
|
|
|
|
|
|
Instead of termination, The Qt Company shall have the right to suspend or
|
2023-05-05 09:20:25 +08:00
|
|
|
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 ten (10) business days
|
|
|
|
|
following The Qt Company's written notice thereof.
|
|
|
|
|
|
|
|
|
|
12.3. Termination for insolvency
|
|
|
|
|
|
|
|
|
|
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.
|
2022-05-14 17:39:13 +08:00
|
|
|
|
|
|
|
|
12.4. Parties' Rights and Duties upon Termination
|
2023-05-05 09:20:25 +08:00
|
|
|
|
|
|
|
|
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 under this Agreement. For
|
|
|
|
|
clarity, a Development License of a Designated User or a QA Tools License, and
|
|
|
|
|
all rights relating thereto, shall always terminate at the expiry of the
|
|
|
|
|
respective Development License Term, even if the Agreement continues to remain
|
|
|
|
|
in force.
|
|
|
|
|
|
|
|
|
|
Upon 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 by Licensee's duly authorized officer 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.
|
|
|
|
|
|
|
|
|
|
Except when this Agreement is terminated by The Qt Company due to Licensee's
|
|
|
|
|
material breach as set forth in Section 12.2, the Licensee may continue
|
|
|
|
|
distribution of Applications and Devices under the terms of this Agreement
|
|
|
|
|
despite the termination of this Agreement. In such event the terms hereof will
|
|
|
|
|
continue to be applicable and govern any such distribution of Applications and
|
|
|
|
|
Devices beyond the expiry or termination of this Agreement. In case of
|
|
|
|
|
termination by The Qt Company due to Licensee's material breach, Licensee must
|
|
|
|
|
cease any distribution of Applications and Devices at the date of termination
|
|
|
|
|
of this Agreement.
|
2022-05-14 17:39:13 +08:00
|
|
|
|
|
|
|
|
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
|
2023-05-05 09:20:25 +08:00
|
|
|
to The Qt Company prior to the effective date of termination, and Licensee pay
|
|
|
|
|
to The Qt Company all such fees within 30 days from the effective date of
|
|
|
|
|
termination of this Agreement.
|
|
|
|
|
|
|
|
|
|
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 of Rights under Special Circumstances
|
|
|
|
|
|
|
|
|
|
In the event of The Qt Company choosing not to renew the Development License(s)
|
|
|
|
|
or QA Tools Licenses, as set forth in Section 3.1 and 3.5 respectively, 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 and affected Development Licenses and QA Tools 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.
|
|
|
|
|
|
|
|
|
|
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) or QA Tools Licenses, assigned to party,
|
|
|
|
|
who has assumed The Qt Company's position as a legitimate licensor of Licensed
|
|
|
|
|
Software under this Agreement, then all valid Development Licenses and QA Tools
|
|
|
|
|
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.
|
|
|
|
|
|
|
|
|
|
For clarity, in case of an extension under this Section 12.5, any such
|
|
|
|
|
extension shall not apply to The Qt Company's Support obligations, but Support
|
|
|
|
|
shall be provided only up until the end of the respective fixed Development
|
|
|
|
|
License Term regardless of the extension of relevant Development License or QA
|
|
|
|
|
Tools License, unless otherwise agreed between the Parties.
|
2022-05-14 17:39:13 +08:00
|
|
|
|
|
|
|
|
13. GOVERNING LAW AND LEGAL VENUE
|
|
|
|
|
|
|
|
|
|
In the event this Agreement is in the name of The Qt Company Inc., a Delaware
|
|
|
|
|
Corporation, then:
|
2023-05-05 09:20:25 +08:00
|
|
|
(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.
|
2022-05-14 17:39:13 +08:00
|
|
|
|
|
|
|
|
In the event this Agreement is in the name of The Qt Company Ltd., a Finnish
|
|
|
|
|
Company, then:
|
2023-05-05 09:20:25 +08:00
|
|
|
(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 International 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.
|
2022-05-14 17:39:13 +08:00
|
|
|
|
|
|
|
|
14. GENERAL PROVISIONS
|
|
|
|
|
|
|
|
|
|
14.1. No Assignment
|
2023-05-05 09:20:25 +08:00
|
|
|
|
2022-05-14 17:39:13 +08:00
|
|
|
Except in the case of a merger or sale of substantially all of its corporate
|
2023-05-05 09:20:25 +08:00
|
|
|
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.
|
2022-05-14 17:39:13 +08:00
|
|
|
|
|
|
|
|
14.2. No Third-Party Representations
|
2023-05-05 09:20:25 +08:00
|
|
|
|
2022-05-14 17:39:13 +08:00
|
|
|
Licensee shall make no representations or warranties concerning the Licensed
|
|
|
|
|
Software on behalf of The Qt Company. Any representation or warranty Licensee
|
2023-05-05 09:20:25 +08:00
|
|
|
makes or purports to make on The Qt Company's behalf shall be void as to
|
|
|
|
|
The Qt Company.
|
2022-05-14 17:39:13 +08:00
|
|
|
|
|
|
|
|
14.3. Surviving Sections
|
2023-05-05 09:20:25 +08:00
|
|
|
|
2022-05-14 17:39:13 +08:00
|
|
|
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
|
2023-05-05 09:20:25 +08:00
|
|
|
|
|
|
|
|
This Agreement, the Appendices hereto, the License Certificate and any
|
|
|
|
|
applicable quote and 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.
|
2022-05-14 17:39:13 +08:00
|
|
|
|
|
|
|
|
In the event of any conflict or inconsistency between this Agreement and any
|
2023-05-05 09:20:25 +08:00
|
|
|
Purchase Order, the terms of this Agreement will prevail over the terms of the
|
|
|
|
|
Purchase Order with respect to such conflict or inconsistency.
|
2022-05-14 17:39:13 +08:00
|
|
|
|
2023-05-05 09:20:25 +08:00
|
|
|
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.
|
2022-05-14 17:39:13 +08:00
|
|
|
|
|
|
|
|
14.5. Modifications
|
2023-05-05 09:20:25 +08:00
|
|
|
|
2022-05-14 17:39:13 +08:00
|
|
|
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
|
2023-05-05 09:20:25 +08:00
|
|
|
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.
|
2022-05-14 17:39:13 +08:00
|
|
|
|
|
|
|
|
14.6. Force Majeure
|
2023-05-05 09:20:25 +08:00
|
|
|
|
|
|
|
|
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.
|
2022-05-14 17:39:13 +08:00
|
|
|
|
|
|
|
|
14.7. Notices
|
2023-05-05 09:20:25 +08:00
|
|
|
|
|
|
|
|
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.
|
2022-05-14 17:39:13 +08:00
|
|
|
|
|
|
|
|
14.8. Export Control
|
2023-05-05 09:20:25 +08:00
|
|
|
|
2022-05-14 17:39:13 +08:00
|
|
|
Licensee acknowledges that the Redistributables, as incorporated in
|
2023-05-05 09:20:25 +08:00
|
|
|
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.
|
2022-05-14 17:39:13 +08:00
|
|
|
|
|
|
|
|
14.9. No Implied License
|
2023-05-05 09:20:25 +08:00
|
|
|
|
|
|
|
|
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
|
2022-05-14 17:39:13 +08:00
|
|
|
Agreement.
|
|
|
|
|
|
|
|
|
|
14.10. Attorney Fees
|
2023-05-05 09:20:25 +08:00
|
|
|
|
|
|
|
|
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, as to
|
|
|
|
|
be ordered by the relevant dispute resolution body.
|
2022-05-14 17:39:13 +08:00
|
|
|
|
|
|
|
|
14.11. Privacy
|
2023-05-05 09:20:25 +08:00
|
|
|
|
2022-05-14 17:39:13 +08:00
|
|
|
Licensee acknowledges and agrees that for the purpose of this Agreement,
|
2023-05-05 09:20:25 +08:00
|
|
|
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 will be primarily collected from the relevant
|
|
|
|
|
individuals but may be collected also from Licensee (e.g. in the course of
|
|
|
|
|
Licensee's reporting obligations). The Parties acknowledge that as
|
|
|
|
|
The Qt Company determines the purpose and means for such collection and
|
|
|
|
|
processing of the applicable personal data, 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 and security policies and practices, which will comply with all
|
|
|
|
|
applicable requirements of the Data Protection Legislation.
|
2022-05-14 17:39:13 +08:00
|
|
|
|
|
|
|
|
14.12. Severability
|
|
|
|
|
|
2023-05-05 09:20:25 +08:00
|
|
|
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.
|
2022-05-14 17:39:13 +08:00
|
|
|
|
2023-05-05 09:20:25 +08:00
|
|
|
14.13. Marketing Rights
|
2022-05-14 17:39:13 +08:00
|
|
|
|
2023-05-05 09:20:25 +08:00
|
|
|
Parties have agreed upon Marketing Rights pursuant to Appendix 7, if any.
|
2022-05-14 17:39:13 +08:00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2023-05-05 09:20:25 +08:00
|
|
|
APPENDICES
|
|
|
|
|
The Agreement includes following Appendices 1-10, as applicable.
|
|
|
|
|
- Appendix 1: Licensed Software details
|
|
|
|
|
- Appendix 2: Pricing
|
|
|
|
|
- Appendix 3: Add-on Software details (optional)
|
|
|
|
|
- Appendix 4: Small business and startup Licenses (optional)
|
|
|
|
|
- Appendix 5: Non-commercial and educational Licenses (optional)
|
|
|
|
|
- Appendix 6: License Reporting (optional)
|
|
|
|
|
- Appendix 7: Marketing Rights (optional)
|
|
|
|
|
- Appendix 8: Intentionally left blank (optional)
|
|
|
|
|
- Appendix 9: Support Terms
|
|
|
|
|
- Appendix 10: Conversion from legacy Licenses to Subscription (optional)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
APPENDIX 1: LICENSED SOFTWARE
|
|
|
|
|
|
|
|
|
|
The modules and/or tools that are included in the latest publicly available
|
|
|
|
|
version of the respective product at the effective date of this Agreement- Qt
|
|
|
|
|
for Application Development Professional (ADP), Qt for Application Development
|
|
|
|
|
Enterprise (ADE), Qt for Device Creation Professional (DCP), Qt for Device
|
|
|
|
|
Creation Enterprise (DCE), - are marked with "X" in the below table. The
|
|
|
|
|
modules and tools are specific to each product version respectively and may
|
|
|
|
|
vary from version to version. Modules and tools included in the latest publicly
|
|
|
|
|
available version of the respective product at any given time are listed in
|
|
|
|
|
Appendix 1 of the latest version of this Agreement available at
|
|
|
|
|
www.qt.io/terms-conditions/. If a new version of Licensed Software does not
|
|
|
|
|
include a module or tool present in an older version which Licensee is entitled
|
|
|
|
|
to use under a valid license from The Qt Company, then Licensee will continue
|
|
|
|
|
to have such right during the Term of this Agreement. In the event a new
|
|
|
|
|
version of the Licensed Software adds modules or tools to any previous
|
|
|
|
|
version(s), Licensee's rights will extend to cover also such additional modules
|
|
|
|
|
and tools.
|
|
|
|
|
|
|
|
|
|
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 | ADP | ADE | DCP | DCE |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| Active Qt | X,R | X,R | X,R | X,R |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| Qt 3D | X,R | X,R | X,R | X,R |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| Qt 5 Core Compatibility APIs | X,R | X,R | X,R | X,R |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| Qt Android Extras | X,R | X,R | X,R | X,R |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| Qt Bluetooth | X,R | X,R | X,R | X,R |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| Qt Canvas 3D | X,R | X,R | X,R | X,R |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| Qt Charts | X,R | X,R | X,R | X,R |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| Qt Concurrent | X,R | X,R | X,R | X,R |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| Qt Core | X,R | X,R | X,R | X,R |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| Qt Data Visualization | X,R | X,R | X,R | X,R |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| Qt D-Bus | X,R | X,R | X,R | X,R |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| Qt for Python | X,R | X,R | X,R | X,R |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| Qt for WebAssembly | X,R | X,R | X,R | X,R |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| Qt Gamepad | X,R | X,R | X,R | X,R |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| Qt Graphical Effects | X,R | X,R | X,R | X,R |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| Qt GUI | X,R | X,R | X,R | X,R |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| Qt Help | X,R | X,R | X,R | X,R |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| Qt Image Formats | X,R | X,R | X,R | X,R |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| Qt Location | X,R | X,R | X,R | X,R |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| Qt Lottie Animation | X,R | X,R | X,R | X,R |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| Qt Mac Extras | X,R | X,R | X,R | X,R |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| Qt Multimedia | X,R | X,R | X,R | X,R |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| Qt Multimedia Widgets | X,R | X,R | X,R | X,R |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| Qt Network | X,R | X,R | X,R | X,R |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| Qt Network Authorization | X,R | X,R | X,R | X,R |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| Qt NFC | X,R | X,R | X,R | X,R |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| Qt OpenGL | X,R | X,R | X,R | X,R |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| Qt PDF | X,R | X,R | X,R | X,R |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| Qt Platform Headers | X,R | X,R | X,R | X,R |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| Qt Positioning | X,R | X,R | X,R | X,R |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| Qt Print Support | X,R | X,R | X,R | X,R |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| Qt Purchasing | X,R | X,R | X,R | X,R |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| Qt QML | X,R | X,R | X,R | X,R |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| Qt Quick | X,R | X,R | X,R | X,R |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| Qt Quick 3D | X,R | X,R | X,R | X,R |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| Qt Quick Controls 1 | X,R | X,R | X,R | X,R |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| Qt Quick Controls | X,R | X,R | X,R | X,R |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| Qt Quick Dialogs | X,R | X,R | X,R | X,R |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| Qt Quick Extras | X,R | X,R | X,R | X,R |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| Qt Quick Layouts | X,R | X,R | X,R | X,R |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| Qt Quick Test | X,R | X,R | X,R | X,R |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| Qt Quick Timeline | X,R | X,R | X,R | X,R |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| Qt Quick WebGL | X,R | X,R | X,R | X,R |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| Qt Quick Widgets | X,R | X,R | X,R | X,R |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| Qt Remote Objects | X,R | X,R | X,R | X,R |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| Qt Script | X,R | X,R | X,R | X,R |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| Qt Script Tools | X,R | X,R | X,R | X,R |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| Qt SCXML | X,R | X,R | X,R | X,R |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| Qt Sensors | X,R | X,R | X,R | X,R |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| Qt Serial Bus | X,R | X,R | X,R | X,R |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| Qt Serial Port | X,R | X,R | X,R | X,R |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| Qt Shader Tools | X,R | X,R | X,R | X,R |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| Qt Speech | X,R | X,R | X,R | X,R |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| Qt State Machine | X,R | X,R | X,R | X,R |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| Qt SQL | X,R | X,R | X,R | X,R |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| Qt SVG | X,R | X,R | X,R | X,R |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| Qt Test | X,R | X,R | X,R | X,R |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| Qt UI Tools | X,R | X,R | X,R | X,R |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| Qt Virtual Keyboard | X,R | X,R | X,R | X,R |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| Qt Wayland Compositor | X,R | X,R | X,R | X,R |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| Qt WebChannel | X,R | X,R | X,R | X,R |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| Qt WebEngine | X,R | X,R | X,R | X,R |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| Qt WebSockets | X,R | X,R | X,R | X,R |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| Qt WebView | X,R | X,R | X,R | X,R |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| Qt Widgets | X,R | X,R | X,R | X,R |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| Qt Windows Extras | X,R | X,R | X,R | X,R |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| Qt X11 Extras | X,R | X,R | X,R | X,R |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| Qt XML | X,R | X,R | X,R | X,R |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| Qt XML Patterns | X,R | X,R | X,R | X,R |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| Qt Designer (Qt Widget Designer) | X,R | X,R | X,R | X,R |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| Qt Linguist | X,R | X,R | X,R | X,R |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| Qt Assistant | X,R | X,R | X,R | X,R |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| lupdate | X,R | X,R | X,R | X,R |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| lrelease | X,R | X,R | X,R | X,R |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| lconvert | X,R | X,R | X,R | X,R |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| Qt MQTT | | X,R | X,R | X,R |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| Qt KNX | | X,R | X,R | X,R |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| Qt OPC UA | | X,R | X,R | X,R |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| Qt CoAP | | X,R | X,R | X,R |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| Boot 2 Qt stacks | | | X,R | X,R |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| Qt OTA | | | X,R | X,R |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| Device Utilities | | | X,R | X,R |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| Qt Debugging Bridge (QBD) Daemon | | | X,R | X,R |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| Qt Quick Ultralite Controls | | | X,R | X,R |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| Qt Quick Ultralite | | | X,R | X,R |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| Qt Safe Renderer (QSR) | | | | X,R |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| Qt Application Manager | | | | X,R |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| Qt Interface Framework | | | | X,R |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| Neptune Reference UI | | | | X,R |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| Qt for Android Automotive (QAA) | | | | X,R |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| Qt Creator | X | X | X | X |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| Qt Design Studio Professional | X | X | X | X |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| androiddeployqt | X | X | X | X |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| androidtestrunner | X | X | X | X |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| canbusutil | X | X | X | X |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| dumpcpp | X | X | X | X |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| dumpdoc | X | X | X | X |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| fixqt4headers.pl | X | X | X | X |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| idc | X | X | X | X |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| moc | X | X | X | X |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| pixeltool | X | X | X | X |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| qdbus | X | X | X | X |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| qdbuscpp2xml | X | X | X | X |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| qdbusviwer | X | X | X | X |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| qdbusxml2cpp | X | X | X | X |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| qdistancefieldgenerator | X | X | X | X |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| qdoc | X | X | X | X |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| qhelpgenerator | X | X | X | X |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| qlalr | X | X | X | X |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| qmake | X | X | X | X |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| qml | X | X | X | X |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| qmlcachegen | X | X | X | X |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| qmldom | X | X | X | X |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| qmleasing | X | X | X | X |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| qmlformat | X | X | X | X |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| qmllint | X | X | X | X |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| qmlpreview | X | X | X | X |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| qmlprofiler | X | X | X | X |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| qmlscene | X | X | X | X |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| qmltestrunner | X | X | X | X |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| qmltime | X | X | X | X |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| qmlviewer | X | X | X | X |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| qtdiag | X | X | X | X |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| qtpaths | X | X | X | X |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| qtplugininfo | X | X | X | X |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| qvkgen | X | X | X | X |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| rcc | X | X | X | X |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| tracegen | X | X | X | X |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| uic | X | X | X | X |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| windeployqt | X | X | X | X |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| Target toolchains | | | X | X |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| Qt Debugging Bridge Host Tools | | | X | X |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| qtconfig-gui | | | X | X |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| Qt Emulator | | | X | X |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| Qt Creator VxWorks plugin | | | X | X |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| Qt Creator plugin for Qt | | | | X |
|
|
|
|
|
| Application Manager | | | | |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| qmlinterfacegenerator | | | | X |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| qmltocpp | | | | X |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| qulfontcompiler | | | | X |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
| Qt Deployment Server | | | | X |
|
|
|
|
|
+----------------------------------------------------------+
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rights for Application and Device use cases
|
|
|
|
|
|
|
|
|
|
Following table summarizes the rights afforded by different products of the
|
|
|
|
|
Licensed Software to create and distribute Applications and Devices as defined
|
|
|
|
|
in this Agreement (X marks for rights):
|
|
|
|
|
|
|
|
|
|
+---------------------------------------------------------------+
|
|
|
|
|
| | Applications | Devices |
|
|
|
|
|
+---------------------------------------------------------------+
|
|
|
|
|
| ADP | X | |
|
|
|
|
|
+---------------------------------------------------------------+
|
|
|
|
|
| ADE | X | |
|
|
|
|
|
+---------------------------------------------------------------+
|
|
|
|
|
| DCP | X | X |
|
|
|
|
|
+---------------------------------------------------------------+
|
|
|
|
|
| DCE | X | X |
|
|
|
|
|
+---------------------------------------------------------------+
|
|
|
|
|
|
|
|
|
|
Licensed Software: Designer tools and modules
|
|
|
|
|
|
|
|
|
|
The modules and/or tools that are included in the respective product - Qt for
|
|
|
|
|
Design Studio Professional (DSP), Qt for Design Studio Enterprise (DSE) - are
|
|
|
|
|
marked with "X" in the below table.
|
|
|
|
|
|
|
|
|
|
Designer tools provides no Redistributables.
|
|
|
|
|
|
|
|
|
|
+---------------------------------------------+
|
|
|
|
|
| | DSP | DSE |
|
|
|
|
|
+---------------------------------------------+
|
|
|
|
|
| Qt Design Studio | X | X |
|
|
|
|
|
+---------------------------------------------+
|
|
|
|
|
| Qt Design Bridges | | X |
|
|
|
|
|
+---------------------------------------------+
|
|
|
|
|
| QML Live on host | X | X |
|
|
|
|
|
+---------------------------------------------+
|
|
|
|
|
| QML Live on target | | X |
|
|
|
|
|
+---------------------------------------------+
|
|
|
|
|
| Variant Management | | X |
|
|
|
|
|
+---------------------------------------------+
|
|
|
|
|
| Shader creation tools | | X |
|
|
|
|
|
+---------------------------------------------+
|
|
|
|
|
| Profiling tools | | X |
|
|
|
|
|
+---------------------------------------------+
|
|
|
|
|
| Simulink support | | X |
|
|
|
|
|
+---------------------------------------------+
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Both DSP and DSE can be used to create an user interface for use cases covered
|
|
|
|
|
by ADP, ADE, DCP and DCE.
|
|
|
|
|
|
|
|
|
|
Licensed Software: QA Tools
|
|
|
|
|
|
|
|
|
|
The modules and/or tools that are included in the respective QA Tools product
|
|
|
|
|
- Squish (both Tester and execution Licenses), Coco or Test Center - are marked
|
|
|
|
|
with "X" in the below table. Optional features that will need additional
|
|
|
|
|
licenses are marked with "O". QA Tools include no Redistributables.
|
|
|
|
|
|
|
|
|
|
+---------------------------------------------------------------------+
|
|
|
|
|
| | Squish | Coco | Test Center |
|
|
|
|
|
+---------------------------------------------------------------------+
|
|
|
|
|
| Squish IDE | X | | |
|
|
|
|
|
+---------------------------------------------------------------------+
|
|
|
|
|
| QA Tool-specific command line tools | X | X | X |
|
|
|
|
|
+---------------------------------------------------------------------+
|
|
|
|
|
| Coverage Browser | | X | |
|
|
|
|
|
+---------------------------------------------------------------------+
|
|
|
|
|
| HTML interface | | | X |
|
|
|
|
|
+---------------------------------------------------------------------+
|
|
|
|
|
| Qt Support Module | X | | |
|
|
|
|
|
+---------------------------------------------------------------------+
|
|
|
|
|
| Java support module | X | | |
|
|
|
|
|
+---------------------------------------------------------------------+
|
|
|
|
|
| Windows support module | X | | |
|
|
|
|
|
+---------------------------------------------------------------------+
|
|
|
|
|
| iOS support module | X | | |
|
|
|
|
|
+---------------------------------------------------------------------+
|
|
|
|
|
| Android support module | X | | |
|
|
|
|
|
+---------------------------------------------------------------------+
|
|
|
|
|
| Web support module | X | | |
|
|
|
|
|
+---------------------------------------------------------------------+
|
|
|
|
|
| macOS support module | X | | |
|
|
|
|
|
+---------------------------------------------------------------------+
|
|
|
|
|
| VNC support module | X | | |
|
|
|
|
|
+---------------------------------------------------------------------+
|
|
|
|
|
| MCU support module | X | | |
|
|
|
|
|
+---------------------------------------------------------------------+
|
|
|
|
|
| C and C++ language module | | X | |
|
|
|
|
|
+---------------------------------------------------------------------+
|
|
|
|
|
| C# language module | | X | |
|
|
|
|
|
+---------------------------------------------------------------------+
|
|
|
|
|
| QML language module | | X | |
|
|
|
|
|
+---------------------------------------------------------------------+
|
|
|
|
|
| Tester Cross-Compilation Add-On | O | O | |
|
|
|
|
|
+---------------------------------------------------------------------+
|
|
|
|
|
|
|
|
|
|
License capabilities for Squish
|
|
|
|
|
|
|
|
|
|
License capabilities that are included in the Squish Tester and Execution
|
|
|
|
|
Licenses are marked with "X" in the below table.
|
|
|
|
|
|
|
|
|
|
+-----------------------------------------------------------------------------+
|
|
|
|
|
| | Squish Tester License | Squish Execution License |
|
|
|
|
|
+-----------------------------------------------------------------------------+
|
|
|
|
|
| Ability to create, edit, | X | |
|
|
|
|
|
| and debug test cas | | |
|
|
|
|
|
+-----------------------------------------------------------------------------+
|
|
|
|
|
| Ability to execute test | X | X |
|
|
|
|
|
| cases | | |
|
|
|
|
|
+-----------------------------------------------------------------------------+
|
|
|
|
|
|
|
|
|
|
Install and use capabilities for QA Tools
|
|
|
|
|
|
|
|
|
|
Install and use capabilities that are included in the respective QA Tools
|
|
|
|
|
products are defined in the below table.
|
|
|
|
|
|
|
|
|
|
+-----------------------------------------------------------------------------+
|
|
|
|
|
| | Squish | Squish | Coco | Test |
|
|
|
|
|
| | Tester | Execution | License | Center |
|
|
|
|
|
| | License | License | | License |
|
|
|
|
|
+-----------------------------------------------------------------------------+
|
|
|
|
|
| Number of installation | Unlimited | Unlimited | Unlimited | One(1) |
|
|
|
|
|
| instances per license | | | | |
|
|
|
|
|
+-----------------------------------------------------------------------------+
|
|
|
|
|
| Number of concurrent | Limited by| Limited by | Limited by | Limited by |
|
|
|
|
|
| users | number of | number of | number of | number of |
|
|
|
|
|
| | Squish | Squish | Coco | Test Center |
|
|
|
|
|
| | Tester | Execution | Tester | Licenses |
|
|
|
|
|
| | Licenses | Licenses | Licenses | |
|
|
|
|
|
+-----------------------------------------------------------------------------+
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
APPENDIX 2: PRICING
|
|
|
|
|
|
|
|
|
|
Separate template
|
|
|
|
|
|
|
|
|
|
APPENDIX 3: ADD-ON PRODUCTS TO LICENSED SOFTWARE
|
|
|
|
|
|
|
|
|
|
Intentionally left blank.
|
2022-05-14 17:39:13 +08:00
|
|
|
|
|
|
|
|
APPENDIX 4: SMALL BUSINESS AND STARTUP
|
|
|
|
|
|
|
|
|
|
The provisions of this Appendix 4 are applicable for companies with an annual
|
2023-05-05 09:20:25 +08:00
|
|
|
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").
|
2022-05-14 17:39:13 +08:00
|
|
|
|
|
|
|
|
Start-up Companies are qualified for a discounted License Fee for maximum of
|
2023-05-05 09:20:25 +08:00
|
|
|
four (4) Development Licenses ("Start-up Development License") unless otherwise
|
|
|
|
|
agreed between the parties.
|
2022-05-14 17:39:13 +08:00
|
|
|
|
|
|
|
|
Start-up Development License entitles the respective Designated User for
|
2023-05-05 09:20:25 +08:00
|
|
|
Support only for Install Support as defined in Appendix 9, Support Terms.
|
|
|
|
|
|
|
|
|
|
Upon expiry of the respective Development 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
|
|
|
|
|
then standard list price Development Licenses (if the Licensee no longer
|
|
|
|
|
qualifies as a Start-up Company).
|
2022-05-14 17:39:13 +08:00
|
|
|
|
2023-05-05 09:20:25 +08:00
|
|
|
APPENDIX 5: NON-COMMERCIAL AND EDUCATIONAL USE
|
2022-05-14 17:39:13 +08:00
|
|
|
|
2023-05-05 09:20:25 +08:00
|
|
|
The provisions of this Appendix 5 are applicable for non-commercial use of the
|
|
|
|
|
Licensed Software by the Licensee.
|
2022-05-14 17:39:13 +08:00
|
|
|
|
|
|
|
|
For the purpose of this Appendix 5, the following additional definitions
|
2023-05-05 09:20:25 +08:00
|
|
|
(replacing the relevant definition of the Agreement, where applicable) shall be
|
|
|
|
|
applicable:
|
2022-05-14 17:39:13 +08:00
|
|
|
|
|
|
|
|
"Demo Units" shall mean (i) hardware development platform, which incorporates
|
2023-05-05 09:20:25 +08:00
|
|
|
the Licensed Software along with Licensee's software and/or hardware, and (ii)
|
|
|
|
|
prototype versions of Applications or Devices.
|
2022-05-14 17:39:13 +08:00
|
|
|
|
|
|
|
|
"Designated User(s)" shall mean the employees and students of the Licensee.
|
|
|
|
|
|
|
|
|
|
"Licensee Products" shall mean Applications and/or Devices.
|
|
|
|
|
|
2023-05-05 09:20:25 +08:00
|
|
|
"Permitted Purpose" shall mean (i) Licensee's internal evaluation and testing
|
|
|
|
|
of Licensed Software, (ii) building Demo Units as well as (iii) educational
|
|
|
|
|
use.
|
2022-05-14 17:39:13 +08:00
|
|
|
|
2023-05-05 09:20:25 +08:00
|
|
|
"Agreement Term" shall mean a period of twelve (12) months or any such other
|
|
|
|
|
period as may be agreed between the Parties.
|
2022-05-14 17:39:13 +08:00
|
|
|
|
2023-05-05 09:20:25 +08:00
|
|
|
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:
|
2022-05-14 17:39:13 +08:00
|
|
|
"The Qt Company grants to Licensee a personal, non-exclusive,
|
|
|
|
|
non-transferable, revocable, royalty-free license, valid for the
|
2023-05-05 09:20:25 +08:00
|
|
|
Agreement 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
|
2022-05-14 17:39:13 +08:00
|
|
|
at all times.
|
|
|
|
|
For clarity, this Agreement does not (i) entitle Licensee to use
|
|
|
|
|
Licensed Software to create Applications or Devices (other than
|
2023-05-05 09:20:25 +08:00
|
|
|
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, 3.5, 3.6, 8 and 10 shall be deleted.
|
|
|
|
|
IV. Section 3.4 shall be replaced in its entirety to read as follows:
|
2022-05-14 17:39:13 +08:00
|
|
|
"Licensee shall not:
|
2023-05-05 09:20:25 +08:00
|
|
|
- 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 Agreement 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.
|
|
|
|
|
|
|
|
|
|
APPENDIX 6: LICENSE REPORTING
|
|
|
|
|
|
|
|
|
|
Separate template
|
|
|
|
|
|
|
|
|
|
APPENDIX 7: MARKETING RIGHTS
|
|
|
|
|
|
|
|
|
|
This Appendix 7 has the purpose to grant visibility through The Qt Company
|
|
|
|
|
marketing channels of the usage of Qt and related product and service in
|
|
|
|
|
Licensee product. Following related marketing right are agreed between the Qt
|
|
|
|
|
Company and the Licensee.
|
|
|
|
|
|
|
|
|
|
1. LICENSEE NAME AND LICENSEE LOGO
|
|
|
|
|
|
|
|
|
|
The Qt Company has the right to use Licensee name and Licensee logo in public
|
|
|
|
|
channel, in respect of the value proposition that the Qt company provided to
|
|
|
|
|
the Licensee.
|
|
|
|
|
|
|
|
|
|
2. MARKETING CONTENT COOPERATION
|
|
|
|
|
|
|
|
|
|
2.1. LICENSEE CASES
|
|
|
|
|
|
|
|
|
|
The Licensee is open to collaborate on content creation for marketing and
|
|
|
|
|
communication purpose. The Licensee will nominate one responsible that will be
|
|
|
|
|
in charge to support The Qt company with this content creation, according to
|
|
|
|
|
content format paragraph, answering technical questions or sharing professional
|
|
|
|
|
picture or video of required content. The Qt Company will have the right to
|
|
|
|
|
advertise this in Content Format and Channel as mentioned in paragraph 3 and 4.
|
|
|
|
|
|
|
|
|
|
2.2. FINAL PRODUCT REFERRAL
|
|
|
|
|
|
|
|
|
|
Licensee agree that The Qt Company could connect their software product and
|
|
|
|
|
services with the Licensee device or application, that the Licensee has created
|
|
|
|
|
using The Qt Company technology and competence. Licensee will provide high
|
|
|
|
|
quality picture, and video of the created final product where the Qt technology
|
|
|
|
|
is running into. The Qt Company will have the right to advertise this in
|
|
|
|
|
Content Format and Channel as mentioned in paragraph 3 and 4.
|
|
|
|
|
|
|
|
|
|
3. CONTENT FORMAT
|
|
|
|
|
|
|
|
|
|
- Video
|
|
|
|
|
- Written Licensee case
|
|
|
|
|
- Press release
|
|
|
|
|
- Social media posts
|
|
|
|
|
- Emails
|
|
|
|
|
- Event booth Graphics
|
|
|
|
|
- Printed material
|
|
|
|
|
|
|
|
|
|
4. CHANNELS
|
|
|
|
|
|
|
|
|
|
- Social media
|
|
|
|
|
- The Qt Company resource center and website
|
|
|
|
|
- Email to the Qt company contact database
|
|
|
|
|
- Events
|
|
|
|
|
- Online webinars
|
|
|
|
|
- Public speech
|
|
|
|
|
- Public presentations
|
|
|
|
|
|
|
|
|
|
APPENDIX 8: INTENTIONALLY LEFT BLANK
|
|
|
|
|
|
|
|
|
|
APPENDIX 9: SUPPORT TERMS
|
|
|
|
|
|
|
|
|
|
These Qt support terms and conditions ("Support Terms") set forth the legal
|
|
|
|
|
framework, where under The Qt Company ("The Qt Company") provides support
|
|
|
|
|
services (as herein defined) to the Licensee.
|
|
|
|
|
|
|
|
|
|
1 DEFINITIONS
|
|
|
|
|
|
|
|
|
|
"Application Code" shall mean a computer software program written strictly
|
|
|
|
|
using the Qt programming language, by or for the Licensee, with a user
|
|
|
|
|
interface, enabling the Licensee or their users to accomplish a specific task
|
|
|
|
|
and display any results of the task on the display monitor or screen.
|
|
|
|
|
|
|
|
|
|
"Dedicated Contact" shall mean the employee of The Qt Company who will be the
|
|
|
|
|
first point of contact for all Designated Users' requests for Support.
|
|
|
|
|
|
|
|
|
|
"Errors" shall mean an error, flaw, mistake, failure, or fault in Licensed
|
|
|
|
|
Software that prevents it from behaving as described in the relevant
|
|
|
|
|
documentation or as agreed between the Parties.
|
|
|
|
|
|
|
|
|
|
"Extended Support" shall mean a continuation to the normal Support period,
|
|
|
|
|
which allows Designated Users to receive selected Support (Standard Support or
|
|
|
|
|
Premium Support) for a version of Licensed Software that is no longer generally
|
|
|
|
|
supported by The Qt Company.
|
|
|
|
|
|
|
|
|
|
"Install Support" shall mean Support that is limited to installation related
|
|
|
|
|
Error(s) on Development Platforms specified as supported host platforms for
|
|
|
|
|
each Qt release under doc.qt.io.
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"Maintenance Release" shall mean a release or version of Licensed Software
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containing bug fixes, error corrections and other changes targeted to
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maintaining and improving product stability and quality. Maintenance Releases
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are generally depicted as a change to the third digit of Licensed Software
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version number.
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"Platforms" shall mean both Development Platforms and Deployment Platforms.
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Supported host and target Platforms may vary from for each Qt release as
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defined under doc.qt.io.
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"Premium Support" shall mean an upgraded level of Support that The Qt Company
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provides pursuant to these Support Terms to Licensee if Licensee has purchased
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Premium Support instead of Standard Support. Premium Support shall always be
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purchased for all Designated User(s) in the respective development team of the
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Licensee.
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"Response Time" shall mean the period of time from when Licensee notifies
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TheQt Company about an Error or requests Support until The Qt Company provides
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Licensee with a response that addresses (but not necessarily resolves) the
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reported Error or provides the requested Support.
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"Standard Support" shall mean standard level of Support that The Qt Company
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provides pursuant to these Support Terms to Licensee.
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"Support" shall mean developer assistance that is provided by The Qt Company
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to assist eligible Designated Users in Licensed Software installation, usage
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and functionality problem resolution for Error(s) and Error workarounds
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pursuant to the terms of these Support Terms. Support for different products is
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available as specified in the below table ("X" marking the Support that is
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included in the license price, optional Add-on Support services are marked as
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"O"):
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+-----------------------------------------------------------------------+
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| |ADP|ADE|DCP|DCE|DSP|DSE|Squish|Coco|Test Center|
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+-----------------------------------------------------------------------+
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| Install Support | X | X | X | X | X | X | X | X | X |
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+-----------------------------------------------------------------------+
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| Standard Support | | X | X | X | X | X | X | X | X |
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+-----------------------------------------------------------------------+
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| Premium Support | | O | O | O | O | O | O | O | O |
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+-----------------------------------------------------------------------+
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| Extended Support | | O | O | O | O | O | | | |
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+-----------------------------------------------------------------------+
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| Tool Qualification Kit| | | | | | | O | O | |
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+-----------------------------------------------------------------------+
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"Support Validity Term" shall mean the Development License Term or any other
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fixed time period agreed between the Parties during which time the Customer is
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eligible to receive Support from The Qt Company.
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"Tool Qualification Kit" shall mean a customized set of documents and
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validation test cases.
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2 SUPPORT SERVICES
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2.1 Support Services Provided by The Qt Company
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Subject to these Support Terms and during the Support Validity Term, The Qt
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Company will via its web-based support user-interface, provide Designated
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User(s) with Support for the Platforms which Customer has licensed under the
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Agreement.
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The Qt Company will make commercially reasonable efforts to solve any Errors
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reported by Designated User(s). Resolution of an Error may be provided through
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Designated User(s) themselves downloading of a later released version of the
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applicable Licensed Software product(s) or providing the Designated User with a
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temporary workaround addressing such Error.
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2.2 Licensee's Obligations
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To report an Error, the Designated User shall register the Error on The Qt
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Company's web-based support user interface located at:
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https://account.qt.io/login or at another location designated by The Qt Company.
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The Designated User must provide adequate information and documentation to The
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Qt Company to enable it to recreate the Error or problem for which the
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Designated User has sought assistance.
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To ensure efficient handling of Errors, the Designated User must provide the
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following information, where relevant:
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- A clear, detailed description of the problem, question or suggestion;
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- Identification of which Licensed Software product and version is affected;
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- Identification of the operating environment (e.g. operating system, hardware
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Platform, build tools, etc.) on which the problem exists;
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- On Standard Support: A complete and compilable test case of not more than 500
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lines of code that demonstrates the problem;
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- On Premium Support: A complete and compilable test case that demonstrates the
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|
problem or access to Application Code source codes.
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Additional relevant content, such as screenshots, etc.
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Additional content should be included as attachments. The preferred image
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|
formats are JPEG and PNG. Compressed content should be included in zip or
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|
tar.gz archives. Executable content and documents in platform specific formats
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such as Microsoft Office' are not accepted.
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In order for The Qt Company to provide prompt handling of Errors, the
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Designated User shall promptly respond to any requests from The Qt Company for
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additional information.
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2.3 Support Limitations
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General limitations:
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|
Each version or release of the Licensed Software will be Supported under
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|
Standard Support or Premium Support only for limited time period as set forth
|
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|
|
in doc.qt.io. For example, regular releases of Qt Software are supported for
|
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|
|
one (1) year from the release date of the version x.y.0 and Long Term Support
|
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|
|
(LTS) Releases are supported for a period of three (3) years from the release
|
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|
|
date of the LTS version x.y.0.
|
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|
The Qt Company shall only provide Support for Designated User(s).
|
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|
Support is made available for the entire development teams only: It is not
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|
|
allowed to purchase Support only for some members of the development team, and
|
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|
|
all Designated Users of the respective development team must be eligible for
|
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|
|
the same level of Support.
|
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|
Support is not provided for snapshots, preview releases, beta releases or
|
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|
|
release candidates.
|
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|
|
The Qt Company shall have no obligation to provide Support for hardware or
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|
|
operating system specific problems or problems arising from improper use,
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|
|
accident, neglect or modification of Qt.
|
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|
|
Limitations with Install Support:
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|
|
Support limited to Error(s) regarding installation and setting up of the Qt
|
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|
|
development environment on host Platforms.
|
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|
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|
|
Limitations with Standard Support:
|
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|
The Qt Company shall not provide Support for third-party software or problems
|
|
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|
|
caused by third-party software even if such third-party software is distributed
|
|
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|
|
together with Licensed Software product(s).
|
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|
|
The Qt Company shall only provide Support for Error(s) that are reported on and
|
|
|
|
|
can be reproduced on Platforms that are officially supported for the release of
|
|
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|
|
the Licensed Software.
|
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|
|
|
|
|
|
|
Limitations with Premium support:
|
|
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|
|
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|
|
|
|
The Qt Company shall not provide Support for third-party software or problems
|
|
|
|
|
caused by third-party software. However, if such third-party software is
|
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|
|
distributed together with Licensed Software, The Qt Company will make
|
|
|
|
|
commercially reasonable efforts to solve such problems.
|
|
|
|
|
|
|
|
|
|
The Qt Company shall only provide Support for Error(s) that can be reproduced
|
|
|
|
|
on Platforms that are officially supported for the release of the Licensed
|
|
|
|
|
Software. If the Error is on a Platform that is not supported, The Qt Company
|
|
|
|
|
will make commercially reasonable efforts to provide a solution on closest
|
|
|
|
|
corresponding supported Platform.
|
|
|
|
|
|
|
|
|
|
Premium Support is optional and purchased for an agreed bucket of hours
|
|
|
|
|
("Bucket"). Hours can be used by any Designated User in the respective
|
|
|
|
|
development team. To encourage continuous usage of the Support, ten percent
|
|
|
|
|
(10%) of the purchased Bucket shall automatically expire (regardless of whether
|
|
|
|
|
such support hours are actually used or not by the Licensee) each month after
|
|
|
|
|
three (3) months from the purchase of the Premium Support.
|
|
|
|
|
|
|
|
|
|
2.4 Extended Support
|
|
|
|
|
|
|
|
|
|
Extended Support extends the Support Validity Term for a release of Licensed
|
|
|
|
|
Software that is no longer generally supported.
|
|
|
|
|
|
|
|
|
|
Extended Support includes and is by default provided with Standard Support
|
|
|
|
|
rules and limitations, unless Extended Support is purchased with Premium
|
|
|
|
|
Support in which case Premium Support rules and limitations will apply.
|
|
|
|
|
|
|
|
|
|
Extended Support is optional and purchased with annual fee and separately per
|
|
|
|
|
each Licensee product. Extended Support will need definition of (i) Licensee
|
|
|
|
|
product, (ii) used Platform(s) and (iii) Licensed Software version(s).
|
|
|
|
|
|
|
|
|
|
2.5 Tool Qualification Kit
|
|
|
|
|
|
|
|
|
|
The Qt Company shall provide set of customized documents and validation tests
|
|
|
|
|
that enable Licensee to qualify QA testing tool for the purpose of ISO 26262,
|
|
|
|
|
EN 50128, DO-330, IEC 61508, IEC 62304 or IEC 13485 certification Licensee end
|
|
|
|
|
to end solution.
|
|
|
|
|
|
|
|
|
|
3 RESPONSE TIME
|
|
|
|
|
|
|
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|
|
In performing Support, The Qt Company shall commit to following, non-binding,
|
|
|
|
|
Response Times:
|
|
|
|
|
|
|
|
|
|
Standard Support: Errors and Support requests will have a Response Time not to
|
|
|
|
|
exceed two (2) business days.
|
|
|
|
|
|
|
|
|
|
Premium Support: Errors and Support requests will have a Response Time not to
|
|
|
|
|
exceed one (1) business day.
|
|
|
|
|
|
|
|
|
|
For complex issues, The Qt Company may provide an initial response to the
|
|
|
|
|
Designated User and then follow up, without undue delay, with additional
|
|
|
|
|
communication before an Error is properly addressed or Support provided.
|
|
|
|
|
|
|
|
|
|
4 ADDITIONAL SERVICES IN PREMIUM SUPPORT
|
|
|
|
|
|
|
|
|
|
The Designated User(s) will be assigned a Dedicated Contact to handle requests
|
|
|
|
|
for Support. Dedicated Contact is subject to change in cases such as sick
|
|
|
|
|
leave, vacation and other similar reasons.
|
|
|
|
|
|
|
|
|
|
The Designated User(s) can on request ask The Qt Company to access their
|
|
|
|
|
computer remotely in order to resolve problems directly.
|
|
|
|
|
|
|
|
|
|
The Designated User(s) can request a session via Instant Messaging or phone
|
|
|
|
|
call in the support request to The Qt Company.
|
|
|
|
|
|
|
|
|
|
Premium Support can assist Licensee in implementing new features, bug fixes
|
|
|
|
|
and accessing patches in Licensed Software or Application Code.
|
|
|
|
|
|
|
|
|
|
All Support requests will be handled with high priority.
|
|
|
|
|
|
|
|
|
|
5 MAINTENANCE RELEASES, UPDATES AND UPGRADES
|
|
|
|
|
|
|
|
|
|
Under the Support the Customer is eligible for Maintenance Releases and Updates
|
|
|
|
|
that The Qt Company generally makes available to customers who has purchased
|
|
|
|
|
Support. Unless otherwise decided by The Company at its free and absolute
|
|
|
|
|
discretion, Upgrades will not be provided under the Support.
|
|
|
|
|
|
|
|
|
|
The primary focus of Maintenance Releases is product quality. Therefore, each
|
|
|
|
|
Maintenance Release typically includes the following types of changes to the
|
|
|
|
|
previous version of Licensed Software:
|
|
|
|
|
- Bug fixes caused by changes to previously working code;
|
|
|
|
|
- Fixes related to build issues on supported Platforms;
|
|
|
|
|
- Error corrections specific to a single Platform that are not present on other
|
|
|
|
|
Platforms;
|
|
|
|
|
- Critical Error corrections such as crashes, data corruption, loss of data,
|
|
|
|
|
race conditions; and
|
|
|
|
|
- Updates to documentation and license information when deemed necessary by
|
|
|
|
|
The Qt Company.
|
|
|
|
|
|
|
|
|
|
The primary focus of Updates is introducing new features to Licensed Software
|
|
|
|
|
and covering new platforms. Therefore, each Updates typically includes the
|
|
|
|
|
following types of changes to the previous version of Licensed Software:
|
|
|
|
|
- New platform support;
|
|
|
|
|
- New toolchain support;
|
|
|
|
|
- New features and Qt modules;
|
|
|
|
|
|
|
|
|
|
6 WARRANTY DISCLAIMER
|
|
|
|
|
|
|
|
|
|
The Qt Company makes no warranties that the Support provided will be successful
|
|
|
|
|
in resolving any difficulties or problems or in diagnosing faults reported by
|
|
|
|
|
Licensee. Support is provided to Licensee on an "as is" basis. To the maximum
|
|
|
|
|
extent permitted by applicable law, The Qt Company disclaims all warranties and
|
|
|
|
|
conditions, either express or implied, including, but not limited to, implied
|
|
|
|
|
warranties of merchantability and fitness for a particular purpose for the
|
|
|
|
|
Support provided by The Qt Company to Licensee.
|
|
|
|
|
|
|
|
|
|
APPENDIX 10: CONVERSION TO SUBSCRIPTION
|
|
|
|
|
|
|
|
|
|
Subject to the terms of this Appendix Licensee's current development licenses
|
|
|
|
|
("Current Licenses") for commercial version of Qt Software and the license
|
|
|
|
|
agreements governing such Current Licenses ("Existing Agreements") are being
|
|
|
|
|
replaced by this Agreement and subscription based Development Licenses
|
|
|
|
|
governed hereunder, as further specified below.
|
|
|
|
|
|
|
|
|
|
+---------------------------------------------------------------------------+
|
|
|
|
|
| Existing Agreement(s) | <Trolltech, Nokia, Digia, The Qt Company> and |
|
|
|
|
|
| signing parties, version | <Licensee> <Version of the Agreement, e.g. 2,0,|
|
|
|
|
|
| and date of signatures | 3.2 or 4.1> <Date of the agreement signatures> |
|
|
|
|
|
| thereof | |
|
|
|
|
|
+---------------------------------------------------------------------------+
|
|
|
|
|
|
|
|
|
|
Parties hereby agree on conversion of Current Licenses listed in attached
|
|
|
|
|
Exhibit A to the subscription licenses listed in attached Exhibit B for use
|
|
|
|
|
through License Term. As of the date hereof,
|
|
|
|
|
|
|
|
|
|
i. Licensee's Current Licenses as listed in Exhibit A shall terminate and be
|
|
|
|
|
replaced with the Subscription licenses listed in Exhibit B and;
|
|
|
|
|
ii. Existing Agreements are terminated.
|
|
|
|
|
|
|
|
|
|
Prices for the conversion of Current Licenses are defined in Appendix 2
|
|
|
|
|
Pricing or Quote.
|
|
|
|
|
|
|
|
|
|
Notwithstanding anything in this Appendix to the contrary, and in addition to
|
|
|
|
|
any payments due pursuant to this Appendix, Licensee remains fully obligated to
|
|
|
|
|
fulfill any and all outstanding payment obligations to The Qt Company under any
|
|
|
|
|
applicable Existing Agreements. For the avoidance of doubt, if any payments
|
|
|
|
|
remain outstanding on the Current Licenses under the applicable terms Licensee
|
|
|
|
|
will continue to make such payments in accordance with the applicable order
|
|
|
|
|
documentation, notwithstanding the fact that the Current Licenses are being
|
|
|
|
|
converted to Development Licenses pursuant to this Appendix.
|
