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QT AUTOMOTIVE SUITE LICENSE AGREEMENT
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Agreement version 3.0
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This Qt Automotive Suite License Agreement (“Agreement”) is a legal agreement
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between The Qt Company (as defined below) and the Licensee (as defined below)
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for the license of Licensed Software (as defined below). Capitalized terms used
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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 developing
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and distributing Applications and/or Devices; and
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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 purpose pursuant to term and conditions of this 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 (i) which is directly or indirectly
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controlling such Party; (ii) which is under the same direct or indirect
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ownership or control as such Party; or (iii) which is directly or indirectly
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owned or controlled by such Party. For these purposes, an entity shall be
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treated as being controlled by another if that other entity has fifty percent
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(50 %) or more of the votes in such entity, is able to direct its affairs and/or
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to control the composition of its board of directors or equivalent body.
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"Applications" shall mean Licensee's software products created using the
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Licensed Software in connection with the Program, which may include the
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Redistributables, or part thereof.
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"Contractor(s)" shall mean third party consultants, distributors and contractors
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performing services to a Party under applicable contractual arrangement.
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"Customer(s)" shall mean Licensee's end users to whom Licensee, directly or
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indirectly, distributes copies of the Redistributables.
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"Deployment Platforms" shall mean operating systems specified in the License
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Certificate, in which the Redistributables can be distributed pursuant to the
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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 for Licensee and on behalf
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of Licensee. Designated Users shall be named in the License Certificate.
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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.
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"Development Platforms" shall mean those operating systems specified in the
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License Certificate, in which the Licensed Software can be used under the
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Development License, but not distributed in any form or used for any other
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purpose.
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"Devices" shall mean hardware devices or products that 1) are manufactured
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and/or distributed by the Licensee or its Affiliates or Contractors in
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connection with the Program, and (2)(i) incorporate or integrate the
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Redistributables or parts thereof; or (ii) do not incorporate or integrate
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the Redistributables at the time of distribution, but where, when used by a
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Customer, the main user interface or substantial functionality of such
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device is provided by Application(s) or otherwise depends on the Licensed
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Software.
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"Distribution License(s)" shall mean the license required for distribution of
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Redistributables in accordance with the license grant described in Section
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3.2(ii)-(iii) of this Agreement.
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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 hereto, as the
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case may be.
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"Initial Support Term" shall mean a time period of twelve (12) months,
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calculated from the effective date of this Agreement.
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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
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as well as any trade secrets.
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"Licensee" shall mean the individual or legal entity that is party to this
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Agreement, as identified on the signature page hereof.
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"License Certificate" shall mean a certificate accompanying the Licensed
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Software and generated for each Designated User respectively. License
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Certificate will specify the Designated User, the Development Platforms,
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Deployment Platforms, Program and the Term of this Agreement. The terms of the
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License Certificate are considered part of this Agreement and shall be updated
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from time to time to reflect any changes to the foregoing terms relating to
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Licensee's rights to the Licensed Software.
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"Licensee's Records" shall mean books and records that are likely to contain
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information bearing on Licensee's compliance with this Agreement or the payments
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due to The Qt Company under this Agreement, including, but not limited to:
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assembly logs, sales records and distribution records.
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"Licensee´s SDK Contractors" shall mean Contractors of Licensee, who have
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purchased or received SDK from the Licensee relating to the Program.
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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 all versions of The Qt Company's computer
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software products, online or electronic documentation, associated media and
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printed materials, including the source code, example programs and the
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documentation, licensed to the Licensee under this Agreement. Licensed Software
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does not include Third Party Software (as defined in Section 4) or Open Source
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Qt.
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"Modified Software" shall mean bug-fixes, error corrections, patches or
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modifications made to the Licensed Software by Licensee, including documentation
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related thereto.
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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 all versions of The Qt Company's Qt computer
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software products, online or electronic documentation, associated media and
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printed materials, including the source code, example programs and the
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documentation available under the terms of the GNU Lesser General Public
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License, version 2.1 or later ("LGPL") or the GNU General Public License,
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version 2.0 or later ("GPL").
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"Party" or "Parties" shall mean Licensee and/or The Qt Company.
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"Program" shall mean Licensee´s business program for which purpose the Licensee
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is entitled to use the Licensed Software and grant the Licensee's SDK
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Contractors a right to use the Licensed Software as part of a SDK.
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"Redistributables" shall mean the portions of the Licensed Software set forth
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in Appendix 1, Section 1 that may be distributed pursuant to the terms of this
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Agreement in object code form only, including any relevant documentation. Where
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relevant, any reference to Licensed Software in this Agreement shall include and
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refer also to Redistributables.
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"SDK" or "Software Development Kit" shall mean a combination of software modules
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including Licensed Software intended to be utilized in connection with the
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Program.
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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
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The Qt Company to assist Designated Users in using the Licensed Software in
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accordance with The Qt Company's standard support terms.
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"Support Renewal Term" shall mean a time period of twelve (12) months,
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calculated from the end of the Initial Support Term or previous Support Renewal
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Term, as applicable.
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"Support Term" shall mean the Initial Support Term and any possible Support
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Renewal Terms(s) during which time the Licensee is eligible to receive for
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Support for the Licensed Software.
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"Taxes" shall have the meaning set forth in Section 10.5.
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"Term" shall mean the validity period of this Agreement, as set forth in the
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License Certificate.
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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 a
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legal entity incorporated in the United States or having its headquarters in the
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United States, The Qt Company Inc., a Delaware corporation with its office at
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2350 Mission College Blvd., Suite 1020, Santa Clara, CA 95054, USA.; or
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(ii) in the event the Licensee is an individual residing outside of the United
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States or a legal entity incorporated outside of the United States or having its
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registered office outside of the United States, The Qt Company Ltd., a Finnish
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company with its registered office at Bertel Jungin aukio D3A, 02600 Espoo,
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Finland.
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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 available
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to users of the Licensed Software that have contracted for Support. Updates are
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generally depicted as a change to the digits following the decimal in the
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Licensed Software version number. The Qt Company shall make Updates available to
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the Licensee under the Support. Updates shall be considered as part of the
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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 2.1
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Ownership of The Qt Company
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The Licensed Software is protected by copyright laws and international copyright
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treaties, as well as other intellectual property laws and treaties. The Licensed
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Software is licensed, not sold.
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All 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.
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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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All Intellectual Property Rights to the Modified Software, Applications and
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Devices shall remain with the Licensee and no rights thereto shall be granted by
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the Licensee to The Qt Company under this Agreement (except as set forth in
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Section 2.3 below).
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2.3 Modified Software
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Licensee may create Modified Software that breaks the source or binary
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compatibility with the Licensed Software. This includes, but is not limited to,
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changing the application programming interfaces ("API") by adding, changing or
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deleting any variable, method, or class signature in the Licensed Software
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and/or any inter-process protocols, services or standards in the Licensed
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Software libraries. To the extent that Licensee breaks source or binary
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compatibility with the Licensed Software, Licensee acknowledges that The Qt
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Company's ability to provide Support may be prevented or limited and Licensee's
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ability to make use of Updates may be restricted.
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To the extent Licensee submits Modified Software to The Qt Company ("Submitted
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Modified Software"), Licensee hereby grants The Qt Company a sublicensable,
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assignable, irrevocable, perpetual, worldwide, non-exclusive, royalty-free and
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fully paid-up license, under all of Licensee's Intellectual Property Rights, to
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reproduce, adapt, translate, modify, and prepare derivative works of, publicly
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display, publicly perform, sublicense, make available and distribute such
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Submitted Modified Software as The Qt Company sees fit at its free and absolute
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discretion. For the sake of clarity, the Licensee shall have no obligation to
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provide Modified Software to The Qt Company.
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3. LICENSES GRANTED
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3.1 Development with Licensed Software
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Subject to the terms of this Agreement, The Qt Company grants to Licensee a
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personal, worldwide, non- exclusive, non-transferable license, valid for the
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Term, to use, modify and copy the Licensed Software by Designated Users on the
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Development Platforms for the sole purposes of designing, developing,
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demonstrating and testing Application(s) and/or Devices, and to provide thereto
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related support and other services to end-user Customers.
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Licensee may install copies of the Licensed Software on an unlimited number of
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computers provided that (i) only the Designated Users may use the Licensed
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Software, and (ii) all Designated Users must have a valid Development License to
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use Licensed Software.
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Licensee may at any time designate another Designated User to replace a
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then-current Designated User by notifying The Qt Company in writing, provided
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that any Designated User may be replaced only once during any six-month period.
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3.2 Distribution of Redistributables
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Subject to the terms of this Agreement, The Qt Company grants to Licensee a
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personal, worldwide, non- exclusive, non-transferable license, valid for the
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Term, to (i) distribute, by itself or through its Contractors, Redistributables
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as installed, incorporated or integrated into Applications for execution on the
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Deployment Platforms, and (ii) distribute, by itself or through one or more
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tiers of Contractors, Redistributables as installed, incorporated or integrated,
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or intended to be installed, incorporated or integrated into Devices for
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execution on the Deployment Platforms, and (iii) grant sublicenses to
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Redistributables, as distributed hereunder, for Customers solely for Customer's
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internal use and to the extent necessary in order for the Customers to use the
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Applications and/or Devices for their respective intended purposes.
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Right to distribute the Redistributables as provided herein is conditional upon
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the Licensee having purchased and paid the appropriate amount of Development and
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Distribution Licenses from The Qt Company before distributing any
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Redistributables to Customers.
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For the avoidance of any doubt it is specifically acknowledged and agreed that
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distribution of Redistributables solely as installed, incorporated or integrated
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into Applications for execution on the Deployment Platform(s), as specified in
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(i) of the first paragraph of Section 3.2 above, i.e. with no connection to
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Devices or intention to use in connection therewith, shall not require a
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Distribution License.
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3.3 SDK License
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The Qt Company grants to Licensee a personal, worldwide, non-exclusive,
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non-transferable license, valid for the Term, to (i) distribute Licensed
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Software as a part of the SDK to Licensee´s SDK Contractors in connection with
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the Program and (ii) in connection with the Program, by itself or by Licensee's
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SDK Contractors, combine, incorporate or integrate Licensed Software with, or
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use Licensed Software for creation of, any software created with or
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incorporating Open Source Qt, provided, however, that:
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(i) the Licensee´s SDK Contractors are only entitled to use the Licensed
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Software as part of SDK and for the sole purpose of developing software for
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Devices that are distributed under the Program; and
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(ii) Licensee´s SDK Contractors shall not be entitled to distribute the SDK or
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any part thereof to any third parties.
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For the avoidance of any doubt, the distribution of such software development
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tools that do not contain Licensed Software shall not be covered by this
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Agreement.
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3.4 Further Requirements
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The licenses granted above in this Section 3 by The Qt Company to Licensee are
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conditional and subject to Licensee's compliance with the following terms:
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(i) Licensee shall not remove or alter any copyright, trademark or other
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proprietary rights notice contained in any portion of the Licensed Software;
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(ii) Applications and SDKs must add primary and substantial functionality to the
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Licensed Software;
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(iii) Applications may not pass on functionality which in any way makes it
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possible for others to create software with the Licensed Software; provided
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however that Licensee may use the Licensed Software's scripting and QML ("Qt
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Quick") functionality solely in order to enable scripting, themes and styles
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that augment the functionality and appearance of the Application(s) without
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adding primary and substantial functionality to the Application(s);
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(iv) Applications and SDKs must not compete with the Licensed Software;
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(v) Licensee shall not use The Qt Company's or any of its suppliers' names,
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logos, or trademarks to market Applications or SDKs, except that Licensee may
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use "Built with Qt" logo to indicate that Application(s) was developed using
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the Licensed Software;
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(vi) Except as expressly provided in Section 3.3, Licensee shall not
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distribute, sublicense or disclose source code of Licensed Software to any third
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party (provided however that Licensee may appoint employee(s) of Contractors as
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Designated Users to use Licensed Software pursuant to this Agreement);
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(vii) Licensee shall not grant the Customers a right to (i) make copies of the
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Redistributables except when and to the extent required to use the Applications
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and/or Devices for their intended purpose, (ii) modify the Redistributables or
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create derivative works thereof, (iii) decompile, disassemble or otherwise
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reverse engineer Redistributables, or (iv) redistribute any copy or portion of
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the Redistributables to any third party, except as part of the onward sale of
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the Device on which the Redistributables are installed;
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(viii) Except as expressly provided in Section 3.3, Licensee shall not and
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shall cause that its Affiliates, Contractors and Licensee's SDK Contractors
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shall not a) in any way, combine, incorporate or integrate Licensed Software
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with, or use Licensed Software for creation of, any software created with or
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incorporating Open Source Qt or b) incorporate or integrate Applications into a
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hardware device or product other than a Device, unless Licensee has received an
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advance written permission from The Qt Company to do so. Unless specifically
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otherwise agreed, any and all distribution by the Licensee during the Term of
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a hardware device or product a) which incorporate or integrate any part of
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Licensed Software or Open Source Qt; or b) where the main user interface or
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substantial functionality is provided by software build with Licensed
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Software or Open Source Qt or otherwise depends on the Licensed Software or Open
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Open Source Qt, shall be considered as distribution under this Agreement and
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dependent on compliance thereof (including but not limited to obligation to
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pay applicable License Fees for such distribution);
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(ix) Licensee shall cause all of its Affiliates and Contractors entitled to make
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use of the licenses granted under this Agreement, to be contractually bound to
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comply with the relevant terms of this Agreement and not to use the Licensed
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Software beyond the terms hereof and for any purposes other than operating
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within the scope of their services for Licensee. Licensee shall be responsible
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for any and all actions and omissions of its Affiliates and Contractors relating
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|
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to the Licensed Software and use thereof (including but not limited to payment
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of all applicable License Fees);
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(x) Except when and to the extent explicitly provided in this Section 3,
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Licensee shall not transfer, publish, disclose, display or otherwise make
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available the Licensed Software;
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(xi) Licensee shall not take any action inconsistent with The Qt Company's
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|
Intellectual Property Rights; and
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(xii) Attempt or enlist a third party to conduct or attempt to conduct any of
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the above.
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Above terms shall not be applicable if and to the extent they conflict with any
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|
mandatory provisions of any applicable laws.
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Any use of Licensed Software beyond the provisions of this Agreement is strictly
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prohibited and requires an additional license from The Qt Company.
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4. THIRD PARTY SOFTWARE
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The Licensed Software may provide links to third party libraries or code
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|
(collectively "Third Party Software") to implement various functions. Third
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|
Party Software does not comprise part of the Licensed Software. In some cases,
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|
access to Third Party Software may be included in the Licensed Software. Such
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Third Party Software will be listed in the ".../src/3rdparty" source tree
|
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|
delivered with the Licensed Software or documented in the Licensed Software, as
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|
such may be amended from time to time. Licensee acknowledges that use or
|
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|
|
distribution of Third Party Software is in all respects subject to applicable
|
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|
|
license terms of applicable third party right holders. 5. PRE-RELEASE CODE
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The Licensed Software may contain pre-release code and functionality marked or
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|
|
otherwise stated as "Technology Preview", "Alpha", "Beta" or similar
|
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|
|
designation. Such pre-release code may be present in order to provide
|
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|
|
experimental support for new platforms or preliminary versions of one or more
|
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|
|
new functionalities. The pre-release code may not be at the level of performance
|
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|
|
and compatibility of a final, generally available, product offering of the
|
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|
|
Licensed Software. The pre-release parts of the Licensed Software may not
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|
|
operate correctly, may contain errors and may be substantially modified by The
|
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|
|
Qt Company prior to the first commercial product release, if any. The Qt Company
|
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|
|
is under no obligation to make pre-release code commercially available, or
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|
|
provide any Support or Updates relating thereto. The Qt Company assumes no
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|
|
liability whatsoever regarding any pre-release code, but any use thereof is
|
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|
|
exclusively at Licensee's own risk and expense.
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6. LIMITED WARRANTY AND WARRANTY DISCLAIMER
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|
The Qt Company hereby represents and warrants that it has the power and
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|
|
authority to grant the rights and licenses granted to Licensee under this
|
|
|
|
|
Agreement.
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|
Except as set forth above, the Licensed Software is licensed to Licensee "as
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|
is".
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|
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE QT COMPANY ON BEHALF OF
|
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|
|
ITSELF AND ITS LICENSORS, SUPPLIERS AND AFFILIATES, DISCLAIMS ALL WARRANTIES,
|
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|
EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF
|
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|
|
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT
|
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|
|
WITH REGARD TO THE LICENSED SOFTWARE. THE QT COMPANY DOES NOT WARRANT THAT THE
|
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|
|
LICENSED SOFTWARE WILL SATISFY LICENSEE'S REQUIREMENTS OR THAT IT WILL OPERATE
|
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|
|
WITHOUT DEFECT OR ERROR OR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED. ALL
|
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|
|
USE OF AND RELIANCE ON THE LICENSED SOFTWARE IS AT THE SOLE RISK OF AND
|
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|
|
RESPONSIBILITY OF LICENSEE.
|
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|
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|
|
Licensee's exclusive remedy and The Qt Company's entire liability for Licensed
|
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|
|
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
|
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|
|
License is not able to utilize the Licensed Software under the terms of this
|
|
|
|
|
Agreement.
|
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|
|
7. INDEMNIFICATION AND LIMITATION OF LIABILITY
|
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|
|
7.1 Limitation of Liability
|
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|
|
EXCEPT FOR (I) CASES OF GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, (II)
|
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|
|
LICENSEE'S DUTY TO PAY ALL APPLICABLE LICENSE FEES AND COMPENSATIONS, AND (III)
|
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|
|
BREACH OF CONFIDENTIALITY, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO
|
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|
|
|
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.
|
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|
|
|
|
|
|
|
EXCEPT FOR (I) CASES OF GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, (II)
|
|
|
|
|
LICENSEE'S DUTY TO PAY ALL APPLICABLE LICENSE FEES AND COMPENSATIONS, AND (III)
|
|
|
|
|
BREACH OF CONFIDENTIALITY, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO
|
|
|
|
|
EVENT SHALL EITHER PARTY'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED
|
|
|
|
|
THE AGGREGATE LICENSE FEES RECEIVED BY THE QT COMPANY FROM LICENSEE DURING THE
|
|
|
|
|
PERIOD OF TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT RESULTING IN SUCH
|
|
|
|
|
LIABILITY.
|
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|
|
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|
|
|
THE PROVISIONS OF THIS SECTION 7 ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN
|
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|
|
THE QT COMPANY AND LICENSEE AND THE PARTIES HAVE RELIED UPON THE LIMITATIONS SET
|
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|
|
FORTH HEREIN IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT.
|
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|
|
7.2 Licensee´s Indemnification
|
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|
|
Licensee shall indemnify and hold harmless The Qt Company from and against any
|
|
|
|
|
claim, injury, judgment, settlement, loss or expense, including attorneys' fees
|
|
|
|
|
related to: (a) Licensee's misrepresentation in connection with The Qt Company
|
|
|
|
|
or the Licensed Software or breach of this Agreement, (b) the Application or
|
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|
|
|
Device (except where such cause of liability is solely attributable to the
|
|
|
|
|
Licensed Software).
|
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|
|
8. SUPPORT, UPDATES AND ONLINE SERVICES
|
|
|
|
|
|
|
|
|
|
Licensee will be eligible to receive Support and Updates and to use the Online
|
|
|
|
|
Services during the Support Term. Unless otherwise decided by The Company at its
|
|
|
|
|
free and absolute discretion, Upgrades will not be included in the Support but
|
|
|
|
|
may be available subject to additional fees.
|
|
|
|
|
|
|
|
|
|
Licenses granted under this Agreement shall include a prepaid Initial Support
|
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|
|
Term.
|
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|
|
|
|
|
|
|
|
Initial Support Term shall be automatically extended to one or more Support
|
|
|
|
|
Renewal Term(s), unless and until either Party notifies the other Party in
|
|
|
|
|
writing that it does not wish to continue the Support, such notification to be
|
|
|
|
|
provided to the other Party no less than ninety (90) days before expiry of the
|
|
|
|
|
Initial Support Term or respective Support Renewal Term. During any such Support
|
|
|
|
|
Renewal Term Support shall be available subject to prices and terms agreed
|
|
|
|
|
between the Parties or, if no advance agreement exists, subject to The Qt
|
|
|
|
|
Company's standard pricing applicable at the commencement date of any such
|
|
|
|
|
Support Renewal Term. From time to time The Qt Company may change Support
|
|
|
|
|
provided within each Support plan; provided that during the respective Initial
|
|
|
|
|
Support Term or Support Renewal Term (as the case may be), the level of Support
|
|
|
|
|
provided by The Qt Company may not be reduced without the consent of the
|
|
|
|
|
Licensee.
|
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|
|
|
|
|
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|
|
Unless otherwise agreed, The Qt Company shall not be responsible for providing
|
|
|
|
|
any service or support to the Customers.
|
|
|
|
|
|
|
|
|
|
9. CONFIDENTIALITY
|
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|
|
|
|
|
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|
|
Each Party acknowledges that during the Term of this Agreement each Party may
|
|
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|
|
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
|
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|
|
reasonable measures to protect the Confidential Information of the other Party,
|
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|
|
which measures shall not be less than the measures taken by such Party to
|
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|
|
protect its own confidential and proprietary information.
|
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|
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|
|
Obligation of confidentiality shall not apply to information that (i) is or
|
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|
|
becomes generally known to the public through no act or omission of the
|
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|
|
Receiving Party; (ii) was in the Receiving Party's lawful possession prior to
|
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|
|
the disclosure hereunder and was not subject to limitations on disclosure or
|
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|
|
use; (iii) is developed independently by employees or Contractors of the
|
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|
|
Receiving Party or other persons working for the Receiving Party who have not
|
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|
|
had access to the Confidential Information of the Disclosing Party, as proven by
|
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|
|
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
|
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|
|
|
of confidentiality; or (v) the Receiving Party is legally compelled to disclose,
|
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|
|
in which case the Receiving Party shall notify the Disclosing Party of such
|
|
|
|
|
compelled disclosure and assert the privileged and confidential nature of the
|
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|
|
|
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.
|
|
|
|
|
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|
|
The obligations under this Section 9 shall continue to remain in force for a
|
|
|
|
|
period of five (5) years after the last disclosure, and, with respect to trade
|
|
|
|
|
secrets, for so long as such trade secrets are protected under applicable trade
|
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|
|
secret laws.
|
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|
|
10. FEES, DELIVERY AND PAYMENT
|
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|
|
10.1 License Fees
|
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|
|
License Fees are described in The Qt Company's standard price list, quote or
|
|
|
|
|
Purchase Order confirmation or in an appendix hereto, as the case may be. The
|
|
|
|
|
License Fees shall not be refunded or claimed as a credit, even on the ground
|
|
|
|
|
that Distribution Licenses are not used, i.e. Redistributables are not actually
|
|
|
|
|
distributed corresponding to the Distribution Licenses purchased, or for any
|
|
|
|
|
other reason.
|
|
|
|
|
|
|
|
|
|
10.2 Ordering Licenses
|
|
|
|
|
|
|
|
|
|
Licensee may purchase Development Licenses and Distribution Licenses pursuant to
|
|
|
|
|
agreed pricing terms or, if no specific pricing terms have been agreed upon, at
|
|
|
|
|
The Qt Company's standard pricing terms applicable at the time of purchase.
|
|
|
|
|
|
|
|
|
|
Licensee shall submit all purchase orders for Development Licenses and
|
|
|
|
|
Distribution Licenses to The Qt Company by email or any other method acceptable
|
|
|
|
|
to The Qt Company (each such order is referred to herein as a "Purchase Order")
|
|
|
|
|
for confirmation, whereupon the Purchase Order shall become binding between the
|
|
|
|
|
Parties.
|
|
|
|
|
|
|
|
|
|
10.3 Distribution
|
|
|
|
|
|
|
|
|
|
License Packs Unless otherwise agreed, the Distribution Licenses are bought by
|
|
|
|
|
way of Distribution License Packs.
|
|
|
|
|
|
|
|
|
|
Upon due payment of the ordered Distribution License Pack(s), the Licensee will
|
|
|
|
|
have an account of Distribution Licenses available for installing, bundling or
|
|
|
|
|
integrating (all jointly "installing") the Redistributables with the Devices or
|
|
|
|
|
for otherwise distributing the Redistributables in accordance with this
|
|
|
|
|
Agreement.
|
|
|
|
|
|
|
|
|
|
Each time Licensee "installs" or distributes a copy of Redistributables, then
|
|
|
|
|
one Distribution License is used, and Licensee's account of available
|
|
|
|
|
Distribution Licenses is decreased accordingly.
|
|
|
|
|
|
|
|
|
|
Licensee may "install" copies of the Redistributables so long as Licensee has
|
|
|
|
|
Distribution Licenses remaining on its account.
|
|
|
|
|
|
|
|
|
|
Redistributables will be deemed to have been "installed" into a Device when one
|
|
|
|
|
of the following circumstances shall have occurred: a) the Redistributables
|
|
|
|
|
have been loaded onto the Device and used outside of the Licensee's premises or
|
|
|
|
|
b) the Device has been fully tested and placed into Licensee's inventory (or
|
|
|
|
|
sold) for the first time (i.e., Licensee will not be required to use (or pay
|
|
|
|
|
for) more than one Distribution License for each individual Device, e.g. in a
|
|
|
|
|
situation where a Device is returned to Licensee's inventory after delivery to
|
|
|
|
|
a distributor or sale to a Customer). In addition, if Licensee includes a
|
|
|
|
|
back-up copy of the Redistributables on a CD-ROM or other storage medium
|
|
|
|
|
along with the product, that backup copy of the Redistributables will not
|
|
|
|
|
be deemed to have been "installed" and will not require an additional
|
|
|
|
|
Distribution License.
|
|
|
|
|
|
|
|
|
|
10.4 Payment Terms
|
|
|
|
|
License Fees and any other charges under this Agreement shall be paid by
|
|
|
|
|
Licensee no later than thirty (30) days from the date of the applicable invoice
|
|
|
|
|
from The Qt Company.
|
|
|
|
|
|
|
|
|
|
The Qt Company will submit an invoice to Licensee after the date of this
|
|
|
|
|
Agreement and/or after The Qt Company receives a Purchase Order from Licensee.
|
|
|
|
|
A late payment charge of the lower of (a) one percent per month; or (b) the
|
|
|
|
|
interest rate stipulated by applicable law, shall be charged on any unpaid
|
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|
|
|
balances that remain past due.
|
|
|
|
|
|
|
|
|
|
The Qt Company shall have the right to suspend, terminate or withhold grants of
|
|
|
|
|
all rights to the Licensed Software hereunder, including but not limited to the
|
|
|
|
|
Developer License, Distribution License, and Support, should Licensee fail to
|
|
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|
|
make payment in a timely fashion.
|
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|
|
|
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|
|
10.5 Taxes
|
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|
|
All License Fees and other charges payable hereunder are gross amounts but
|
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|
|
|
exclusive of any value added tax, use tax, sales tax and other taxes, duties or
|
|
|
|
|
tariffs ("Taxes"). Such applicable Taxes shall be paid by Licensee, or, where
|
|
|
|
|
applicable, in lieu of payment of such Taxes, Licensee shall provide an
|
|
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|
|
exemption certificate to The Qt Company and any applicable authority.
|
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|
|
11 RECORD-KEEPING AND REPORTING OBLIGATIONS; AUDIT RIGHTS
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|
11.1 Licensee's Record-keeping
|
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|
|
Licensee shall at all times maintain accurate and up-to-date written records of
|
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|
|
|
Licensee's activities related to the use of Licensed Software and distribution
|
|
|
|
|
of Redistributables. The records shall be adequate to determine Licensee's
|
|
|
|
|
compliance with the provisions of this Agreement and to demonstrate the number
|
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|
|
of Designated Users and Redistributables distributed by Licensee. The records
|
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|
|
|
shall conform to good accounting practices reasonably acceptable to The Qt
|
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|
|
Company.
|
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|
|
Licensee shall, within thirty (30) days from the end of each calendar
|
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|
|
|
quarter, deliver to The Qt Company a report detailing the number of Designated
|
|
|
|
|
Users and copies of Redistributables distributed by Licensee during that
|
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|
|
calendar quarter, and also detailing the number of undistributed copies of
|
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|
|
Redistributables made by Licensee and remaining in its account (i.e.,
|
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|
|
undistributed copies for which Distribution Licenses have been or need to be
|
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|
|
obtained from The Qt Company). Such report shall contain such other information
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|
|
as The Qt Company shall reasonably require from time to time.
|
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|
|
11.2. The Qt Company's Audit Rights
|
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|
|
The Qt Company or an independent auditor acting on behalf of The Qt Company's,
|
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|
|
|
may, upon at least five (5) business days' prior written notice and at its
|
|
|
|
|
expense, audit Licensee with respect to the use of the Redistributables, but
|
|
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|
|
not more frequently than once during each 6-month period. Such audit may be
|
|
|
|
|
conducted by mail, electronic means or through an in-person visit to
|
|
|
|
|
Licensee's place of business. Any such in-person audit shall be conducted
|
|
|
|
|
during regular business hours at Licensee's facilities and shall not
|
|
|
|
|
unreasonably interfere with Licensee's business activities. The Qt Company or
|
|
|
|
|
the independent auditor acting on behalf of The Qt Company shall be entitled to
|
|
|
|
|
inspect Licensee's Records. All such Licensee's Records and use thereof shall be
|
|
|
|
|
subject to an obligation of confidentiality under this Agreement.
|
|
|
|
|
|
|
|
|
|
If an audit reveals that Licensee is using the Licensed Software beyond scope of
|
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|
|
|
the licenses Licensee has paid for, Licensee agrees to immediately pay The Qt
|
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|
|
|
Company any amounts owed for such unauthorized use.
|
|
|
|
|
|
|
|
|
|
In addition, in the event the audit reveals a material violation of the terms of
|
|
|
|
|
this Agreement (underpayment of more than 5% of License Fees shall always be
|
|
|
|
|
deemed a material violation for purposes of this section), then the Licensee
|
|
|
|
|
shall pay The Qt Company's reasonable cost of conducting such audit.
|
|
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|
|
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|
|
|
|
12 TERM AND TERMINATION
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|
|
12.1 Term
|
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|
|
This Agreement shall enter into force upon due acceptance by both Parties and
|
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|
|
remain in force for the Term, unless and until terminated pursuant to the terms
|
|
|
|
|
of this Section 12.
|
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|
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|
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|
|
12.2 Termination by The Qt Company
|
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|
|
|
|
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|
|
The Qt Company shall have the right to terminate this Agreement upon thirty
|
|
|
|
|
(30) days prior written notice if (i) the Licensee is in material breach of any
|
|
|
|
|
obligation of this Agreement and fails to remedy such breach within such notice
|
|
|
|
|
period; (ii) or Licensee or any of its Affiliates bring a suit before any court
|
|
|
|
|
or administrative agency or otherwise assert a claim against The Qt Company's
|
|
|
|
|
or any of its Affiliates' Intellectual Property Rights or validity thereof.
|
|
|
|
|
|
|
|
|
|
12.3 Mutual Right to Terminate
|
|
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|
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|
|
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.
|
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|
|
|
|
|
|
12.4 Parties´ Rights and Duties upon Termination
|
|
|
|
|
|
|
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|
|
Upon expiry or termination of the Agreement for any reason, Licensee shall,
|
|
|
|
|
within 30 days after such termination, cease and shall cause all Designated
|
|
|
|
|
Users (including those of its Affiliates' and Contractors') and Licensee's SDK
|
|
|
|
|
Contractors to cease using the Licensed Software and distribution of the
|
|
|
|
|
Redistributables under this Agreement. Notwithstanding the above, in the event
|
|
|
|
|
the Agreement expires or is terminated for reason other than by The Qt Company
|
|
|
|
|
pursuant to Section 12.2, the Licensee is entitled, for a period of six (6)
|
|
|
|
|
months after the effective date of termination, to continue distribution of
|
|
|
|
|
Devices under the Distribution Licenses paid but unused at such effective date
|
|
|
|
|
of termination.
|
|
|
|
|
|
|
|
|
|
Upon any such termination the Licensee shall destroy or return to The Qt
|
|
|
|
|
Company all copies of the Licensed Software and all related materials and will
|
|
|
|
|
certify the same to The Qt Company upon its request, provided however that
|
|
|
|
|
Licensee may retain and exploit such copies of the Licensed Software as it may
|
|
|
|
|
reasonably require in providing continued support to Customers.
|
|
|
|
|
|
|
|
|
|
Expiry or termination of this Agreement for any reason whatsoever shall not
|
|
|
|
|
relieve Licensee of its obligation to pay any License Fees accrued or payable
|
|
|
|
|
to The Qt Company prior to the effective date of termination, and Licensee shall
|
|
|
|
|
immediately pay to The Qt Company all such fees upon the effective date of
|
|
|
|
|
termination. Termination of this Agreement shall not affect any rights of
|
|
|
|
|
Customers to continue use of Applications and Devices (and therein incorporated
|
|
|
|
|
Redistributables).
|
|
|
|
|
|
|
|
|
|
13.GOVERNING LAW AND LEGAL VENUE
|
|
|
|
|
|
|
|
|
|
In the event this Agreement is in the name of The Qt Company Inc., a Delaware
|
|
|
|
|
Corporation, then:
|
|
|
|
|
|
|
|
|
|
(i) this Agreement shall be construed and interpreted in accordance with the
|
|
|
|
|
laws of the State of California, USA, excluding its choice of law provisions;
|
|
|
|
|
|
|
|
|
|
(ii) the United Nations Convention on Contracts for the International Sale of
|
|
|
|
|
Goods will not apply to this Agreement; and
|
|
|
|
|
|
|
|
|
|
(iii) any dispute, claim or controversy arising out of or relating to this
|
|
|
|
|
Agreement or the breach, termination, enforcement, interpretation or validity
|
|
|
|
|
thereof, including the determination of the scope or applicability of this
|
|
|
|
|
Agreement to arbitrate, shall be determined by arbitration in San Francisco,
|
|
|
|
|
USA, before one arbitrator. The arbitration shall be administered by JAMS
|
|
|
|
|
pursuant to JAMS' Streamlined Arbitration Rules and Procedures. Judgment on the
|
|
|
|
|
Award may be entered in any court having jurisdiction. This Section shall not
|
|
|
|
|
preclude parties from seeking provisional remedies in aid of arbitration from a
|
|
|
|
|
court of appropriate jurisdiction.
|
|
|
|
|
|
|
|
|
|
In the event this Agreement is in the name of The Qt Company Ltd., a Finnish
|
|
|
|
|
Company, then:
|
|
|
|
|
|
|
|
|
|
(i) this Agreement shall be construed and interpreted in accordance with the
|
|
|
|
|
laws of Finland, excluding its choice of law provisions;
|
|
|
|
|
|
|
|
|
|
(ii) the United Nations Convention on Contracts for the International Sale of
|
|
|
|
|
Goods will not apply to this Agreement; and
|
|
|
|
|
|
|
|
|
|
(iii) any disputes, controversy or claim arising out of or relating to this
|
|
|
|
|
Agreement, or the breach, termination or validity thereof shall be shall be
|
|
|
|
|
finally settled by arbitration in accordance with the Arbitration Rules of
|
|
|
|
|
Finland Chamber of Commerce. The arbitration tribunal shall consist of one (1),
|
|
|
|
|
or if either Party so requires, of three (3), arbitrators. The award shall be
|
|
|
|
|
final and binding and enforceable in any court of competent jurisdiction. The
|
|
|
|
|
arbitration shall be held in Helsinki, Finland and the process shall be
|
|
|
|
|
conducted in the English language. This Section shall not preclude parties from
|
|
|
|
|
seeking provisional remedies in aid of arbitration from a court of appropriate
|
|
|
|
|
jurisdiction.
|
|
|
|
|
|
|
|
|
|
14. GENERAL PROVISIONS
|
|
|
|
|
|
|
|
|
|
14.1 No Assignment Licensee
|
|
|
|
|
|
|
|
|
|
shall not be entitled to assign or transfer all or any of its rights, benefits
|
|
|
|
|
and obligations under this Agreement without the prior written consent of The Qt
|
|
|
|
|
Company, which shall not be unreasonably withheld or delayed. The Qt Company
|
|
|
|
|
shall be entitled to freely assign or transfer any of its rights, benefits or
|
|
|
|
|
obligations under this Agreement.
|
|
|
|
|
|
|
|
|
|
14.2 No Third Party Representations
|
|
|
|
|
|
|
|
|
|
Licensee shall make no representations or warranties concerning the Licensed
|
|
|
|
|
Software on behalf of The Qt Company. Any representation or warranty Licensee
|
|
|
|
|
makes or purports to make on The Qt Company's behalf shall be void as to The Qt
|
|
|
|
|
Company.
|
|
|
|
|
|
|
|
|
|
14.3 Surviving Sections
|
|
|
|
|
|
|
|
|
|
Any terms and conditions that by their nature or otherwise reasonably should
|
|
|
|
|
survive termination of this Agreement shall so be deemed to survive.
|
|
|
|
|
|
|
|
|
|
14.4 Entire Agreement
|
|
|
|
|
|
|
|
|
|
This Agreement, the exhibits hereto, the License Certificate and any applicable
|
|
|
|
|
Purchase Order constitute the complete agreement between the Parties and
|
|
|
|
|
supersedes all prior or contemporaneous discussions, representations, and
|
|
|
|
|
proposals, written or oral, with respect to the subject matters discussed
|
|
|
|
|
herein. In the event of any conflict or inconsistency between this Agreement and
|
|
|
|
|
any Purchase Order, the terms of this Agreement will prevail over the terms of
|
|
|
|
|
the Purchase Order with respect to such conflict or inconsistency.
|
|
|
|
|
|
|
|
|
|
14.5 Modifications
|
|
|
|
|
|
|
|
|
|
No modification of this Agreement shall be effective unless contained in a
|
|
|
|
|
writing executed by an authorized representative of each Party. No term or
|
|
|
|
|
condition contained in Licensee's Purchase Order shall apply unless expressly
|
|
|
|
|
accepted by The Qt Company in writing.
|
|
|
|
|
|
|
|
|
|
14.6 Force Majeure
|
|
|
|
|
|
|
|
|
|
Except for the payment obligations hereunder, neither Party shall be liable to
|
|
|
|
|
the other for any delay or non-performance of its obligations hereunder in the
|
|
|
|
|
event and to the extent that such delay or non- performance is due to an event
|
|
|
|
|
of act of God, terrorist attack or other similar unforeseeable catastrophic
|
|
|
|
|
event that prevents either Party for fulfilling its obligations under this
|
|
|
|
|
Agreement and which such Party cannot avoid or circumvent ("Force Majeure
|
|
|
|
|
Event"). If the Force Majeure Event results in a delay or non- performance of a
|
|
|
|
|
Party for a period of three (3) months or longer, then either Party shall have
|
|
|
|
|
the right to terminate this Agreement with immediate effect without any
|
|
|
|
|
liability (except for the obligations of payment arising prior to the event of
|
|
|
|
|
Force Majeure) towards the other Party.
|
|
|
|
|
|
|
|
|
|
14.7 Notices
|
|
|
|
|
|
|
|
|
|
Any notice given by one Party to the other shall be deemed properly given and
|
|
|
|
|
deemed received if specifically acknowledged by the receiving Party in writing
|
|
|
|
|
or when successfully delivered to the recipient by hand, fax, or special courier
|
|
|
|
|
during normal business hours on a business day to the addresses specified for
|
|
|
|
|
The Qt Company in the beginning of this Agreement, and for the Licensee in the
|
|
|
|
|
Licensee’s account profile. Each communication and document made or delivered by
|
|
|
|
|
one Party to the other Party pursuant to this Agreement shall be in the English
|
|
|
|
|
language.
|
|
|
|
|
|
|
|
|
|
14.8 Export Control
|
|
|
|
|
Licensee acknowledges that the Redistributables may be subject to export
|
|
|
|
|
control restrictions under the applicable laws of respective countries.
|
|
|
|
|
Licensee shall fully comply with all applicable export license restrictions
|
|
|
|
|
and requirements as well as with all lawses hereunder and shall procure all
|
|
|
|
|
necessary governmental authorizations, including without limitation, all
|
|
|
|
|
necessary licenses, approvals, permissions or consents, where necessary for
|
|
|
|
|
the re- exportation of the Redistributables, Applications
|
|
|
|
|
and/or Devices.
|
|
|
|
|
|
|
|
|
|
14.9 No Implied License
|
|
|
|
|
There are no implied licenses or other implied rights granted under this
|
|
|
|
|
Agreement, and all rights, save for those expressly granted hereunder, shall
|
|
|
|
|
remain with The Qt Company and its licensors. In addition, no licenses or
|
|
|
|
|
immunities are granted to the combination of the Licensed Software with any
|
|
|
|
|
other software or hardware not delivered by The Qt Company under this Agreement.
|
|
|
|
|
|
|
|
|
|
14.10 Attorney Fees
|
|
|
|
|
|
|
|
|
|
The prevailing Party in any action to enforce this Agreement shall be entitled
|
|
|
|
|
to recover its attorney's fees and costs in connection with such action.
|
|
|
|
|
|
|
|
|
|
14.11 Severability
|
|
|
|
|
|
|
|
|
|
If any provision of this Agreement shall be adjudged by any court of competent
|
|
|
|
|
jurisdiction to be unenforceable or invalid, that provision shall be limited or
|
|
|
|
|
eliminated to the minimum extent necessary so that this Agreement shall
|
|
|
|
|
otherwise remain in full force and effect and enforceable.
|
|
|
|
|
|
|
|
|
|
IN WITNESS WHEREOF, the Parties hereto, intending to be legally bound hereby,
|
|
|
|
|
have caused this Agreement to be executed by Licensee’s authorized
|
|
|
|
|
representative installing the Licensed Software and accepting the terms hereof
|
|
|
|
|
in connection therewith.
|
|
|
|
|
|
|
|
|
|
Appendix 1
|
|
|
|
|
|
|
|
|
|
1. Parts of the Licensed Software that are permitted for distribution in object
|
|
|
|
|
code form only ("Redistributables") under this Agreement:
|
|
|
|
|
|
|
|
|
|
- The Licensed Software's essential and add-on libraries
|
|
|
|
|
|
|
|
|
|
- The Licensed Software's configuration tool ("qtconfig")
|
|
|
|
|
|
|
|
|
|
- The Licensed Software's help tool ("Qt Assistant")
|
|
|
|
|
|
|
|
|
|
- The Licensed Software's internationalization tools ("Qt Linguist", "lupdate",
|
|
|
|
|
"lrelease")
|
|
|
|
|
|
|
|
|
|
- The Licensed Software's QML ("Qt Quick") launcher tool ("qmlscene" and
|
|
|
|
|
"qmlviewer")
|
|
|
|
|
|
|
|
|
|
- The Licensed Software's installer framework
|
|
|
|
|
|
|
|
|
|
2. Parts of the Licensed Software that are not permitted for distribution
|
|
|
|
|
include, but are not limited to:
|
|
|
|
|
|
|
|
|
|
- The Licensed Software's source code and header files
|
|
|
|
|
|
|
|
|
|
- The Licensed Software's documentation
|
|
|
|
|
|
|
|
|
|
- The Licensed Software's documentation generation tool ("qdoc")
|
|
|
|
|
|
|
|
|
|
- The Licensed Software's tool for writing makefiles ("qmake")
|
|
|
|
|
|
|
|
|
|
- The Licensed Software's Meta Object Compiler ("moc")
|
|
|
|
|
|
|
|
|
|
- The Licensed Software's User Interface Compiler ("uic" or in the case of Qt Jambi: "juic")
|
|
|
|
|
|
|
|
|
|
- The Licensed Software's Resource Compiler ("rcc")
|
|
|
|
|
|
|
|
|
|
- The Licensed Software's generator (only in the case of Qt Jambi if applicable)
|
|
|
|
|
|
|
|
|
|
- The Licensed Software's parts of the IDE tool ("Qt Creator")
|
|
|
|
|
|
|
|
|
|
- The Licensed Software's Emulator
|
|
|
|
|
|
|
|
|
|
- Build scripts, recipes and other material for creating the
|
|
|
|
|
configuration of Licensed Software and/or 3rd party components, including the
|
|
|
|
|
reference operating system configuration delivered in conjunction with the
|