diff --git a/.QT-ENTERPRISE-LICENSE-AGREEMENT b/.QT-ENTERPRISE-LICENSE-AGREEMENT index 386577c..8d68b15 100644 --- a/.QT-ENTERPRISE-LICENSE-AGREEMENT +++ b/.QT-ENTERPRISE-LICENSE-AGREEMENT @@ -1,48 +1,65 @@ QT LICENSE AGREEMENT -Agreement version 4.3 +Agreement version 4.4.1 This Qt License Agreement ("Agreement") is a legal agreement for the licensing of Licensed Software (as defined below) between The Qt Company (as defined -below) and the Licensee who has accepted the terms of this Agreement by -downloading or using the Licensed Software and/or as defined herein: +below) and the Licensee who has accepted the terms of this Agreement by signing +this Agreement or by downloading or using the Licensed Software or in any other +appropriate means. Capitalized terms used herein are defined in Section 1. WHEREAS: - (A) Licensee wishes to use the Licensed Software for the purpose of - developing and distributing Applications and/or Devices (each as - defined below); and - (B) The Qt Company is willing to grant the Licensee a right to use - Licensed Software for such a purpose pursuant to term and conditions - of this Agreement. + (A) Licensee wishes to use the Licensed Software for the purpose of + developing and distributing Applications and/or Devices (each as defined + below); + (B) The Qt Company is willing to grant the Licensee a right to use Licensed + Software for such a purpose pursuant to term and conditions of this + Agreement; and + (C) Parties wish to enable that their respective Affiliates also can sell + and purchase licenses to serve Licensee Affiliates' needs to use Licensed + Software pursuant to terms of the Agreement. Any such license purchases by + Licensee Affiliates from The Qt Company or its Affiliates will create + contractual relationship directly between the relevant The Qt Company and + the respective ordering Licensee Affiliate "Acceding Agreement"). + Accordingly, Licensee shall not be a party to any such Acceding Agreement, + and no rights or obligations are created to the Licensee thereunder but all + rights and obligations under such Acceding Agreement are vested and borne + solely by the ordering Licensee Affiliate and the relevant The Qt Company + as a contracting parties under such Acceding Agreement. NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS: 1. DEFINITIONS -"Affiliate" of a Party shall mean an entity (i) which is directly -or indirectly controlling such Party; (ii) which is under the same direct or -indirect ownership or control as such Party; or (iii) which is directly or -indirectly owned or controlled by such Party. For these purposes, an entity -shall be treated as being controlled by another if that other entity has fifty -percent (50 %) or more of the votes in such entity, is able to direct its -affairs and/or to control the composition of its board of directors or -equivalent body. +"Affiliate" of a Party shall mean an entity + (i) which is directly or indirectly controlling such Party; + (ii) which is under the same direct or indirect ownership or control as + such Party; or + (iii) which is directly or indirectly owned or controlled by such Party. +For these purposes, an entity shall be treated as being controlled by another +if that other entity has fifty percent (50 %) or more of the votes in such +entity, is able to direct its affairs and/or to control the composition of its +board of directors or equivalent body. "Add-on Products" shall mean The Qt Company's specific add-on software products -(for example Qt Safe Renderer, Qt for Automation, Qt Application Manager), which -are not licensed as part of The Qt Company's standard offering, but shall be -included into the scope of Licensed Software only if so specifically agreed -between the Parties. +which are not licensed as part of The Qt Company's standard product offering, +but shall be included into the scope of Licensed Software only if so +specifically agreed between the Parties. -"Applications" shall mean Licensee's software products created using the -Licensed Software, which may include the Redistributables, or part thereof. +"Agreement Term" shall mean the validity period of this Agreement, as set forth +in Section 12. -"Contractor(s)" shall mean third party consultants, distributors and contractors -performing services to the Licensee under applicable contractual arrangement. +"Applications" shall mean software products created using the Licensed +Software, which include the Redistributables, or part thereof. -"Customer(s)" shall mean Licensee's end users to whom Licensee, directly or -indirectly, distributes copies of the Redistributables. +"Contractor(s)" shall mean third party consultants, distributors and +contractors performing services to the Licensee under applicable contractual +arrangement. + +"Customer(s)" shall mean Licensee's customers to whom Licensee, directly or +indirectly, distributes copies of the Redistributables as integrated or +incorporated into Applications or Devices. "Data Protection Legislation" shall mean the General Data Protection Regulation (EU 2016/679) (GDPR) and any national implementing laws, regulations and @@ -50,44 +67,61 @@ secondary legislation, as may be amended or updated from time to time, as well as any other data protection laws or regulations applicable in relevant territory. -"Deployment Platforms" shall mean operating systems and/or hardware specified -in the License Certificate, on which the Redistributables can be distributed -pursuant to the terms and conditions of this Agreement. +"Deployment Platforms" shall mean target operating systems and/or hardware +specified in the License Certificate, on which the Redistributables can be +distributed pursuant to the terms and conditions of this Agreement. "Designated User(s)" shall mean the employee(s) of Licensee or Licensee's -Affiliates acting within the scope of their employment or Licensee's Contractors -acting within the scope of their services for Licensee and on behalf of -Licensee. Designated Users shall be named in the License Certificate. +Affiliates acting within the scope of their employment or Licensee's +Contractors acting within the scope of their services on behalf of Licensee. "Development License" shall mean the license needed by the Licensee for each Designated User to use the Licensed Software under the license grant described in Section 3.1 of this Agreement. Development Licenses are available per respective Licensed Software products, each product having its designated scope -and purpose of use. Distribution Licenses are always connected to Qt for Device -Creation product and Qt for MCUs product only. +and purpose of use. -"Development Platforms" shall mean those operating systems specified in the -License Certificate, in which the Licensed Software can be used under the -Development License, but not distributed in any form or used for any other purpose. +"Development License Term" shall mean the agreed validity period of the +Development License or QA Tools license during which time the relevant Licensed +Software product can be used pursuant to this Agreement. Agreed Development +License Term, as ordered and paid for by the Licensee, shall be memorialized in +the applicable License Certificate. -"Devices" shall mean hardware devices or products that 1) are manufactured -and/or distributed by the Licensee or its Affiliates or Contractors, and (2)(i) -incorporate or integrate the Redistributables or parts thereof; or (ii) where -the main user interface or substantial functionality of such unit , when used by -a Customer, is provided by Application(s) or otherwise depends on the Licensed -Software, regardless of whether the Redistributables are distributed together -with the hardware or not. Devices covered with this Agreement shall be specified -in Appendix 2 or in a quote. +"Development Platforms" shall mean those host operating systems specified in +the License Certificate, in which the Licensed Software can be used under the +Development License. -"Distribution License(s)" shall mean the license required for any kind of sale, -trade, exchange, loan, lease, rental or other distribution by or on behalf of -Licensee to a third party of Redistributables in connection with Devices -ursuant to license grant described in Section 3.3 of this Agreement. +"Devices" shall mean + (1) hardware devices or products that + i. are manufactured and/or distributed by the Licensee, its Affiliates, + Contractors or Customers, and + ii. incorporate, integrate or link to Applications such that + substantial functionality of such unit, when used by an End User, + is provided by Application(s) or otherwise depends on the Licensed + Software, regardless of whether the Application is developed by + Licensee or its Contractors; or + (2) Applications designed for the hardware devices specified in item (1). -"Distribution License Packs" shall mean set of prepaid Distribution Licenses for -distribution of Redistributables, as defined in The Qt Company's standard price -list, quote, Purchase Order confirmation or in an appendix hereto, as the case -may be. + Devices covered by this Agreement shall be specified in Appendix 2 or in a + quote. + +"Distribution License(s)" shall mean a royalty-bearing license required for any +kind of sale, trade, exchange, loan, lease, rental or other distribution by or +on behalf of Licensee to a third party of Redistributables in connection with +Devices pursuant to license grant described in Section 3.3 of this Agreement. +Distribution Licensed are sold separately for each type of Device respectively +and cannot be used for any type of Devices at Licensee's discretion. + +"Distribution License Packs" shall mean set of prepaid Distribution Licenses +for distribution of Redistributables, as defined in The Qt Company's standard +price list, quote, Purchase Order confirmation or in an Appendix 2 hereto, as +the case may be. + +"End User" shall mean the final end user of the Application or a Device. + +"Evaluation License Term" shall mean a time period specified in the License +Certificate for the Licensee to use the relevant Licensed Software for +evaluation purposes according to Section 3.6 herein. "Intellectual Property Rights" shall mean patents (including utility models), design patents, and designs (whether or not capable of registration), chip @@ -99,136 +133,117 @@ well as any trade secrets. "License Certificate" shall mean a certificate generated by The Qt Company for each Designated User respectively upon them downloading the Licensed Software, which will be available under respective Designated User's Qt Account at -account.qt.io. License Certificates will specify the Designated User, the -Development Platforms, Deployment Platforms and the License Term. Such terms are -considered part of the licenses granted hereunder and shall be updated from time -to time to reflect any agreed changes to the foregoing terms relating to -Designated User's rights to the Licensed Software. +account.qt.io. License Certificates will specify relevant information +pertaining the Licensed Software purchased by Licensee and Designated User's +license to the Licensed Software. "License Fee" shall mean the fee charged to the Licensee for rights granted under the terms of this Agreement. -"License Term" shall mean the agreed validity period of the Development License -of the respective Designated User, during which time the Designated User is -entitled to use the Licensed Software, as set forth in the respective License -Certificate. - -"Licensed Software" shall mean either - (i) Qt for Application Development or - (ii) Qt for Device Creation, and/or - (iii) Qt 3D Studio, and/or - (iv) Qt Design Studio, and/or - (v) Qt for MCUs, and/or - (vi) selected Add-on Products, if any, - -depending on which product(s) the Licensee has purchased under this Agreement, -as well as corresponding online or electronic documentation, associated media -and printed materials, including the source code (where applicable), example -programs and the documentation, licensed to the Licensee under this Agreement. -Licensed Software does not include Third Party Software (as defined in -Section 4) or Open Source Qt. The Qt Company may, in the course of its -development activities, at its free and absolute discretion and without any -obligation to send or publish any notifications to the Licensee or in general, -make changes, additions or deletions in the components and functionalities of -the Licensed Software, provided that no such changes, additions or deletions -will affect the already released version of the Licensed Software, but only -upcoming version(s). +"Licensed Software" shall mean specified product of commercially licensed +version of Qt Software and/or QA Tools defined in Appendix 1 and/or Appendix 3, +which Licensee has purchased and which is provided to Licensee under the terms +of this Agreement. Licensed Software shall include corresponding online or +electronic documentation, associated media and printed materials, including the +source code (where applicable), example programs and the documentation. +Licensed Software does not include Third Party Software (as defined in Section +4) or Open Source Qt. The Qt Company may, in the course of its development +activities, at its free and absolute discretion and without any obligation to +send or publish any notifications to the Licensee or in general, make changes, +additions or deletions in the components and functionalities of the Licensed +Software, provided that no such changes, additions or deletions will affect +the already released version of the Licensed Software, but only upcoming +version(s). "Licensee" shall mean the individual or legal entity that is party to this -Agreement, as identified on the signature page hereof. +Agreement. -"Licensee's Records" shall mean books and records that are likely to contain -information bearing on Licensee's compliance with this Agreement, Licensee's use -of Open Source Qt and/or the payments due to The Qt Company under this -Agreement, including, but not limited to user information, assembly logs, sales -records and distribution records. +"Licensee's Records" shall mean books and records that contain information +bearing on Licensee's compliance with this Agreement, Licensee's use of Open +Source Qt and/or the payments due to The Qt Company under this Agreement, +including, but not limited to user information, assembly logs, sales records +and distribution records. "Modified Software" shall have the meaning as set forth in Section 2.3. -"Online Services" shall mean any services or access to systems made available by -The Qt Company to the Licensee over the Internet relating to the Licensed +"Online Services" shall mean any services or access to systems made available +by The Qt Company to the Licensee over the Internet relating to the Licensed Software or for the purpose of use by the Licensee of the Licensed Software or Support. Use of any such Online Services is discretionary for the Licensee and some of them may be subject to additional fees. -"Open Source Qt" shall mean the non-commercial Qt computer software products, -licensed under the terms of the GNU Lesser General Public License, version 2.1 -or later ("LGPL") or the GNU General Public License, version 2.0 or later -("GPL"). For clarity, Open Source Qt shall not be provided nor governed under -this Agreement. +"Open Source Qt" shall mean Qt Software available under the terms of the GNU +Lesser General Public License, version 2.1 or later ("LGPL") or the GNU General +Public License, version 2.0 or later ("GPL"). For clarity, Open Source Qt shall +not be provided, governed or used under this Agreement. "Party" or "Parties" shall mean Licensee and/or The Qt Company. -"Permitted Combination" shall have the meaning as set forth in Section -3.4(viii). +"Permitted Software" shall mean (i) third party open source software products +that are generally available for public in source code form and free of any +charge under any of the licenses approved by Open Source Initiative as listed +on https://opensource.org/licenses, which may include parts of Open Source Qt +or be developed using Open Source Qt; and (ii) software The Qt Company has made +available via its Qt Marketplace online distribution channel. "Pre-Release Code" shall have the meaning as set forth in Section 4. -"Prohibited Combination" shall mean any means to (i) use, combine, incorporate, +"Prohibited Combination" shall mean any effort to use, combine, incorporate, link or integrate Licensed Software with any software created with or -incorporating Open Source Qt, (ii) use Licensed Software for creation of any -software created with or incorporating Open Source Qt, or (iii) incorporate or -integrate Applications into a hardware device or product other than a Device. +incorporating Open Source Qt, or use Licensed Software for creation of any such +software. -"Qt 3D Studio" shall mean The Qt Company's productized offering, which consist -of all versions of modules and tools as set forth in Appendix 1. +"Purchase Order" shall have the meaning as set forth in Section 10.2. -"Qt Design Studio" shall mean The Qt Company's productized offering, which -consist of all versions of modules and tools as set forth in Appendix 1. +"QA Tools" shall mean software libraries and tools as defined in Appendix 1 +depending on which product(s) the Licensee has purchased under the Agreement. -"Qt for Application Development" shall mean The Qt Company's productized -offering, which consist of all versions of modules and tools as set forth in -Appendix 1. - -"Qt for Device Creation" shall mean The Qt Company's productized offering, -which consist of all versions of modules and tools as set forth in Appendix 1. - -"Qt for MCUs" shall mean The Qt Company's productized offering, which consist -of all versions of modules and tools as set forth in Appendix 1. +"Qt Software" shall mean the software libraries and tools of The Qt Company, +which The Qt Company makes available under commercial and/or open source +licenses. "Redistributables" shall mean the portions of the Licensed Software set forth in Appendix 1 that may be distributed pursuant to the terms of this Agreement -in object code form only, including any relevant documentation. Where -relevant, any reference to Licensed Software in this Agreement shall include -and refer also to Redistributables. +in object code form only, including any relevant documentation. Where relevant, +any reference to Licensed Software in this Agreement shall include and refer +also to Redistributables. -"Renewal Term" shall mean an extension of previous License Term as agreed -between the Parties. +"Renewal Term" shall mean an extension of previous Development License Term as +agreed between the Parties. "Submitted Modified Software" shall have the meaning as set forth in Section 2.3. "Support" shall mean standard developer support that is provided by The Qt Company to assist Designated Users in using the Licensed Software in accordance -with The Qt Company's standard support terms available at -https://www.qt.io/terms-conditions/ and as further defined in Section 8 -hereunder. +with this Agreement and the Support Terms. + +"Support Terms" shall mean The Qt Company's standard support terms specified in +Appendix 9 hereto. "Taxes" shall have the meaning set forth in Section 10.5. -"Term" shall have the meaning set forth in Section 12. - "The Qt Company" shall mean: - (i) in the event Licensee is an individual residing in the United States - or a legal entity incorporated in the United States or having its - headquarters in the United States, The Qt Company Inc., a - Delaware corporation with its office at 2350 Mission College Blvd., - Suite 1020, Santa Clara, CA 95054, USA.; or - (ii) in the event the Licensee is an individual residing outside of the - United States or a legal entity incorporated outside of the United - States or having its registered office outside of the United States, - The Qt Company Ltd., a Finnish company with its registered office - at Bertel Jungin aukio D3A, 02600 Espoo, Finland. + (i) in the event Licensee is an individual residing in the United States or + a legal entity incorporated in the United States or having its + headquarters in the United States, The Qt Company Inc., a Delaware + corporation with its office at 3031 Tisch Way, 110 Plaza West, + San Jose, CA 95128, USA.; or + (ii) in the event the Licensee is an individual residing outside of the + United States or a legal entity incorporated outside of the United + States or having its registered office outside of the United States, + The Qt Company Ltd., a Finnish company with its registered office at + Miestentie 7, 02150 Espoo, Finland. "Third-Party Software" shall have the meaning set forth in Section 4. "Updates" shall mean a release or version of the Licensed Software containing -bug fixes, error corrections and other changes that are generally made available -to users of the Licensed Software that have contracted for Support. Updates are -generally depicted as a change to the digits following the decimal in the -Licensed Software version number. The Qt Company shall make Updates available to -the Licensee under the Support. Updates shall be considered as part of the -Licensed Software hereunder. +bug fixes, error corrections and other changes that are generally made +available to users of the Licensed Software that have contracted for Support. +Updates are generally depicted as a change to the digits following the decimal +in the Licensed Software version number. The Qt Company shall make Updates +available to the Licensee under the Support. Updates shall be considered as +part of the Licensed Software hereunder. "Upgrades" shall mean a release or version of the Licensed Software containing enhancements and new features and are generally depicted as a change to the @@ -239,38 +254,45 @@ of the Licensed Software hereunder. 2. OWNERSHIP 2.1. Ownership of The Qt Company -The Licensed Software is protected by copyright laws and international copyright -treaties, as well as other intellectual property laws and treaties. The Licensed -Software is licensed, not sold. + +The Licensed Software is protected by copyright laws and international +copyright treaties, as well as other intellectual property laws and treaties. +The Licensed Software is licensed, not sold. All of The Qt Company's Intellectual Property Rights are and shall remain the -exclusive property of The Qt Company or its licensors respectively. +exclusive property of The Qt Company or its licensors respectively. No rights +to The Qt Company's Intellectual Property Rights are assigned or granted to +Licensee under this Agreement, except when and to the extent expressly +specified herein. 2.2. Ownership of Licensee + All the Licensee's Intellectual Property Rights are and shall remain the exclusive property of the Licensee or its licensors respectively. -All Intellectual Property Rights to the Modified Software, Applications and Devices -shall remain with the Licensee and no rights thereto shall be granted by the -Licensee to The Qt Company under this Agreement (except as set forth in Section -2.3 below). +All Intellectual Property Rights to the Modified Software, Applications and +Devices shall remain with the Licensee and no rights thereto shall be granted +by the Licensee to The Qt Company under this Agreement (except as set forth in +Section 2.3 below). 2.3. Modified Software + Licensee may create bug-fixes, error corrections, patches or modifications to the Licensed Software ("Modified Software"). Such Modified Software may break -the source or binary compatibility with the Licensed Software (including without -limitation through changing the application programming interfaces ("API") or by -adding, changing or deleting any variable, method, or class signature in the -Licensed Software and/or any inter-process protocols, services or standards in -the Licensed Software libraries). To the extent that Licensee's Modified -Software so breaks source or binary compatibility with the Licensed Software, -Licensee acknowledges that The Qt Company's ability to provide Support may be -prevented or limited and Licensee's ability to make use of Updates may be restricted. +the source or binary compatibility with the Licensed Software (including +without limitation through changing the application programming interfaces +("API") or by adding, changing or deleting any variable, method, or class +signature in the Licensed Software and/or any inter-process protocols, +services or standards in the Licensed Software libraries). To the extent that +Licensee's Modified Software so breaks source or binary compatibility with the +Licensed Software, Licensee acknowledges that The Qt Company's ability to +provide Support may be prevented or limited and Licensee's ability to make use +of Updates may be restricted. Licensee may, at its sole and absolute discretion, choose to submit Modified Software to The Qt Company ("Submitted Modified Software") in connection with -Licensee's Support request, service request or otherwise. In the event Licensee -does so, then, Licensee hereby grants The Qt Company a sublicensable, +Licensee's Support request, service request or otherwise. In the event +Licensee does so, then, Licensee hereby grants The Qt Company a sublicensable, assignable, irrevocable, perpetual, worldwide, non-exclusive, royalty-free and fully paid-up license, under all of Licensee's Intellectual Property Rights, to reproduce, adapt, translate, modify, and prepare derivative works of, publicly @@ -281,181 +303,222 @@ discretion. 3. LICENSES GRANTED 3.1. Development with Licensed Software + Subject to the terms of this Agreement, The Qt Company grants to Licensee a -worldwide, non-exclusive, non-transferable license, valid for the License Term, -to use, modify and copy the Licensed Software by Designated Users on the -Development Platforms for the sole purposes of designing, developing, -demonstrating and testing Application(s) and/or Devices, and to provide thereto -related support and other related services to end-user Customers. Each -Application and/or Device can only include, incorporate or integrate code -generated under this Agreement 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). +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). Licensee may install copies of the Licensed Software on five (5) computers per Designated User, provided that only the Designated Users who have a valid Development License may use the Licensed Software. Licensee may at any time designate another Designated User to replace a -then-current Designated User by notifying The Qt Company in writing, provided -that any Designated User may be replaced only once during any six-month period. +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 License Term, the respective License Terms -shall be automatically extended to one or more Renewal Term(s), unless and -until either Party notifies the other Party in writing, or any other method -acceptable to The Qt Company, that it does not wish to continue the License -Term, such notification to be provided to the other Party no less than thirty -(30) days before expiry of the respective License Term. - -Unless otherwise agreed between the Parties, Renewal Term shall be of equal -length with the initial License Term. +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 -pricing applicable at the commencement date of any such Renewal Term. - -Any price or other term specified for a Renewal Term shall be valid only for the -specified time. +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. The Qt Company may either request the Licensee to place a purchase order -corresponding to a quote by The Qt Company, or uses Licensees stored Credit -Card information in the QtAccount to automatically charge the Licensee for the +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 relevant Renewal Term. -In the event Licensee does not prevent auto-renewal pursuant the above, but a -Renewal Term is nevertheless not duly ordered within 30 days from the date of -the respective notification from The Qt Company and/or the respective License -Fee paid by due date specified in The Qt Company's respective invoice, The Qt -Company shall apply a reinstatement fee equal to ten percent (10 %) of the -total value of the License Fees of the Development Licenses for the expired -term to be added to the License Fee of the respective Renewal Term. - -In the event Licensee chooses not to renew a Development License for a Renewal -Term by notifying The Qt Company thereof no less than thirty (30) days before -expiry of the respective License Term, Licensee may still reinstate such -expired Development Licenses for a Renewal Term subject to applicable renewal -Term License Fees until thirty (30) days from the expiry of the initially -agreed License Term or preceding Renewal Term. After such thirty (30) day -period a Development License shall be subject to applicable License Fees for -a new Development License and not any Renewal Term License Fees. - 3.2. Distribution of Applications -Subject to the terms of this Agreement, The Qt Company grants to Licensee -a worldwide, non-exclusive, non-transferable, revocable (for cause pursuant to -this Agreement) right and license, valid for the Term, to - (i) distribute, by itself or through its Contractors, Redistributables as - installed, incorporated or integrated into Applications for execution - on the Deployment Platforms, and - (ii) grant sublicenses to Redistributables, as distributed hereunder, for - Customers solely for Customer's internal use and to the extent - necessary in order for the Customers to use the Applications for their - respective intended purposes. -Right to distribute the Redistributables as part of an Application as provided -herein is not royalty-bearing but is conditional upon the Licensee not having -any unpaid License Fees for Development Licenses owed to The Qt Company at the -time of distribution of any Redistributables to Customers. - -3.3. Distribution of Devices Subject to the terms of this Agreement, The Qt Company grants to Licensee a worldwide, non-exclusive, non-transferable, revocable (for cause pursuant to -this Agreement) right and license, valid for the Term, to - (i) distribute, by itself or through one or more tiers of Contractors, - Redistributables as installed, incorporated or integrated, or intended - to be installed, incorporated or integrated into Devices for execution - on the Deployment Platforms, and - (ii) grant sublicenses to Redistributables, as distributed hereunder, for - Customers solely for Customer's internal use and to the extent - necessary in order for the Customers to use the Devices for their - respective intended purposes. +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. -Right to distribute the Redistributables with Devices as provided herein is -conditional upon the Licensee (i) not having any unpaid License Fees for -Development Licenses owed to The Qt Company, and (ii) having purchased and paid -corresponding Distribution Licenses at the time of distribution of any -Redistributables to Customers. +Right to distribute the Redistributables as part of an Application as provided +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. + +3.3. Distribution of Devices + +Subject to the terms of this Agreement, The Qt Company grants to Licensee a +worldwide, non-exclusive, non-transferable, revocable (for cause pursuant to +this Agreement), right and license, valid for the 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. 3.4. Further Requirements + The licenses granted above in this Section 3 by The Qt Company to Licensee are conditional and subject to Licensee's compliance with the following terms: - (i) Licensee shall not remove or alter any copyright, trademark or other - proprietary rights notice(s) contained in any portion of the Licensed - Software; - (ii) Applications must add primary and substantial functionality to the - Licensed Software so as not to compete with the Licensed Software; - (iii) Applications may not pass on functionality which in any way makes it - possible for others to create software with the Licensed Software; - provided however that Licensee may use the Licensed Software's - scripting and QML ("Qt Quick") functionality solely in order to - enable scripting, themes and styles that augment the functionality - and appearance of the Application(s) without adding primary and - substantial functionality to the Application(s); - (iv) Licensee shall not use Licensed Software in any manner or for any - purpose that infringes, misappropriates or otherwise violates any - Intellectual property or right of any third party, or that violates - any applicable law; - (v) Licensee shall not use The Qt Company's or any of its suppliers' - names, logos, or trademarks to market Applications, except that - Licensee may use "Built with Qt" logo to indicate that - Application(s) was developed using the Licensed Software; - (vi) Licensee shall not distribute, sublicense or disclose source code - of Licensed Software to any third party (provided however that - Licensee may appoint employee(s) of Contractors as Designated - Users to use Licensed Software pursuant to this Agreement). Such - right may be available for the Licensee subject to a separate - software development kit ("SDK") license agreement to be concluded - with The Qt Company; - (vii) Licensee shall not grant the Customers a right to (i) make copies of - the Redistributables except when and to the extent required to use the - Applications and/or Devices for their intended purpose, (ii) modify - the Redistributables or create derivative works thereof, (iii) - decompile, disassemble or otherwise reverse engineer Redistributables, - or (iv) redistribute any copy or portion of the Redistributables to - any third party, except as part of the onward sale of the Device on - which the Redistributables are installed; - (viii) Licensee shall not and shall cause that its Affiliates or - Contractors shall not use Licensed Software in any Prohibited - Combination, unless Licensee has received an advance written - permission from The Qt Company to do so. Absent such written - permission, any and all distribution by the Licensee during the Term - of a hardware device or product a) which incorporate or integrate any - part of Licensed Software or Open Source Qt; or b) where the main - user interface or substantial functionality is provided by software - built with Licensed Software or Open Source Qt or otherwise depends - on the Licensed Software or Open Source Qt, shall be considered to be - Device distribution under this Agreement and shall be dependent on - Licensee's compliance thereof (including but not limited to - obligation to pay applicable License Fees for such distribution). - Notwithstanding what is provided above in this sub-section (viii), - Licensee is entitled to use and combine Licensed Software with any - Permitted Software; - (ix) Licensee shall cause all of its Affiliates and Contractors entitled - to make use of the licenses granted under this Agreement, to be - contractually bound to comply with the relevant terms of this - Agreement and not to use the Licensed Software beyond the terms - hereof and for any purposes other than operating within the scope - of their services for Licensee. Licensee shall be responsible for - any and all actions and omissions of its Affiliates and Contractors - relating to the Licensed Software and use thereof (including but not - limited to payment of all applicable License Fees); - (x) Except when and to the extent explicitly provided in this Section 3, - Licensee shall not transfer, publish, disclose, display or otherwise - make available the Licensed Software; and - (xi) Licensee shall not attempt or enlist a third party to conduct or - attempt to conduct any of the above. + (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. Above terms shall not be applicable if and to the extent they conflict with any mandatory provisions of any applicable laws. + Any use of Licensed Software beyond the provisions of this Agreement is strictly prohibited and requires an additional license from The Qt Company. +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. + 4. THIRD-PARTY SOFTWARE -The Licensed Software may provide links to third party libraries or code -(collectively "Third-Party Software") to implement various functions. -Third-Party Software does not comprise part of the Licensed Software. In some -cases, access to Third-Party Software may be included with the Licensed -Software. Such Third-Party Software will be listed in the ".../src/3rdparty" +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" 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 @@ -464,68 +527,66 @@ applicable license terms of applicable third-party right holders. 5. PRE-RELEASE CODE The Licensed Software may contain pre-release code and functionality, or sample -code marked or otherwise stated with appropriate designation such as "Technology -Preview", "Alpha", "Beta", "Sample" etc. ("Pre-Release Code"). +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. +Such Pre-Release Code may be present complimentary for the Licensee, in order +to provide experimental support or information for new platforms or +preliminary versions of one or more new functionalities or for other similar +reasons. The Pre-Release Code may not be at the level of performance and +compatibility of a final, generally available, product offering. The +Pre-Release Code may not operate correctly, may contain errors and may be +substantially modified by The Qt Company prior to the first commercial +product release, if any. The Qt Company is under no obligation to make +Pre-Release Code commercially available, or provide any Support or Updates +relating thereto. The Qt Company assumes no liability whatsoever regarding +any Pre-Release Code, but any use thereof is exclusively at Licensee's own risk +and expense. -For clarity, unless Licensed Software specifies different license terms for -the respective Pre-Release Code, the Licensee is entitled to use such -pre-release code pursuant to Section 3, just like other Licensed Software, -provided however that in the event Add-on Products are included and available -as such Pre-Release Code, Licensee's right to use such Add-on Products is -nevertheless subject to and conditional upon conclusion of separate agreement -with The Qt Company. +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. 6. LIMITED WARRANTY AND WARRANTY DISCLAIMER -The Qt Company hereby represents and warrants that it has the power and +The Qt Company hereby represents and warrants that (i) it has the power and authority to grant the rights and licenses granted to Licensee under this -Agreement. +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. +Except as set forth above, the Licensed Software is licensed to Licensee "as +is" and Licensee's exclusive remedy and The Qt Company's entire liability for +errors in the Licensed Software shall be limited, at The Qt Company's option, +to correction of the error, replacement of the Licensed Software or return of +the applicable fees paid for the defective Licensed Software for the time +period during which the License is not able to utilize the Licensed Software +under the terms of this Agreement. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE QT COMPANY ON BEHALF OF ITSELF AND ITS LICENSORS, SUPPLIERS AND AFFILIATES, DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND -NON-INFRINGEMENT WITH REGARD TO THE LICENSED SOFTWARE. THE QT COMPANY DOES -NOT WARRANT THAT THE LICENSED SOFTWARE WILL SATISFY LICENSEE'S REQUIREMENTS OR -THAT IT WILL OPERATE WITHOUT DEFECT OR ERROR OR THAT THE OPERATION THEREOF -WILL BE UNINTERRUPTED. +NON-INFRINGEMENT WITH REGARD TO THE LICENSED SOFTWARE. THE QT COMPANY DOES NOT +WARRANT THAT THE LICENSED SOFTWARE WILL SATISFY LICENSEE'S REQUIREMENTS OR THAT +IT WILL OPERATE WITHOUT DEFECT OR ERROR OR THAT THE OPERATION THEREOF WILL BE +UNINTERRUPTED. -7. INDEMNIFICATION AND LIMITATION OF LIABILITY +7. LIMITATION OF LIABILITY -7.1. Limitation of Liability -EXCEPT FOR (I) CASES OF GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, AND (II) +EXCEPT FOR (I) CASES OF GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, AND (II) BREACH OF CONFIDENTIALITY, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOSS OF PROFIT, LOSS OF DATA, LOSS OF BUSINESS OR GOODWILL OR ANY OTHER INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE COST, DAMAGES OR EXPENSE OF ANY KIND, HOWSOEVER ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT. -EXCEPT FOR (I) CASES OF GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, AND (II) +EXCEPT FOR (I) CASES OF GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, AND (II) BREACH OF CONFIDENTIALITY, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO -EVENT SHALL EITHER PARTY'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED -THE AGGREGATE LICENSE FEES PAID OR PAYABLE TO THE QT COMPANY FROM LICENSEE -DURING THE PERIOD OF TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT -RESULTING IN SUCH LIABILITY. +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. 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 @@ -533,55 +594,54 @@ LIMITATIONS SET FORTH HEREIN IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, LICENSEE SHALL -ALWAYS BE LIABLE TO PAY THE APPLICABLE LICENSE FEES CORRESPONDING TO ITS ACTUAL -USE OF LICENSED SOFTWARE. +ALWAYS BE LIABLE TO PAY THE APPLICABLE LICENSE FEES CORRESPONDING TO ITS +ACTUAL USE OF LICENSED SOFTWARE. 8. SUPPORT, UPDATES AND ONLINE SERVICES Upon due payment of the agreed License Fees the Licensee will be eligible to -receive Support and Updates and to use the Online Services during the License -Term, provided, however, that in the event the License Term is longer than 36 -months, the initial payment includes Support for only the first 12 months, -unless the Parties specifically otherwise agree. +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. -Unless otherwise decided by The Company at its free and absolute discretion, +Unless otherwise decided by The Qt Company at its free and absolute discretion, Upgrades will not be included in the Support but may be available subject to additional fees. -From time to time The Qt Company may change the Support terms, provided that -during the respective ongoing License Term the level of Support provided by The -Qt Company may not be reduced without the consent of the Licensee. +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. Unless otherwise agreed, The Qt Company shall not be responsible for providing any service or support to Customers. 9. CONFIDENTIALITY -Each Party acknowledges that during the Term of this Agreement each Party may -receive information about the other Party's business, business methods, -business plans, customers, business relations, technology, and other -information, including the terms of this Agreement, that is confidential and -of great value to the other Party, and the value of which would be -significantly reduced if disclosed to third parties ("Confidential -Information"). Accordingly, when a Party (the "Receiving Party") receives -Confidential Information from the other Party (the "Disclosing Party"), the -Receiving Party shall only disclose such information to employees and -Contractors on a need to know basis, and shall cause its employees and -employees of its Affiliates to: (i) maintain any and all Confidential -Information in confidence; (ii) not disclose the Confidential Information to -a third party without the Disclosing Party's prior written approval; and (iii) -not, directly or indirectly, use the Confidential Information for any purpose -other than for exercising its rights and fulfilling its responsibilities -pursuant to this Agreement. Each Party shall take reasonable measures to -protect the Confidential Information of the other Party, which measures shall -not be less than the measures taken by such Party to protect its own -confidential and proprietary information. +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. Obligation of confidentiality shall not apply to information that (i) is or becomes generally known to the public through no act or omission of the -Receiving Party; (ii) was in the Receiving Party's lawful possession prior -to the disclosure hereunder and was not subject to limitations on disclosure -or use; (iii) is developed independently by employees or Contractors of the +Receiving Party; (ii) was in the Receiving Party's lawful possession prior to +the disclosure hereunder and was not subject to limitations on disclosure or +use; (iii) is developed independently by employees or Contractors of the Receiving Party or other persons working for the Receiving Party who have not had access to the Confidential Information of the Disclosing Party, as proven by the written records of the Receiving Party; (iv) is lawfully disclosed to @@ -595,721 +655,1323 @@ Information to the minimum extent necessary. The obligations under this Section 9 shall continue to remain in force for a period of five (5) years after the last disclosure, and, with respect to trade -secrets, for so long as such trade secrets are protected under applicable -trade secret laws. +secrets, for so long as such trade secrets are protected under applicable trade +secret laws. 10. FEES, DELIVERY AND PAYMENT 10.1. License Fees -License Fees are described in The Qt Company's standard price list, quote or -Purchase Order confirmation or in an appendix hereto, as the case may be. -The License Fees shall not be refunded or claimed as a credit in any event or -for any reason whatsoever. +License Fees are described in The Qt Company's standard price list, quote or +Purchase Order confirmation or in an Appendix 2 hereto, as the case may be. + +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. 10.2. Ordering Licenses -Licensee may purchase Development Licenses and Distribution Licenses pursuant -to agreed pricing terms or, if no specific pricing terms have been agreed -upon, at The Qt Company's standard pricing terms applicable at the time of -purchase. Unless specifically otherwise provided, any pricing terms -referenced in this Agreement shall be valid for twelve (12) months from the -date of this Agreement. + +Licensee 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. 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. +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. 10.3. Distribution License Packs + Unless otherwise agreed, Distribution Licenses shall be purchased by way of Distribution License Packs. -Upon due payment of the ordered Distribution License Pack(s), the Licensee -will have an account of Distribution Licenses available for distributing -the Redistributables in accordance with this Agreement. +Upon due payment of the ordered Distribution License Pack(s), the Licensee will +have an account of Distribution Licenses available for distributing the +Redistributables in accordance with this Agreement. Each time Licensee distributes a copy of Redistributables, then one -Distribution License is used, and Licensee's account of available -Distribution Licenses is decreased accordingly. +Distribution License is used, and Licensee's account of available Distribution +Licenses is decreased accordingly. -Licensee may distribute copies of the Redistributables so long as Licensee -has Distribution Licenses remaining on its account. +Licensee may distribute copies of the Redistributables so long as Licensee has +Distribution Licenses remaining on its account. 10.4. Payment Terms + License Fees and any other charges under this Agreement shall be paid by -Licensee no later than thirty (30) days from the date of the applicable -invoice from The Qt Company. +Licensee no later than thirty (30) days from the date of the applicable invoice +from The Qt Company. The Qt Company will submit an invoice to Licensee after the date of this Agreement and/or after The Qt Company receives a Purchase Order from Licensee. A late payment charge of the lower of (a) one percent per month; or (b) the interest rate stipulated by applicable law, shall be charged on any unpaid -balances that remain past due. +balances that remain past due and which have not been disputed by the Licensee +in good faith. 10.5. Taxes + All License Fees and other charges payable hereunder are gross amounts but -exclusive of any value added tax, use tax, sales tax, withholding tax and -other taxes, duties or tariffs ("Taxes") levied directly for the sale, -delivery or use of Licensed Software hereunder pursuant to any applicable -law. Such applicable Taxes shall be paid by Licensee to The Qt Company, or, -where applicable, in lieu of payment of such Taxes to The Qt Company, -Licensee shall provide an exemption certificate to The Qt Company and any -applicable authority. +exclusive of any value added tax, use tax, sales tax, withholding tax and other +taxes, duties or tariffs ("Taxes") levied directly for the sale, delivery or +use of Licensed Software hereunder pursuant to any applicable law. Such +applicable Taxes shall be paid by Licensee to The Qt Company, or, where +applicable, in lieu of payment of such Taxes to The Qt Company, Licensee shall +provide an exemption certificate to The Qt Company and any applicable +authority. 11. RECORD-KEEPING AND REPORTING OBLIGATIONS; AUDIT RIGHTS 11.1. Licensee's Record-keeping -Licensee shall at all times during the Term of this Agreement and for a -period of seven (7) years thereafter maintain Licensee's Records in an -accurate and up-to-date form. Licensee's Records shall be adequate to -reasonably enable The Qt Company to determine Licensee's compliance with -the provisions of this Agreement. The records shall conform to general -good accounting practices. -Licensee shall, within thirty (30) days from receiving The Qt Company's -request to that effect, deliver to The Qt Company a report based on -Licensee's Records, such report to contain information, in sufficient -detail, on (i) number and identity of users working with Licensed Software -or Open Source Qt, (ii) copies of Redistributables distributed by Licensee -during the most recent calendar quarter and/or any other term specified by -The Qt Company, (iii) number of undistributed copies of Redistributables -and corresponding number of unused Distribution Licenses remaining on -Licensee's account, and (iv) any other information as The Qt Company may -reasonably require from time to time. +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. 11.2. The Qt Company's Audit Rights -The Qt Company or an independent auditor acting on behalf of The Qt -Company's, may, upon at least five (5) business days' prior written -notice and at its expense, audit Licensee with respect to the Licensee's -use of the Licensed Software, but not more frequently than once during -each 6-month period. Such audit may be conducted by mail, electronic means -or through an in-person visit to Licensee's place of business. Any such -in-person audit shall be conducted during regular business hours at -Licensee's facilities and shall not unreasonably interfere with Licensee's -usiness activities. The Qt Company or the independent auditor acting on -behalf of The Qt Company shall be entitled to inspect Licensee's Records -and conduct necessary interviews of Licensee's relevant employees and -Contractors. All such Licensee's Records and use thereof shall be subject -to an obligation of confidentiality under this Agreement. -If an audit reveals that Licensee is using the Licensed Software beyond -scope of the licenses Licensee has paid for, Licensee agrees to pay The Qt -Company any amounts owed for such unauthorized use within 30 days from -receipt of the corresponding invoice from The Qt Company. +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. -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. +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. 12. TERM AND TERMINATION -12.1. Agreement Term -This Agreement shall enter into force upon due acceptance by both -Parties and remain in force for as long as there is any Development -License(s) purchased under this Agreement in force ("Term"), unless and -until terminated pursuant to the terms of this Section 12. -12.2. Termination and suspension of rights -Either Party shall have the right to terminate this Agreement upon thirty -(30) days prior written notice if the other Party commits a material -breach of any obligation of this Agreement and fails to remedy such breach -within such notice period. +12.1. Agreement Term + +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. Instead of termination, The Qt Company shall have the right to suspend or -withhold grants of all rights to the Licensed Software hereunder, -including but not limited to the Development Licenses, Distribution -License, and Support, should Licensee fail to make payment in timely -fashion or otherwise violates or is reasonably suspected to violate its -obligations or terms of this Agreement, and where such violation or breach -is not cured within five (5) business days following The Qt Company's -written notice thereof. +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. Mutual Right to Terminate -Either Party shall have the right to terminate this Agreement immediately -upon written notice in the event that the other Party becomes insolvent, -files for any form of bankruptcy, makes any assignment for the benefit of -creditors, has a receiver, administrative receiver or officer appointed -over the whole or a substantial part of its assets, ceases to conduct -business, or an act equivalent to any of the above occurs under the laws -of the jurisdiction of the other Party. +12.3. 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. 12.4. Parties' Rights and Duties upon Termination -Upon expiry or termination of the Agreement, Licensee shall cease and -shall cause all Designated Users (including those of its Affiliates' and -Contractors') to cease using the Licensed Software and distribution of the -Redistributables under this Agreement. -Notwithstanding the above, in the event the Agreement expires or is terminated: - (i) as a result of The Qt Company choosing not to renew the Development - License(s) as set forth in Section 3.1, and where such decision of - non-renewal is not due to any ongoing breach or alleged breach (as - reasonably determined by The Qt Company) by Licensee of the terms of this - Agreement or any applicable license terms of Open Source Qt, then all valid - licenses possessed by the Licensee at such date shall be extended to be - valid in perpetuity under the terms of this Agreement and Licensee is - entitled to purchase additional licenses as set forth in Section 10.2; or - (ii) for reason other than by The Qt Company pursuant to item (i) above - or pursuant to Section 12.2, then the Licensee is entitled, for a - period of six (6) months after the effective date of termination, - to continue distribution of Devices under the Distribution Licenses - paid but unused at such effective date of termination. +Upon 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 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. +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. 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). +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. -12.5. Extension in case of bankruptcy -In the event The Qt Company is declared bankrupt under a final, -non-cancellable decision by relevant court of law, and this Agreement is not, -at the date of expiry of the Development License(s) pursuant to Section 3.1, -assigned to party, who has assumed The Qt Company's position as a legitimate -licensor of Licensed Software under this Agreement, then all valid licenses -possessed by the Licensee at such date of expiry, and which the Licensee has -not notified for expiry, shall be extended to be valid in perpetuity under the -terms of this Agreement. +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. 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. + (i) this Agreement shall be construed and interpreted in accordance with + the laws of the State of California, USA, excluding its choice of law + provisions; + (ii) the United Nations Convention on Contracts for the International Sale + of Goods will not apply to this Agreement; and + (iii) any dispute, claim or controversy arising out of or relating to this + Agreement or the breach, termination, enforcement, interpretation or + validity thereof, including the determination of the scope or + applicability of this Agreement to arbitrate, shall be determined by + arbitration in San Francisco, USA, before one arbitrator. The + arbitration shall be administered by JAMS pursuant to JAMS' Streamlined + Arbitration Rules and Procedures. Judgment on the Award may be entered + in any court having jurisdiction. This Section shall not preclude + parties from seeking provisional remedies in aid of arbitration from a + court of appropriate jurisdiction. In the event this Agreement is in the name of The Qt Company Ltd., a Finnish Company, then: - (i) this Agreement shall be construed and interpreted in accordance with - the laws of Finland, excluding its choice of law provisions; - (ii) the United Nations Convention on Contracts for the International - Sale of Goods will not apply to this Agreement; and - (iii) any disputes, controversy or claim arising out of or relating to - this Agreement, or the breach, termination or validity thereof shall - be finally settled by arbitration in accordance with the Arbitration - Rules of Finland Chamber of Commerce. The arbitration tribunal shall - consist of one (1), or if either Party so requires, of three (3), - arbitrators. The award shall be final and binding and enforceable in - any court of competent jurisdiction. The arbitration shall be held - in Helsinki, Finland and the process shall be conducted in the - English language. This Section shall not preclude parties from - seeking provisional remedies in aid of arbitration from a court of - appropriate jurisdiction. + (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. 14. GENERAL PROVISIONS 14.1. No Assignment + Except in the case of a merger or sale of substantially all of its corporate -assets, Licensee shall not be entitled to assign or transfer all or any of -its rights, benefits and obligations under this Agreement without the prior -written consent of The Qt Company, which shall not be unreasonably withheld -or delayed. The Qt Company shall be entitled to freely assign or transfer any -of its rights, benefits or obligations under this Agreement. +assets, Licensee shall not be entitled to assign or transfer all or any of its +rights, benefits and obligations under this Agreement without the prior written +consent of The Qt Company, which shall not be unreasonably withheld or delayed. +The Qt Company shall be entitled to freely assign or transfer any of its +rights, benefits or obligations under this Agreement. 14.2. No Third-Party Representations + Licensee shall make no representations or warranties concerning the Licensed Software on behalf of The Qt Company. Any representation or warranty Licensee -makes or purports to make on The Qt Company's behalf shall be void as to The -Qt Company. +makes or purports to make on The Qt Company's behalf shall be void as to +The Qt Company. 14.3. Surviving Sections + Any terms and conditions that by their nature or otherwise reasonably should survive termination of this Agreement shall so be deemed to survive. Such sections include especially the following: 1, 2, 6, 7, 9, 11, 12.4, 13 and 14. 14.4. Entire Agreement -This Agreement, the exhibits hereto, the License Certificate and any -applicable Purchase Order accepted by The Qt Company constitute the complete -agreement between the Parties and supersedes all prior or contemporaneous -discussions, representations, and proposals, written or oral, with respect -to the subject matters discussed herein. + +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. 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. +Purchase Order, the terms of this Agreement will prevail over the terms of the +Purchase Order with respect to such conflict or inconsistency. -Parties specifically acknowledge and agree that this Agreement prevails -over any click-to-accept or similar agreements the Designated Users may -need to accept online upon download of the Licensed Software, as may be -required by The Qt Company's applicable processes relating to Licensed -Software. +Parties specifically acknowledge and agree that this Agreement prevails over +any click-to-accept or similar agreements the Designated Users may need to +accept online upon download of the Licensed Software, as may be required by +The Qt Company's applicable processes relating to Licensed Software. 14.5. Modifications + No modification of this Agreement shall be effective unless contained in a writing executed by an authorized representative of each Party. No term or condition contained in Licensee's Purchase Order ("Deviating Terms") shall apply unless The Qt Company has expressly agreed such Deviating Terms in -writing. Unless and to the extent expressly agreed by The Qt Company, any -such Deviating Terms shall be deemed void and with no legal effect. For -clarity, delivery of the Licensed Software following the receipt of the -Purchase Order including Deviating Terms shall not constitute acceptance of -such Deviating Terms." +writing. Unless and to the extent expressly agreed by The Qt Company, any such +Deviating Terms shall be deemed void and with no legal effect. For clarity, +delivery of the Licensed Software following the receipt of the Purchase Order +including Deviating Terms shall not constitute acceptance of such Deviating +Terms. 14.6. Force Majeure -Except for the payment obligations hereunder, neither Party shall be liable -to the other for any delay or non-performance of its obligations hereunder -in the event and to the extent that such delay or non-performance is due to -an event of act of God, terrorist attack or other similar unforeseeable -catastrophic event that prevents either Party for fulfilling its -obligations under this Agreement and which such Party cannot avoid or -circumvent ("Force Majeure Event"). If the Force Majeure Event results in -a delay or non-performance of a Party for a period of three (3) months or -longer, then either Party shall have the right to terminate this Agreement -with immediate effect without any liability (except for the obligations of -payment arising prior to the event of Force Majeure) towards the other -Party. + +Except for the payment obligations hereunder, neither Party shall be liable to +the other for any delay or non-performance of its obligations hereunder in the +event and to the extent that such delay or non-performance is due to an event +of act of God, terrorist attack or other similar unforeseeable catastrophic +event that prevents either Party for fulfilling its obligations under this +Agreement and which such Party cannot avoid or circumvent ("Force Majeure +Event"). If the Force Majeure Event results in a delay or non-performance of a +Party for a period of three (3) months or longer, then either Party shall have +the right to terminate this Agreement with immediate effect without any +liability (except for the obligations of payment arising prior to the event of +Force Majeure) towards the other Party. 14.7. Notices -Any notice given by one Party to the other shall be deemed properly given -and deemed received if specifically acknowledged by the receiving Party in -writing or when successfully delivered to the recipient by hand, fax, or -special courier during normal business hours on a business day to the -addresses specified for each Party on the signature page. Each -communication and document made or delivered by one Party to the other -Party pursuant to this Agreement shall be in the English language. + +Any notice given by one Party to the other shall be deemed properly given and +deemed received if specifically acknowledged by the receiving Party in writing +or when successfully delivered to the recipient by hand, fax, or special +courier during normal business hours on a business day to the addresses +specified for each Party on the signature page. Each communication and document +made or delivered by one Party to the other Party pursuant to this Agreement +shall be in the English language. 14.8. Export Control + Licensee acknowledges that the Redistributables, as incorporated in -Applications or Devices, may be subject to export control restrictions -under the applicable laws of respective countries. Licensee shall fully -comply with all applicable export license restrictions and requirements -as well as with all laws and regulations relating to the Redistributables -and exercise of licenses hereunder and shall procure all necessary -governmental authorizations, including without limitation, all necessary -licenses, approvals, permissions or consents, where necessary for the -re-exportation of the Redistributables, Applications and/or Devices. +Applications or Devices, may be subject to export control restrictions under +the applicable laws of respective countries. Licensee shall fully comply with +all applicable export license restrictions and requirements as well as with all +laws and regulations relating to the Redistributables and exercise of licenses +hereunder and shall procure all necessary governmental authorizations, +including without limitation, all necessary licenses, approvals, permissions or +consents, where necessary for the re-exportation of the Redistributables, +Applications and/or Devices. 14.9. No Implied License -There are no implied licenses or other implied rights granted under -this Agreement, and all rights, save for those expressly granted hereunder, -shall remain with The Qt Company and its licensors. In addition, no licenses -or immunities are granted to the combination of the Licensed Software with -any other software or hardware not delivered by The Qt Company under this + +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. + +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. 14.11. Privacy + Licensee acknowledges and agrees that for the purpose of this Agreement, -The Qt Company may collect, use, transfer and disclose personal data -pertaining to Designated Users as well as any other employees and directors -of the Licensee and its Contractors relevant for carrying out the intent of -this Agreement. Such personal data may be collected from the Licensee or -directly from the relevant individuals. The Parties acknowledge that with -regard to such personal data processed hereunder, The Qt Company shall be -regarded as the Data Controller under the applicable Data Protection -Legislation. The Qt Company shall process any such personal data in -accordance with its privacy policies and practices, which will comply with -all applicable requirements of the Data Protection Legislation. +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. 14.12. Severability -If any provision of this Agreement shall be adjudged by any court of -competent jurisdiction to be unenforceable or invalid, that provision shall -be limited or eliminated to the minimum extent necessary so that this -Agreement shall otherwise remain in full force and effect and enforceable. + +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. + +14.13. Marketing Rights + +Parties have agreed upon Marketing Rights pursuant to Appendix 7, if any. + + + APPENDICES - -The Agreement includes Appendix 1, and possibly one or more of the -appendices 3-5, depending on the product(s) purchased by the Licensee, -what is stated in the quote or invoice, and/or what is stated in the -Licensee's License Certificate. - -APPENDIX 1 - -The modules and/or tools that are included in the respective product - Qt -for Application Development (QtAD), Qt for Device Creation (QtDC), Qt for -MCUs (QtMCU), Qt 3D Studio (Qt3DS) and Qt Design Studio (QtDS) - are -marked with 'X' in the below table. The modules and tools are ported to Qt 6 -in stages and are subject to availability. - -Parts of the product that are permitted for distribution in object-code -form only ("Redistributables") are marked with 'R' in the below table. - -+-----------------------------------------------------------------------+ -| Modules / Tools | QtAD | QtDC | QtMCU | Qt3DS | QtDS | -+-----------------------------------------------------------------------+ -| Qt Core | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt GUI | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Multimedia | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Multimedia Widgets | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Network | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt PDF | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt QML | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Quick | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Quick Controls 2 | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Quick Dialogs | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Quick Layouts | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Quick Test | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt SQL | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Test | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Widgets | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Active Qt | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt 3D | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Android Extras | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Bluetooth | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Canvas 3D | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Concurrent | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt D-Bus | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Gamepad | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Graphical Effects | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Help | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Image Formats | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Location | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Mac Extras | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Network Authorization | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt NFC | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Platform Headers | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Positioning | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Print Support | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Purchasing | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt for Python | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Quick Controls | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Quick Extras | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Quick Widgets | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt SCXML | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Sensors | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Serial Bus | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Serial Port | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Speech | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt SVG | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt UI Tools | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt WebChannel | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt WebEngine | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt WebSockets | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt WebView | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Windows Extras | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt X11 Extras | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt XML | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt XML Patterns | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Wayland Compositor | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Charts | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Data Visualization | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Virtual Keyboard | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Boot 2 Qt stack | | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt OTA | | X, R | | | | -+-----------------------------------------------------------------------+ -| Device Utilities | | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Debugging Bridge (QDB) Daemon | | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Quick Ultralite Controls | | | X, R | | | -+-----------------------------------------------------------------------+ -| Qt Quick Ultralite | | | X, R | | | -+-----------------------------------------------------------------------+ -| Qt Creator | X | X | X | | | -+-----------------------------------------------------------------------+ -| Qt Designer (Qt Widget Designer) | X | X | | | | -+-----------------------------------------------------------------------+ -| Qt Quick Designer (Qt Creator | X, R | X, R | X, R | | | -| plugin) | | | | | | -+-----------------------------------------------------------------------+ -| Qt Linguist | X, R | X, R | X, R | | | -+-----------------------------------------------------------------------+ -| Qt Assistant | X, R | X, R | X, R | | | -+-----------------------------------------------------------------------+ -| Lupdate | X, R | X, R | X, R | | | -+-----------------------------------------------------------------------+ -| Lrelease | X, R | X, R | X, R | | | -+-----------------------------------------------------------------------+ -| Qmake | X | X | | | | -+-----------------------------------------------------------------------+ -| Uic | X | X | | | | -+-----------------------------------------------------------------------+ -| Rcc | X | X | | | | -+-----------------------------------------------------------------------+ -| Qlalr | X | X | | | | -+-----------------------------------------------------------------------+ -| Qdoc | X | X | | | | -+-----------------------------------------------------------------------+ -| Qmlscene | X | X | | | | -+-----------------------------------------------------------------------+ -| Qmlviewer | X | X | | | | -+-----------------------------------------------------------------------+ -| Target toolchains | | X | X | | | -+-----------------------------------------------------------------------+ -| Qt Debugging Bridge (QDB) Host | | X | | | | -| Tools | | | | | | -+-----------------------------------------------------------------------+ -| qtconfig-gui | | X | | | | -+-----------------------------------------------------------------------+ -| Qt Emulator | | X | | | | -+-----------------------------------------------------------------------+ -| Qmlinterfacegenerator | | | X | | | -+-----------------------------------------------------------------------+ -| Qmltocpp | | | X | | | -+-----------------------------------------------------------------------+ -| qulfontcompiler | | | X | | | -+-----------------------------------------------------------------------+ -| Qt53DStudioRuntime2 | | | | X, R | | -+-----------------------------------------------------------------------+ -| Qt 3D Studio | | | | X | | -+-----------------------------------------------------------------------+ -| Qt Design Studio | | | | | X | -+-----------------------------------------------------------------------+ +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 3: ADDITIONS TO LICENSED SOFTWARE +APPENDIX 1: LICENSED SOFTWARE -In addition to what is provided under the definition of the Licensed Software, -Parties agree that Licensed Software shall also include the Add-On Products of -The Qt Company, as mentioned in this Appendix, if included in the quote / -invoice. +The modules and/or tools 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. -The Modules and/or Tools of the Licensed Software that are included with each -Add-On Product respectively are marked with 'X' in the below table. The modules -are ported to Qt 6 in stages and are subject to availability. +Parts of the product that are permitted for distribution in object-code form +only ("Redistributables") are marked with "R" in the below table. -Parts of the respective Add-On Product that are permitted for distribution in -object-code form only ("Redistributables") are marked with 'R' in the below -table. - -+------------------------------------------------------------------------------------------------+ -| | Add-On Product(s) | -| +--------------------------------------------------------------------------+ -| Modules / Tools of | Qt for | Qt | Qt | Qt | Qt | Qt | -| Licensed Software | Automation | Automotive | Safe | Application | GammaRay | Deployment | -| | / Qt M2M | Suite | Renderer | Manager | | Platform | -| | Protocols | | | | | Package | -+------------------------------------------------------------------------------------------------+ -| Qt MQTT | X, R | | | | | | -+------------------------------------------------------------------------------------------------+ -| Qt KNX | X, R | | | | | | -+------------------------------------------------------------------------------------------------+ -| Qt OPC UA | X, R | | | | | | -+------------------------------------------------------------------------------------------------+ -| Qt CoAP | X, R | | | | | | -+------------------------------------------------------------------------------------------------+ -| Qt Safe Renderer | | X, R | X, R | | | | -+------------------------------------------------------------------------------------------------+ -| Qt Application | | X, R | | X, R | | | -| Manager | | | | | | | -+------------------------------------------------------------------------------------------------+ -| Qt IVI | | X, R | | | | | -+------------------------------------------------------------------------------------------------+ -| Reference UI | | X, R | | | | | -+------------------------------------------------------------------------------------------------+ -| Qt GENIVI Extras | | X, R | | | | | -+------------------------------------------------------------------------------------------------+ -| QML Live | | X | | | | | -+------------------------------------------------------------------------------------------------+ -| Qt Creator | | X | | | | | -| Deployment | | | | | | | -+------------------------------------------------------------------------------------------------+ -| Qt Creator Plugin | | X | | X | | | -| for Qt Application Manager | | | | | | -+------------------------------------------------------------------------------------------------+ -| Qt Automotive Suite | | X | | | | | -| Deployment Server | | | | | | | -+------------------------------------------------------------------------------------------------+ -| Qt Design Studio | | X | | | | | -+------------------------------------------------------------------------------------------------+ -| Qt 3D Studio | | X | | | | | -+------------------------------------------------------------------------------------------------+ -| GammaRay | | X | | | X | | -+------------------------------------------------------------------------------------------------+ -| Platform adaptations| | | | | | X | -| for specified | | | | | | -| Deployment Platforms | | | | | | -+------------------------------------------------------------------------------------------------+ -| Qt for Device | | X | | | | | -| Creation | | | | | | | -+------------------------------------------------------------------------------------------------+ ++----------------------------------------------------------+ +| 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 | ++----------------------------------------------------------+ -All the above Redistributables are subject to applicable provisions and -limitations including but not limited to what is defined in section 3 of the -Agreement. +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. APPENDIX 4: SMALL BUSINESS AND STARTUP The provisions of this Appendix 4 are applicable for companies with an annual -revenue, including funding, equivalent to maximum of 250,000 USD (in -applicable currency) during the latest full calendar year, as evidenced by -duly audited records of the Licensee and approved by The Qt Company -("Start-up Company"). +revenue, including funding, equivalent to maximum of 250,000 USD (in applicable +currency) during the latest full calendar year, as evidenced by duly audited +records of the Licensee and approved by The Qt Company ("Start-up Company"). Start-up Companies are qualified for a discounted License Fee for maximum of -four (4) Development Licenses ("Start-up Development License") unless -otherwise agreed between the parties. +four (4) Development Licenses ("Start-up Development License") unless otherwise +agreed between the parties. Start-up Development License entitles the respective Designated User for -Support only for installation related issues. +Support only for Install Support as defined in Appendix 9, Support Terms. -Upon expiry of the respective License Term, the Start-up Development -Licenses shall be automatically extended, pursuant to Section 3.1 of the -Agreement, for a Renewal Term either as new Start-up Development Licenses -(if the Licensee still qualifies as a Start-up Company), or as normal -Development Licenses (if the Licensee no longer qualifies as a Start-up -ompany). +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). -APPENDIX 5: NON-COMMERCIAL USE -The provisions of this Appendix 5 are applicable for non-commercial use of -the Licensed Software by the Licensee. +APPENDIX 5: NON-COMMERCIAL AND EDUCATIONAL USE + +The provisions of this Appendix 5 are applicable for non-commercial use of the +Licensed Software by the Licensee. For the purpose of this Appendix 5, the following additional definitions -(replacing the relevant definition of the Agreement, where applicable) -shall be applicable: +(replacing the relevant definition of the Agreement, where applicable) shall be +applicable: "Demo Units" shall mean (i) hardware development platform, which incorporates -the Licensed Software along with Licensee's software and/or hardware, and -(ii) prototype versions of Applications or Devices. +the Licensed Software along with Licensee's software and/or hardware, and (ii) +prototype versions of Applications or Devices. "Designated User(s)" shall mean the employees and students of the Licensee. "Licensee Products" shall mean Applications and/or Devices. -"Permitted Purpose" shall mean (i) Licensee's internal evaluation and -testing of Licensed Software, (ii) building Demo Units as well as (iii) -educational use. +"Permitted Purpose" shall mean (i) Licensee's internal evaluation and testing +of Licensed Software, (ii) building Demo Units as well as (iii) educational +use. -"Term" shall mean a period of twelve (12) months or any such other period -as may be agreed between the Parties. +"Agreement Term" shall mean a period of twelve (12) months or any such other +period as may be agreed between the Parties. -For the purpose of this Appendix 5, the following changes shall be agreed -with respect to relevant Sections of the Agreement: - - I. Recital (A) shall be replaced in its entirety to read as follows: - "(A) Licensee wishes to use the Licensed Software for the Permitted - Purpose." - II. Section 3.1 shall be replaced in its entirety to read as follows: +For the purpose of this Appendix 5, the following changes shall be agreed with +respect to relevant Sections of the Agreement: + I. Recital (A) shall be replaced in its entirety to read as follows: + "(A) Licensee wishes to use the Licensed Software for the Permitted + Purpose." + II. Section 3.1 shall be replaced in its entirety to read as follows: "The Qt Company grants to Licensee a personal, non-exclusive, non-transferable, revocable, royalty-free license, valid for the - Term, to use, modify and copy the Licensed Software solely for the - Permitted Purpose. - Licensee may install copies of the Licensed Software on five (5) - computers per Designated User, provided that only the Designated - Users who have a valid Development License may use the Licensed - Software. - Licensee may demonstrate the Demo Units, provided that such - demonstrations must be conducted by Licensee, and the Demo Units - must remain in Licensee's possession and under Licensee's control + 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 at all times. For clarity, this Agreement does not (i) entitle Licensee to use Licensed Software to create Applications or Devices (other than - prototypes thereof) or (ii) carry any distribution rights to - Licensee, but such rights are subject to and conditional upon - conclusion of a separate license agreement with The Qt Company." - III. Sections 3.2, 3.3, 8 and 10 shall be deleted. - IV. Section 3.4 shall be replaced in its entirety to read as follows: + 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: "Licensee shall not: - - remove or alter any copyright, trademark or other proprietary - rights notice contained in any portion of the Licensed Software; - - transfer, publish, sublicense, disclose, display or otherwise - make the Licensed Software available to any third party (except - that Licensee may demonstrate the Demo Units pursuant to Section - 3.1); - - in any way combine, incorporate or integrate Licensed Software - with, or use Licensed Software for creation of, any software - created with or incorporating Open Source Qt; + - 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." - 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. +Except for the modifications specified above, this Appendix carries no change +to the terms of the Agreement which shall remain in full force. - Any use of Licensed Software beyond the provisions of this - Agreement is strictly prohibited and requires an additional license - from The Qt Company." - V. Section 12 shall be replaced in its entirety to read as follows: - "This Agreement shall enter into force upon due acceptance by both - Parties and remain in force for the Term, unless and until - terminated pursuant to the terms of Section 12. +APPENDIX 6: LICENSE REPORTING - 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." +Separate template -Except for the modifications specified above, this Appendix carries no -change to the terms of the Agreement which shall remain in full force. +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. + +"Maintenance Release" shall mean a release or version of Licensed Software +containing bug fixes, error corrections and other changes targeted to +maintaining and improving product stability and quality. Maintenance Releases +are generally depicted as a change to the third digit of Licensed Software +version number. + +"Platforms" shall mean both Development Platforms and Deployment Platforms. +Supported host and target Platforms may vary from for each Qt release as +defined under doc.qt.io. + +"Premium Support" shall mean an upgraded level of Support that The Qt Company +provides pursuant to these Support Terms to Licensee if Licensee has purchased +Premium Support instead of Standard Support. Premium Support shall always be +purchased for all Designated User(s) in the respective development team of the +Licensee. + +"Response Time" shall mean the period of time from when Licensee notifies +TheQt Company about an Error or requests Support until The Qt Company provides +Licensee with a response that addresses (but not necessarily resolves) the +reported Error or provides the requested Support. + +"Standard Support" shall mean standard level of Support that The Qt Company +provides pursuant to these Support Terms to Licensee. + +"Support" shall mean developer assistance that is provided by The Qt Company +to assist eligible Designated Users in Licensed Software installation, usage +and functionality problem resolution for Error(s) and Error workarounds +pursuant to the terms of these Support Terms. Support for different products is +available as specified in the below table ("X" marking the Support that is +included in the license price, optional Add-on Support services are marked as +"O"): + ++-----------------------------------------------------------------------+ +| |ADP|ADE|DCP|DCE|DSP|DSE|Squish|Coco|Test Center| ++-----------------------------------------------------------------------+ +| Install Support | X | X | X | X | X | X | X | X | X | ++-----------------------------------------------------------------------+ +| Standard Support | | X | X | X | X | X | X | X | X | ++-----------------------------------------------------------------------+ +| Premium Support | | O | O | O | O | O | O | O | O | ++-----------------------------------------------------------------------+ +| Extended Support | | O | O | O | O | O | | | | ++-----------------------------------------------------------------------+ +| Tool Qualification Kit| | | | | | | O | O | | ++-----------------------------------------------------------------------+ + +"Support Validity Term" shall mean the Development License Term or any other +fixed time period agreed between the Parties during which time the Customer is +eligible to receive Support from The Qt Company. + +"Tool Qualification Kit" shall mean a customized set of documents and +validation test cases. + +2 SUPPORT SERVICES + +2.1 Support Services Provided by The Qt Company + +Subject to these Support Terms and during the Support Validity Term, The Qt +Company will via its web-based support user-interface, provide Designated +User(s) with Support for the Platforms which Customer has licensed under the +Agreement. +The Qt Company will make commercially reasonable efforts to solve any Errors +reported by Designated User(s). Resolution of an Error may be provided through +Designated User(s) themselves downloading of a later released version of the +applicable Licensed Software product(s) or providing the Designated User with a +temporary workaround addressing such Error. + +2.2 Licensee's Obligations + +To report an Error, the Designated User shall register the Error on The Qt +Company's web-based support user interface located at: +https://account.qt.io/login or at another location designated by The Qt Company. + +The Designated User must provide adequate information and documentation to The +Qt Company to enable it to recreate the Error or problem for which the +Designated User has sought assistance. +To ensure efficient handling of Errors, the Designated User must provide the +following information, where relevant: +- A clear, detailed description of the problem, question or suggestion; +- Identification of which Licensed Software product and version is affected; +- Identification of the operating environment (e.g. operating system, hardware + Platform, build tools, etc.) on which the problem exists; +- On Standard Support: A complete and compilable test case of not more than 500 + lines of code that demonstrates the problem; +- On Premium Support: A complete and compilable test case that demonstrates the + problem or access to Application Code source codes. + +Additional relevant content, such as screenshots, etc. +Additional content should be included as attachments. The preferred image +formats are JPEG and PNG. Compressed content should be included in zip or +tar.gz archives. Executable content and documents in platform specific formats +such as Microsoft Office' are not accepted. + +In order for The Qt Company to provide prompt handling of Errors, the +Designated User shall promptly respond to any requests from The Qt Company for +additional information. + +2.3 Support Limitations + +General limitations: + +Each version or release of the Licensed Software will be Supported under +Standard Support or Premium Support only for limited time period as set forth +in doc.qt.io. For example, regular releases of Qt Software are supported for +one (1) year from the release date of the version x.y.0 and Long Term Support +(LTS) Releases are supported for a period of three (3) years from the release +date of the LTS version x.y.0. + +The Qt Company shall only provide Support for Designated User(s). + +Support is made available for the entire development teams only: It is not +allowed to purchase Support only for some members of the development team, and +all Designated Users of the respective development team must be eligible for +the same level of Support. + +Support is not provided for snapshots, preview releases, beta releases or +release candidates. + +The Qt Company shall have no obligation to provide Support for hardware or +operating system specific problems or problems arising from improper use, +accident, neglect or modification of Qt. + +Limitations with Install Support: + +Support limited to Error(s) regarding installation and setting up of the Qt +development environment on host Platforms. + +Limitations with Standard Support: + +The Qt Company shall not provide Support for third-party software or problems +caused by third-party software even if such third-party software is distributed +together with Licensed Software product(s). + +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 +the Licensed Software. + +Limitations with Premium support: + +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 +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 + +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) | and | +| signing parties, version | | +| 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. diff --git a/.QT-FOR-APPLICATION-DEVELOPMENT-LICENSE-AGREEMENT b/.QT-FOR-APPLICATION-DEVELOPMENT-LICENSE-AGREEMENT deleted file mode 100644 index 386577c..0000000 --- a/.QT-FOR-APPLICATION-DEVELOPMENT-LICENSE-AGREEMENT +++ /dev/null @@ -1,1315 +0,0 @@ -QT LICENSE AGREEMENT -Agreement version 4.3 - -This Qt License Agreement ("Agreement") is a legal agreement for the licensing -of Licensed Software (as defined below) between The Qt Company (as defined -below) and the Licensee who has accepted the terms of this Agreement by -downloading or using the Licensed Software and/or as defined herein: - -Capitalized terms used herein are defined in Section 1. - -WHEREAS: - (A) Licensee wishes to use the Licensed Software for the purpose of - developing and distributing Applications and/or Devices (each as - defined below); and - (B) The Qt Company is willing to grant the Licensee a right to use - Licensed Software for such a purpose pursuant to term and conditions - of this Agreement. - -NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS: - -1. DEFINITIONS - -"Affiliate" of a Party shall mean an entity (i) which is directly -or indirectly controlling such Party; (ii) which is under the same direct or -indirect ownership or control as such Party; or (iii) which is directly or -indirectly owned or controlled by such Party. For these purposes, an entity -shall be treated as being controlled by another if that other entity has fifty -percent (50 %) or more of the votes in such entity, is able to direct its -affairs and/or to control the composition of its board of directors or -equivalent body. - -"Add-on Products" shall mean The Qt Company's specific add-on software products -(for example Qt Safe Renderer, Qt for Automation, Qt Application Manager), which -are not licensed as part of The Qt Company's standard offering, but shall be -included into the scope of Licensed Software only if so specifically agreed -between the Parties. - -"Applications" shall mean Licensee's software products created using the -Licensed Software, which may include the Redistributables, or part thereof. - -"Contractor(s)" shall mean third party consultants, distributors and contractors -performing services to the Licensee under applicable contractual arrangement. - -"Customer(s)" shall mean Licensee's end users to whom Licensee, directly or -indirectly, distributes copies of the Redistributables. - -"Data Protection Legislation" shall mean the General Data Protection Regulation -(EU 2016/679) (GDPR) and any national implementing laws, regulations and -secondary legislation, as may be amended or updated from time to time, as well -as any other data protection laws or regulations applicable in relevant -territory. - -"Deployment Platforms" shall mean operating systems and/or hardware specified -in the License Certificate, on which the Redistributables can be distributed -pursuant to the terms and conditions of this Agreement. - -"Designated User(s)" shall mean the employee(s) of Licensee or Licensee's -Affiliates acting within the scope of their employment or Licensee's Contractors -acting within the scope of their services for Licensee and on behalf of -Licensee. Designated Users shall be named in the License Certificate. - -"Development License" shall mean the license needed by the Licensee for each -Designated User to use the Licensed Software under the license grant described -in Section 3.1 of this Agreement. Development Licenses are available per -respective Licensed Software products, each product having its designated scope -and purpose of use. Distribution Licenses are always connected to Qt for Device -Creation product and Qt for MCUs product only. - -"Development Platforms" shall mean those operating systems specified in the -License Certificate, in which the Licensed Software can be used under the -Development License, but not distributed in any form or used for any other purpose. - -"Devices" shall mean hardware devices or products that 1) are manufactured -and/or distributed by the Licensee or its Affiliates or Contractors, and (2)(i) -incorporate or integrate the Redistributables or parts thereof; or (ii) where -the main user interface or substantial functionality of such unit , when used by -a Customer, is provided by Application(s) or otherwise depends on the Licensed -Software, regardless of whether the Redistributables are distributed together -with the hardware or not. Devices covered with this Agreement shall be specified -in Appendix 2 or in a quote. - -"Distribution License(s)" shall mean the license required for any kind of sale, -trade, exchange, loan, lease, rental or other distribution by or on behalf of -Licensee to a third party of Redistributables in connection with Devices -ursuant to license grant described in Section 3.3 of this Agreement. - -"Distribution License Packs" shall mean set of prepaid Distribution Licenses for -distribution of Redistributables, as defined in The Qt Company's standard price -list, quote, Purchase Order confirmation or in an appendix hereto, as the case -may be. - -"Intellectual Property Rights" shall mean patents (including utility models), -design patents, and designs (whether or not capable of registration), chip -topography rights and other like protection, copyrights, trademarks, service -marks, trade names, logos or other words or symbols and any other form of -statutory protection of any kind and applications for any of the foregoing as -well as any trade secrets. - -"License Certificate" shall mean a certificate generated by The Qt Company for -each Designated User respectively upon them downloading the Licensed Software, -which will be available under respective Designated User's Qt Account at -account.qt.io. License Certificates will specify the Designated User, the -Development Platforms, Deployment Platforms and the License Term. Such terms are -considered part of the licenses granted hereunder and shall be updated from time -to time to reflect any agreed changes to the foregoing terms relating to -Designated User's rights to the Licensed Software. - -"License Fee" shall mean the fee charged to the Licensee for rights granted -under the terms of this Agreement. - -"License Term" shall mean the agreed validity period of the Development License -of the respective Designated User, during which time the Designated User is -entitled to use the Licensed Software, as set forth in the respective License -Certificate. - -"Licensed Software" shall mean either - (i) Qt for Application Development or - (ii) Qt for Device Creation, and/or - (iii) Qt 3D Studio, and/or - (iv) Qt Design Studio, and/or - (v) Qt for MCUs, and/or - (vi) selected Add-on Products, if any, - -depending on which product(s) the Licensee has purchased under this Agreement, -as well as corresponding online or electronic documentation, associated media -and printed materials, including the source code (where applicable), example -programs and the documentation, licensed to the Licensee under this Agreement. -Licensed Software does not include Third Party Software (as defined in -Section 4) or Open Source Qt. The Qt Company may, in the course of its -development activities, at its free and absolute discretion and without any -obligation to send or publish any notifications to the Licensee or in general, -make changes, additions or deletions in the components and functionalities of -the Licensed Software, provided that no such changes, additions or deletions -will affect the already released version of the Licensed Software, but only -upcoming version(s). - -"Licensee" shall mean the individual or legal entity that is party to this -Agreement, as identified on the signature page hereof. - -"Licensee's Records" shall mean books and records that are likely to contain -information bearing on Licensee's compliance with this Agreement, Licensee's use -of Open Source Qt and/or the payments due to The Qt Company under this -Agreement, including, but not limited to user information, assembly logs, sales -records and distribution records. - -"Modified Software" shall have the meaning as set forth in Section 2.3. - -"Online Services" shall mean any services or access to systems made available by -The Qt Company to the Licensee over the Internet relating to the Licensed -Software or for the purpose of use by the Licensee of the Licensed Software or -Support. Use of any such Online Services is discretionary for the Licensee and -some of them may be subject to additional fees. - -"Open Source Qt" shall mean the non-commercial Qt computer software products, -licensed under the terms of the GNU Lesser General Public License, version 2.1 -or later ("LGPL") or the GNU General Public License, version 2.0 or later -("GPL"). For clarity, Open Source Qt shall not be provided nor governed under -this Agreement. - -"Party" or "Parties" shall mean Licensee and/or The Qt Company. - -"Permitted Combination" shall have the meaning as set forth in Section -3.4(viii). - -"Pre-Release Code" shall have the meaning as set forth in Section 4. - -"Prohibited Combination" shall mean any means to (i) use, combine, incorporate, -link or integrate Licensed Software with any software created with or -incorporating Open Source Qt, (ii) use Licensed Software for creation of any -software created with or incorporating Open Source Qt, or (iii) incorporate or -integrate Applications into a hardware device or product other than a Device. - -"Qt 3D Studio" shall mean The Qt Company's productized offering, which consist -of all versions of modules and tools as set forth in Appendix 1. - -"Qt Design Studio" shall mean The Qt Company's productized offering, which -consist of all versions of modules and tools as set forth in Appendix 1. - -"Qt for Application Development" shall mean The Qt Company's productized -offering, which consist of all versions of modules and tools as set forth in -Appendix 1. - -"Qt for Device Creation" shall mean The Qt Company's productized offering, -which consist of all versions of modules and tools as set forth in Appendix 1. - -"Qt for MCUs" shall mean The Qt Company's productized offering, which consist -of all versions of modules and tools as set forth in Appendix 1. - -"Redistributables" shall mean the portions of the Licensed Software set forth -in Appendix 1 that may be distributed pursuant to the terms of this Agreement -in object code form only, including any relevant documentation. Where -relevant, any reference to Licensed Software in this Agreement shall include -and refer also to Redistributables. - -"Renewal Term" shall mean an extension of previous License Term as agreed -between the Parties. - -"Submitted Modified Software" shall have the meaning as set forth in Section -2.3. - -"Support" shall mean standard developer support that is provided by The Qt -Company to assist Designated Users in using the Licensed Software in accordance -with The Qt Company's standard support terms available at -https://www.qt.io/terms-conditions/ and as further defined in Section 8 -hereunder. - -"Taxes" shall have the meaning set forth in Section 10.5. - -"Term" shall have the meaning set forth in Section 12. - -"The Qt Company" shall mean: - (i) in the event Licensee is an individual residing in the United States - or a legal entity incorporated in the United States or having its - headquarters in the United States, The Qt Company Inc., a - Delaware corporation with its office at 2350 Mission College Blvd., - Suite 1020, Santa Clara, CA 95054, USA.; or - (ii) in the event the Licensee is an individual residing outside of the - United States or a legal entity incorporated outside of the United - States or having its registered office outside of the United States, - The Qt Company Ltd., a Finnish company with its registered office - at Bertel Jungin aukio D3A, 02600 Espoo, Finland. - -"Third-Party Software" shall have the meaning set forth in Section 4. - -"Updates" shall mean a release or version of the Licensed Software containing -bug fixes, error corrections and other changes that are generally made available -to users of the Licensed Software that have contracted for Support. Updates are -generally depicted as a change to the digits following the decimal in the -Licensed Software version number. The Qt Company shall make Updates available to -the Licensee under the Support. Updates shall be considered as part of the -Licensed Software hereunder. - -"Upgrades" shall mean a release or version of the Licensed Software containing -enhancements and new features and are generally depicted as a change to the -first digit of the Licensed Software version number. In the event Upgrades are -provided to the Licensee under this Agreement, they shall be considered as part -of the Licensed Software hereunder. - -2. OWNERSHIP - -2.1. Ownership of The Qt Company -The Licensed Software is protected by copyright laws and international copyright -treaties, as well as other intellectual property laws and treaties. The Licensed -Software is licensed, not sold. - -All of The Qt Company's Intellectual Property Rights are and shall remain the -exclusive property of The Qt Company or its licensors respectively. - -2.2. Ownership of Licensee -All the Licensee's Intellectual Property Rights are and shall remain the -exclusive property of the Licensee or its licensors respectively. - -All Intellectual Property Rights to the Modified Software, Applications and Devices -shall remain with the Licensee and no rights thereto shall be granted by the -Licensee to The Qt Company under this Agreement (except as set forth in Section -2.3 below). - -2.3. Modified Software -Licensee may create bug-fixes, error corrections, patches or modifications to -the Licensed Software ("Modified Software"). Such Modified Software may break -the source or binary compatibility with the Licensed Software (including without -limitation through changing the application programming interfaces ("API") or by -adding, changing or deleting any variable, method, or class signature in the -Licensed Software and/or any inter-process protocols, services or standards in -the Licensed Software libraries). To the extent that Licensee's Modified -Software so breaks source or binary compatibility with the Licensed Software, -Licensee acknowledges that The Qt Company's ability to provide Support may be -prevented or limited and Licensee's ability to make use of Updates may be restricted. - -Licensee may, at its sole and absolute discretion, choose to submit Modified -Software to The Qt Company ("Submitted Modified Software") in connection with -Licensee's Support request, service request or otherwise. In the event Licensee -does so, then, Licensee hereby grants The Qt Company a sublicensable, -assignable, irrevocable, perpetual, worldwide, non-exclusive, royalty-free and -fully paid-up license, under all of Licensee's Intellectual Property Rights, to -reproduce, adapt, translate, modify, and prepare derivative works of, publicly -display, publicly perform, sublicense, make available and distribute such -Submitted Modified Software as The Qt Company sees fit at its free and absolute -discretion. - -3. LICENSES GRANTED - -3.1. Development with Licensed Software -Subject to the terms of this Agreement, The Qt Company grants to Licensee a -worldwide, non-exclusive, non-transferable license, valid for the License Term, -to use, modify and copy the Licensed Software by Designated Users on the -Development Platforms for the sole purposes of designing, developing, -demonstrating and testing Application(s) and/or Devices, and to provide thereto -related support and other related services to end-user Customers. Each -Application and/or Device can only include, incorporate or integrate code -generated under this Agreement 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). - -Licensee may install copies of the Licensed Software on five (5) computers per -Designated User, provided that only the Designated Users who have a valid -Development License may use the Licensed Software. - -Licensee may at any time designate another Designated User to replace a -then-current Designated User by notifying The Qt Company in writing, provided -that any Designated User may be replaced only once during any six-month period. - -Upon expiry of the initially agreed License Term, the respective License Terms -shall be automatically extended to one or more Renewal Term(s), unless and -until either Party notifies the other Party in writing, or any other method -acceptable to The Qt Company, that it does not wish to continue the License -Term, such notification to be provided to the other Party no less than thirty -(30) days before expiry of the respective License Term. - -Unless otherwise agreed between the Parties, Renewal Term shall be of equal -length with the initial License Term. - -Any such Renewal Term shall be subject to License Fees agreed between the -Parties or, if no advance agreement exists, subject to The Qt Company's standard -pricing applicable at the commencement date of any such Renewal Term. - -Any price or other term specified for a Renewal Term shall be valid only for the -specified time. - -The Qt Company may either request the Licensee to place a purchase order -corresponding to a quote by The Qt Company, or uses Licensees stored Credit -Card information in the QtAccount to automatically charge the Licensee for the -relevant Renewal Term. - -In the event Licensee does not prevent auto-renewal pursuant the above, but a -Renewal Term is nevertheless not duly ordered within 30 days from the date of -the respective notification from The Qt Company and/or the respective License -Fee paid by due date specified in The Qt Company's respective invoice, The Qt -Company shall apply a reinstatement fee equal to ten percent (10 %) of the -total value of the License Fees of the Development Licenses for the expired -term to be added to the License Fee of the respective Renewal Term. - -In the event Licensee chooses not to renew a Development License for a Renewal -Term by notifying The Qt Company thereof no less than thirty (30) days before -expiry of the respective License Term, Licensee may still reinstate such -expired Development Licenses for a Renewal Term subject to applicable renewal -Term License Fees until thirty (30) days from the expiry of the initially -agreed License Term or preceding Renewal Term. After such thirty (30) day -period a Development License shall be subject to applicable License Fees for -a new Development License and not any Renewal Term License Fees. - -3.2. Distribution of Applications -Subject to the terms of this Agreement, The Qt Company grants to Licensee -a worldwide, non-exclusive, non-transferable, revocable (for cause pursuant to -this Agreement) right and license, valid for the Term, to - (i) distribute, by itself or through its Contractors, Redistributables as - installed, incorporated or integrated into Applications for execution - on the Deployment Platforms, and - (ii) grant sublicenses to Redistributables, as distributed hereunder, for - Customers solely for Customer's internal use and to the extent - necessary in order for the Customers to use the Applications for their - respective intended purposes. - -Right to distribute the Redistributables as part of an Application as provided -herein is not royalty-bearing but is conditional upon the Licensee not having -any unpaid License Fees for Development Licenses owed to The Qt Company at the -time of distribution of any Redistributables to Customers. - -3.3. Distribution of Devices -Subject to the terms of this Agreement, The Qt Company grants to Licensee a -worldwide, non-exclusive, non-transferable, revocable (for cause pursuant to -this Agreement) right and license, valid for the Term, to - (i) distribute, by itself or through one or more tiers of Contractors, - Redistributables as installed, incorporated or integrated, or intended - to be installed, incorporated or integrated into Devices for execution - on the Deployment Platforms, and - (ii) grant sublicenses to Redistributables, as distributed hereunder, for - Customers solely for Customer's internal use and to the extent - necessary in order for the Customers to use the Devices for their - respective intended purposes. - -Right to distribute the Redistributables with Devices as provided herein is -conditional upon the Licensee (i) not having any unpaid License Fees for -Development Licenses owed to The Qt Company, and (ii) having purchased and paid -corresponding Distribution Licenses at the time of distribution of any -Redistributables to Customers. - -3.4. Further Requirements -The licenses granted above in this Section 3 by The Qt Company to Licensee are -conditional and subject to Licensee's compliance with the following terms: - (i) Licensee shall not remove or alter any copyright, trademark or other - proprietary rights notice(s) contained in any portion of the Licensed - Software; - (ii) Applications must add primary and substantial functionality to the - Licensed Software so as not to compete with the Licensed Software; - (iii) Applications may not pass on functionality which in any way makes it - possible for others to create software with the Licensed Software; - provided however that Licensee may use the Licensed Software's - scripting and QML ("Qt Quick") functionality solely in order to - enable scripting, themes and styles that augment the functionality - and appearance of the Application(s) without adding primary and - substantial functionality to the Application(s); - (iv) Licensee shall not use Licensed Software in any manner or for any - purpose that infringes, misappropriates or otherwise violates any - Intellectual property or right of any third party, or that violates - any applicable law; - (v) Licensee shall not use The Qt Company's or any of its suppliers' - names, logos, or trademarks to market Applications, except that - Licensee may use "Built with Qt" logo to indicate that - Application(s) was developed using the Licensed Software; - (vi) Licensee shall not distribute, sublicense or disclose source code - of Licensed Software to any third party (provided however that - Licensee may appoint employee(s) of Contractors as Designated - Users to use Licensed Software pursuant to this Agreement). Such - right may be available for the Licensee subject to a separate - software development kit ("SDK") license agreement to be concluded - with The Qt Company; - (vii) Licensee shall not grant the Customers a right to (i) make copies of - the Redistributables except when and to the extent required to use the - Applications and/or Devices for their intended purpose, (ii) modify - the Redistributables or create derivative works thereof, (iii) - decompile, disassemble or otherwise reverse engineer Redistributables, - or (iv) redistribute any copy or portion of the Redistributables to - any third party, except as part of the onward sale of the Device on - which the Redistributables are installed; - (viii) Licensee shall not and shall cause that its Affiliates or - Contractors shall not use Licensed Software in any Prohibited - Combination, unless Licensee has received an advance written - permission from The Qt Company to do so. Absent such written - permission, any and all distribution by the Licensee during the Term - of a hardware device or product a) which incorporate or integrate any - part of Licensed Software or Open Source Qt; or b) where the main - user interface or substantial functionality is provided by software - built with Licensed Software or Open Source Qt or otherwise depends - on the Licensed Software or Open Source Qt, shall be considered to be - Device distribution under this Agreement and shall be dependent on - Licensee's compliance thereof (including but not limited to - obligation to pay applicable License Fees for such distribution). - Notwithstanding what is provided above in this sub-section (viii), - Licensee is entitled to use and combine Licensed Software with any - Permitted Software; - (ix) Licensee shall cause all of its Affiliates and Contractors entitled - to make use of the licenses granted under this Agreement, to be - contractually bound to comply with the relevant terms of this - Agreement and not to use the Licensed Software beyond the terms - hereof and for any purposes other than operating within the scope - of their services for Licensee. Licensee shall be responsible for - any and all actions and omissions of its Affiliates and Contractors - relating to the Licensed Software and use thereof (including but not - limited to payment of all applicable License Fees); - (x) Except when and to the extent explicitly provided in this Section 3, - Licensee shall not transfer, publish, disclose, display or otherwise - make available the Licensed Software; and - (xi) Licensee shall not attempt or enlist a third party to conduct or - attempt to conduct any of the above. - -Above terms shall not be applicable if and to the extent they conflict with any -mandatory provisions of any applicable laws. -Any use of Licensed Software beyond the provisions of this Agreement is -strictly prohibited and requires an additional license from The Qt Company. - -4. THIRD-PARTY SOFTWARE - -The Licensed Software may provide links to third party libraries or code -(collectively "Third-Party Software") to implement various functions. -Third-Party Software does not comprise part of the Licensed Software. In some -cases, access to Third-Party Software may be included with the Licensed -Software. Such Third-Party Software will be listed in the ".../src/3rdparty" -source tree delivered with the Licensed Software or documented in the Licensed -Software, as such may be amended from time to time. Licensee acknowledges that -use or distribution of Third-Party Software is in all respects subject to -applicable license terms of applicable third-party right holders. - -5. PRE-RELEASE CODE - -The Licensed Software may contain pre-release code and functionality, or sample -code marked or otherwise stated with appropriate designation such as "Technology -Preview", "Alpha", "Beta", "Sample" etc. ("Pre-Release Code"). - -Such Pre-Release Code may be present complimentary for the Licensee, in order to -provide experimental support or information for new platforms or preliminary -versions of one or more new functionalities or for other similar reasons. The -Pre-Release Code may not be at the level of performance and compatibility of a -final, generally available, product offering. The Pre-Release Code may not -operate correctly, may contain errors and may be substantially modified by The -Qt Company prior to the first commercial product release, if any. The Qt -Company is under no obligation to make Pre-Release Code commercially available, -or provide any Support or Updates relating thereto. The Qt Company assumes no -liability whatsoever regarding any Pre-Release Code, but any use thereof is -exclusively at Licensee's own risk and expense. - -For clarity, unless Licensed Software specifies different license terms for -the respective Pre-Release Code, the Licensee is entitled to use such -pre-release code pursuant to Section 3, just like other Licensed Software, -provided however that in the event Add-on Products are included and available -as such Pre-Release Code, Licensee's right to use such Add-on Products is -nevertheless subject to and conditional upon conclusion of separate agreement -with The Qt Company. - -6. LIMITED WARRANTY AND WARRANTY DISCLAIMER - -The Qt Company hereby represents and warrants that it has the power and -authority to grant the rights and licenses granted to Licensee under this -Agreement. - -Except as set forth above, the Licensed Software is licensed to Licensee -"as is" and Licensee's exclusive remedy and The Qt Company's entire liability -for errors in the Licensed Software shall be limited, at The Qt Company's -option, to correction of the error, replacement of the Licensed Software or -return of the applicable fees paid for the defective Licensed Software for -the time period during which the License is not able to utilize the Licensed -Software under the terms of this Agreement. - -TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE QT COMPANY ON BEHALF OF -ITSELF AND ITS LICENSORS, SUPPLIERS AND AFFILIATES, DISCLAIMS ALL OTHER -WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED -WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND -NON-INFRINGEMENT WITH REGARD TO THE LICENSED SOFTWARE. THE QT COMPANY DOES -NOT WARRANT THAT THE LICENSED SOFTWARE WILL SATISFY LICENSEE'S REQUIREMENTS OR -THAT IT WILL OPERATE WITHOUT DEFECT OR ERROR OR THAT THE OPERATION THEREOF -WILL BE UNINTERRUPTED. - -7. INDEMNIFICATION AND LIMITATION OF LIABILITY - -7.1. Limitation of Liability -EXCEPT FOR (I) CASES OF GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, AND (II) -BREACH OF CONFIDENTIALITY, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO -EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOSS OF PROFIT, -LOSS OF DATA, LOSS OF BUSINESS OR GOODWILL OR ANY OTHER INDIRECT, SPECIAL, -CONSEQUENTIAL, INCIDENTAL OR PUNITIVE COST, DAMAGES OR EXPENSE OF ANY KIND, -HOWSOEVER ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT. - -EXCEPT FOR (I) CASES OF GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, AND (II) -BREACH OF CONFIDENTIALITY, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO -EVENT SHALL EITHER PARTY'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED -THE AGGREGATE LICENSE FEES PAID OR PAYABLE TO THE QT COMPANY FROM LICENSEE -DURING THE PERIOD OF TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT -RESULTING IN SUCH LIABILITY. - -THE PROVISIONS OF THIS SECTION 7 ALLOCATE THE RISKS UNDER THIS AGREEMENT -BETWEEN THE QT COMPANY AND LICENSEE AND THE PARTIES HAVE RELIED UPON THE -LIMITATIONS SET FORTH HEREIN IN DETERMINING WHETHER TO ENTER INTO THIS -AGREEMENT. - -NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, LICENSEE SHALL -ALWAYS BE LIABLE TO PAY THE APPLICABLE LICENSE FEES CORRESPONDING TO ITS ACTUAL -USE OF LICENSED SOFTWARE. - -8. SUPPORT, UPDATES AND ONLINE SERVICES - -Upon due payment of the agreed License Fees the Licensee will be eligible to -receive Support and Updates and to use the Online Services during the License -Term, provided, however, that in the event the License Term is longer than 36 -months, the initial payment includes Support for only the first 12 months, -unless the Parties specifically otherwise agree. - -Unless otherwise decided by The Company at its free and absolute discretion, -Upgrades will not be included in the Support but may be available subject to -additional fees. - -From time to time The Qt Company may change the Support terms, provided that -during the respective ongoing License Term the level of Support provided by The -Qt Company may not be reduced without the consent of the Licensee. - -Unless otherwise agreed, The Qt Company shall not be responsible for providing -any service or support to Customers. - -9. CONFIDENTIALITY - -Each Party acknowledges that during the Term of this Agreement each Party may -receive information about the other Party's business, business methods, -business plans, customers, business relations, technology, and other -information, including the terms of this Agreement, that is confidential and -of great value to the other Party, and the value of which would be -significantly reduced if disclosed to third parties ("Confidential -Information"). Accordingly, when a Party (the "Receiving Party") receives -Confidential Information from the other Party (the "Disclosing Party"), the -Receiving Party shall only disclose such information to employees and -Contractors on a need to know basis, and shall cause its employees and -employees of its Affiliates to: (i) maintain any and all Confidential -Information in confidence; (ii) not disclose the Confidential Information to -a third party without the Disclosing Party's prior written approval; and (iii) -not, directly or indirectly, use the Confidential Information for any purpose -other than for exercising its rights and fulfilling its responsibilities -pursuant to this Agreement. Each Party shall take reasonable measures to -protect the Confidential Information of the other Party, which measures shall -not be less than the measures taken by such Party to protect its own -confidential and proprietary information. - -Obligation of confidentiality shall not apply to information that (i) is or -becomes generally known to the public through no act or omission of the -Receiving Party; (ii) was in the Receiving Party's lawful possession prior -to the disclosure hereunder and was not subject to limitations on disclosure -or use; (iii) is developed independently by employees or Contractors of the -Receiving Party or other persons working for the Receiving Party who have not -had access to the Confidential Information of the Disclosing Party, as proven -by the written records of the Receiving Party; (iv) is lawfully disclosed to -the Receiving Party without restrictions, by a third party not under an -obligation of confidentiality; or (v) the Receiving Party is legally compelled -to disclose, in which case the Receiving Party shall notify the Disclosing -Party of such compelled disclosure and assert the privileged and confidential -nature of the information and cooperate fully with the Disclosing Party to -limit the scope of disclosure and the dissemination of disclosed Confidential -Information to the minimum extent necessary. - -The obligations under this Section 9 shall continue to remain in force for a -period of five (5) years after the last disclosure, and, with respect to trade -secrets, for so long as such trade secrets are protected under applicable -trade secret laws. - -10. FEES, DELIVERY AND PAYMENT - -10.1. License Fees -License Fees are described in The Qt Company's standard price list, quote or -Purchase Order confirmation or in an appendix hereto, as the case may be. - -The License Fees shall not be refunded or claimed as a credit in any event or -for any reason whatsoever. - -10.2. Ordering Licenses -Licensee may purchase Development Licenses and Distribution Licenses pursuant -to agreed pricing terms or, if no specific pricing terms have been agreed -upon, at The Qt Company's standard pricing terms applicable at the time of -purchase. Unless specifically otherwise provided, any pricing terms -referenced in this Agreement shall be valid for twelve (12) months from the -date of this Agreement. - -Licensee shall submit all purchase orders for Development Licenses and -Distribution Licenses to The Qt Company by email or any other method -acceptable to The Qt Company (each such order is referred to herein as a -"Purchase Order") for confirmation, whereupon the Purchase Order shall -become binding between the Parties. - -10.3. Distribution License Packs -Unless otherwise agreed, Distribution Licenses shall be purchased by way of -Distribution License Packs. - -Upon due payment of the ordered Distribution License Pack(s), the Licensee -will have an account of Distribution Licenses available for distributing -the Redistributables in accordance with this Agreement. - -Each time Licensee distributes a copy of Redistributables, then one -Distribution License is used, and Licensee's account of available -Distribution Licenses is decreased accordingly. - -Licensee may distribute copies of the Redistributables so long as Licensee -has Distribution Licenses remaining on its account. - -10.4. Payment Terms -License Fees and any other charges under this Agreement shall be paid by -Licensee no later than thirty (30) days from the date of the applicable -invoice from The Qt Company. - -The Qt Company will submit an invoice to Licensee after the date of this -Agreement and/or after The Qt Company receives a Purchase Order from Licensee. - -A late payment charge of the lower of (a) one percent per month; or (b) the -interest rate stipulated by applicable law, shall be charged on any unpaid -balances that remain past due. - -10.5. Taxes -All License Fees and other charges payable hereunder are gross amounts but -exclusive of any value added tax, use tax, sales tax, withholding tax and -other taxes, duties or tariffs ("Taxes") levied directly for the sale, -delivery or use of Licensed Software hereunder pursuant to any applicable -law. Such applicable Taxes shall be paid by Licensee to The Qt Company, or, -where applicable, in lieu of payment of such Taxes to The Qt Company, -Licensee shall provide an exemption certificate to The Qt Company and any -applicable authority. - -11. RECORD-KEEPING AND REPORTING OBLIGATIONS; AUDIT RIGHTS - -11.1. Licensee's Record-keeping -Licensee shall at all times during the Term of this Agreement and for a -period of seven (7) years thereafter maintain Licensee's Records in an -accurate and up-to-date form. Licensee's Records shall be adequate to -reasonably enable The Qt Company to determine Licensee's compliance with -the provisions of this Agreement. The records shall conform to general -good accounting practices. - -Licensee shall, within thirty (30) days from receiving The Qt Company's -request to that effect, deliver to The Qt Company a report based on -Licensee's Records, such report to contain information, in sufficient -detail, on (i) number and identity of users working with Licensed Software -or Open Source Qt, (ii) copies of Redistributables distributed by Licensee -during the most recent calendar quarter and/or any other term specified by -The Qt Company, (iii) number of undistributed copies of Redistributables -and corresponding number of unused Distribution Licenses remaining on -Licensee's account, and (iv) any other information as The Qt Company may -reasonably require from time to time. - -11.2. The Qt Company's Audit Rights -The Qt Company or an independent auditor acting on behalf of The Qt -Company's, may, upon at least five (5) business days' prior written -notice and at its expense, audit Licensee with respect to the Licensee's -use of the Licensed Software, but not more frequently than once during -each 6-month period. Such audit may be conducted by mail, electronic means -or through an in-person visit to Licensee's place of business. Any such -in-person audit shall be conducted during regular business hours at -Licensee's facilities and shall not unreasonably interfere with Licensee's -usiness activities. The Qt Company or the independent auditor acting on -behalf of The Qt Company shall be entitled to inspect Licensee's Records -and conduct necessary interviews of Licensee's relevant employees and -Contractors. All such Licensee's Records and use thereof shall be subject -to an obligation of confidentiality under this Agreement. - -If an audit reveals that Licensee is using the Licensed Software beyond -scope of the licenses Licensee has paid for, Licensee agrees to pay The Qt -Company any amounts owed for such unauthorized use within 30 days from -receipt of the corresponding invoice from The Qt Company. - -In addition, in the event the audit reveals a material violation of the -terms of this Agreement (without limitation, either (i) underpayment of -more than 10 % of License Fees or 10,000 euros (whichever is more) or -(ii) distribution of products, which include or result from Prohibited -Combination, shall be deemed a material violation for purposes of this -section), then the Licensee shall pay The Qt Company's reasonable cost of -conducting such audit. - -12. TERM AND TERMINATION -12.1. Agreement Term -This Agreement shall enter into force upon due acceptance by both -Parties and remain in force for as long as there is any Development -License(s) purchased under this Agreement in force ("Term"), unless and -until terminated pursuant to the terms of this Section 12. - -12.2. Termination and suspension of rights -Either Party shall have the right to terminate this Agreement upon thirty -(30) days prior written notice if the other Party commits a material -breach of any obligation of this Agreement and fails to remedy such breach -within such notice period. - -Instead of termination, The Qt Company shall have the right to suspend or -withhold grants of all rights to the Licensed Software hereunder, -including but not limited to the Development Licenses, Distribution -License, and Support, should Licensee fail to make payment in timely -fashion or otherwise violates or is reasonably suspected to violate its -obligations or terms of this Agreement, and where such violation or breach -is not cured within five (5) business days following The Qt Company's -written notice thereof. - -12.3. Mutual Right to Terminate -Either Party shall have the right to terminate this Agreement immediately -upon written notice in the event that the other Party becomes insolvent, -files for any form of bankruptcy, makes any assignment for the benefit of -creditors, has a receiver, administrative receiver or officer appointed -over the whole or a substantial part of its assets, ceases to conduct -business, or an act equivalent to any of the above occurs under the laws -of the jurisdiction of the other Party. - -12.4. Parties' Rights and Duties upon Termination -Upon expiry or termination of the Agreement, Licensee shall cease and -shall cause all Designated Users (including those of its Affiliates' and -Contractors') to cease using the Licensed Software and distribution of the -Redistributables under this Agreement. - -Notwithstanding the above, in the event the Agreement expires or is terminated: - (i) as a result of The Qt Company choosing not to renew the Development - License(s) as set forth in Section 3.1, and where such decision of - non-renewal is not due to any ongoing breach or alleged breach (as - reasonably determined by The Qt Company) by Licensee of the terms of this - Agreement or any applicable license terms of Open Source Qt, then all valid - licenses possessed by the Licensee at such date shall be extended to be - valid in perpetuity under the terms of this Agreement and Licensee is - entitled to purchase additional licenses as set forth in Section 10.2; or - (ii) for reason other than by The Qt Company pursuant to item (i) above - or pursuant to Section 12.2, then the Licensee is entitled, for a - period of six (6) months after the effective date of termination, - to continue distribution of Devices under the Distribution Licenses - paid but unused at such effective date of termination. - -Upon any such termination the Licensee shall destroy or return to The Qt -Company all copies of the Licensed Software and all related materials and will -certify the same to The Qt Company upon its request, provided however that -Licensee may retain and exploit such copies of the Licensed Software as it may -reasonably require in providing continued support to Customers. - -Expiry or termination of this Agreement for any reason whatsoever shall not -relieve Licensee of its obligation to pay any License Fees accrued or payable -to The Qt Company prior to the effective date of termination, and Licensee -shall immediately pay to The Qt Company all such fees upon the effective date -of termination. Termination of this Agreement shall not affect any rights of -Customers to continue use of Applications and Devices (and therein -incorporated Redistributables). - -12.5. Extension in case of bankruptcy -In the event The Qt Company is declared bankrupt under a final, -non-cancellable decision by relevant court of law, and this Agreement is not, -at the date of expiry of the Development License(s) pursuant to Section 3.1, -assigned to party, who has assumed The Qt Company's position as a legitimate -licensor of Licensed Software under this Agreement, then all valid licenses -possessed by the Licensee at such date of expiry, and which the Licensee has -not notified for expiry, shall be extended to be valid in perpetuity under the -terms of this Agreement. - -13. GOVERNING LAW AND LEGAL VENUE - -In the event this Agreement is in the name of The Qt Company Inc., a Delaware -Corporation, then: - (i) this Agreement shall be construed and interpreted in accordance with - the laws of the State of California, USA, excluding its choice of - law provisions; - (ii) the United Nations Convention on Contracts for the International - Sale of Goods will not apply to this Agreement; and - (iii) any dispute, claim or controversy arising out of or relating to this - Agreement or the breach, termination, enforcement, interpretation or - validity thereof, including the determination of the scope or - applicability of this Agreement to arbitrate, shall be determined by - arbitration in San Francisco, USA, before one arbitrator. The - arbitration shall be administered by JAMS pursuant to JAMS' - Streamlined Arbitration Rules and Procedures. Judgment on the Award - may be entered in any court having jurisdiction. This Section shall - not preclude parties from seeking provisional remedies in aid of - arbitration from a court of appropriate jurisdiction. - -In the event this Agreement is in the name of The Qt Company Ltd., a Finnish -Company, then: - (i) this Agreement shall be construed and interpreted in accordance with - the laws of Finland, excluding its choice of law provisions; - (ii) the United Nations Convention on Contracts for the International - Sale of Goods will not apply to this Agreement; and - (iii) any disputes, controversy or claim arising out of or relating to - this Agreement, or the breach, termination or validity thereof shall - be finally settled by arbitration in accordance with the Arbitration - Rules of Finland Chamber of Commerce. The arbitration tribunal shall - consist of one (1), or if either Party so requires, of three (3), - arbitrators. The award shall be final and binding and enforceable in - any court of competent jurisdiction. The arbitration shall be held - in Helsinki, Finland and the process shall be conducted in the - English language. This Section shall not preclude parties from - seeking provisional remedies in aid of arbitration from a court of - appropriate jurisdiction. - -14. GENERAL PROVISIONS - -14.1. No Assignment -Except in the case of a merger or sale of substantially all of its corporate -assets, Licensee shall not be entitled to assign or transfer all or any of -its rights, benefits and obligations under this Agreement without the prior -written consent of The Qt Company, which shall not be unreasonably withheld -or delayed. The Qt Company shall be entitled to freely assign or transfer any -of its rights, benefits or obligations under this Agreement. - -14.2. No Third-Party Representations -Licensee shall make no representations or warranties concerning the Licensed -Software on behalf of The Qt Company. Any representation or warranty Licensee -makes or purports to make on The Qt Company's behalf shall be void as to The -Qt Company. - -14.3. Surviving Sections -Any terms and conditions that by their nature or otherwise reasonably should -survive termination of this Agreement shall so be deemed to survive. Such -sections include especially the following: 1, 2, 6, 7, 9, 11, 12.4, 13 and 14. - -14.4. Entire Agreement -This Agreement, the exhibits hereto, the License Certificate and any -applicable Purchase Order accepted by The Qt Company constitute the complete -agreement between the Parties and supersedes all prior or contemporaneous -discussions, representations, and proposals, written or oral, with respect -to the subject matters discussed herein. - -In the event of any conflict or inconsistency between this Agreement and any -Purchase Order, the terms of this Agreement will prevail over the terms of -the Purchase Order with respect to such conflict or inconsistency. - -Parties specifically acknowledge and agree that this Agreement prevails -over any click-to-accept or similar agreements the Designated Users may -need to accept online upon download of the Licensed Software, as may be -required by The Qt Company's applicable processes relating to Licensed -Software. - -14.5. Modifications -No modification of this Agreement shall be effective unless contained in a -writing executed by an authorized representative of each Party. No term or -condition contained in Licensee's Purchase Order ("Deviating Terms") shall -apply unless The Qt Company has expressly agreed such Deviating Terms in -writing. Unless and to the extent expressly agreed by The Qt Company, any -such Deviating Terms shall be deemed void and with no legal effect. For -clarity, delivery of the Licensed Software following the receipt of the -Purchase Order including Deviating Terms shall not constitute acceptance of -such Deviating Terms." - -14.6. Force Majeure -Except for the payment obligations hereunder, neither Party shall be liable -to the other for any delay or non-performance of its obligations hereunder -in the event and to the extent that such delay or non-performance is due to -an event of act of God, terrorist attack or other similar unforeseeable -catastrophic event that prevents either Party for fulfilling its -obligations under this Agreement and which such Party cannot avoid or -circumvent ("Force Majeure Event"). If the Force Majeure Event results in -a delay or non-performance of a Party for a period of three (3) months or -longer, then either Party shall have the right to terminate this Agreement -with immediate effect without any liability (except for the obligations of -payment arising prior to the event of Force Majeure) towards the other -Party. - -14.7. Notices -Any notice given by one Party to the other shall be deemed properly given -and deemed received if specifically acknowledged by the receiving Party in -writing or when successfully delivered to the recipient by hand, fax, or -special courier during normal business hours on a business day to the -addresses specified for each Party on the signature page. Each -communication and document made or delivered by one Party to the other -Party pursuant to this Agreement shall be in the English language. - -14.8. Export Control -Licensee acknowledges that the Redistributables, as incorporated in -Applications or Devices, may be subject to export control restrictions -under the applicable laws of respective countries. Licensee shall fully -comply with all applicable export license restrictions and requirements -as well as with all laws and regulations relating to the Redistributables -and exercise of licenses hereunder and shall procure all necessary -governmental authorizations, including without limitation, all necessary -licenses, approvals, permissions or consents, where necessary for the -re-exportation of the Redistributables, Applications and/or Devices. - -14.9. No Implied License -There are no implied licenses or other implied rights granted under -this Agreement, and all rights, save for those expressly granted hereunder, -shall remain with The Qt Company and its licensors. In addition, no licenses -or immunities are granted to the combination of the Licensed Software with -any other software or hardware not delivered by The Qt Company under this -Agreement. - -14.10. Attorney Fees -The prevailing Party in any action to enforce this Agreement shall be -entitled to recover its attorney's fees and costs in connection with such -action. - -14.11. Privacy -Licensee acknowledges and agrees that for the purpose of this Agreement, -The Qt Company may collect, use, transfer and disclose personal data -pertaining to Designated Users as well as any other employees and directors -of the Licensee and its Contractors relevant for carrying out the intent of -this Agreement. Such personal data may be collected from the Licensee or -directly from the relevant individuals. The Parties acknowledge that with -regard to such personal data processed hereunder, The Qt Company shall be -regarded as the Data Controller under the applicable Data Protection -Legislation. The Qt Company shall process any such personal data in -accordance with its privacy policies and practices, which will comply with -all applicable requirements of the Data Protection Legislation. - -14.12. Severability -If any provision of this Agreement shall be adjudged by any court of -competent jurisdiction to be unenforceable or invalid, that provision shall -be limited or eliminated to the minimum extent necessary so that this -Agreement shall otherwise remain in full force and effect and enforceable. - -APPENDICES - -The Agreement includes Appendix 1, and possibly one or more of the -appendices 3-5, depending on the product(s) purchased by the Licensee, -what is stated in the quote or invoice, and/or what is stated in the -Licensee's License Certificate. - -APPENDIX 1 - -The modules and/or tools that are included in the respective product - Qt -for Application Development (QtAD), Qt for Device Creation (QtDC), Qt for -MCUs (QtMCU), Qt 3D Studio (Qt3DS) and Qt Design Studio (QtDS) - are -marked with 'X' in the below table. The modules and tools are ported to Qt 6 -in stages and are subject to availability. - -Parts of the product that are permitted for distribution in object-code -form only ("Redistributables") are marked with 'R' in the below table. - -+-----------------------------------------------------------------------+ -| Modules / Tools | QtAD | QtDC | QtMCU | Qt3DS | QtDS | -+-----------------------------------------------------------------------+ -| Qt Core | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt GUI | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Multimedia | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Multimedia Widgets | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Network | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt PDF | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt QML | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Quick | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Quick Controls 2 | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Quick Dialogs | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Quick Layouts | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Quick Test | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt SQL | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Test | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Widgets | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Active Qt | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt 3D | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Android Extras | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Bluetooth | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Canvas 3D | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Concurrent | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt D-Bus | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Gamepad | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Graphical Effects | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Help | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Image Formats | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Location | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Mac Extras | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Network Authorization | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt NFC | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Platform Headers | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Positioning | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Print Support | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Purchasing | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt for Python | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Quick Controls | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Quick Extras | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Quick Widgets | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt SCXML | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Sensors | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Serial Bus | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Serial Port | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Speech | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt SVG | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt UI Tools | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt WebChannel | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt WebEngine | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt WebSockets | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt WebView | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Windows Extras | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt X11 Extras | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt XML | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt XML Patterns | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Wayland Compositor | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Charts | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Data Visualization | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Virtual Keyboard | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Boot 2 Qt stack | | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt OTA | | X, R | | | | -+-----------------------------------------------------------------------+ -| Device Utilities | | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Debugging Bridge (QDB) Daemon | | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Quick Ultralite Controls | | | X, R | | | -+-----------------------------------------------------------------------+ -| Qt Quick Ultralite | | | X, R | | | -+-----------------------------------------------------------------------+ -| Qt Creator | X | X | X | | | -+-----------------------------------------------------------------------+ -| Qt Designer (Qt Widget Designer) | X | X | | | | -+-----------------------------------------------------------------------+ -| Qt Quick Designer (Qt Creator | X, R | X, R | X, R | | | -| plugin) | | | | | | -+-----------------------------------------------------------------------+ -| Qt Linguist | X, R | X, R | X, R | | | -+-----------------------------------------------------------------------+ -| Qt Assistant | X, R | X, R | X, R | | | -+-----------------------------------------------------------------------+ -| Lupdate | X, R | X, R | X, R | | | -+-----------------------------------------------------------------------+ -| Lrelease | X, R | X, R | X, R | | | -+-----------------------------------------------------------------------+ -| Qmake | X | X | | | | -+-----------------------------------------------------------------------+ -| Uic | X | X | | | | -+-----------------------------------------------------------------------+ -| Rcc | X | X | | | | -+-----------------------------------------------------------------------+ -| Qlalr | X | X | | | | -+-----------------------------------------------------------------------+ -| Qdoc | X | X | | | | -+-----------------------------------------------------------------------+ -| Qmlscene | X | X | | | | -+-----------------------------------------------------------------------+ -| Qmlviewer | X | X | | | | -+-----------------------------------------------------------------------+ -| Target toolchains | | X | X | | | -+-----------------------------------------------------------------------+ -| Qt Debugging Bridge (QDB) Host | | X | | | | -| Tools | | | | | | -+-----------------------------------------------------------------------+ -| qtconfig-gui | | X | | | | -+-----------------------------------------------------------------------+ -| Qt Emulator | | X | | | | -+-----------------------------------------------------------------------+ -| Qmlinterfacegenerator | | | X | | | -+-----------------------------------------------------------------------+ -| Qmltocpp | | | X | | | -+-----------------------------------------------------------------------+ -| qulfontcompiler | | | X | | | -+-----------------------------------------------------------------------+ -| Qt53DStudioRuntime2 | | | | X, R | | -+-----------------------------------------------------------------------+ -| Qt 3D Studio | | | | X | | -+-----------------------------------------------------------------------+ -| Qt Design Studio | | | | | X | -+-----------------------------------------------------------------------+ - - -APPENDIX 3: ADDITIONS TO LICENSED SOFTWARE - -In addition to what is provided under the definition of the Licensed Software, -Parties agree that Licensed Software shall also include the Add-On Products of -The Qt Company, as mentioned in this Appendix, if included in the quote / -invoice. - -The Modules and/or Tools of the Licensed Software that are included with each -Add-On Product respectively are marked with 'X' in the below table. The modules -are ported to Qt 6 in stages and are subject to availability. - -Parts of the respective Add-On Product that are permitted for distribution in -object-code form only ("Redistributables") are marked with 'R' in the below -table. - -+------------------------------------------------------------------------------------------------+ -| | Add-On Product(s) | -| +--------------------------------------------------------------------------+ -| Modules / Tools of | Qt for | Qt | Qt | Qt | Qt | Qt | -| Licensed Software | Automation | Automotive | Safe | Application | GammaRay | Deployment | -| | / Qt M2M | Suite | Renderer | Manager | | Platform | -| | Protocols | | | | | Package | -+------------------------------------------------------------------------------------------------+ -| Qt MQTT | X, R | | | | | | -+------------------------------------------------------------------------------------------------+ -| Qt KNX | X, R | | | | | | -+------------------------------------------------------------------------------------------------+ -| Qt OPC UA | X, R | | | | | | -+------------------------------------------------------------------------------------------------+ -| Qt CoAP | X, R | | | | | | -+------------------------------------------------------------------------------------------------+ -| Qt Safe Renderer | | X, R | X, R | | | | -+------------------------------------------------------------------------------------------------+ -| Qt Application | | X, R | | X, R | | | -| Manager | | | | | | | -+------------------------------------------------------------------------------------------------+ -| Qt IVI | | X, R | | | | | -+------------------------------------------------------------------------------------------------+ -| Reference UI | | X, R | | | | | -+------------------------------------------------------------------------------------------------+ -| Qt GENIVI Extras | | X, R | | | | | -+------------------------------------------------------------------------------------------------+ -| QML Live | | X | | | | | -+------------------------------------------------------------------------------------------------+ -| Qt Creator | | X | | | | | -| Deployment | | | | | | | -+------------------------------------------------------------------------------------------------+ -| Qt Creator Plugin | | X | | X | | | -| for Qt Application Manager | | | | | | -+------------------------------------------------------------------------------------------------+ -| Qt Automotive Suite | | X | | | | | -| Deployment Server | | | | | | | -+------------------------------------------------------------------------------------------------+ -| Qt Design Studio | | X | | | | | -+------------------------------------------------------------------------------------------------+ -| Qt 3D Studio | | X | | | | | -+------------------------------------------------------------------------------------------------+ -| GammaRay | | X | | | X | | -+------------------------------------------------------------------------------------------------+ -| Platform adaptations| | | | | | X | -| for specified | | | | | | -| Deployment Platforms | | | | | | -+------------------------------------------------------------------------------------------------+ -| Qt for Device | | X | | | | | -| Creation | | | | | | | -+------------------------------------------------------------------------------------------------+ - - -All the above Redistributables are subject to applicable provisions and -limitations including but not limited to what is defined in section 3 of the -Agreement. - -APPENDIX 4: SMALL BUSINESS AND STARTUP - -The provisions of this Appendix 4 are applicable for companies with an annual -revenue, including funding, equivalent to maximum of 250,000 USD (in -applicable currency) during the latest full calendar year, as evidenced by -duly audited records of the Licensee and approved by The Qt Company -("Start-up Company"). - -Start-up Companies are qualified for a discounted License Fee for maximum of -four (4) Development Licenses ("Start-up Development License") unless -otherwise agreed between the parties. - -Start-up Development License entitles the respective Designated User for -Support only for installation related issues. - -Upon expiry of the respective License Term, the Start-up Development -Licenses shall be automatically extended, pursuant to Section 3.1 of the -Agreement, for a Renewal Term either as new Start-up Development Licenses -(if the Licensee still qualifies as a Start-up Company), or as normal -Development Licenses (if the Licensee no longer qualifies as a Start-up -ompany). - -APPENDIX 5: NON-COMMERCIAL USE -The provisions of this Appendix 5 are applicable for non-commercial use of -the Licensed Software by the Licensee. - -For the purpose of this Appendix 5, the following additional definitions -(replacing the relevant definition of the Agreement, where applicable) -shall be applicable: - -"Demo Units" shall mean (i) hardware development platform, which incorporates -the Licensed Software along with Licensee's software and/or hardware, and -(ii) prototype versions of Applications or Devices. - -"Designated User(s)" shall mean the employees and students of the Licensee. - -"Licensee Products" shall mean Applications and/or Devices. - -"Permitted Purpose" shall mean (i) Licensee's internal evaluation and -testing of Licensed Software, (ii) building Demo Units as well as (iii) -educational use. - -"Term" shall mean a period of twelve (12) months or any such other period -as may be agreed between the Parties. - -For the purpose of this Appendix 5, the following changes shall be agreed -with respect to relevant Sections of the Agreement: - - I. Recital (A) shall be replaced in its entirety to read as follows: - "(A) Licensee wishes to use the Licensed Software for the Permitted - Purpose." - II. Section 3.1 shall be replaced in its entirety to read as follows: - "The Qt Company grants to Licensee a personal, non-exclusive, - non-transferable, revocable, royalty-free license, valid for the - Term, to use, modify and copy the Licensed Software solely for the - Permitted Purpose. - Licensee may install copies of the Licensed Software on five (5) - computers per Designated User, provided that only the Designated - Users who have a valid Development License may use the Licensed - Software. - Licensee may demonstrate the Demo Units, provided that such - demonstrations must be conducted by Licensee, and the Demo Units - must remain in Licensee's possession and under Licensee's control - at all times. - For clarity, this Agreement does not (i) entitle Licensee to use - Licensed Software to create Applications or Devices (other than - prototypes thereof) or (ii) carry any distribution rights to - Licensee, but such rights are subject to and conditional upon - conclusion of a separate license agreement with The Qt Company." - III. Sections 3.2, 3.3, 8 and 10 shall be deleted. - IV. Section 3.4 shall be replaced in its entirety to read as follows: - "Licensee shall not: - - remove or alter any copyright, trademark or other proprietary - rights notice contained in any portion of the Licensed Software; - - transfer, publish, sublicense, disclose, display or otherwise - make the Licensed Software available to any third party (except - that Licensee may demonstrate the Demo Units pursuant to Section - 3.1); - - in any way combine, incorporate or integrate Licensed Software - with, or use Licensed Software for creation of, any software - created with or incorporating Open Source Qt; - - Licensee shall cause all Designated Users who make use of the - licenses granted under this Agreement, to be contractually bound - to comply with the relevant terms of this Agreement and not to use - the Licensed Software beyond the terms hereof. Licensee shall be - responsible for any and all actions and omissions of its - Designated Users relating to the Licensed Software and use - thereof. - - Any use of Licensed Software beyond the provisions of this - Agreement is strictly prohibited and requires an additional license - from The Qt Company." - V. Section 12 shall be replaced in its entirety to read as follows: - "This Agreement shall enter into force upon due acceptance by both - Parties and remain in force for the Term, unless and until - terminated pursuant to the terms of Section 12. - - Upon termination of the Agreement, Licensee shall cease using the - Licensed Software. All other copies of Licensed Software in the - possession or control of Licensee must be erased or destroyed. - An officer of Licensee must, upon request, promptly deliver to - The Qt Company a written confirmation that this has occurred." - -Except for the modifications specified above, this Appendix carries no -change to the terms of the Agreement which shall remain in full force. diff --git a/.QT-FOR-AUTOMATION-LICENSE-AGREEMENT b/.QT-FOR-AUTOMATION-LICENSE-AGREEMENT deleted file mode 100644 index 386577c..0000000 --- a/.QT-FOR-AUTOMATION-LICENSE-AGREEMENT +++ /dev/null @@ -1,1315 +0,0 @@ -QT LICENSE AGREEMENT -Agreement version 4.3 - -This Qt License Agreement ("Agreement") is a legal agreement for the licensing -of Licensed Software (as defined below) between The Qt Company (as defined -below) and the Licensee who has accepted the terms of this Agreement by -downloading or using the Licensed Software and/or as defined herein: - -Capitalized terms used herein are defined in Section 1. - -WHEREAS: - (A) Licensee wishes to use the Licensed Software for the purpose of - developing and distributing Applications and/or Devices (each as - defined below); and - (B) The Qt Company is willing to grant the Licensee a right to use - Licensed Software for such a purpose pursuant to term and conditions - of this Agreement. - -NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS: - -1. DEFINITIONS - -"Affiliate" of a Party shall mean an entity (i) which is directly -or indirectly controlling such Party; (ii) which is under the same direct or -indirect ownership or control as such Party; or (iii) which is directly or -indirectly owned or controlled by such Party. For these purposes, an entity -shall be treated as being controlled by another if that other entity has fifty -percent (50 %) or more of the votes in such entity, is able to direct its -affairs and/or to control the composition of its board of directors or -equivalent body. - -"Add-on Products" shall mean The Qt Company's specific add-on software products -(for example Qt Safe Renderer, Qt for Automation, Qt Application Manager), which -are not licensed as part of The Qt Company's standard offering, but shall be -included into the scope of Licensed Software only if so specifically agreed -between the Parties. - -"Applications" shall mean Licensee's software products created using the -Licensed Software, which may include the Redistributables, or part thereof. - -"Contractor(s)" shall mean third party consultants, distributors and contractors -performing services to the Licensee under applicable contractual arrangement. - -"Customer(s)" shall mean Licensee's end users to whom Licensee, directly or -indirectly, distributes copies of the Redistributables. - -"Data Protection Legislation" shall mean the General Data Protection Regulation -(EU 2016/679) (GDPR) and any national implementing laws, regulations and -secondary legislation, as may be amended or updated from time to time, as well -as any other data protection laws or regulations applicable in relevant -territory. - -"Deployment Platforms" shall mean operating systems and/or hardware specified -in the License Certificate, on which the Redistributables can be distributed -pursuant to the terms and conditions of this Agreement. - -"Designated User(s)" shall mean the employee(s) of Licensee or Licensee's -Affiliates acting within the scope of their employment or Licensee's Contractors -acting within the scope of their services for Licensee and on behalf of -Licensee. Designated Users shall be named in the License Certificate. - -"Development License" shall mean the license needed by the Licensee for each -Designated User to use the Licensed Software under the license grant described -in Section 3.1 of this Agreement. Development Licenses are available per -respective Licensed Software products, each product having its designated scope -and purpose of use. Distribution Licenses are always connected to Qt for Device -Creation product and Qt for MCUs product only. - -"Development Platforms" shall mean those operating systems specified in the -License Certificate, in which the Licensed Software can be used under the -Development License, but not distributed in any form or used for any other purpose. - -"Devices" shall mean hardware devices or products that 1) are manufactured -and/or distributed by the Licensee or its Affiliates or Contractors, and (2)(i) -incorporate or integrate the Redistributables or parts thereof; or (ii) where -the main user interface or substantial functionality of such unit , when used by -a Customer, is provided by Application(s) or otherwise depends on the Licensed -Software, regardless of whether the Redistributables are distributed together -with the hardware or not. Devices covered with this Agreement shall be specified -in Appendix 2 or in a quote. - -"Distribution License(s)" shall mean the license required for any kind of sale, -trade, exchange, loan, lease, rental or other distribution by or on behalf of -Licensee to a third party of Redistributables in connection with Devices -ursuant to license grant described in Section 3.3 of this Agreement. - -"Distribution License Packs" shall mean set of prepaid Distribution Licenses for -distribution of Redistributables, as defined in The Qt Company's standard price -list, quote, Purchase Order confirmation or in an appendix hereto, as the case -may be. - -"Intellectual Property Rights" shall mean patents (including utility models), -design patents, and designs (whether or not capable of registration), chip -topography rights and other like protection, copyrights, trademarks, service -marks, trade names, logos or other words or symbols and any other form of -statutory protection of any kind and applications for any of the foregoing as -well as any trade secrets. - -"License Certificate" shall mean a certificate generated by The Qt Company for -each Designated User respectively upon them downloading the Licensed Software, -which will be available under respective Designated User's Qt Account at -account.qt.io. License Certificates will specify the Designated User, the -Development Platforms, Deployment Platforms and the License Term. Such terms are -considered part of the licenses granted hereunder and shall be updated from time -to time to reflect any agreed changes to the foregoing terms relating to -Designated User's rights to the Licensed Software. - -"License Fee" shall mean the fee charged to the Licensee for rights granted -under the terms of this Agreement. - -"License Term" shall mean the agreed validity period of the Development License -of the respective Designated User, during which time the Designated User is -entitled to use the Licensed Software, as set forth in the respective License -Certificate. - -"Licensed Software" shall mean either - (i) Qt for Application Development or - (ii) Qt for Device Creation, and/or - (iii) Qt 3D Studio, and/or - (iv) Qt Design Studio, and/or - (v) Qt for MCUs, and/or - (vi) selected Add-on Products, if any, - -depending on which product(s) the Licensee has purchased under this Agreement, -as well as corresponding online or electronic documentation, associated media -and printed materials, including the source code (where applicable), example -programs and the documentation, licensed to the Licensee under this Agreement. -Licensed Software does not include Third Party Software (as defined in -Section 4) or Open Source Qt. The Qt Company may, in the course of its -development activities, at its free and absolute discretion and without any -obligation to send or publish any notifications to the Licensee or in general, -make changes, additions or deletions in the components and functionalities of -the Licensed Software, provided that no such changes, additions or deletions -will affect the already released version of the Licensed Software, but only -upcoming version(s). - -"Licensee" shall mean the individual or legal entity that is party to this -Agreement, as identified on the signature page hereof. - -"Licensee's Records" shall mean books and records that are likely to contain -information bearing on Licensee's compliance with this Agreement, Licensee's use -of Open Source Qt and/or the payments due to The Qt Company under this -Agreement, including, but not limited to user information, assembly logs, sales -records and distribution records. - -"Modified Software" shall have the meaning as set forth in Section 2.3. - -"Online Services" shall mean any services or access to systems made available by -The Qt Company to the Licensee over the Internet relating to the Licensed -Software or for the purpose of use by the Licensee of the Licensed Software or -Support. Use of any such Online Services is discretionary for the Licensee and -some of them may be subject to additional fees. - -"Open Source Qt" shall mean the non-commercial Qt computer software products, -licensed under the terms of the GNU Lesser General Public License, version 2.1 -or later ("LGPL") or the GNU General Public License, version 2.0 or later -("GPL"). For clarity, Open Source Qt shall not be provided nor governed under -this Agreement. - -"Party" or "Parties" shall mean Licensee and/or The Qt Company. - -"Permitted Combination" shall have the meaning as set forth in Section -3.4(viii). - -"Pre-Release Code" shall have the meaning as set forth in Section 4. - -"Prohibited Combination" shall mean any means to (i) use, combine, incorporate, -link or integrate Licensed Software with any software created with or -incorporating Open Source Qt, (ii) use Licensed Software for creation of any -software created with or incorporating Open Source Qt, or (iii) incorporate or -integrate Applications into a hardware device or product other than a Device. - -"Qt 3D Studio" shall mean The Qt Company's productized offering, which consist -of all versions of modules and tools as set forth in Appendix 1. - -"Qt Design Studio" shall mean The Qt Company's productized offering, which -consist of all versions of modules and tools as set forth in Appendix 1. - -"Qt for Application Development" shall mean The Qt Company's productized -offering, which consist of all versions of modules and tools as set forth in -Appendix 1. - -"Qt for Device Creation" shall mean The Qt Company's productized offering, -which consist of all versions of modules and tools as set forth in Appendix 1. - -"Qt for MCUs" shall mean The Qt Company's productized offering, which consist -of all versions of modules and tools as set forth in Appendix 1. - -"Redistributables" shall mean the portions of the Licensed Software set forth -in Appendix 1 that may be distributed pursuant to the terms of this Agreement -in object code form only, including any relevant documentation. Where -relevant, any reference to Licensed Software in this Agreement shall include -and refer also to Redistributables. - -"Renewal Term" shall mean an extension of previous License Term as agreed -between the Parties. - -"Submitted Modified Software" shall have the meaning as set forth in Section -2.3. - -"Support" shall mean standard developer support that is provided by The Qt -Company to assist Designated Users in using the Licensed Software in accordance -with The Qt Company's standard support terms available at -https://www.qt.io/terms-conditions/ and as further defined in Section 8 -hereunder. - -"Taxes" shall have the meaning set forth in Section 10.5. - -"Term" shall have the meaning set forth in Section 12. - -"The Qt Company" shall mean: - (i) in the event Licensee is an individual residing in the United States - or a legal entity incorporated in the United States or having its - headquarters in the United States, The Qt Company Inc., a - Delaware corporation with its office at 2350 Mission College Blvd., - Suite 1020, Santa Clara, CA 95054, USA.; or - (ii) in the event the Licensee is an individual residing outside of the - United States or a legal entity incorporated outside of the United - States or having its registered office outside of the United States, - The Qt Company Ltd., a Finnish company with its registered office - at Bertel Jungin aukio D3A, 02600 Espoo, Finland. - -"Third-Party Software" shall have the meaning set forth in Section 4. - -"Updates" shall mean a release or version of the Licensed Software containing -bug fixes, error corrections and other changes that are generally made available -to users of the Licensed Software that have contracted for Support. Updates are -generally depicted as a change to the digits following the decimal in the -Licensed Software version number. The Qt Company shall make Updates available to -the Licensee under the Support. Updates shall be considered as part of the -Licensed Software hereunder. - -"Upgrades" shall mean a release or version of the Licensed Software containing -enhancements and new features and are generally depicted as a change to the -first digit of the Licensed Software version number. In the event Upgrades are -provided to the Licensee under this Agreement, they shall be considered as part -of the Licensed Software hereunder. - -2. OWNERSHIP - -2.1. Ownership of The Qt Company -The Licensed Software is protected by copyright laws and international copyright -treaties, as well as other intellectual property laws and treaties. The Licensed -Software is licensed, not sold. - -All of The Qt Company's Intellectual Property Rights are and shall remain the -exclusive property of The Qt Company or its licensors respectively. - -2.2. Ownership of Licensee -All the Licensee's Intellectual Property Rights are and shall remain the -exclusive property of the Licensee or its licensors respectively. - -All Intellectual Property Rights to the Modified Software, Applications and Devices -shall remain with the Licensee and no rights thereto shall be granted by the -Licensee to The Qt Company under this Agreement (except as set forth in Section -2.3 below). - -2.3. Modified Software -Licensee may create bug-fixes, error corrections, patches or modifications to -the Licensed Software ("Modified Software"). Such Modified Software may break -the source or binary compatibility with the Licensed Software (including without -limitation through changing the application programming interfaces ("API") or by -adding, changing or deleting any variable, method, or class signature in the -Licensed Software and/or any inter-process protocols, services or standards in -the Licensed Software libraries). To the extent that Licensee's Modified -Software so breaks source or binary compatibility with the Licensed Software, -Licensee acknowledges that The Qt Company's ability to provide Support may be -prevented or limited and Licensee's ability to make use of Updates may be restricted. - -Licensee may, at its sole and absolute discretion, choose to submit Modified -Software to The Qt Company ("Submitted Modified Software") in connection with -Licensee's Support request, service request or otherwise. In the event Licensee -does so, then, Licensee hereby grants The Qt Company a sublicensable, -assignable, irrevocable, perpetual, worldwide, non-exclusive, royalty-free and -fully paid-up license, under all of Licensee's Intellectual Property Rights, to -reproduce, adapt, translate, modify, and prepare derivative works of, publicly -display, publicly perform, sublicense, make available and distribute such -Submitted Modified Software as The Qt Company sees fit at its free and absolute -discretion. - -3. LICENSES GRANTED - -3.1. Development with Licensed Software -Subject to the terms of this Agreement, The Qt Company grants to Licensee a -worldwide, non-exclusive, non-transferable license, valid for the License Term, -to use, modify and copy the Licensed Software by Designated Users on the -Development Platforms for the sole purposes of designing, developing, -demonstrating and testing Application(s) and/or Devices, and to provide thereto -related support and other related services to end-user Customers. Each -Application and/or Device can only include, incorporate or integrate code -generated under this Agreement 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). - -Licensee may install copies of the Licensed Software on five (5) computers per -Designated User, provided that only the Designated Users who have a valid -Development License may use the Licensed Software. - -Licensee may at any time designate another Designated User to replace a -then-current Designated User by notifying The Qt Company in writing, provided -that any Designated User may be replaced only once during any six-month period. - -Upon expiry of the initially agreed License Term, the respective License Terms -shall be automatically extended to one or more Renewal Term(s), unless and -until either Party notifies the other Party in writing, or any other method -acceptable to The Qt Company, that it does not wish to continue the License -Term, such notification to be provided to the other Party no less than thirty -(30) days before expiry of the respective License Term. - -Unless otherwise agreed between the Parties, Renewal Term shall be of equal -length with the initial License Term. - -Any such Renewal Term shall be subject to License Fees agreed between the -Parties or, if no advance agreement exists, subject to The Qt Company's standard -pricing applicable at the commencement date of any such Renewal Term. - -Any price or other term specified for a Renewal Term shall be valid only for the -specified time. - -The Qt Company may either request the Licensee to place a purchase order -corresponding to a quote by The Qt Company, or uses Licensees stored Credit -Card information in the QtAccount to automatically charge the Licensee for the -relevant Renewal Term. - -In the event Licensee does not prevent auto-renewal pursuant the above, but a -Renewal Term is nevertheless not duly ordered within 30 days from the date of -the respective notification from The Qt Company and/or the respective License -Fee paid by due date specified in The Qt Company's respective invoice, The Qt -Company shall apply a reinstatement fee equal to ten percent (10 %) of the -total value of the License Fees of the Development Licenses for the expired -term to be added to the License Fee of the respective Renewal Term. - -In the event Licensee chooses not to renew a Development License for a Renewal -Term by notifying The Qt Company thereof no less than thirty (30) days before -expiry of the respective License Term, Licensee may still reinstate such -expired Development Licenses for a Renewal Term subject to applicable renewal -Term License Fees until thirty (30) days from the expiry of the initially -agreed License Term or preceding Renewal Term. After such thirty (30) day -period a Development License shall be subject to applicable License Fees for -a new Development License and not any Renewal Term License Fees. - -3.2. Distribution of Applications -Subject to the terms of this Agreement, The Qt Company grants to Licensee -a worldwide, non-exclusive, non-transferable, revocable (for cause pursuant to -this Agreement) right and license, valid for the Term, to - (i) distribute, by itself or through its Contractors, Redistributables as - installed, incorporated or integrated into Applications for execution - on the Deployment Platforms, and - (ii) grant sublicenses to Redistributables, as distributed hereunder, for - Customers solely for Customer's internal use and to the extent - necessary in order for the Customers to use the Applications for their - respective intended purposes. - -Right to distribute the Redistributables as part of an Application as provided -herein is not royalty-bearing but is conditional upon the Licensee not having -any unpaid License Fees for Development Licenses owed to The Qt Company at the -time of distribution of any Redistributables to Customers. - -3.3. Distribution of Devices -Subject to the terms of this Agreement, The Qt Company grants to Licensee a -worldwide, non-exclusive, non-transferable, revocable (for cause pursuant to -this Agreement) right and license, valid for the Term, to - (i) distribute, by itself or through one or more tiers of Contractors, - Redistributables as installed, incorporated or integrated, or intended - to be installed, incorporated or integrated into Devices for execution - on the Deployment Platforms, and - (ii) grant sublicenses to Redistributables, as distributed hereunder, for - Customers solely for Customer's internal use and to the extent - necessary in order for the Customers to use the Devices for their - respective intended purposes. - -Right to distribute the Redistributables with Devices as provided herein is -conditional upon the Licensee (i) not having any unpaid License Fees for -Development Licenses owed to The Qt Company, and (ii) having purchased and paid -corresponding Distribution Licenses at the time of distribution of any -Redistributables to Customers. - -3.4. Further Requirements -The licenses granted above in this Section 3 by The Qt Company to Licensee are -conditional and subject to Licensee's compliance with the following terms: - (i) Licensee shall not remove or alter any copyright, trademark or other - proprietary rights notice(s) contained in any portion of the Licensed - Software; - (ii) Applications must add primary and substantial functionality to the - Licensed Software so as not to compete with the Licensed Software; - (iii) Applications may not pass on functionality which in any way makes it - possible for others to create software with the Licensed Software; - provided however that Licensee may use the Licensed Software's - scripting and QML ("Qt Quick") functionality solely in order to - enable scripting, themes and styles that augment the functionality - and appearance of the Application(s) without adding primary and - substantial functionality to the Application(s); - (iv) Licensee shall not use Licensed Software in any manner or for any - purpose that infringes, misappropriates or otherwise violates any - Intellectual property or right of any third party, or that violates - any applicable law; - (v) Licensee shall not use The Qt Company's or any of its suppliers' - names, logos, or trademarks to market Applications, except that - Licensee may use "Built with Qt" logo to indicate that - Application(s) was developed using the Licensed Software; - (vi) Licensee shall not distribute, sublicense or disclose source code - of Licensed Software to any third party (provided however that - Licensee may appoint employee(s) of Contractors as Designated - Users to use Licensed Software pursuant to this Agreement). Such - right may be available for the Licensee subject to a separate - software development kit ("SDK") license agreement to be concluded - with The Qt Company; - (vii) Licensee shall not grant the Customers a right to (i) make copies of - the Redistributables except when and to the extent required to use the - Applications and/or Devices for their intended purpose, (ii) modify - the Redistributables or create derivative works thereof, (iii) - decompile, disassemble or otherwise reverse engineer Redistributables, - or (iv) redistribute any copy or portion of the Redistributables to - any third party, except as part of the onward sale of the Device on - which the Redistributables are installed; - (viii) Licensee shall not and shall cause that its Affiliates or - Contractors shall not use Licensed Software in any Prohibited - Combination, unless Licensee has received an advance written - permission from The Qt Company to do so. Absent such written - permission, any and all distribution by the Licensee during the Term - of a hardware device or product a) which incorporate or integrate any - part of Licensed Software or Open Source Qt; or b) where the main - user interface or substantial functionality is provided by software - built with Licensed Software or Open Source Qt or otherwise depends - on the Licensed Software or Open Source Qt, shall be considered to be - Device distribution under this Agreement and shall be dependent on - Licensee's compliance thereof (including but not limited to - obligation to pay applicable License Fees for such distribution). - Notwithstanding what is provided above in this sub-section (viii), - Licensee is entitled to use and combine Licensed Software with any - Permitted Software; - (ix) Licensee shall cause all of its Affiliates and Contractors entitled - to make use of the licenses granted under this Agreement, to be - contractually bound to comply with the relevant terms of this - Agreement and not to use the Licensed Software beyond the terms - hereof and for any purposes other than operating within the scope - of their services for Licensee. Licensee shall be responsible for - any and all actions and omissions of its Affiliates and Contractors - relating to the Licensed Software and use thereof (including but not - limited to payment of all applicable License Fees); - (x) Except when and to the extent explicitly provided in this Section 3, - Licensee shall not transfer, publish, disclose, display or otherwise - make available the Licensed Software; and - (xi) Licensee shall not attempt or enlist a third party to conduct or - attempt to conduct any of the above. - -Above terms shall not be applicable if and to the extent they conflict with any -mandatory provisions of any applicable laws. -Any use of Licensed Software beyond the provisions of this Agreement is -strictly prohibited and requires an additional license from The Qt Company. - -4. THIRD-PARTY SOFTWARE - -The Licensed Software may provide links to third party libraries or code -(collectively "Third-Party Software") to implement various functions. -Third-Party Software does not comprise part of the Licensed Software. In some -cases, access to Third-Party Software may be included with the Licensed -Software. Such Third-Party Software will be listed in the ".../src/3rdparty" -source tree delivered with the Licensed Software or documented in the Licensed -Software, as such may be amended from time to time. Licensee acknowledges that -use or distribution of Third-Party Software is in all respects subject to -applicable license terms of applicable third-party right holders. - -5. PRE-RELEASE CODE - -The Licensed Software may contain pre-release code and functionality, or sample -code marked or otherwise stated with appropriate designation such as "Technology -Preview", "Alpha", "Beta", "Sample" etc. ("Pre-Release Code"). - -Such Pre-Release Code may be present complimentary for the Licensee, in order to -provide experimental support or information for new platforms or preliminary -versions of one or more new functionalities or for other similar reasons. The -Pre-Release Code may not be at the level of performance and compatibility of a -final, generally available, product offering. The Pre-Release Code may not -operate correctly, may contain errors and may be substantially modified by The -Qt Company prior to the first commercial product release, if any. The Qt -Company is under no obligation to make Pre-Release Code commercially available, -or provide any Support or Updates relating thereto. The Qt Company assumes no -liability whatsoever regarding any Pre-Release Code, but any use thereof is -exclusively at Licensee's own risk and expense. - -For clarity, unless Licensed Software specifies different license terms for -the respective Pre-Release Code, the Licensee is entitled to use such -pre-release code pursuant to Section 3, just like other Licensed Software, -provided however that in the event Add-on Products are included and available -as such Pre-Release Code, Licensee's right to use such Add-on Products is -nevertheless subject to and conditional upon conclusion of separate agreement -with The Qt Company. - -6. LIMITED WARRANTY AND WARRANTY DISCLAIMER - -The Qt Company hereby represents and warrants that it has the power and -authority to grant the rights and licenses granted to Licensee under this -Agreement. - -Except as set forth above, the Licensed Software is licensed to Licensee -"as is" and Licensee's exclusive remedy and The Qt Company's entire liability -for errors in the Licensed Software shall be limited, at The Qt Company's -option, to correction of the error, replacement of the Licensed Software or -return of the applicable fees paid for the defective Licensed Software for -the time period during which the License is not able to utilize the Licensed -Software under the terms of this Agreement. - -TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE QT COMPANY ON BEHALF OF -ITSELF AND ITS LICENSORS, SUPPLIERS AND AFFILIATES, DISCLAIMS ALL OTHER -WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED -WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND -NON-INFRINGEMENT WITH REGARD TO THE LICENSED SOFTWARE. THE QT COMPANY DOES -NOT WARRANT THAT THE LICENSED SOFTWARE WILL SATISFY LICENSEE'S REQUIREMENTS OR -THAT IT WILL OPERATE WITHOUT DEFECT OR ERROR OR THAT THE OPERATION THEREOF -WILL BE UNINTERRUPTED. - -7. INDEMNIFICATION AND LIMITATION OF LIABILITY - -7.1. Limitation of Liability -EXCEPT FOR (I) CASES OF GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, AND (II) -BREACH OF CONFIDENTIALITY, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO -EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOSS OF PROFIT, -LOSS OF DATA, LOSS OF BUSINESS OR GOODWILL OR ANY OTHER INDIRECT, SPECIAL, -CONSEQUENTIAL, INCIDENTAL OR PUNITIVE COST, DAMAGES OR EXPENSE OF ANY KIND, -HOWSOEVER ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT. - -EXCEPT FOR (I) CASES OF GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, AND (II) -BREACH OF CONFIDENTIALITY, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO -EVENT SHALL EITHER PARTY'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED -THE AGGREGATE LICENSE FEES PAID OR PAYABLE TO THE QT COMPANY FROM LICENSEE -DURING THE PERIOD OF TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT -RESULTING IN SUCH LIABILITY. - -THE PROVISIONS OF THIS SECTION 7 ALLOCATE THE RISKS UNDER THIS AGREEMENT -BETWEEN THE QT COMPANY AND LICENSEE AND THE PARTIES HAVE RELIED UPON THE -LIMITATIONS SET FORTH HEREIN IN DETERMINING WHETHER TO ENTER INTO THIS -AGREEMENT. - -NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, LICENSEE SHALL -ALWAYS BE LIABLE TO PAY THE APPLICABLE LICENSE FEES CORRESPONDING TO ITS ACTUAL -USE OF LICENSED SOFTWARE. - -8. SUPPORT, UPDATES AND ONLINE SERVICES - -Upon due payment of the agreed License Fees the Licensee will be eligible to -receive Support and Updates and to use the Online Services during the License -Term, provided, however, that in the event the License Term is longer than 36 -months, the initial payment includes Support for only the first 12 months, -unless the Parties specifically otherwise agree. - -Unless otherwise decided by The Company at its free and absolute discretion, -Upgrades will not be included in the Support but may be available subject to -additional fees. - -From time to time The Qt Company may change the Support terms, provided that -during the respective ongoing License Term the level of Support provided by The -Qt Company may not be reduced without the consent of the Licensee. - -Unless otherwise agreed, The Qt Company shall not be responsible for providing -any service or support to Customers. - -9. CONFIDENTIALITY - -Each Party acknowledges that during the Term of this Agreement each Party may -receive information about the other Party's business, business methods, -business plans, customers, business relations, technology, and other -information, including the terms of this Agreement, that is confidential and -of great value to the other Party, and the value of which would be -significantly reduced if disclosed to third parties ("Confidential -Information"). Accordingly, when a Party (the "Receiving Party") receives -Confidential Information from the other Party (the "Disclosing Party"), the -Receiving Party shall only disclose such information to employees and -Contractors on a need to know basis, and shall cause its employees and -employees of its Affiliates to: (i) maintain any and all Confidential -Information in confidence; (ii) not disclose the Confidential Information to -a third party without the Disclosing Party's prior written approval; and (iii) -not, directly or indirectly, use the Confidential Information for any purpose -other than for exercising its rights and fulfilling its responsibilities -pursuant to this Agreement. Each Party shall take reasonable measures to -protect the Confidential Information of the other Party, which measures shall -not be less than the measures taken by such Party to protect its own -confidential and proprietary information. - -Obligation of confidentiality shall not apply to information that (i) is or -becomes generally known to the public through no act or omission of the -Receiving Party; (ii) was in the Receiving Party's lawful possession prior -to the disclosure hereunder and was not subject to limitations on disclosure -or use; (iii) is developed independently by employees or Contractors of the -Receiving Party or other persons working for the Receiving Party who have not -had access to the Confidential Information of the Disclosing Party, as proven -by the written records of the Receiving Party; (iv) is lawfully disclosed to -the Receiving Party without restrictions, by a third party not under an -obligation of confidentiality; or (v) the Receiving Party is legally compelled -to disclose, in which case the Receiving Party shall notify the Disclosing -Party of such compelled disclosure and assert the privileged and confidential -nature of the information and cooperate fully with the Disclosing Party to -limit the scope of disclosure and the dissemination of disclosed Confidential -Information to the minimum extent necessary. - -The obligations under this Section 9 shall continue to remain in force for a -period of five (5) years after the last disclosure, and, with respect to trade -secrets, for so long as such trade secrets are protected under applicable -trade secret laws. - -10. FEES, DELIVERY AND PAYMENT - -10.1. License Fees -License Fees are described in The Qt Company's standard price list, quote or -Purchase Order confirmation or in an appendix hereto, as the case may be. - -The License Fees shall not be refunded or claimed as a credit in any event or -for any reason whatsoever. - -10.2. Ordering Licenses -Licensee may purchase Development Licenses and Distribution Licenses pursuant -to agreed pricing terms or, if no specific pricing terms have been agreed -upon, at The Qt Company's standard pricing terms applicable at the time of -purchase. Unless specifically otherwise provided, any pricing terms -referenced in this Agreement shall be valid for twelve (12) months from the -date of this Agreement. - -Licensee shall submit all purchase orders for Development Licenses and -Distribution Licenses to The Qt Company by email or any other method -acceptable to The Qt Company (each such order is referred to herein as a -"Purchase Order") for confirmation, whereupon the Purchase Order shall -become binding between the Parties. - -10.3. Distribution License Packs -Unless otherwise agreed, Distribution Licenses shall be purchased by way of -Distribution License Packs. - -Upon due payment of the ordered Distribution License Pack(s), the Licensee -will have an account of Distribution Licenses available for distributing -the Redistributables in accordance with this Agreement. - -Each time Licensee distributes a copy of Redistributables, then one -Distribution License is used, and Licensee's account of available -Distribution Licenses is decreased accordingly. - -Licensee may distribute copies of the Redistributables so long as Licensee -has Distribution Licenses remaining on its account. - -10.4. Payment Terms -License Fees and any other charges under this Agreement shall be paid by -Licensee no later than thirty (30) days from the date of the applicable -invoice from The Qt Company. - -The Qt Company will submit an invoice to Licensee after the date of this -Agreement and/or after The Qt Company receives a Purchase Order from Licensee. - -A late payment charge of the lower of (a) one percent per month; or (b) the -interest rate stipulated by applicable law, shall be charged on any unpaid -balances that remain past due. - -10.5. Taxes -All License Fees and other charges payable hereunder are gross amounts but -exclusive of any value added tax, use tax, sales tax, withholding tax and -other taxes, duties or tariffs ("Taxes") levied directly for the sale, -delivery or use of Licensed Software hereunder pursuant to any applicable -law. Such applicable Taxes shall be paid by Licensee to The Qt Company, or, -where applicable, in lieu of payment of such Taxes to The Qt Company, -Licensee shall provide an exemption certificate to The Qt Company and any -applicable authority. - -11. RECORD-KEEPING AND REPORTING OBLIGATIONS; AUDIT RIGHTS - -11.1. Licensee's Record-keeping -Licensee shall at all times during the Term of this Agreement and for a -period of seven (7) years thereafter maintain Licensee's Records in an -accurate and up-to-date form. Licensee's Records shall be adequate to -reasonably enable The Qt Company to determine Licensee's compliance with -the provisions of this Agreement. The records shall conform to general -good accounting practices. - -Licensee shall, within thirty (30) days from receiving The Qt Company's -request to that effect, deliver to The Qt Company a report based on -Licensee's Records, such report to contain information, in sufficient -detail, on (i) number and identity of users working with Licensed Software -or Open Source Qt, (ii) copies of Redistributables distributed by Licensee -during the most recent calendar quarter and/or any other term specified by -The Qt Company, (iii) number of undistributed copies of Redistributables -and corresponding number of unused Distribution Licenses remaining on -Licensee's account, and (iv) any other information as The Qt Company may -reasonably require from time to time. - -11.2. The Qt Company's Audit Rights -The Qt Company or an independent auditor acting on behalf of The Qt -Company's, may, upon at least five (5) business days' prior written -notice and at its expense, audit Licensee with respect to the Licensee's -use of the Licensed Software, but not more frequently than once during -each 6-month period. Such audit may be conducted by mail, electronic means -or through an in-person visit to Licensee's place of business. Any such -in-person audit shall be conducted during regular business hours at -Licensee's facilities and shall not unreasonably interfere with Licensee's -usiness activities. The Qt Company or the independent auditor acting on -behalf of The Qt Company shall be entitled to inspect Licensee's Records -and conduct necessary interviews of Licensee's relevant employees and -Contractors. All such Licensee's Records and use thereof shall be subject -to an obligation of confidentiality under this Agreement. - -If an audit reveals that Licensee is using the Licensed Software beyond -scope of the licenses Licensee has paid for, Licensee agrees to pay The Qt -Company any amounts owed for such unauthorized use within 30 days from -receipt of the corresponding invoice from The Qt Company. - -In addition, in the event the audit reveals a material violation of the -terms of this Agreement (without limitation, either (i) underpayment of -more than 10 % of License Fees or 10,000 euros (whichever is more) or -(ii) distribution of products, which include or result from Prohibited -Combination, shall be deemed a material violation for purposes of this -section), then the Licensee shall pay The Qt Company's reasonable cost of -conducting such audit. - -12. TERM AND TERMINATION -12.1. Agreement Term -This Agreement shall enter into force upon due acceptance by both -Parties and remain in force for as long as there is any Development -License(s) purchased under this Agreement in force ("Term"), unless and -until terminated pursuant to the terms of this Section 12. - -12.2. Termination and suspension of rights -Either Party shall have the right to terminate this Agreement upon thirty -(30) days prior written notice if the other Party commits a material -breach of any obligation of this Agreement and fails to remedy such breach -within such notice period. - -Instead of termination, The Qt Company shall have the right to suspend or -withhold grants of all rights to the Licensed Software hereunder, -including but not limited to the Development Licenses, Distribution -License, and Support, should Licensee fail to make payment in timely -fashion or otherwise violates or is reasonably suspected to violate its -obligations or terms of this Agreement, and where such violation or breach -is not cured within five (5) business days following The Qt Company's -written notice thereof. - -12.3. Mutual Right to Terminate -Either Party shall have the right to terminate this Agreement immediately -upon written notice in the event that the other Party becomes insolvent, -files for any form of bankruptcy, makes any assignment for the benefit of -creditors, has a receiver, administrative receiver or officer appointed -over the whole or a substantial part of its assets, ceases to conduct -business, or an act equivalent to any of the above occurs under the laws -of the jurisdiction of the other Party. - -12.4. Parties' Rights and Duties upon Termination -Upon expiry or termination of the Agreement, Licensee shall cease and -shall cause all Designated Users (including those of its Affiliates' and -Contractors') to cease using the Licensed Software and distribution of the -Redistributables under this Agreement. - -Notwithstanding the above, in the event the Agreement expires or is terminated: - (i) as a result of The Qt Company choosing not to renew the Development - License(s) as set forth in Section 3.1, and where such decision of - non-renewal is not due to any ongoing breach or alleged breach (as - reasonably determined by The Qt Company) by Licensee of the terms of this - Agreement or any applicable license terms of Open Source Qt, then all valid - licenses possessed by the Licensee at such date shall be extended to be - valid in perpetuity under the terms of this Agreement and Licensee is - entitled to purchase additional licenses as set forth in Section 10.2; or - (ii) for reason other than by The Qt Company pursuant to item (i) above - or pursuant to Section 12.2, then the Licensee is entitled, for a - period of six (6) months after the effective date of termination, - to continue distribution of Devices under the Distribution Licenses - paid but unused at such effective date of termination. - -Upon any such termination the Licensee shall destroy or return to The Qt -Company all copies of the Licensed Software and all related materials and will -certify the same to The Qt Company upon its request, provided however that -Licensee may retain and exploit such copies of the Licensed Software as it may -reasonably require in providing continued support to Customers. - -Expiry or termination of this Agreement for any reason whatsoever shall not -relieve Licensee of its obligation to pay any License Fees accrued or payable -to The Qt Company prior to the effective date of termination, and Licensee -shall immediately pay to The Qt Company all such fees upon the effective date -of termination. Termination of this Agreement shall not affect any rights of -Customers to continue use of Applications and Devices (and therein -incorporated Redistributables). - -12.5. Extension in case of bankruptcy -In the event The Qt Company is declared bankrupt under a final, -non-cancellable decision by relevant court of law, and this Agreement is not, -at the date of expiry of the Development License(s) pursuant to Section 3.1, -assigned to party, who has assumed The Qt Company's position as a legitimate -licensor of Licensed Software under this Agreement, then all valid licenses -possessed by the Licensee at such date of expiry, and which the Licensee has -not notified for expiry, shall be extended to be valid in perpetuity under the -terms of this Agreement. - -13. GOVERNING LAW AND LEGAL VENUE - -In the event this Agreement is in the name of The Qt Company Inc., a Delaware -Corporation, then: - (i) this Agreement shall be construed and interpreted in accordance with - the laws of the State of California, USA, excluding its choice of - law provisions; - (ii) the United Nations Convention on Contracts for the International - Sale of Goods will not apply to this Agreement; and - (iii) any dispute, claim or controversy arising out of or relating to this - Agreement or the breach, termination, enforcement, interpretation or - validity thereof, including the determination of the scope or - applicability of this Agreement to arbitrate, shall be determined by - arbitration in San Francisco, USA, before one arbitrator. The - arbitration shall be administered by JAMS pursuant to JAMS' - Streamlined Arbitration Rules and Procedures. Judgment on the Award - may be entered in any court having jurisdiction. This Section shall - not preclude parties from seeking provisional remedies in aid of - arbitration from a court of appropriate jurisdiction. - -In the event this Agreement is in the name of The Qt Company Ltd., a Finnish -Company, then: - (i) this Agreement shall be construed and interpreted in accordance with - the laws of Finland, excluding its choice of law provisions; - (ii) the United Nations Convention on Contracts for the International - Sale of Goods will not apply to this Agreement; and - (iii) any disputes, controversy or claim arising out of or relating to - this Agreement, or the breach, termination or validity thereof shall - be finally settled by arbitration in accordance with the Arbitration - Rules of Finland Chamber of Commerce. The arbitration tribunal shall - consist of one (1), or if either Party so requires, of three (3), - arbitrators. The award shall be final and binding and enforceable in - any court of competent jurisdiction. The arbitration shall be held - in Helsinki, Finland and the process shall be conducted in the - English language. This Section shall not preclude parties from - seeking provisional remedies in aid of arbitration from a court of - appropriate jurisdiction. - -14. GENERAL PROVISIONS - -14.1. No Assignment -Except in the case of a merger or sale of substantially all of its corporate -assets, Licensee shall not be entitled to assign or transfer all or any of -its rights, benefits and obligations under this Agreement without the prior -written consent of The Qt Company, which shall not be unreasonably withheld -or delayed. The Qt Company shall be entitled to freely assign or transfer any -of its rights, benefits or obligations under this Agreement. - -14.2. No Third-Party Representations -Licensee shall make no representations or warranties concerning the Licensed -Software on behalf of The Qt Company. Any representation or warranty Licensee -makes or purports to make on The Qt Company's behalf shall be void as to The -Qt Company. - -14.3. Surviving Sections -Any terms and conditions that by their nature or otherwise reasonably should -survive termination of this Agreement shall so be deemed to survive. Such -sections include especially the following: 1, 2, 6, 7, 9, 11, 12.4, 13 and 14. - -14.4. Entire Agreement -This Agreement, the exhibits hereto, the License Certificate and any -applicable Purchase Order accepted by The Qt Company constitute the complete -agreement between the Parties and supersedes all prior or contemporaneous -discussions, representations, and proposals, written or oral, with respect -to the subject matters discussed herein. - -In the event of any conflict or inconsistency between this Agreement and any -Purchase Order, the terms of this Agreement will prevail over the terms of -the Purchase Order with respect to such conflict or inconsistency. - -Parties specifically acknowledge and agree that this Agreement prevails -over any click-to-accept or similar agreements the Designated Users may -need to accept online upon download of the Licensed Software, as may be -required by The Qt Company's applicable processes relating to Licensed -Software. - -14.5. Modifications -No modification of this Agreement shall be effective unless contained in a -writing executed by an authorized representative of each Party. No term or -condition contained in Licensee's Purchase Order ("Deviating Terms") shall -apply unless The Qt Company has expressly agreed such Deviating Terms in -writing. Unless and to the extent expressly agreed by The Qt Company, any -such Deviating Terms shall be deemed void and with no legal effect. For -clarity, delivery of the Licensed Software following the receipt of the -Purchase Order including Deviating Terms shall not constitute acceptance of -such Deviating Terms." - -14.6. Force Majeure -Except for the payment obligations hereunder, neither Party shall be liable -to the other for any delay or non-performance of its obligations hereunder -in the event and to the extent that such delay or non-performance is due to -an event of act of God, terrorist attack or other similar unforeseeable -catastrophic event that prevents either Party for fulfilling its -obligations under this Agreement and which such Party cannot avoid or -circumvent ("Force Majeure Event"). If the Force Majeure Event results in -a delay or non-performance of a Party for a period of three (3) months or -longer, then either Party shall have the right to terminate this Agreement -with immediate effect without any liability (except for the obligations of -payment arising prior to the event of Force Majeure) towards the other -Party. - -14.7. Notices -Any notice given by one Party to the other shall be deemed properly given -and deemed received if specifically acknowledged by the receiving Party in -writing or when successfully delivered to the recipient by hand, fax, or -special courier during normal business hours on a business day to the -addresses specified for each Party on the signature page. Each -communication and document made or delivered by one Party to the other -Party pursuant to this Agreement shall be in the English language. - -14.8. Export Control -Licensee acknowledges that the Redistributables, as incorporated in -Applications or Devices, may be subject to export control restrictions -under the applicable laws of respective countries. Licensee shall fully -comply with all applicable export license restrictions and requirements -as well as with all laws and regulations relating to the Redistributables -and exercise of licenses hereunder and shall procure all necessary -governmental authorizations, including without limitation, all necessary -licenses, approvals, permissions or consents, where necessary for the -re-exportation of the Redistributables, Applications and/or Devices. - -14.9. No Implied License -There are no implied licenses or other implied rights granted under -this Agreement, and all rights, save for those expressly granted hereunder, -shall remain with The Qt Company and its licensors. In addition, no licenses -or immunities are granted to the combination of the Licensed Software with -any other software or hardware not delivered by The Qt Company under this -Agreement. - -14.10. Attorney Fees -The prevailing Party in any action to enforce this Agreement shall be -entitled to recover its attorney's fees and costs in connection with such -action. - -14.11. Privacy -Licensee acknowledges and agrees that for the purpose of this Agreement, -The Qt Company may collect, use, transfer and disclose personal data -pertaining to Designated Users as well as any other employees and directors -of the Licensee and its Contractors relevant for carrying out the intent of -this Agreement. Such personal data may be collected from the Licensee or -directly from the relevant individuals. The Parties acknowledge that with -regard to such personal data processed hereunder, The Qt Company shall be -regarded as the Data Controller under the applicable Data Protection -Legislation. The Qt Company shall process any such personal data in -accordance with its privacy policies and practices, which will comply with -all applicable requirements of the Data Protection Legislation. - -14.12. Severability -If any provision of this Agreement shall be adjudged by any court of -competent jurisdiction to be unenforceable or invalid, that provision shall -be limited or eliminated to the minimum extent necessary so that this -Agreement shall otherwise remain in full force and effect and enforceable. - -APPENDICES - -The Agreement includes Appendix 1, and possibly one or more of the -appendices 3-5, depending on the product(s) purchased by the Licensee, -what is stated in the quote or invoice, and/or what is stated in the -Licensee's License Certificate. - -APPENDIX 1 - -The modules and/or tools that are included in the respective product - Qt -for Application Development (QtAD), Qt for Device Creation (QtDC), Qt for -MCUs (QtMCU), Qt 3D Studio (Qt3DS) and Qt Design Studio (QtDS) - are -marked with 'X' in the below table. The modules and tools are ported to Qt 6 -in stages and are subject to availability. - -Parts of the product that are permitted for distribution in object-code -form only ("Redistributables") are marked with 'R' in the below table. - -+-----------------------------------------------------------------------+ -| Modules / Tools | QtAD | QtDC | QtMCU | Qt3DS | QtDS | -+-----------------------------------------------------------------------+ -| Qt Core | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt GUI | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Multimedia | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Multimedia Widgets | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Network | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt PDF | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt QML | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Quick | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Quick Controls 2 | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Quick Dialogs | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Quick Layouts | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Quick Test | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt SQL | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Test | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Widgets | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Active Qt | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt 3D | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Android Extras | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Bluetooth | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Canvas 3D | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Concurrent | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt D-Bus | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Gamepad | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Graphical Effects | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Help | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Image Formats | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Location | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Mac Extras | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Network Authorization | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt NFC | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Platform Headers | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Positioning | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Print Support | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Purchasing | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt for Python | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Quick Controls | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Quick Extras | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Quick Widgets | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt SCXML | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Sensors | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Serial Bus | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Serial Port | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Speech | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt SVG | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt UI Tools | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt WebChannel | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt WebEngine | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt WebSockets | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt WebView | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Windows Extras | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt X11 Extras | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt XML | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt XML Patterns | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Wayland Compositor | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Charts | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Data Visualization | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Virtual Keyboard | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Boot 2 Qt stack | | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt OTA | | X, R | | | | -+-----------------------------------------------------------------------+ -| Device Utilities | | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Debugging Bridge (QDB) Daemon | | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Quick Ultralite Controls | | | X, R | | | -+-----------------------------------------------------------------------+ -| Qt Quick Ultralite | | | X, R | | | -+-----------------------------------------------------------------------+ -| Qt Creator | X | X | X | | | -+-----------------------------------------------------------------------+ -| Qt Designer (Qt Widget Designer) | X | X | | | | -+-----------------------------------------------------------------------+ -| Qt Quick Designer (Qt Creator | X, R | X, R | X, R | | | -| plugin) | | | | | | -+-----------------------------------------------------------------------+ -| Qt Linguist | X, R | X, R | X, R | | | -+-----------------------------------------------------------------------+ -| Qt Assistant | X, R | X, R | X, R | | | -+-----------------------------------------------------------------------+ -| Lupdate | X, R | X, R | X, R | | | -+-----------------------------------------------------------------------+ -| Lrelease | X, R | X, R | X, R | | | -+-----------------------------------------------------------------------+ -| Qmake | X | X | | | | -+-----------------------------------------------------------------------+ -| Uic | X | X | | | | -+-----------------------------------------------------------------------+ -| Rcc | X | X | | | | -+-----------------------------------------------------------------------+ -| Qlalr | X | X | | | | -+-----------------------------------------------------------------------+ -| Qdoc | X | X | | | | -+-----------------------------------------------------------------------+ -| Qmlscene | X | X | | | | -+-----------------------------------------------------------------------+ -| Qmlviewer | X | X | | | | -+-----------------------------------------------------------------------+ -| Target toolchains | | X | X | | | -+-----------------------------------------------------------------------+ -| Qt Debugging Bridge (QDB) Host | | X | | | | -| Tools | | | | | | -+-----------------------------------------------------------------------+ -| qtconfig-gui | | X | | | | -+-----------------------------------------------------------------------+ -| Qt Emulator | | X | | | | -+-----------------------------------------------------------------------+ -| Qmlinterfacegenerator | | | X | | | -+-----------------------------------------------------------------------+ -| Qmltocpp | | | X | | | -+-----------------------------------------------------------------------+ -| qulfontcompiler | | | X | | | -+-----------------------------------------------------------------------+ -| Qt53DStudioRuntime2 | | | | X, R | | -+-----------------------------------------------------------------------+ -| Qt 3D Studio | | | | X | | -+-----------------------------------------------------------------------+ -| Qt Design Studio | | | | | X | -+-----------------------------------------------------------------------+ - - -APPENDIX 3: ADDITIONS TO LICENSED SOFTWARE - -In addition to what is provided under the definition of the Licensed Software, -Parties agree that Licensed Software shall also include the Add-On Products of -The Qt Company, as mentioned in this Appendix, if included in the quote / -invoice. - -The Modules and/or Tools of the Licensed Software that are included with each -Add-On Product respectively are marked with 'X' in the below table. The modules -are ported to Qt 6 in stages and are subject to availability. - -Parts of the respective Add-On Product that are permitted for distribution in -object-code form only ("Redistributables") are marked with 'R' in the below -table. - -+------------------------------------------------------------------------------------------------+ -| | Add-On Product(s) | -| +--------------------------------------------------------------------------+ -| Modules / Tools of | Qt for | Qt | Qt | Qt | Qt | Qt | -| Licensed Software | Automation | Automotive | Safe | Application | GammaRay | Deployment | -| | / Qt M2M | Suite | Renderer | Manager | | Platform | -| | Protocols | | | | | Package | -+------------------------------------------------------------------------------------------------+ -| Qt MQTT | X, R | | | | | | -+------------------------------------------------------------------------------------------------+ -| Qt KNX | X, R | | | | | | -+------------------------------------------------------------------------------------------------+ -| Qt OPC UA | X, R | | | | | | -+------------------------------------------------------------------------------------------------+ -| Qt CoAP | X, R | | | | | | -+------------------------------------------------------------------------------------------------+ -| Qt Safe Renderer | | X, R | X, R | | | | -+------------------------------------------------------------------------------------------------+ -| Qt Application | | X, R | | X, R | | | -| Manager | | | | | | | -+------------------------------------------------------------------------------------------------+ -| Qt IVI | | X, R | | | | | -+------------------------------------------------------------------------------------------------+ -| Reference UI | | X, R | | | | | -+------------------------------------------------------------------------------------------------+ -| Qt GENIVI Extras | | X, R | | | | | -+------------------------------------------------------------------------------------------------+ -| QML Live | | X | | | | | -+------------------------------------------------------------------------------------------------+ -| Qt Creator | | X | | | | | -| Deployment | | | | | | | -+------------------------------------------------------------------------------------------------+ -| Qt Creator Plugin | | X | | X | | | -| for Qt Application Manager | | | | | | -+------------------------------------------------------------------------------------------------+ -| Qt Automotive Suite | | X | | | | | -| Deployment Server | | | | | | | -+------------------------------------------------------------------------------------------------+ -| Qt Design Studio | | X | | | | | -+------------------------------------------------------------------------------------------------+ -| Qt 3D Studio | | X | | | | | -+------------------------------------------------------------------------------------------------+ -| GammaRay | | X | | | X | | -+------------------------------------------------------------------------------------------------+ -| Platform adaptations| | | | | | X | -| for specified | | | | | | -| Deployment Platforms | | | | | | -+------------------------------------------------------------------------------------------------+ -| Qt for Device | | X | | | | | -| Creation | | | | | | | -+------------------------------------------------------------------------------------------------+ - - -All the above Redistributables are subject to applicable provisions and -limitations including but not limited to what is defined in section 3 of the -Agreement. - -APPENDIX 4: SMALL BUSINESS AND STARTUP - -The provisions of this Appendix 4 are applicable for companies with an annual -revenue, including funding, equivalent to maximum of 250,000 USD (in -applicable currency) during the latest full calendar year, as evidenced by -duly audited records of the Licensee and approved by The Qt Company -("Start-up Company"). - -Start-up Companies are qualified for a discounted License Fee for maximum of -four (4) Development Licenses ("Start-up Development License") unless -otherwise agreed between the parties. - -Start-up Development License entitles the respective Designated User for -Support only for installation related issues. - -Upon expiry of the respective License Term, the Start-up Development -Licenses shall be automatically extended, pursuant to Section 3.1 of the -Agreement, for a Renewal Term either as new Start-up Development Licenses -(if the Licensee still qualifies as a Start-up Company), or as normal -Development Licenses (if the Licensee no longer qualifies as a Start-up -ompany). - -APPENDIX 5: NON-COMMERCIAL USE -The provisions of this Appendix 5 are applicable for non-commercial use of -the Licensed Software by the Licensee. - -For the purpose of this Appendix 5, the following additional definitions -(replacing the relevant definition of the Agreement, where applicable) -shall be applicable: - -"Demo Units" shall mean (i) hardware development platform, which incorporates -the Licensed Software along with Licensee's software and/or hardware, and -(ii) prototype versions of Applications or Devices. - -"Designated User(s)" shall mean the employees and students of the Licensee. - -"Licensee Products" shall mean Applications and/or Devices. - -"Permitted Purpose" shall mean (i) Licensee's internal evaluation and -testing of Licensed Software, (ii) building Demo Units as well as (iii) -educational use. - -"Term" shall mean a period of twelve (12) months or any such other period -as may be agreed between the Parties. - -For the purpose of this Appendix 5, the following changes shall be agreed -with respect to relevant Sections of the Agreement: - - I. Recital (A) shall be replaced in its entirety to read as follows: - "(A) Licensee wishes to use the Licensed Software for the Permitted - Purpose." - II. Section 3.1 shall be replaced in its entirety to read as follows: - "The Qt Company grants to Licensee a personal, non-exclusive, - non-transferable, revocable, royalty-free license, valid for the - Term, to use, modify and copy the Licensed Software solely for the - Permitted Purpose. - Licensee may install copies of the Licensed Software on five (5) - computers per Designated User, provided that only the Designated - Users who have a valid Development License may use the Licensed - Software. - Licensee may demonstrate the Demo Units, provided that such - demonstrations must be conducted by Licensee, and the Demo Units - must remain in Licensee's possession and under Licensee's control - at all times. - For clarity, this Agreement does not (i) entitle Licensee to use - Licensed Software to create Applications or Devices (other than - prototypes thereof) or (ii) carry any distribution rights to - Licensee, but such rights are subject to and conditional upon - conclusion of a separate license agreement with The Qt Company." - III. Sections 3.2, 3.3, 8 and 10 shall be deleted. - IV. Section 3.4 shall be replaced in its entirety to read as follows: - "Licensee shall not: - - remove or alter any copyright, trademark or other proprietary - rights notice contained in any portion of the Licensed Software; - - transfer, publish, sublicense, disclose, display or otherwise - make the Licensed Software available to any third party (except - that Licensee may demonstrate the Demo Units pursuant to Section - 3.1); - - in any way combine, incorporate or integrate Licensed Software - with, or use Licensed Software for creation of, any software - created with or incorporating Open Source Qt; - - Licensee shall cause all Designated Users who make use of the - licenses granted under this Agreement, to be contractually bound - to comply with the relevant terms of this Agreement and not to use - the Licensed Software beyond the terms hereof. Licensee shall be - responsible for any and all actions and omissions of its - Designated Users relating to the Licensed Software and use - thereof. - - Any use of Licensed Software beyond the provisions of this - Agreement is strictly prohibited and requires an additional license - from The Qt Company." - V. Section 12 shall be replaced in its entirety to read as follows: - "This Agreement shall enter into force upon due acceptance by both - Parties and remain in force for the Term, unless and until - terminated pursuant to the terms of Section 12. - - Upon termination of the Agreement, Licensee shall cease using the - Licensed Software. All other copies of Licensed Software in the - possession or control of Licensee must be erased or destroyed. - An officer of Licensee must, upon request, promptly deliver to - The Qt Company a written confirmation that this has occurred." - -Except for the modifications specified above, this Appendix carries no -change to the terms of the Agreement which shall remain in full force. diff --git a/.QT-FOR-AUTOMOTIVE-LICENSE-AGREEMENT b/.QT-FOR-AUTOMOTIVE-LICENSE-AGREEMENT deleted file mode 100644 index a2b9606..0000000 --- a/.QT-FOR-AUTOMOTIVE-LICENSE-AGREEMENT +++ /dev/null @@ -1,894 +0,0 @@ -QT AUTOMOTIVE SUITE LICENSE AGREEMENT -Agreement version 3.0 - -This Qt Automotive Suite License Agreement (“Agreement”) is a legal agreement -between The Qt Company (as defined below) and the Licensee (as defined below) -for the license of Licensed Software (as defined below). Capitalized terms used -herein are defined in Section 1. - -WHEREAS: - -(A) Licensee wishes to use the Licensed Software for the purpose of developing -and distributing Applications and/or Devices; and - -(B) The Qt Company is willing to grant the Licensee a right to use Licensed -Software for such purpose pursuant to term and conditions of this Agreement. - -NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS: - -1. DEFINITIONS - -"Affiliate" of a Party shall mean an entity (i) which is directly or indirectly -controlling such Party; (ii) which is under the same direct or indirect -ownership or control as such Party; or (iii) which is directly or indirectly -owned or controlled by such Party. For these purposes, an entity shall be -treated as being controlled by another if that other entity has fifty percent -(50 %) or more of the votes in such entity, is able to direct its affairs and/or -to control the composition of its board of directors or equivalent body. - -"Applications" shall mean Licensee's software products created using the -Licensed Software in connection with the Program, which may include the -Redistributables, or part thereof. - -"Contractor(s)" shall mean third party consultants, distributors and contractors -performing services to a Party under applicable contractual arrangement. - -"Customer(s)" shall mean Licensee's end users to whom Licensee, directly or -indirectly, distributes copies of the Redistributables. - -"Deployment Platforms" shall mean operating systems specified in the License -Certificate, in which the Redistributables can be distributed pursuant to the -terms and conditions of this Agreement. - -"Designated User(s)" shall mean the employee(s) of Licensee or Licensee's -Affiliates acting within the scope of their employment or Licensee's -Contractors acting within the scope of their services for Licensee and on behalf -of Licensee. Designated Users shall be named in the License Certificate. - -"Development License" shall mean the license needed by the Licensee for each -Designated User to use the Licensed Software under the license grant described -in Section 3.1 of this Agreement. - -"Development Platforms" shall mean those operating systems specified in the -License Certificate, in which the Licensed Software can be used under the -Development License, but not distributed in any form or used for any other -purpose. - -"Devices" shall mean hardware devices or products that 1) are manufactured -and/or distributed by the Licensee or its Affiliates or Contractors in -connection with the Program, and (2)(i) incorporate or integrate the -Redistributables or parts thereof; or (ii) do not incorporate or integrate -the Redistributables at the time of distribution, but where, when used by a -Customer, the main user interface or substantial functionality of such -device is provided by Application(s) or otherwise depends on the Licensed -Software. - -"Distribution License(s)" shall mean the license required for distribution of -Redistributables in accordance with the license grant described in Section -3.2(ii)-(iii) of this Agreement. - -"Distribution License Packs" shall mean set of prepaid Distribution Licenses -for distribution of Redistributables, as defined in The Qt Company's standard -price list, quote, Purchase Order confirmation or in an appendix hereto, as the -case may be. - -"Initial Support Term" shall mean a time period of twelve (12) months, -calculated from the effective date of this Agreement. - -"Intellectual Property Rights" shall mean patents (including utility models), -design patents, and designs (whether or not capable of registration), chip -topography rights and other like protection, copyrights, trademarks, service -marks, trade names, logos or other words or symbols and any other form of -statutory protection of any kind and applications for any of the foregoing -as well as any trade secrets. -"Licensee" shall mean the individual or legal entity that is party to this -Agreement, as identified on the signature page hereof. - -"License Certificate" shall mean a certificate accompanying the Licensed -Software and generated for each Designated User respectively. License -Certificate will specify the Designated User, the Development Platforms, -Deployment Platforms, Program and the Term of this Agreement. The terms of the -License Certificate are considered part of this Agreement and shall be updated -from time to time to reflect any changes to the foregoing terms relating to -Licensee's rights to the Licensed Software. - -"Licensee's Records" shall mean books and records that are likely to contain -information bearing on Licensee's compliance with this Agreement or the payments -due to The Qt Company under this Agreement, including, but not limited to: -assembly logs, sales records and distribution records. - -"Licensee´s SDK Contractors" shall mean Contractors of Licensee, who have -purchased or received SDK from the Licensee relating to the Program. - -"License Fee" shall mean the fee charged to the Licensee for rights granted -under the terms of this Agreement. - -"Licensed Software" shall mean all versions of The Qt Company's computer -software products, online or electronic documentation, associated media and -printed materials, including the source code, example programs and the -documentation, licensed to the Licensee under this Agreement. Licensed Software -does not include Third Party Software (as defined in Section 4) or Open Source -Qt. - -"Modified Software" shall mean bug-fixes, error corrections, patches or -modifications made to the Licensed Software by Licensee, including documentation -related thereto. - -"Online Services" shall mean any services or access to systems made available -by The Qt Company to the Licensee over the Internet relating to the Licensed -Software or for the purpose of use by the Licensee of the Licensed Software or -Support. Use of any such Online Services is discretionary for the Licensee and -some of them may be subject to additional fees. - -"Open Source Qt" shall mean all versions of The Qt Company's Qt computer -software products, online or electronic documentation, associated media and -printed materials, including the source code, example programs and the -documentation available under the terms of the GNU Lesser General Public -License, version 2.1 or later ("LGPL") or the GNU General Public License, -version 2.0 or later ("GPL"). - -"Party" or "Parties" shall mean Licensee and/or The Qt Company. - -"Program" shall mean Licensee´s business program for which purpose the Licensee -is entitled to use the Licensed Software and grant the Licensee's SDK -Contractors a right to use the Licensed Software as part of a SDK. - -"Redistributables" shall mean the portions of the Licensed Software set forth -in Appendix 1, Section 1 that may be distributed pursuant to the terms of this -Agreement in object code form only, including any relevant documentation. Where -relevant, any reference to Licensed Software in this Agreement shall include and -refer also to Redistributables. - -"SDK" or "Software Development Kit" shall mean a combination of software modules -including Licensed Software intended to be utilized in connection with the -Program. - -"Submitted Modified Software" shall have the meaning as set forth in Section -2.3. - -"Support" shall mean standard developer support that is provided by -The Qt Company to assist Designated Users in using the Licensed Software in -accordance with The Qt Company's standard support terms. - -"Support Renewal Term" shall mean a time period of twelve (12) months, -calculated from the end of the Initial Support Term or previous Support Renewal -Term, as applicable. - -"Support Term" shall mean the Initial Support Term and any possible Support -Renewal Terms(s) during which time the Licensee is eligible to receive for -Support for the Licensed Software. - -"Taxes" shall have the meaning set forth in Section 10.5. - -"Term" shall mean the validity period of this Agreement, as set forth in the -License Certificate. - -“The Qt Company” shall mean: - -(i) in the event Licensee is an individual residing in the United States or a -legal entity incorporated in the United States or having its headquarters in the -United States, The Qt Company Inc., a Delaware corporation with its office at -2350 Mission College Blvd., Suite 1020, Santa Clara, CA 95054, USA.; or - -(ii) in the event the Licensee is an individual residing outside of the United -States or a legal entity incorporated outside of the United States or having its -registered office outside of the United States, The Qt Company Ltd., a Finnish -company with its registered office at Bertel Jungin aukio D3A, 02600 Espoo, -Finland. - -"Updates" shall mean a release or version of the Licensed Software containing -bug fixes, error corrections and other changes that are generally made available -to users of the Licensed Software that have contracted for Support. Updates are -generally depicted as a change to the digits following the decimal in the -Licensed Software version number. The Qt Company shall make Updates available to -the Licensee under the Support. Updates shall be considered as part of the -Licensed Software hereunder. - -"Upgrades" shall mean a release or version of the Licensed Software containing -enhancements and new features and are generally depicted as a change to the -first digit of the Licensed Software version number. In the event Upgrades are -provided to the Licensee under this Agreement, they shall be considered as part -of the Licensed Software hereunder. - -2. OWNERSHIP 2.1 - -Ownership of The Qt Company - -The Licensed Software is protected by copyright laws and international copyright -treaties, as well as other intellectual property laws and treaties. The Licensed -Software is licensed, not sold. - -All The Qt Company's Intellectual Property Rights are and shall remain the -exclusive property of The Qt Company or its licensors respectively. - -2.2 Ownership of Licensee - -All the Licensee's Intellectual Property Rights are and shall remain the -exclusive property of the Licensee or its licensors respectively. - -All Intellectual Property Rights to the Modified Software, Applications and -Devices shall remain with the Licensee and no rights thereto shall be granted by -the Licensee to The Qt Company under this Agreement (except as set forth in -Section 2.3 below). - -2.3 Modified Software - -Licensee may create Modified Software that breaks the source or binary -compatibility with the Licensed Software. This includes, but is not limited to, -changing the application programming interfaces ("API") 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 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. - -To the extent Licensee submits Modified Software to The Qt Company ("Submitted -Modified Software"), Licensee hereby grants The Qt Company a sublicensable, -assignable, irrevocable, perpetual, worldwide, non-exclusive, royalty-free and -fully paid-up license, under all of Licensee's Intellectual Property Rights, to -reproduce, adapt, translate, modify, and prepare derivative works of, publicly -display, publicly perform, sublicense, make available and distribute such -Submitted Modified Software as The Qt Company sees fit at its free and absolute -discretion. For the sake of clarity, the Licensee shall have no obligation to -provide Modified Software to The Qt Company. - -3. LICENSES GRANTED - -3.1 Development with Licensed Software - -Subject to the terms of this Agreement, The Qt Company grants to Licensee a -personal, worldwide, non- exclusive, non-transferable license, valid for the -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 services to end-user Customers. - -Licensee may install copies of the Licensed Software on an unlimited number of -computers provided that (i) only the Designated Users may use the Licensed -Software, and (ii) all Designated Users must have a valid Development License to -use Licensed Software. - -Licensee may at any time designate another Designated User to replace a -then-current Designated User by notifying The Qt Company in writing, provided -that any Designated User may be replaced only once during any six-month period. - -3.2 Distribution of Redistributables - -Subject to the terms of this Agreement, The Qt Company grants to Licensee a -personal, worldwide, non- exclusive, non-transferable license, valid for the -Term, to (i) distribute, by itself or through its Contractors, Redistributables -as installed, incorporated or integrated into Applications for execution on the -Deployment Platforms, and (ii) 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 (iii) grant sublicenses to -Redistributables, as distributed hereunder, for Customers solely for Customer's -internal use and to the extent necessary in order for the Customers to use the -Applications and/or Devices for their respective intended purposes. - -Right to distribute the Redistributables as provided herein is conditional upon -the Licensee having purchased and paid the appropriate amount of Development and -Distribution Licenses from The Qt Company before distributing any -Redistributables to Customers. - -For the avoidance of any doubt it is specifically acknowledged and agreed that -distribution of Redistributables solely as installed, incorporated or integrated -into Applications for execution on the Deployment Platform(s), as specified in -(i) of the first paragraph of Section 3.2 above, i.e. with no connection to -Devices or intention to use in connection therewith, shall not require a -Distribution License. - -3.3 SDK License - -The Qt Company grants to Licensee a personal, worldwide, non-exclusive, -non-transferable license, valid for the Term, to (i) distribute Licensed -Software as a part of the SDK to Licensee´s SDK Contractors in connection with -the Program and (ii) in connection with the Program, by itself or by Licensee's -SDK Contractors, combine, incorporate or integrate Licensed Software with, or -use Licensed Software for creation of, any software created with or -incorporating Open Source Qt, provided, however, that: - -(i) the Licensee´s SDK Contractors are only entitled to use the Licensed -Software as part of SDK and for the sole purpose of developing software for -Devices that are distributed under the Program; and - -(ii) Licensee´s SDK Contractors shall not be entitled to distribute the SDK or -any part thereof to any third parties. - -For the avoidance of any doubt, the distribution of such software development -tools that do not contain Licensed Software shall not be covered by this -Agreement. - -3.4 Further Requirements - -The licenses granted above in this Section 3 by The Qt Company to Licensee are -conditional and subject to Licensee's compliance with the following terms: - -(i) Licensee shall not remove or alter any copyright, trademark or other -proprietary rights notice contained in any portion of the Licensed Software; - -(ii) Applications and SDKs must add primary and substantial functionality to the -Licensed Software; - -(iii) Applications may not pass on functionality which in any way makes it -possible for others to create software with the Licensed Software; provided -however that Licensee may use the Licensed Software's scripting and QML ("Qt -Quick") functionality solely in order to enable scripting, themes and styles -that augment the functionality and appearance of the Application(s) without -adding primary and substantial functionality to the Application(s); - -(iv) Applications and SDKs must not compete with the Licensed Software; - -(v) Licensee shall not use The Qt Company's or any of its suppliers' names, -logos, or trademarks to market Applications or SDKs, except that Licensee may -use "Built with Qt" logo to indicate that Application(s) was developed using -the Licensed Software; - -(vi) Except as expressly provided in Section 3.3, Licensee shall not -distribute, sublicense or disclose source code of Licensed Software to any third -party (provided however that Licensee may appoint employee(s) of Contractors as -Designated Users to use Licensed Software pursuant to this Agreement); - -(vii) Licensee shall not grant the Customers a right to (i) make copies of the -Redistributables except when and to the extent required to use the Applications -and/or Devices for their intended purpose, (ii) modify the Redistributables or -create derivative works thereof, (iii) decompile, disassemble or otherwise -reverse engineer Redistributables, or (iv) redistribute any copy or portion of -the Redistributables to any third party, except as part of the onward sale of -the Device on which the Redistributables are installed; - -(viii) Except as expressly provided in Section 3.3, Licensee shall not and -shall cause that its Affiliates, Contractors and Licensee's SDK Contractors -shall not a) in any way, combine, incorporate or integrate Licensed Software -with, or use Licensed Software for creation of, any software created with or -incorporating Open Source Qt or b) incorporate or integrate Applications into a -hardware device or product other than a Device, unless Licensee has received an -advance written permission from The Qt Company to do so. Unless specifically -otherwise agreed, any and all distribution by the Licensee during the Term of -a hardware device or product a) which incorporate or integrate any part of -Licensed Software or Open Source Qt; or b) where the main user interface or -substantial functionality is provided by software build with Licensed -Software or Open Source Qt or otherwise depends on the Licensed Software or Open -Open Source Qt, shall be considered as distribution under this Agreement and -dependent on compliance thereof (including but not limited to obligation to -pay applicable License Fees for such distribution); - -(ix) Licensee shall cause all of its Affiliates and Contractors entitled to make -use of the licenses granted under this Agreement, to be contractually bound to -comply with the relevant terms of this Agreement and not to use the Licensed -Software beyond the terms hereof and for any purposes other than operating -within the scope of their services for Licensee. Licensee shall be responsible -for any and all actions and omissions of its Affiliates and Contractors relating -to the Licensed Software and use thereof (including but not limited to payment -of all applicable License Fees); - -(x) Except when and to the extent explicitly provided in this Section 3, -Licensee shall not transfer, publish, disclose, display or otherwise make -available the Licensed Software; - -(xi) Licensee shall not take any action inconsistent with The Qt Company's -Intellectual Property Rights; and - -(xii) Attempt or enlist a third party to conduct or attempt to conduct any of -the above. - -Above terms shall not be applicable if and to the extent they conflict with any -mandatory provisions of any applicable laws. - -Any use of Licensed Software beyond the provisions of this Agreement is strictly -prohibited and requires an additional license from The Qt Company. - -4. THIRD PARTY SOFTWARE - -The Licensed Software may provide links to third party libraries or code -(collectively "Third Party Software") to implement various functions. Third -Party Software does not comprise part of the Licensed Software. In some cases, -access to Third Party Software may be included in the Licensed Software. Such -Third Party Software will be listed in the ".../src/3rdparty" source tree -delivered with the Licensed Software or documented in the Licensed Software, as -such may be amended from time to time. Licensee acknowledges that use or -distribution of Third Party Software is in all respects subject to applicable -license terms of applicable third party right holders. 5. PRE-RELEASE CODE - -The Licensed Software may contain pre-release code and functionality marked or -otherwise stated as "Technology Preview", "Alpha", "Beta" or similar -designation. Such pre-release code may be present in order to provide -experimental support for new platforms or preliminary versions of one or more -new functionalities. The pre-release code may not be at the level of performance -and compatibility of a final, generally available, product offering of the -Licensed Software. The pre-release parts of the Licensed Software may not -operate correctly, may contain errors and may be substantially modified by The -Qt Company prior to the first commercial product release, if any. The Qt Company -is under no obligation to make pre-release code commercially available, or -provide any Support or Updates relating thereto. The Qt Company assumes no -liability whatsoever regarding any pre-release code, but any use thereof is -exclusively at Licensee's own risk and expense. - -6. LIMITED WARRANTY AND WARRANTY DISCLAIMER - -The Qt Company hereby represents and warrants that it has the power and -authority to grant the rights and licenses granted to Licensee under this -Agreement. - -Except as set forth above, the Licensed Software is licensed to Licensee "as -is". - -TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE QT COMPANY ON BEHALF OF -ITSELF AND ITS LICENSORS, SUPPLIERS AND AFFILIATES, DISCLAIMS ALL WARRANTIES, -EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF -MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT -WITH REGARD TO THE LICENSED SOFTWARE. THE QT COMPANY DOES NOT WARRANT THAT THE -LICENSED SOFTWARE WILL SATISFY LICENSEE'S REQUIREMENTS OR THAT IT WILL OPERATE -WITHOUT DEFECT OR ERROR OR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED. ALL -USE OF AND RELIANCE ON THE LICENSED SOFTWARE IS AT THE SOLE RISK OF AND -RESPONSIBILITY OF LICENSEE. - -Licensee's exclusive remedy and The Qt Company's entire liability for 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. - -7. INDEMNIFICATION AND LIMITATION OF LIABILITY - -7.1 Limitation of Liability - -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 BE LIABLE TO THE OTHER PARTY FOR ANY LOSS OF PROFIT, -LOSS OF DATA, LOSS OF BUSINESS OR GOODWILL OR ANY OTHER INDIRECT, SPECIAL, -CONSEQUENTIAL, INCIDENTAL OR PUNITIVE COST, DAMAGES OR EXPENSE OF ANY KIND, -HOWSOEVER ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT. - -EXCEPT FOR (I) CASES OF GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, (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. - -THE PROVISIONS OF THIS SECTION 7 ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN -THE QT COMPANY AND LICENSEE AND THE PARTIES HAVE RELIED UPON THE LIMITATIONS SET -FORTH HEREIN IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT. - -7.2 Licensee´s Indemnification - -Licensee shall indemnify and hold harmless The Qt Company from and against any -claim, injury, judgment, settlement, loss or expense, including attorneys' fees -related to: (a) Licensee's misrepresentation in connection with The Qt Company -or the Licensed Software or breach of this Agreement, (b) the Application or -Device (except where such cause of liability is solely attributable to the -Licensed Software). - -8. SUPPORT, UPDATES AND ONLINE SERVICES - -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 -Term. - -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. - -Unless otherwise agreed, The Qt Company shall not be responsible for providing -any service or support to the Customers. - -9. CONFIDENTIALITY - -Each Party acknowledges that during the Term of this Agreement each Party may -receive information about the other Party's business, business methods, business -plans, customers, business relations, technology, and other information, -including the terms of this Agreement, that is confidential and of great value -to the other Party, and the value of which would be significantly reduced if -disclosed to third parties ("Confidential Information"). Accordingly, when a -Party (the "Receiving Party") receives Confidential Information from the other -Party (the "Disclosing Party"), the Receiving Party shall only disclose such -information to employees and Contractors on a need to know basis, and shall -cause its employees and employees of its Affiliates to: (i) maintain any and all -Confidential Information in confidence; (ii) not disclose the Confidential -Information to a third party without the Disclosing Party's prior written -approval; and (iii) not, directly or indirectly, use the Confidential -Information for any purpose other than for exercising its rights and fulfilling -its responsibilities pursuant to this Agreement. Each Party shall take -reasonable measures to protect the Confidential Information of the other Party, -which measures shall not be less than the measures taken by such Party to -protect its own confidential and proprietary information. - -Obligation of confidentiality shall not apply to information that (i) is or -becomes generally known to the public through no act or omission of the -Receiving Party; (ii) was in the Receiving Party's lawful possession prior to -the disclosure hereunder and was not subject to limitations on disclosure or -use; (iii) is developed independently by employees or Contractors of the -Receiving Party or other persons working for the Receiving Party who have not -had access to the Confidential Information of the Disclosing Party, as proven by -the written records of the Receiving Party; (iv) is lawfully disclosed to the -Receiving Party without restrictions, by a third party not under an obligation -of confidentiality; or (v) the Receiving Party is legally compelled to disclose, -in which case the Receiving Party shall notify the Disclosing Party of such -compelled disclosure and assert the privileged and confidential nature of the -information and cooperate fully with the Disclosing Party to limit the scope of -disclosure and the dissemination of disclosed Confidential Information to the -minimum extent necessary. - -The obligations under this Section 9 shall continue to remain in force for a -period of five (5) years after the last disclosure, and, with respect to trade -secrets, for so long as such trade secrets are protected under applicable trade -secret laws. - -10. FEES, DELIVERY AND PAYMENT - -10.1 License Fees - -License Fees are described in The Qt Company's standard price list, quote or -Purchase Order confirmation or in an appendix hereto, as the case may be. The -License Fees shall not be refunded or claimed as a credit, 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 -balances that remain past due. - -The Qt Company shall have the right to suspend, terminate or withhold grants of -all rights to the Licensed Software hereunder, including but not limited to the -Developer License, Distribution License, and Support, should Licensee fail to -make payment in a timely fashion. - -10.5 Taxes -All License Fees and other charges payable hereunder are gross amounts but -exclusive of any value added tax, use tax, sales tax and other taxes, duties or -tariffs ("Taxes"). Such applicable Taxes shall be paid by Licensee, or, where -applicable, in lieu of payment of such Taxes, Licensee shall provide an -exemption certificate to The Qt Company and any applicable authority. - -11 RECORD-KEEPING AND REPORTING OBLIGATIONS; AUDIT RIGHTS - -11.1 Licensee's Record-keeping - -Licensee shall at all times maintain accurate and up-to-date written records of -Licensee's activities related to the use of Licensed Software and distribution -of Redistributables. The records shall be adequate to determine Licensee's -compliance with the provisions of this Agreement and to demonstrate the number -of Designated Users and Redistributables distributed by Licensee. The records -shall conform to good accounting practices reasonably acceptable to The Qt -Company. - -Licensee shall, within thirty (30) days from the end of each calendar -quarter, deliver to The Qt Company a report detailing the number of Designated -Users and copies of Redistributables distributed by Licensee during that -calendar quarter, and also detailing the number of undistributed copies of -Redistributables made by Licensee and remaining in its account (i.e., -undistributed copies for which Distribution Licenses have been or need to be -obtained from The Qt Company). Such report shall contain such other information -as The Qt Company shall reasonably require from time to time. - -11.2. The Qt Company's Audit Rights - -The Qt Company or an independent auditor acting on behalf of The Qt Company's, -may, upon at least five (5) business days' prior written notice and at its -expense, audit Licensee with respect to the use of the Redistributables, but -not more frequently than once during each 6-month period. Such audit may be -conducted by mail, electronic means or through an in-person visit to -Licensee's place of business. Any such in-person audit shall be conducted -during regular business hours at Licensee's facilities and shall not -unreasonably interfere with Licensee's business activities. The Qt Company or -the independent auditor acting on behalf of The Qt Company shall be entitled to -inspect Licensee's Records. All such Licensee's Records and use thereof shall be -subject to an obligation of confidentiality under this Agreement. - -If an audit reveals that Licensee is using the Licensed Software beyond scope of -the licenses Licensee has paid for, Licensee agrees to immediately pay The Qt -Company any amounts owed for such unauthorized use. - -In addition, in the event the audit reveals a material violation of the terms of -this Agreement (underpayment of more than 5% of License Fees shall always be -deemed a material violation for purposes of this section), then the Licensee -shall pay The Qt Company's reasonable cost of conducting such audit. - -12 TERM AND TERMINATION - -12.1 Term - -This Agreement shall enter into force upon due acceptance by both Parties and -remain in force for the Term, unless and until terminated pursuant to the terms -of this Section 12. - -12.2 Termination by The Qt Company - -The Qt Company shall have the right to terminate this Agreement upon thirty -(30) days prior written notice if (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 - -Either Party shall have the right to terminate this Agreement immediately upon -written notice in the event that the other Party becomes insolvent, files for -any form of bankruptcy, makes any assignment for the benefit of creditors, has a -receiver, administrative receiver or officer appointed over the whole or a -substantial part of its assets, ceases to conduct business, or an act equivalent -to any of the above occurs under the laws of the jurisdiction of the other -Party. - -12.4 Parties´ Rights and Duties upon Termination - -Upon expiry or termination of the Agreement 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 diff --git a/.QT-FOR-DEVICE-CREATION-LICENSE-AGREEMENT b/.QT-FOR-DEVICE-CREATION-LICENSE-AGREEMENT deleted file mode 100644 index 386577c..0000000 --- a/.QT-FOR-DEVICE-CREATION-LICENSE-AGREEMENT +++ /dev/null @@ -1,1315 +0,0 @@ -QT LICENSE AGREEMENT -Agreement version 4.3 - -This Qt License Agreement ("Agreement") is a legal agreement for the licensing -of Licensed Software (as defined below) between The Qt Company (as defined -below) and the Licensee who has accepted the terms of this Agreement by -downloading or using the Licensed Software and/or as defined herein: - -Capitalized terms used herein are defined in Section 1. - -WHEREAS: - (A) Licensee wishes to use the Licensed Software for the purpose of - developing and distributing Applications and/or Devices (each as - defined below); and - (B) The Qt Company is willing to grant the Licensee a right to use - Licensed Software for such a purpose pursuant to term and conditions - of this Agreement. - -NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS: - -1. DEFINITIONS - -"Affiliate" of a Party shall mean an entity (i) which is directly -or indirectly controlling such Party; (ii) which is under the same direct or -indirect ownership or control as such Party; or (iii) which is directly or -indirectly owned or controlled by such Party. For these purposes, an entity -shall be treated as being controlled by another if that other entity has fifty -percent (50 %) or more of the votes in such entity, is able to direct its -affairs and/or to control the composition of its board of directors or -equivalent body. - -"Add-on Products" shall mean The Qt Company's specific add-on software products -(for example Qt Safe Renderer, Qt for Automation, Qt Application Manager), which -are not licensed as part of The Qt Company's standard offering, but shall be -included into the scope of Licensed Software only if so specifically agreed -between the Parties. - -"Applications" shall mean Licensee's software products created using the -Licensed Software, which may include the Redistributables, or part thereof. - -"Contractor(s)" shall mean third party consultants, distributors and contractors -performing services to the Licensee under applicable contractual arrangement. - -"Customer(s)" shall mean Licensee's end users to whom Licensee, directly or -indirectly, distributes copies of the Redistributables. - -"Data Protection Legislation" shall mean the General Data Protection Regulation -(EU 2016/679) (GDPR) and any national implementing laws, regulations and -secondary legislation, as may be amended or updated from time to time, as well -as any other data protection laws or regulations applicable in relevant -territory. - -"Deployment Platforms" shall mean operating systems and/or hardware specified -in the License Certificate, on which the Redistributables can be distributed -pursuant to the terms and conditions of this Agreement. - -"Designated User(s)" shall mean the employee(s) of Licensee or Licensee's -Affiliates acting within the scope of their employment or Licensee's Contractors -acting within the scope of their services for Licensee and on behalf of -Licensee. Designated Users shall be named in the License Certificate. - -"Development License" shall mean the license needed by the Licensee for each -Designated User to use the Licensed Software under the license grant described -in Section 3.1 of this Agreement. Development Licenses are available per -respective Licensed Software products, each product having its designated scope -and purpose of use. Distribution Licenses are always connected to Qt for Device -Creation product and Qt for MCUs product only. - -"Development Platforms" shall mean those operating systems specified in the -License Certificate, in which the Licensed Software can be used under the -Development License, but not distributed in any form or used for any other purpose. - -"Devices" shall mean hardware devices or products that 1) are manufactured -and/or distributed by the Licensee or its Affiliates or Contractors, and (2)(i) -incorporate or integrate the Redistributables or parts thereof; or (ii) where -the main user interface or substantial functionality of such unit , when used by -a Customer, is provided by Application(s) or otherwise depends on the Licensed -Software, regardless of whether the Redistributables are distributed together -with the hardware or not. Devices covered with this Agreement shall be specified -in Appendix 2 or in a quote. - -"Distribution License(s)" shall mean the license required for any kind of sale, -trade, exchange, loan, lease, rental or other distribution by or on behalf of -Licensee to a third party of Redistributables in connection with Devices -ursuant to license grant described in Section 3.3 of this Agreement. - -"Distribution License Packs" shall mean set of prepaid Distribution Licenses for -distribution of Redistributables, as defined in The Qt Company's standard price -list, quote, Purchase Order confirmation or in an appendix hereto, as the case -may be. - -"Intellectual Property Rights" shall mean patents (including utility models), -design patents, and designs (whether or not capable of registration), chip -topography rights and other like protection, copyrights, trademarks, service -marks, trade names, logos or other words or symbols and any other form of -statutory protection of any kind and applications for any of the foregoing as -well as any trade secrets. - -"License Certificate" shall mean a certificate generated by The Qt Company for -each Designated User respectively upon them downloading the Licensed Software, -which will be available under respective Designated User's Qt Account at -account.qt.io. License Certificates will specify the Designated User, the -Development Platforms, Deployment Platforms and the License Term. Such terms are -considered part of the licenses granted hereunder and shall be updated from time -to time to reflect any agreed changes to the foregoing terms relating to -Designated User's rights to the Licensed Software. - -"License Fee" shall mean the fee charged to the Licensee for rights granted -under the terms of this Agreement. - -"License Term" shall mean the agreed validity period of the Development License -of the respective Designated User, during which time the Designated User is -entitled to use the Licensed Software, as set forth in the respective License -Certificate. - -"Licensed Software" shall mean either - (i) Qt for Application Development or - (ii) Qt for Device Creation, and/or - (iii) Qt 3D Studio, and/or - (iv) Qt Design Studio, and/or - (v) Qt for MCUs, and/or - (vi) selected Add-on Products, if any, - -depending on which product(s) the Licensee has purchased under this Agreement, -as well as corresponding online or electronic documentation, associated media -and printed materials, including the source code (where applicable), example -programs and the documentation, licensed to the Licensee under this Agreement. -Licensed Software does not include Third Party Software (as defined in -Section 4) or Open Source Qt. The Qt Company may, in the course of its -development activities, at its free and absolute discretion and without any -obligation to send or publish any notifications to the Licensee or in general, -make changes, additions or deletions in the components and functionalities of -the Licensed Software, provided that no such changes, additions or deletions -will affect the already released version of the Licensed Software, but only -upcoming version(s). - -"Licensee" shall mean the individual or legal entity that is party to this -Agreement, as identified on the signature page hereof. - -"Licensee's Records" shall mean books and records that are likely to contain -information bearing on Licensee's compliance with this Agreement, Licensee's use -of Open Source Qt and/or the payments due to The Qt Company under this -Agreement, including, but not limited to user information, assembly logs, sales -records and distribution records. - -"Modified Software" shall have the meaning as set forth in Section 2.3. - -"Online Services" shall mean any services or access to systems made available by -The Qt Company to the Licensee over the Internet relating to the Licensed -Software or for the purpose of use by the Licensee of the Licensed Software or -Support. Use of any such Online Services is discretionary for the Licensee and -some of them may be subject to additional fees. - -"Open Source Qt" shall mean the non-commercial Qt computer software products, -licensed under the terms of the GNU Lesser General Public License, version 2.1 -or later ("LGPL") or the GNU General Public License, version 2.0 or later -("GPL"). For clarity, Open Source Qt shall not be provided nor governed under -this Agreement. - -"Party" or "Parties" shall mean Licensee and/or The Qt Company. - -"Permitted Combination" shall have the meaning as set forth in Section -3.4(viii). - -"Pre-Release Code" shall have the meaning as set forth in Section 4. - -"Prohibited Combination" shall mean any means to (i) use, combine, incorporate, -link or integrate Licensed Software with any software created with or -incorporating Open Source Qt, (ii) use Licensed Software for creation of any -software created with or incorporating Open Source Qt, or (iii) incorporate or -integrate Applications into a hardware device or product other than a Device. - -"Qt 3D Studio" shall mean The Qt Company's productized offering, which consist -of all versions of modules and tools as set forth in Appendix 1. - -"Qt Design Studio" shall mean The Qt Company's productized offering, which -consist of all versions of modules and tools as set forth in Appendix 1. - -"Qt for Application Development" shall mean The Qt Company's productized -offering, which consist of all versions of modules and tools as set forth in -Appendix 1. - -"Qt for Device Creation" shall mean The Qt Company's productized offering, -which consist of all versions of modules and tools as set forth in Appendix 1. - -"Qt for MCUs" shall mean The Qt Company's productized offering, which consist -of all versions of modules and tools as set forth in Appendix 1. - -"Redistributables" shall mean the portions of the Licensed Software set forth -in Appendix 1 that may be distributed pursuant to the terms of this Agreement -in object code form only, including any relevant documentation. Where -relevant, any reference to Licensed Software in this Agreement shall include -and refer also to Redistributables. - -"Renewal Term" shall mean an extension of previous License Term as agreed -between the Parties. - -"Submitted Modified Software" shall have the meaning as set forth in Section -2.3. - -"Support" shall mean standard developer support that is provided by The Qt -Company to assist Designated Users in using the Licensed Software in accordance -with The Qt Company's standard support terms available at -https://www.qt.io/terms-conditions/ and as further defined in Section 8 -hereunder. - -"Taxes" shall have the meaning set forth in Section 10.5. - -"Term" shall have the meaning set forth in Section 12. - -"The Qt Company" shall mean: - (i) in the event Licensee is an individual residing in the United States - or a legal entity incorporated in the United States or having its - headquarters in the United States, The Qt Company Inc., a - Delaware corporation with its office at 2350 Mission College Blvd., - Suite 1020, Santa Clara, CA 95054, USA.; or - (ii) in the event the Licensee is an individual residing outside of the - United States or a legal entity incorporated outside of the United - States or having its registered office outside of the United States, - The Qt Company Ltd., a Finnish company with its registered office - at Bertel Jungin aukio D3A, 02600 Espoo, Finland. - -"Third-Party Software" shall have the meaning set forth in Section 4. - -"Updates" shall mean a release or version of the Licensed Software containing -bug fixes, error corrections and other changes that are generally made available -to users of the Licensed Software that have contracted for Support. Updates are -generally depicted as a change to the digits following the decimal in the -Licensed Software version number. The Qt Company shall make Updates available to -the Licensee under the Support. Updates shall be considered as part of the -Licensed Software hereunder. - -"Upgrades" shall mean a release or version of the Licensed Software containing -enhancements and new features and are generally depicted as a change to the -first digit of the Licensed Software version number. In the event Upgrades are -provided to the Licensee under this Agreement, they shall be considered as part -of the Licensed Software hereunder. - -2. OWNERSHIP - -2.1. Ownership of The Qt Company -The Licensed Software is protected by copyright laws and international copyright -treaties, as well as other intellectual property laws and treaties. The Licensed -Software is licensed, not sold. - -All of The Qt Company's Intellectual Property Rights are and shall remain the -exclusive property of The Qt Company or its licensors respectively. - -2.2. Ownership of Licensee -All the Licensee's Intellectual Property Rights are and shall remain the -exclusive property of the Licensee or its licensors respectively. - -All Intellectual Property Rights to the Modified Software, Applications and Devices -shall remain with the Licensee and no rights thereto shall be granted by the -Licensee to The Qt Company under this Agreement (except as set forth in Section -2.3 below). - -2.3. Modified Software -Licensee may create bug-fixes, error corrections, patches or modifications to -the Licensed Software ("Modified Software"). Such Modified Software may break -the source or binary compatibility with the Licensed Software (including without -limitation through changing the application programming interfaces ("API") or by -adding, changing or deleting any variable, method, or class signature in the -Licensed Software and/or any inter-process protocols, services or standards in -the Licensed Software libraries). To the extent that Licensee's Modified -Software so breaks source or binary compatibility with the Licensed Software, -Licensee acknowledges that The Qt Company's ability to provide Support may be -prevented or limited and Licensee's ability to make use of Updates may be restricted. - -Licensee may, at its sole and absolute discretion, choose to submit Modified -Software to The Qt Company ("Submitted Modified Software") in connection with -Licensee's Support request, service request or otherwise. In the event Licensee -does so, then, Licensee hereby grants The Qt Company a sublicensable, -assignable, irrevocable, perpetual, worldwide, non-exclusive, royalty-free and -fully paid-up license, under all of Licensee's Intellectual Property Rights, to -reproduce, adapt, translate, modify, and prepare derivative works of, publicly -display, publicly perform, sublicense, make available and distribute such -Submitted Modified Software as The Qt Company sees fit at its free and absolute -discretion. - -3. LICENSES GRANTED - -3.1. Development with Licensed Software -Subject to the terms of this Agreement, The Qt Company grants to Licensee a -worldwide, non-exclusive, non-transferable license, valid for the License Term, -to use, modify and copy the Licensed Software by Designated Users on the -Development Platforms for the sole purposes of designing, developing, -demonstrating and testing Application(s) and/or Devices, and to provide thereto -related support and other related services to end-user Customers. Each -Application and/or Device can only include, incorporate or integrate code -generated under this Agreement 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). - -Licensee may install copies of the Licensed Software on five (5) computers per -Designated User, provided that only the Designated Users who have a valid -Development License may use the Licensed Software. - -Licensee may at any time designate another Designated User to replace a -then-current Designated User by notifying The Qt Company in writing, provided -that any Designated User may be replaced only once during any six-month period. - -Upon expiry of the initially agreed License Term, the respective License Terms -shall be automatically extended to one or more Renewal Term(s), unless and -until either Party notifies the other Party in writing, or any other method -acceptable to The Qt Company, that it does not wish to continue the License -Term, such notification to be provided to the other Party no less than thirty -(30) days before expiry of the respective License Term. - -Unless otherwise agreed between the Parties, Renewal Term shall be of equal -length with the initial License Term. - -Any such Renewal Term shall be subject to License Fees agreed between the -Parties or, if no advance agreement exists, subject to The Qt Company's standard -pricing applicable at the commencement date of any such Renewal Term. - -Any price or other term specified for a Renewal Term shall be valid only for the -specified time. - -The Qt Company may either request the Licensee to place a purchase order -corresponding to a quote by The Qt Company, or uses Licensees stored Credit -Card information in the QtAccount to automatically charge the Licensee for the -relevant Renewal Term. - -In the event Licensee does not prevent auto-renewal pursuant the above, but a -Renewal Term is nevertheless not duly ordered within 30 days from the date of -the respective notification from The Qt Company and/or the respective License -Fee paid by due date specified in The Qt Company's respective invoice, The Qt -Company shall apply a reinstatement fee equal to ten percent (10 %) of the -total value of the License Fees of the Development Licenses for the expired -term to be added to the License Fee of the respective Renewal Term. - -In the event Licensee chooses not to renew a Development License for a Renewal -Term by notifying The Qt Company thereof no less than thirty (30) days before -expiry of the respective License Term, Licensee may still reinstate such -expired Development Licenses for a Renewal Term subject to applicable renewal -Term License Fees until thirty (30) days from the expiry of the initially -agreed License Term or preceding Renewal Term. After such thirty (30) day -period a Development License shall be subject to applicable License Fees for -a new Development License and not any Renewal Term License Fees. - -3.2. Distribution of Applications -Subject to the terms of this Agreement, The Qt Company grants to Licensee -a worldwide, non-exclusive, non-transferable, revocable (for cause pursuant to -this Agreement) right and license, valid for the Term, to - (i) distribute, by itself or through its Contractors, Redistributables as - installed, incorporated or integrated into Applications for execution - on the Deployment Platforms, and - (ii) grant sublicenses to Redistributables, as distributed hereunder, for - Customers solely for Customer's internal use and to the extent - necessary in order for the Customers to use the Applications for their - respective intended purposes. - -Right to distribute the Redistributables as part of an Application as provided -herein is not royalty-bearing but is conditional upon the Licensee not having -any unpaid License Fees for Development Licenses owed to The Qt Company at the -time of distribution of any Redistributables to Customers. - -3.3. Distribution of Devices -Subject to the terms of this Agreement, The Qt Company grants to Licensee a -worldwide, non-exclusive, non-transferable, revocable (for cause pursuant to -this Agreement) right and license, valid for the Term, to - (i) distribute, by itself or through one or more tiers of Contractors, - Redistributables as installed, incorporated or integrated, or intended - to be installed, incorporated or integrated into Devices for execution - on the Deployment Platforms, and - (ii) grant sublicenses to Redistributables, as distributed hereunder, for - Customers solely for Customer's internal use and to the extent - necessary in order for the Customers to use the Devices for their - respective intended purposes. - -Right to distribute the Redistributables with Devices as provided herein is -conditional upon the Licensee (i) not having any unpaid License Fees for -Development Licenses owed to The Qt Company, and (ii) having purchased and paid -corresponding Distribution Licenses at the time of distribution of any -Redistributables to Customers. - -3.4. Further Requirements -The licenses granted above in this Section 3 by The Qt Company to Licensee are -conditional and subject to Licensee's compliance with the following terms: - (i) Licensee shall not remove or alter any copyright, trademark or other - proprietary rights notice(s) contained in any portion of the Licensed - Software; - (ii) Applications must add primary and substantial functionality to the - Licensed Software so as not to compete with the Licensed Software; - (iii) Applications may not pass on functionality which in any way makes it - possible for others to create software with the Licensed Software; - provided however that Licensee may use the Licensed Software's - scripting and QML ("Qt Quick") functionality solely in order to - enable scripting, themes and styles that augment the functionality - and appearance of the Application(s) without adding primary and - substantial functionality to the Application(s); - (iv) Licensee shall not use Licensed Software in any manner or for any - purpose that infringes, misappropriates or otherwise violates any - Intellectual property or right of any third party, or that violates - any applicable law; - (v) Licensee shall not use The Qt Company's or any of its suppliers' - names, logos, or trademarks to market Applications, except that - Licensee may use "Built with Qt" logo to indicate that - Application(s) was developed using the Licensed Software; - (vi) Licensee shall not distribute, sublicense or disclose source code - of Licensed Software to any third party (provided however that - Licensee may appoint employee(s) of Contractors as Designated - Users to use Licensed Software pursuant to this Agreement). Such - right may be available for the Licensee subject to a separate - software development kit ("SDK") license agreement to be concluded - with The Qt Company; - (vii) Licensee shall not grant the Customers a right to (i) make copies of - the Redistributables except when and to the extent required to use the - Applications and/or Devices for their intended purpose, (ii) modify - the Redistributables or create derivative works thereof, (iii) - decompile, disassemble or otherwise reverse engineer Redistributables, - or (iv) redistribute any copy or portion of the Redistributables to - any third party, except as part of the onward sale of the Device on - which the Redistributables are installed; - (viii) Licensee shall not and shall cause that its Affiliates or - Contractors shall not use Licensed Software in any Prohibited - Combination, unless Licensee has received an advance written - permission from The Qt Company to do so. Absent such written - permission, any and all distribution by the Licensee during the Term - of a hardware device or product a) which incorporate or integrate any - part of Licensed Software or Open Source Qt; or b) where the main - user interface or substantial functionality is provided by software - built with Licensed Software or Open Source Qt or otherwise depends - on the Licensed Software or Open Source Qt, shall be considered to be - Device distribution under this Agreement and shall be dependent on - Licensee's compliance thereof (including but not limited to - obligation to pay applicable License Fees for such distribution). - Notwithstanding what is provided above in this sub-section (viii), - Licensee is entitled to use and combine Licensed Software with any - Permitted Software; - (ix) Licensee shall cause all of its Affiliates and Contractors entitled - to make use of the licenses granted under this Agreement, to be - contractually bound to comply with the relevant terms of this - Agreement and not to use the Licensed Software beyond the terms - hereof and for any purposes other than operating within the scope - of their services for Licensee. Licensee shall be responsible for - any and all actions and omissions of its Affiliates and Contractors - relating to the Licensed Software and use thereof (including but not - limited to payment of all applicable License Fees); - (x) Except when and to the extent explicitly provided in this Section 3, - Licensee shall not transfer, publish, disclose, display or otherwise - make available the Licensed Software; and - (xi) Licensee shall not attempt or enlist a third party to conduct or - attempt to conduct any of the above. - -Above terms shall not be applicable if and to the extent they conflict with any -mandatory provisions of any applicable laws. -Any use of Licensed Software beyond the provisions of this Agreement is -strictly prohibited and requires an additional license from The Qt Company. - -4. THIRD-PARTY SOFTWARE - -The Licensed Software may provide links to third party libraries or code -(collectively "Third-Party Software") to implement various functions. -Third-Party Software does not comprise part of the Licensed Software. In some -cases, access to Third-Party Software may be included with the Licensed -Software. Such Third-Party Software will be listed in the ".../src/3rdparty" -source tree delivered with the Licensed Software or documented in the Licensed -Software, as such may be amended from time to time. Licensee acknowledges that -use or distribution of Third-Party Software is in all respects subject to -applicable license terms of applicable third-party right holders. - -5. PRE-RELEASE CODE - -The Licensed Software may contain pre-release code and functionality, or sample -code marked or otherwise stated with appropriate designation such as "Technology -Preview", "Alpha", "Beta", "Sample" etc. ("Pre-Release Code"). - -Such Pre-Release Code may be present complimentary for the Licensee, in order to -provide experimental support or information for new platforms or preliminary -versions of one or more new functionalities or for other similar reasons. The -Pre-Release Code may not be at the level of performance and compatibility of a -final, generally available, product offering. The Pre-Release Code may not -operate correctly, may contain errors and may be substantially modified by The -Qt Company prior to the first commercial product release, if any. The Qt -Company is under no obligation to make Pre-Release Code commercially available, -or provide any Support or Updates relating thereto. The Qt Company assumes no -liability whatsoever regarding any Pre-Release Code, but any use thereof is -exclusively at Licensee's own risk and expense. - -For clarity, unless Licensed Software specifies different license terms for -the respective Pre-Release Code, the Licensee is entitled to use such -pre-release code pursuant to Section 3, just like other Licensed Software, -provided however that in the event Add-on Products are included and available -as such Pre-Release Code, Licensee's right to use such Add-on Products is -nevertheless subject to and conditional upon conclusion of separate agreement -with The Qt Company. - -6. LIMITED WARRANTY AND WARRANTY DISCLAIMER - -The Qt Company hereby represents and warrants that it has the power and -authority to grant the rights and licenses granted to Licensee under this -Agreement. - -Except as set forth above, the Licensed Software is licensed to Licensee -"as is" and Licensee's exclusive remedy and The Qt Company's entire liability -for errors in the Licensed Software shall be limited, at The Qt Company's -option, to correction of the error, replacement of the Licensed Software or -return of the applicable fees paid for the defective Licensed Software for -the time period during which the License is not able to utilize the Licensed -Software under the terms of this Agreement. - -TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE QT COMPANY ON BEHALF OF -ITSELF AND ITS LICENSORS, SUPPLIERS AND AFFILIATES, DISCLAIMS ALL OTHER -WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED -WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND -NON-INFRINGEMENT WITH REGARD TO THE LICENSED SOFTWARE. THE QT COMPANY DOES -NOT WARRANT THAT THE LICENSED SOFTWARE WILL SATISFY LICENSEE'S REQUIREMENTS OR -THAT IT WILL OPERATE WITHOUT DEFECT OR ERROR OR THAT THE OPERATION THEREOF -WILL BE UNINTERRUPTED. - -7. INDEMNIFICATION AND LIMITATION OF LIABILITY - -7.1. Limitation of Liability -EXCEPT FOR (I) CASES OF GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, AND (II) -BREACH OF CONFIDENTIALITY, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO -EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOSS OF PROFIT, -LOSS OF DATA, LOSS OF BUSINESS OR GOODWILL OR ANY OTHER INDIRECT, SPECIAL, -CONSEQUENTIAL, INCIDENTAL OR PUNITIVE COST, DAMAGES OR EXPENSE OF ANY KIND, -HOWSOEVER ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT. - -EXCEPT FOR (I) CASES OF GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, AND (II) -BREACH OF CONFIDENTIALITY, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO -EVENT SHALL EITHER PARTY'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED -THE AGGREGATE LICENSE FEES PAID OR PAYABLE TO THE QT COMPANY FROM LICENSEE -DURING THE PERIOD OF TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT -RESULTING IN SUCH LIABILITY. - -THE PROVISIONS OF THIS SECTION 7 ALLOCATE THE RISKS UNDER THIS AGREEMENT -BETWEEN THE QT COMPANY AND LICENSEE AND THE PARTIES HAVE RELIED UPON THE -LIMITATIONS SET FORTH HEREIN IN DETERMINING WHETHER TO ENTER INTO THIS -AGREEMENT. - -NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, LICENSEE SHALL -ALWAYS BE LIABLE TO PAY THE APPLICABLE LICENSE FEES CORRESPONDING TO ITS ACTUAL -USE OF LICENSED SOFTWARE. - -8. SUPPORT, UPDATES AND ONLINE SERVICES - -Upon due payment of the agreed License Fees the Licensee will be eligible to -receive Support and Updates and to use the Online Services during the License -Term, provided, however, that in the event the License Term is longer than 36 -months, the initial payment includes Support for only the first 12 months, -unless the Parties specifically otherwise agree. - -Unless otherwise decided by The Company at its free and absolute discretion, -Upgrades will not be included in the Support but may be available subject to -additional fees. - -From time to time The Qt Company may change the Support terms, provided that -during the respective ongoing License Term the level of Support provided by The -Qt Company may not be reduced without the consent of the Licensee. - -Unless otherwise agreed, The Qt Company shall not be responsible for providing -any service or support to Customers. - -9. CONFIDENTIALITY - -Each Party acknowledges that during the Term of this Agreement each Party may -receive information about the other Party's business, business methods, -business plans, customers, business relations, technology, and other -information, including the terms of this Agreement, that is confidential and -of great value to the other Party, and the value of which would be -significantly reduced if disclosed to third parties ("Confidential -Information"). Accordingly, when a Party (the "Receiving Party") receives -Confidential Information from the other Party (the "Disclosing Party"), the -Receiving Party shall only disclose such information to employees and -Contractors on a need to know basis, and shall cause its employees and -employees of its Affiliates to: (i) maintain any and all Confidential -Information in confidence; (ii) not disclose the Confidential Information to -a third party without the Disclosing Party's prior written approval; and (iii) -not, directly or indirectly, use the Confidential Information for any purpose -other than for exercising its rights and fulfilling its responsibilities -pursuant to this Agreement. Each Party shall take reasonable measures to -protect the Confidential Information of the other Party, which measures shall -not be less than the measures taken by such Party to protect its own -confidential and proprietary information. - -Obligation of confidentiality shall not apply to information that (i) is or -becomes generally known to the public through no act or omission of the -Receiving Party; (ii) was in the Receiving Party's lawful possession prior -to the disclosure hereunder and was not subject to limitations on disclosure -or use; (iii) is developed independently by employees or Contractors of the -Receiving Party or other persons working for the Receiving Party who have not -had access to the Confidential Information of the Disclosing Party, as proven -by the written records of the Receiving Party; (iv) is lawfully disclosed to -the Receiving Party without restrictions, by a third party not under an -obligation of confidentiality; or (v) the Receiving Party is legally compelled -to disclose, in which case the Receiving Party shall notify the Disclosing -Party of such compelled disclosure and assert the privileged and confidential -nature of the information and cooperate fully with the Disclosing Party to -limit the scope of disclosure and the dissemination of disclosed Confidential -Information to the minimum extent necessary. - -The obligations under this Section 9 shall continue to remain in force for a -period of five (5) years after the last disclosure, and, with respect to trade -secrets, for so long as such trade secrets are protected under applicable -trade secret laws. - -10. FEES, DELIVERY AND PAYMENT - -10.1. License Fees -License Fees are described in The Qt Company's standard price list, quote or -Purchase Order confirmation or in an appendix hereto, as the case may be. - -The License Fees shall not be refunded or claimed as a credit in any event or -for any reason whatsoever. - -10.2. Ordering Licenses -Licensee may purchase Development Licenses and Distribution Licenses pursuant -to agreed pricing terms or, if no specific pricing terms have been agreed -upon, at The Qt Company's standard pricing terms applicable at the time of -purchase. Unless specifically otherwise provided, any pricing terms -referenced in this Agreement shall be valid for twelve (12) months from the -date of this Agreement. - -Licensee shall submit all purchase orders for Development Licenses and -Distribution Licenses to The Qt Company by email or any other method -acceptable to The Qt Company (each such order is referred to herein as a -"Purchase Order") for confirmation, whereupon the Purchase Order shall -become binding between the Parties. - -10.3. Distribution License Packs -Unless otherwise agreed, Distribution Licenses shall be purchased by way of -Distribution License Packs. - -Upon due payment of the ordered Distribution License Pack(s), the Licensee -will have an account of Distribution Licenses available for distributing -the Redistributables in accordance with this Agreement. - -Each time Licensee distributes a copy of Redistributables, then one -Distribution License is used, and Licensee's account of available -Distribution Licenses is decreased accordingly. - -Licensee may distribute copies of the Redistributables so long as Licensee -has Distribution Licenses remaining on its account. - -10.4. Payment Terms -License Fees and any other charges under this Agreement shall be paid by -Licensee no later than thirty (30) days from the date of the applicable -invoice from The Qt Company. - -The Qt Company will submit an invoice to Licensee after the date of this -Agreement and/or after The Qt Company receives a Purchase Order from Licensee. - -A late payment charge of the lower of (a) one percent per month; or (b) the -interest rate stipulated by applicable law, shall be charged on any unpaid -balances that remain past due. - -10.5. Taxes -All License Fees and other charges payable hereunder are gross amounts but -exclusive of any value added tax, use tax, sales tax, withholding tax and -other taxes, duties or tariffs ("Taxes") levied directly for the sale, -delivery or use of Licensed Software hereunder pursuant to any applicable -law. Such applicable Taxes shall be paid by Licensee to The Qt Company, or, -where applicable, in lieu of payment of such Taxes to The Qt Company, -Licensee shall provide an exemption certificate to The Qt Company and any -applicable authority. - -11. RECORD-KEEPING AND REPORTING OBLIGATIONS; AUDIT RIGHTS - -11.1. Licensee's Record-keeping -Licensee shall at all times during the Term of this Agreement and for a -period of seven (7) years thereafter maintain Licensee's Records in an -accurate and up-to-date form. Licensee's Records shall be adequate to -reasonably enable The Qt Company to determine Licensee's compliance with -the provisions of this Agreement. The records shall conform to general -good accounting practices. - -Licensee shall, within thirty (30) days from receiving The Qt Company's -request to that effect, deliver to The Qt Company a report based on -Licensee's Records, such report to contain information, in sufficient -detail, on (i) number and identity of users working with Licensed Software -or Open Source Qt, (ii) copies of Redistributables distributed by Licensee -during the most recent calendar quarter and/or any other term specified by -The Qt Company, (iii) number of undistributed copies of Redistributables -and corresponding number of unused Distribution Licenses remaining on -Licensee's account, and (iv) any other information as The Qt Company may -reasonably require from time to time. - -11.2. The Qt Company's Audit Rights -The Qt Company or an independent auditor acting on behalf of The Qt -Company's, may, upon at least five (5) business days' prior written -notice and at its expense, audit Licensee with respect to the Licensee's -use of the Licensed Software, but not more frequently than once during -each 6-month period. Such audit may be conducted by mail, electronic means -or through an in-person visit to Licensee's place of business. Any such -in-person audit shall be conducted during regular business hours at -Licensee's facilities and shall not unreasonably interfere with Licensee's -usiness activities. The Qt Company or the independent auditor acting on -behalf of The Qt Company shall be entitled to inspect Licensee's Records -and conduct necessary interviews of Licensee's relevant employees and -Contractors. All such Licensee's Records and use thereof shall be subject -to an obligation of confidentiality under this Agreement. - -If an audit reveals that Licensee is using the Licensed Software beyond -scope of the licenses Licensee has paid for, Licensee agrees to pay The Qt -Company any amounts owed for such unauthorized use within 30 days from -receipt of the corresponding invoice from The Qt Company. - -In addition, in the event the audit reveals a material violation of the -terms of this Agreement (without limitation, either (i) underpayment of -more than 10 % of License Fees or 10,000 euros (whichever is more) or -(ii) distribution of products, which include or result from Prohibited -Combination, shall be deemed a material violation for purposes of this -section), then the Licensee shall pay The Qt Company's reasonable cost of -conducting such audit. - -12. TERM AND TERMINATION -12.1. Agreement Term -This Agreement shall enter into force upon due acceptance by both -Parties and remain in force for as long as there is any Development -License(s) purchased under this Agreement in force ("Term"), unless and -until terminated pursuant to the terms of this Section 12. - -12.2. Termination and suspension of rights -Either Party shall have the right to terminate this Agreement upon thirty -(30) days prior written notice if the other Party commits a material -breach of any obligation of this Agreement and fails to remedy such breach -within such notice period. - -Instead of termination, The Qt Company shall have the right to suspend or -withhold grants of all rights to the Licensed Software hereunder, -including but not limited to the Development Licenses, Distribution -License, and Support, should Licensee fail to make payment in timely -fashion or otherwise violates or is reasonably suspected to violate its -obligations or terms of this Agreement, and where such violation or breach -is not cured within five (5) business days following The Qt Company's -written notice thereof. - -12.3. Mutual Right to Terminate -Either Party shall have the right to terminate this Agreement immediately -upon written notice in the event that the other Party becomes insolvent, -files for any form of bankruptcy, makes any assignment for the benefit of -creditors, has a receiver, administrative receiver or officer appointed -over the whole or a substantial part of its assets, ceases to conduct -business, or an act equivalent to any of the above occurs under the laws -of the jurisdiction of the other Party. - -12.4. Parties' Rights and Duties upon Termination -Upon expiry or termination of the Agreement, Licensee shall cease and -shall cause all Designated Users (including those of its Affiliates' and -Contractors') to cease using the Licensed Software and distribution of the -Redistributables under this Agreement. - -Notwithstanding the above, in the event the Agreement expires or is terminated: - (i) as a result of The Qt Company choosing not to renew the Development - License(s) as set forth in Section 3.1, and where such decision of - non-renewal is not due to any ongoing breach or alleged breach (as - reasonably determined by The Qt Company) by Licensee of the terms of this - Agreement or any applicable license terms of Open Source Qt, then all valid - licenses possessed by the Licensee at such date shall be extended to be - valid in perpetuity under the terms of this Agreement and Licensee is - entitled to purchase additional licenses as set forth in Section 10.2; or - (ii) for reason other than by The Qt Company pursuant to item (i) above - or pursuant to Section 12.2, then the Licensee is entitled, for a - period of six (6) months after the effective date of termination, - to continue distribution of Devices under the Distribution Licenses - paid but unused at such effective date of termination. - -Upon any such termination the Licensee shall destroy or return to The Qt -Company all copies of the Licensed Software and all related materials and will -certify the same to The Qt Company upon its request, provided however that -Licensee may retain and exploit such copies of the Licensed Software as it may -reasonably require in providing continued support to Customers. - -Expiry or termination of this Agreement for any reason whatsoever shall not -relieve Licensee of its obligation to pay any License Fees accrued or payable -to The Qt Company prior to the effective date of termination, and Licensee -shall immediately pay to The Qt Company all such fees upon the effective date -of termination. Termination of this Agreement shall not affect any rights of -Customers to continue use of Applications and Devices (and therein -incorporated Redistributables). - -12.5. Extension in case of bankruptcy -In the event The Qt Company is declared bankrupt under a final, -non-cancellable decision by relevant court of law, and this Agreement is not, -at the date of expiry of the Development License(s) pursuant to Section 3.1, -assigned to party, who has assumed The Qt Company's position as a legitimate -licensor of Licensed Software under this Agreement, then all valid licenses -possessed by the Licensee at such date of expiry, and which the Licensee has -not notified for expiry, shall be extended to be valid in perpetuity under the -terms of this Agreement. - -13. GOVERNING LAW AND LEGAL VENUE - -In the event this Agreement is in the name of The Qt Company Inc., a Delaware -Corporation, then: - (i) this Agreement shall be construed and interpreted in accordance with - the laws of the State of California, USA, excluding its choice of - law provisions; - (ii) the United Nations Convention on Contracts for the International - Sale of Goods will not apply to this Agreement; and - (iii) any dispute, claim or controversy arising out of or relating to this - Agreement or the breach, termination, enforcement, interpretation or - validity thereof, including the determination of the scope or - applicability of this Agreement to arbitrate, shall be determined by - arbitration in San Francisco, USA, before one arbitrator. The - arbitration shall be administered by JAMS pursuant to JAMS' - Streamlined Arbitration Rules and Procedures. Judgment on the Award - may be entered in any court having jurisdiction. This Section shall - not preclude parties from seeking provisional remedies in aid of - arbitration from a court of appropriate jurisdiction. - -In the event this Agreement is in the name of The Qt Company Ltd., a Finnish -Company, then: - (i) this Agreement shall be construed and interpreted in accordance with - the laws of Finland, excluding its choice of law provisions; - (ii) the United Nations Convention on Contracts for the International - Sale of Goods will not apply to this Agreement; and - (iii) any disputes, controversy or claim arising out of or relating to - this Agreement, or the breach, termination or validity thereof shall - be finally settled by arbitration in accordance with the Arbitration - Rules of Finland Chamber of Commerce. The arbitration tribunal shall - consist of one (1), or if either Party so requires, of three (3), - arbitrators. The award shall be final and binding and enforceable in - any court of competent jurisdiction. The arbitration shall be held - in Helsinki, Finland and the process shall be conducted in the - English language. This Section shall not preclude parties from - seeking provisional remedies in aid of arbitration from a court of - appropriate jurisdiction. - -14. GENERAL PROVISIONS - -14.1. No Assignment -Except in the case of a merger or sale of substantially all of its corporate -assets, Licensee shall not be entitled to assign or transfer all or any of -its rights, benefits and obligations under this Agreement without the prior -written consent of The Qt Company, which shall not be unreasonably withheld -or delayed. The Qt Company shall be entitled to freely assign or transfer any -of its rights, benefits or obligations under this Agreement. - -14.2. No Third-Party Representations -Licensee shall make no representations or warranties concerning the Licensed -Software on behalf of The Qt Company. Any representation or warranty Licensee -makes or purports to make on The Qt Company's behalf shall be void as to The -Qt Company. - -14.3. Surviving Sections -Any terms and conditions that by their nature or otherwise reasonably should -survive termination of this Agreement shall so be deemed to survive. Such -sections include especially the following: 1, 2, 6, 7, 9, 11, 12.4, 13 and 14. - -14.4. Entire Agreement -This Agreement, the exhibits hereto, the License Certificate and any -applicable Purchase Order accepted by The Qt Company constitute the complete -agreement between the Parties and supersedes all prior or contemporaneous -discussions, representations, and proposals, written or oral, with respect -to the subject matters discussed herein. - -In the event of any conflict or inconsistency between this Agreement and any -Purchase Order, the terms of this Agreement will prevail over the terms of -the Purchase Order with respect to such conflict or inconsistency. - -Parties specifically acknowledge and agree that this Agreement prevails -over any click-to-accept or similar agreements the Designated Users may -need to accept online upon download of the Licensed Software, as may be -required by The Qt Company's applicable processes relating to Licensed -Software. - -14.5. Modifications -No modification of this Agreement shall be effective unless contained in a -writing executed by an authorized representative of each Party. No term or -condition contained in Licensee's Purchase Order ("Deviating Terms") shall -apply unless The Qt Company has expressly agreed such Deviating Terms in -writing. Unless and to the extent expressly agreed by The Qt Company, any -such Deviating Terms shall be deemed void and with no legal effect. For -clarity, delivery of the Licensed Software following the receipt of the -Purchase Order including Deviating Terms shall not constitute acceptance of -such Deviating Terms." - -14.6. Force Majeure -Except for the payment obligations hereunder, neither Party shall be liable -to the other for any delay or non-performance of its obligations hereunder -in the event and to the extent that such delay or non-performance is due to -an event of act of God, terrorist attack or other similar unforeseeable -catastrophic event that prevents either Party for fulfilling its -obligations under this Agreement and which such Party cannot avoid or -circumvent ("Force Majeure Event"). If the Force Majeure Event results in -a delay or non-performance of a Party for a period of three (3) months or -longer, then either Party shall have the right to terminate this Agreement -with immediate effect without any liability (except for the obligations of -payment arising prior to the event of Force Majeure) towards the other -Party. - -14.7. Notices -Any notice given by one Party to the other shall be deemed properly given -and deemed received if specifically acknowledged by the receiving Party in -writing or when successfully delivered to the recipient by hand, fax, or -special courier during normal business hours on a business day to the -addresses specified for each Party on the signature page. Each -communication and document made or delivered by one Party to the other -Party pursuant to this Agreement shall be in the English language. - -14.8. Export Control -Licensee acknowledges that the Redistributables, as incorporated in -Applications or Devices, may be subject to export control restrictions -under the applicable laws of respective countries. Licensee shall fully -comply with all applicable export license restrictions and requirements -as well as with all laws and regulations relating to the Redistributables -and exercise of licenses hereunder and shall procure all necessary -governmental authorizations, including without limitation, all necessary -licenses, approvals, permissions or consents, where necessary for the -re-exportation of the Redistributables, Applications and/or Devices. - -14.9. No Implied License -There are no implied licenses or other implied rights granted under -this Agreement, and all rights, save for those expressly granted hereunder, -shall remain with The Qt Company and its licensors. In addition, no licenses -or immunities are granted to the combination of the Licensed Software with -any other software or hardware not delivered by The Qt Company under this -Agreement. - -14.10. Attorney Fees -The prevailing Party in any action to enforce this Agreement shall be -entitled to recover its attorney's fees and costs in connection with such -action. - -14.11. Privacy -Licensee acknowledges and agrees that for the purpose of this Agreement, -The Qt Company may collect, use, transfer and disclose personal data -pertaining to Designated Users as well as any other employees and directors -of the Licensee and its Contractors relevant for carrying out the intent of -this Agreement. Such personal data may be collected from the Licensee or -directly from the relevant individuals. The Parties acknowledge that with -regard to such personal data processed hereunder, The Qt Company shall be -regarded as the Data Controller under the applicable Data Protection -Legislation. The Qt Company shall process any such personal data in -accordance with its privacy policies and practices, which will comply with -all applicable requirements of the Data Protection Legislation. - -14.12. Severability -If any provision of this Agreement shall be adjudged by any court of -competent jurisdiction to be unenforceable or invalid, that provision shall -be limited or eliminated to the minimum extent necessary so that this -Agreement shall otherwise remain in full force and effect and enforceable. - -APPENDICES - -The Agreement includes Appendix 1, and possibly one or more of the -appendices 3-5, depending on the product(s) purchased by the Licensee, -what is stated in the quote or invoice, and/or what is stated in the -Licensee's License Certificate. - -APPENDIX 1 - -The modules and/or tools that are included in the respective product - Qt -for Application Development (QtAD), Qt for Device Creation (QtDC), Qt for -MCUs (QtMCU), Qt 3D Studio (Qt3DS) and Qt Design Studio (QtDS) - are -marked with 'X' in the below table. The modules and tools are ported to Qt 6 -in stages and are subject to availability. - -Parts of the product that are permitted for distribution in object-code -form only ("Redistributables") are marked with 'R' in the below table. - -+-----------------------------------------------------------------------+ -| Modules / Tools | QtAD | QtDC | QtMCU | Qt3DS | QtDS | -+-----------------------------------------------------------------------+ -| Qt Core | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt GUI | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Multimedia | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Multimedia Widgets | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Network | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt PDF | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt QML | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Quick | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Quick Controls 2 | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Quick Dialogs | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Quick Layouts | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Quick Test | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt SQL | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Test | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Widgets | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Active Qt | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt 3D | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Android Extras | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Bluetooth | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Canvas 3D | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Concurrent | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt D-Bus | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Gamepad | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Graphical Effects | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Help | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Image Formats | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Location | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Mac Extras | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Network Authorization | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt NFC | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Platform Headers | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Positioning | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Print Support | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Purchasing | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt for Python | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Quick Controls | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Quick Extras | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Quick Widgets | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt SCXML | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Sensors | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Serial Bus | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Serial Port | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Speech | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt SVG | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt UI Tools | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt WebChannel | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt WebEngine | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt WebSockets | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt WebView | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Windows Extras | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt X11 Extras | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt XML | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt XML Patterns | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Wayland Compositor | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Charts | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Data Visualization | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Virtual Keyboard | X, R | X, R | | | | -+-----------------------------------------------------------------------+ -| Boot 2 Qt stack | | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt OTA | | X, R | | | | -+-----------------------------------------------------------------------+ -| Device Utilities | | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Debugging Bridge (QDB) Daemon | | X, R | | | | -+-----------------------------------------------------------------------+ -| Qt Quick Ultralite Controls | | | X, R | | | -+-----------------------------------------------------------------------+ -| Qt Quick Ultralite | | | X, R | | | -+-----------------------------------------------------------------------+ -| Qt Creator | X | X | X | | | -+-----------------------------------------------------------------------+ -| Qt Designer (Qt Widget Designer) | X | X | | | | -+-----------------------------------------------------------------------+ -| Qt Quick Designer (Qt Creator | X, R | X, R | X, R | | | -| plugin) | | | | | | -+-----------------------------------------------------------------------+ -| Qt Linguist | X, R | X, R | X, R | | | -+-----------------------------------------------------------------------+ -| Qt Assistant | X, R | X, R | X, R | | | -+-----------------------------------------------------------------------+ -| Lupdate | X, R | X, R | X, R | | | -+-----------------------------------------------------------------------+ -| Lrelease | X, R | X, R | X, R | | | -+-----------------------------------------------------------------------+ -| Qmake | X | X | | | | -+-----------------------------------------------------------------------+ -| Uic | X | X | | | | -+-----------------------------------------------------------------------+ -| Rcc | X | X | | | | -+-----------------------------------------------------------------------+ -| Qlalr | X | X | | | | -+-----------------------------------------------------------------------+ -| Qdoc | X | X | | | | -+-----------------------------------------------------------------------+ -| Qmlscene | X | X | | | | -+-----------------------------------------------------------------------+ -| Qmlviewer | X | X | | | | -+-----------------------------------------------------------------------+ -| Target toolchains | | X | X | | | -+-----------------------------------------------------------------------+ -| Qt Debugging Bridge (QDB) Host | | X | | | | -| Tools | | | | | | -+-----------------------------------------------------------------------+ -| qtconfig-gui | | X | | | | -+-----------------------------------------------------------------------+ -| Qt Emulator | | X | | | | -+-----------------------------------------------------------------------+ -| Qmlinterfacegenerator | | | X | | | -+-----------------------------------------------------------------------+ -| Qmltocpp | | | X | | | -+-----------------------------------------------------------------------+ -| qulfontcompiler | | | X | | | -+-----------------------------------------------------------------------+ -| Qt53DStudioRuntime2 | | | | X, R | | -+-----------------------------------------------------------------------+ -| Qt 3D Studio | | | | X | | -+-----------------------------------------------------------------------+ -| Qt Design Studio | | | | | X | -+-----------------------------------------------------------------------+ - - -APPENDIX 3: ADDITIONS TO LICENSED SOFTWARE - -In addition to what is provided under the definition of the Licensed Software, -Parties agree that Licensed Software shall also include the Add-On Products of -The Qt Company, as mentioned in this Appendix, if included in the quote / -invoice. - -The Modules and/or Tools of the Licensed Software that are included with each -Add-On Product respectively are marked with 'X' in the below table. The modules -are ported to Qt 6 in stages and are subject to availability. - -Parts of the respective Add-On Product that are permitted for distribution in -object-code form only ("Redistributables") are marked with 'R' in the below -table. - -+------------------------------------------------------------------------------------------------+ -| | Add-On Product(s) | -| +--------------------------------------------------------------------------+ -| Modules / Tools of | Qt for | Qt | Qt | Qt | Qt | Qt | -| Licensed Software | Automation | Automotive | Safe | Application | GammaRay | Deployment | -| | / Qt M2M | Suite | Renderer | Manager | | Platform | -| | Protocols | | | | | Package | -+------------------------------------------------------------------------------------------------+ -| Qt MQTT | X, R | | | | | | -+------------------------------------------------------------------------------------------------+ -| Qt KNX | X, R | | | | | | -+------------------------------------------------------------------------------------------------+ -| Qt OPC UA | X, R | | | | | | -+------------------------------------------------------------------------------------------------+ -| Qt CoAP | X, R | | | | | | -+------------------------------------------------------------------------------------------------+ -| Qt Safe Renderer | | X, R | X, R | | | | -+------------------------------------------------------------------------------------------------+ -| Qt Application | | X, R | | X, R | | | -| Manager | | | | | | | -+------------------------------------------------------------------------------------------------+ -| Qt IVI | | X, R | | | | | -+------------------------------------------------------------------------------------------------+ -| Reference UI | | X, R | | | | | -+------------------------------------------------------------------------------------------------+ -| Qt GENIVI Extras | | X, R | | | | | -+------------------------------------------------------------------------------------------------+ -| QML Live | | X | | | | | -+------------------------------------------------------------------------------------------------+ -| Qt Creator | | X | | | | | -| Deployment | | | | | | | -+------------------------------------------------------------------------------------------------+ -| Qt Creator Plugin | | X | | X | | | -| for Qt Application Manager | | | | | | -+------------------------------------------------------------------------------------------------+ -| Qt Automotive Suite | | X | | | | | -| Deployment Server | | | | | | | -+------------------------------------------------------------------------------------------------+ -| Qt Design Studio | | X | | | | | -+------------------------------------------------------------------------------------------------+ -| Qt 3D Studio | | X | | | | | -+------------------------------------------------------------------------------------------------+ -| GammaRay | | X | | | X | | -+------------------------------------------------------------------------------------------------+ -| Platform adaptations| | | | | | X | -| for specified | | | | | | -| Deployment Platforms | | | | | | -+------------------------------------------------------------------------------------------------+ -| Qt for Device | | X | | | | | -| Creation | | | | | | | -+------------------------------------------------------------------------------------------------+ - - -All the above Redistributables are subject to applicable provisions and -limitations including but not limited to what is defined in section 3 of the -Agreement. - -APPENDIX 4: SMALL BUSINESS AND STARTUP - -The provisions of this Appendix 4 are applicable for companies with an annual -revenue, including funding, equivalent to maximum of 250,000 USD (in -applicable currency) during the latest full calendar year, as evidenced by -duly audited records of the Licensee and approved by The Qt Company -("Start-up Company"). - -Start-up Companies are qualified for a discounted License Fee for maximum of -four (4) Development Licenses ("Start-up Development License") unless -otherwise agreed between the parties. - -Start-up Development License entitles the respective Designated User for -Support only for installation related issues. - -Upon expiry of the respective License Term, the Start-up Development -Licenses shall be automatically extended, pursuant to Section 3.1 of the -Agreement, for a Renewal Term either as new Start-up Development Licenses -(if the Licensee still qualifies as a Start-up Company), or as normal -Development Licenses (if the Licensee no longer qualifies as a Start-up -ompany). - -APPENDIX 5: NON-COMMERCIAL USE -The provisions of this Appendix 5 are applicable for non-commercial use of -the Licensed Software by the Licensee. - -For the purpose of this Appendix 5, the following additional definitions -(replacing the relevant definition of the Agreement, where applicable) -shall be applicable: - -"Demo Units" shall mean (i) hardware development platform, which incorporates -the Licensed Software along with Licensee's software and/or hardware, and -(ii) prototype versions of Applications or Devices. - -"Designated User(s)" shall mean the employees and students of the Licensee. - -"Licensee Products" shall mean Applications and/or Devices. - -"Permitted Purpose" shall mean (i) Licensee's internal evaluation and -testing of Licensed Software, (ii) building Demo Units as well as (iii) -educational use. - -"Term" shall mean a period of twelve (12) months or any such other period -as may be agreed between the Parties. - -For the purpose of this Appendix 5, the following changes shall be agreed -with respect to relevant Sections of the Agreement: - - I. Recital (A) shall be replaced in its entirety to read as follows: - "(A) Licensee wishes to use the Licensed Software for the Permitted - Purpose." - II. Section 3.1 shall be replaced in its entirety to read as follows: - "The Qt Company grants to Licensee a personal, non-exclusive, - non-transferable, revocable, royalty-free license, valid for the - Term, to use, modify and copy the Licensed Software solely for the - Permitted Purpose. - Licensee may install copies of the Licensed Software on five (5) - computers per Designated User, provided that only the Designated - Users who have a valid Development License may use the Licensed - Software. - Licensee may demonstrate the Demo Units, provided that such - demonstrations must be conducted by Licensee, and the Demo Units - must remain in Licensee's possession and under Licensee's control - at all times. - For clarity, this Agreement does not (i) entitle Licensee to use - Licensed Software to create Applications or Devices (other than - prototypes thereof) or (ii) carry any distribution rights to - Licensee, but such rights are subject to and conditional upon - conclusion of a separate license agreement with The Qt Company." - III. Sections 3.2, 3.3, 8 and 10 shall be deleted. - IV. Section 3.4 shall be replaced in its entirety to read as follows: - "Licensee shall not: - - remove or alter any copyright, trademark or other proprietary - rights notice contained in any portion of the Licensed Software; - - transfer, publish, sublicense, disclose, display or otherwise - make the Licensed Software available to any third party (except - that Licensee may demonstrate the Demo Units pursuant to Section - 3.1); - - in any way combine, incorporate or integrate Licensed Software - with, or use Licensed Software for creation of, any software - created with or incorporating Open Source Qt; - - Licensee shall cause all Designated Users who make use of the - licenses granted under this Agreement, to be contractually bound - to comply with the relevant terms of this Agreement and not to use - the Licensed Software beyond the terms hereof. Licensee shall be - responsible for any and all actions and omissions of its - Designated Users relating to the Licensed Software and use - thereof. - - Any use of Licensed Software beyond the provisions of this - Agreement is strictly prohibited and requires an additional license - from The Qt Company." - V. Section 12 shall be replaced in its entirety to read as follows: - "This Agreement shall enter into force upon due acceptance by both - Parties and remain in force for the Term, unless and until - terminated pursuant to the terms of Section 12. - - Upon termination of the Agreement, Licensee shall cease using the - Licensed Software. All other copies of Licensed Software in the - possession or control of Licensee must be erased or destroyed. - An officer of Licensee must, upon request, promptly deliver to - The Qt Company a written confirmation that this has occurred." - -Except for the modifications specified above, this Appendix carries no -change to the terms of the Agreement which shall remain in full force. diff --git a/.qmake.conf b/.qmake.conf index 0057b81..a5cda69 100644 --- a/.qmake.conf +++ b/.qmake.conf @@ -3,4 +3,4 @@ android|boot2qt: CONFIG -= headersclean DEFINES += QT_NO_FOREACH QT_NO_JAVA_STYLE_ITERATORS QT_NO_LINKED_LIST -MODULE_VERSION = 5.15.3 +MODULE_VERSION = 5.15.8 diff --git a/.tag b/.tag index b8da9fa..fb7f103 100644 --- a/.tag +++ b/.tag @@ -1 +1 @@ -5be95f966aabc5170f0aacfd4b0a46217241bfd6 +4d8e4bd20b7100b0b7192547b19c3c239aaf7034 diff --git a/coin/product_dependencies.yaml b/coin/product_dependencies.yaml new file mode 100644 index 0000000..3b8e901 --- /dev/null +++ b/coin/product_dependencies.yaml @@ -0,0 +1,3 @@ +dependencies: + ../tqtc-qt5.git: + ref: "tqtc/lts-5.15" diff --git a/include/QtScript/5.15.3/QtScript/private/qscriptable_p.h b/include/QtScript/5.15.8/QtScript/private/qscriptable_p.h similarity index 100% rename from include/QtScript/5.15.3/QtScript/private/qscriptable_p.h rename to include/QtScript/5.15.8/QtScript/private/qscriptable_p.h diff --git a/include/QtScript/5.15.3/QtScript/private/qscriptactivationobject_p.h b/include/QtScript/5.15.8/QtScript/private/qscriptactivationobject_p.h similarity index 100% rename from include/QtScript/5.15.3/QtScript/private/qscriptactivationobject_p.h rename to include/QtScript/5.15.8/QtScript/private/qscriptactivationobject_p.h diff --git a/include/QtScript/5.15.3/QtScript/private/qscriptast_p.h b/include/QtScript/5.15.8/QtScript/private/qscriptast_p.h similarity index 100% rename from include/QtScript/5.15.3/QtScript/private/qscriptast_p.h rename to include/QtScript/5.15.8/QtScript/private/qscriptast_p.h diff --git a/include/QtScript/5.15.3/QtScript/private/qscriptastfwd_p.h b/include/QtScript/5.15.8/QtScript/private/qscriptastfwd_p.h similarity index 100% rename from include/QtScript/5.15.3/QtScript/private/qscriptastfwd_p.h rename to include/QtScript/5.15.8/QtScript/private/qscriptastfwd_p.h diff --git a/include/QtScript/5.15.3/QtScript/private/qscriptastvisitor_p.h b/include/QtScript/5.15.8/QtScript/private/qscriptastvisitor_p.h similarity index 100% rename from include/QtScript/5.15.3/QtScript/private/qscriptastvisitor_p.h rename to include/QtScript/5.15.8/QtScript/private/qscriptastvisitor_p.h diff --git a/include/QtScript/5.15.3/QtScript/private/qscriptclassobject_p.h b/include/QtScript/5.15.8/QtScript/private/qscriptclassobject_p.h similarity index 100% rename from include/QtScript/5.15.3/QtScript/private/qscriptclassobject_p.h rename to include/QtScript/5.15.8/QtScript/private/qscriptclassobject_p.h diff --git a/include/QtScript/5.15.3/QtScript/private/qscriptcontext_p.h b/include/QtScript/5.15.8/QtScript/private/qscriptcontext_p.h similarity index 100% rename from include/QtScript/5.15.3/QtScript/private/qscriptcontext_p.h rename to include/QtScript/5.15.8/QtScript/private/qscriptcontext_p.h diff --git a/include/QtScript/5.15.3/QtScript/private/qscriptdeclarativeclass_p.h b/include/QtScript/5.15.8/QtScript/private/qscriptdeclarativeclass_p.h similarity index 100% rename from include/QtScript/5.15.3/QtScript/private/qscriptdeclarativeclass_p.h rename to include/QtScript/5.15.8/QtScript/private/qscriptdeclarativeclass_p.h diff --git a/include/QtScript/5.15.3/QtScript/private/qscriptdeclarativeobject_p.h b/include/QtScript/5.15.8/QtScript/private/qscriptdeclarativeobject_p.h similarity index 100% rename from include/QtScript/5.15.3/QtScript/private/qscriptdeclarativeobject_p.h rename to include/QtScript/5.15.8/QtScript/private/qscriptdeclarativeobject_p.h diff --git a/include/QtScript/5.15.3/QtScript/private/qscriptengine_p.h b/include/QtScript/5.15.8/QtScript/private/qscriptengine_p.h similarity index 100% rename from include/QtScript/5.15.3/QtScript/private/qscriptengine_p.h rename to include/QtScript/5.15.8/QtScript/private/qscriptengine_p.h diff --git a/include/QtScript/5.15.3/QtScript/private/qscriptengineagent_p.h b/include/QtScript/5.15.8/QtScript/private/qscriptengineagent_p.h similarity index 100% rename from include/QtScript/5.15.3/QtScript/private/qscriptengineagent_p.h rename to include/QtScript/5.15.8/QtScript/private/qscriptengineagent_p.h diff --git a/include/QtScript/5.15.3/QtScript/private/qscriptfunction_p.h b/include/QtScript/5.15.8/QtScript/private/qscriptfunction_p.h similarity index 100% rename from include/QtScript/5.15.3/QtScript/private/qscriptfunction_p.h rename to include/QtScript/5.15.8/QtScript/private/qscriptfunction_p.h diff --git a/include/QtScript/5.15.3/QtScript/private/qscriptglobalobject_p.h b/include/QtScript/5.15.8/QtScript/private/qscriptglobalobject_p.h similarity index 100% rename from include/QtScript/5.15.3/QtScript/private/qscriptglobalobject_p.h rename to include/QtScript/5.15.8/QtScript/private/qscriptglobalobject_p.h diff --git a/include/QtScript/5.15.3/QtScript/private/qscriptgrammar_p.h b/include/QtScript/5.15.8/QtScript/private/qscriptgrammar_p.h similarity index 100% rename from include/QtScript/5.15.3/QtScript/private/qscriptgrammar_p.h rename to include/QtScript/5.15.8/QtScript/private/qscriptgrammar_p.h diff --git a/include/QtScript/5.15.3/QtScript/private/qscriptlexer_p.h b/include/QtScript/5.15.8/QtScript/private/qscriptlexer_p.h similarity index 100% rename from include/QtScript/5.15.3/QtScript/private/qscriptlexer_p.h rename to include/QtScript/5.15.8/QtScript/private/qscriptlexer_p.h diff --git a/include/QtScript/5.15.3/QtScript/private/qscriptobject_p.h b/include/QtScript/5.15.8/QtScript/private/qscriptobject_p.h similarity index 100% rename from include/QtScript/5.15.3/QtScript/private/qscriptobject_p.h rename to include/QtScript/5.15.8/QtScript/private/qscriptobject_p.h diff --git a/include/QtScript/5.15.3/QtScript/private/qscriptparser_p.h b/include/QtScript/5.15.8/QtScript/private/qscriptparser_p.h similarity index 100% rename from include/QtScript/5.15.3/QtScript/private/qscriptparser_p.h rename to include/QtScript/5.15.8/QtScript/private/qscriptparser_p.h diff --git a/include/QtScript/5.15.3/QtScript/private/qscriptprogram_p.h b/include/QtScript/5.15.8/QtScript/private/qscriptprogram_p.h similarity index 100% rename from include/QtScript/5.15.3/QtScript/private/qscriptprogram_p.h rename to include/QtScript/5.15.8/QtScript/private/qscriptprogram_p.h diff --git a/include/QtScript/5.15.3/QtScript/private/qscriptqobject_p.h b/include/QtScript/5.15.8/QtScript/private/qscriptqobject_p.h similarity index 100% rename from include/QtScript/5.15.3/QtScript/private/qscriptqobject_p.h rename to include/QtScript/5.15.8/QtScript/private/qscriptqobject_p.h diff --git a/include/QtScript/5.15.3/QtScript/private/qscriptstaticscopeobject_p.h b/include/QtScript/5.15.8/QtScript/private/qscriptstaticscopeobject_p.h similarity index 100% rename from include/QtScript/5.15.3/QtScript/private/qscriptstaticscopeobject_p.h rename to include/QtScript/5.15.8/QtScript/private/qscriptstaticscopeobject_p.h diff --git a/include/QtScript/5.15.3/QtScript/private/qscriptstring_p.h b/include/QtScript/5.15.8/QtScript/private/qscriptstring_p.h similarity index 100% rename from include/QtScript/5.15.3/QtScript/private/qscriptstring_p.h rename to include/QtScript/5.15.8/QtScript/private/qscriptstring_p.h diff --git a/include/QtScript/5.15.3/QtScript/private/qscriptsyntaxchecker_p.h b/include/QtScript/5.15.8/QtScript/private/qscriptsyntaxchecker_p.h similarity index 100% rename from include/QtScript/5.15.3/QtScript/private/qscriptsyntaxchecker_p.h rename to include/QtScript/5.15.8/QtScript/private/qscriptsyntaxchecker_p.h diff --git a/include/QtScript/5.15.3/QtScript/private/qscriptvalue_p.h b/include/QtScript/5.15.8/QtScript/private/qscriptvalue_p.h similarity index 100% rename from include/QtScript/5.15.3/QtScript/private/qscriptvalue_p.h rename to include/QtScript/5.15.8/QtScript/private/qscriptvalue_p.h diff --git a/include/QtScript/5.15.3/QtScript/private/qscriptvariant_p.h b/include/QtScript/5.15.8/QtScript/private/qscriptvariant_p.h similarity index 100% rename from include/QtScript/5.15.3/QtScript/private/qscriptvariant_p.h rename to include/QtScript/5.15.8/QtScript/private/qscriptvariant_p.h diff --git a/include/QtScript/qtscriptversion.h b/include/QtScript/qtscriptversion.h index 884ede3..6efbe8b 100644 --- a/include/QtScript/qtscriptversion.h +++ b/include/QtScript/qtscriptversion.h @@ -2,8 +2,8 @@ #ifndef QT_QTSCRIPT_VERSION_H #define QT_QTSCRIPT_VERSION_H -#define QTSCRIPT_VERSION_STR "5.15.3" +#define QTSCRIPT_VERSION_STR "5.15.8" -#define QTSCRIPT_VERSION 0x050F03 +#define QTSCRIPT_VERSION 0x050F08 #endif // QT_QTSCRIPT_VERSION_H diff --git a/include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptbreakpointdata_p.h b/include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptbreakpointdata_p.h similarity index 100% rename from include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptbreakpointdata_p.h rename to include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptbreakpointdata_p.h diff --git a/include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptbreakpointsmodel_p.h b/include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptbreakpointsmodel_p.h similarity index 100% rename from include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptbreakpointsmodel_p.h rename to include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptbreakpointsmodel_p.h diff --git a/include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptbreakpointswidget_p.h b/include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptbreakpointswidget_p.h similarity index 100% rename from include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptbreakpointswidget_p.h rename to include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptbreakpointswidget_p.h diff --git a/include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptbreakpointswidgetinterface_p.h b/include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptbreakpointswidgetinterface_p.h similarity index 100% rename from include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptbreakpointswidgetinterface_p.h rename to include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptbreakpointswidgetinterface_p.h diff --git a/include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptbreakpointswidgetinterface_p_p.h b/include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptbreakpointswidgetinterface_p_p.h similarity index 100% rename from include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptbreakpointswidgetinterface_p_p.h rename to include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptbreakpointswidgetinterface_p_p.h diff --git a/include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptcompletionproviderinterface_p.h b/include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptcompletionproviderinterface_p.h similarity index 100% rename from include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptcompletionproviderinterface_p.h rename to include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptcompletionproviderinterface_p.h diff --git a/include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptcompletiontask_p.h b/include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptcompletiontask_p.h similarity index 100% rename from include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptcompletiontask_p.h rename to include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptcompletiontask_p.h diff --git a/include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptcompletiontaskinterface_p.h b/include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptcompletiontaskinterface_p.h similarity index 100% rename from include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptcompletiontaskinterface_p.h rename to include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptcompletiontaskinterface_p.h diff --git a/include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptcompletiontaskinterface_p_p.h b/include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptcompletiontaskinterface_p_p.h similarity index 100% rename from include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptcompletiontaskinterface_p_p.h rename to include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptcompletiontaskinterface_p_p.h diff --git a/include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebugger_p.h b/include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebugger_p.h similarity index 100% rename from include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebugger_p.h rename to include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebugger_p.h diff --git a/include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggeragent_p.h b/include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggeragent_p.h similarity index 100% rename from include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggeragent_p.h rename to include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggeragent_p.h diff --git a/include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggeragent_p_p.h b/include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggeragent_p_p.h similarity index 100% rename from include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggeragent_p_p.h rename to include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggeragent_p_p.h diff --git a/include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggerbackend_p.h b/include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggerbackend_p.h similarity index 100% rename from include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggerbackend_p.h rename to include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggerbackend_p.h diff --git a/include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggerbackend_p_p.h b/include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggerbackend_p_p.h similarity index 100% rename from include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggerbackend_p_p.h rename to include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggerbackend_p_p.h diff --git a/include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggercodefinderwidget_p.h b/include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggercodefinderwidget_p.h similarity index 100% rename from include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggercodefinderwidget_p.h rename to include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggercodefinderwidget_p.h diff --git a/include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggercodefinderwidgetinterface_p.h b/include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggercodefinderwidgetinterface_p.h similarity index 100% rename from include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggercodefinderwidgetinterface_p.h rename to include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggercodefinderwidgetinterface_p.h diff --git a/include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggercodefinderwidgetinterface_p_p.h b/include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggercodefinderwidgetinterface_p_p.h similarity index 100% rename from include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggercodefinderwidgetinterface_p_p.h rename to include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggercodefinderwidgetinterface_p_p.h diff --git a/include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggercodeview_p.h b/include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggercodeview_p.h similarity index 100% rename from include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggercodeview_p.h rename to include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggercodeview_p.h diff --git a/include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggercodeviewinterface_p.h b/include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggercodeviewinterface_p.h similarity index 100% rename from include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggercodeviewinterface_p.h rename to include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggercodeviewinterface_p.h diff --git a/include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggercodeviewinterface_p_p.h b/include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggercodeviewinterface_p_p.h similarity index 100% rename from include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggercodeviewinterface_p_p.h rename to include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggercodeviewinterface_p_p.h diff --git a/include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggercodewidget_p.h b/include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggercodewidget_p.h similarity index 100% rename from include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggercodewidget_p.h rename to include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggercodewidget_p.h diff --git a/include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggercodewidgetinterface_p.h b/include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggercodewidgetinterface_p.h similarity index 100% rename from include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggercodewidgetinterface_p.h rename to include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggercodewidgetinterface_p.h diff --git a/include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggercodewidgetinterface_p_p.h b/include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggercodewidgetinterface_p_p.h similarity index 100% rename from include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggercodewidgetinterface_p_p.h rename to include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggercodewidgetinterface_p_p.h diff --git a/include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggercommand_p.h b/include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggercommand_p.h similarity index 100% rename from include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggercommand_p.h rename to include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggercommand_p.h diff --git a/include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggercommandexecutor_p.h b/include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggercommandexecutor_p.h similarity index 100% rename from include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggercommandexecutor_p.h rename to include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggercommandexecutor_p.h diff --git a/include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggercommandschedulerfrontend_p.h b/include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggercommandschedulerfrontend_p.h similarity index 100% rename from include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggercommandschedulerfrontend_p.h rename to include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggercommandschedulerfrontend_p.h diff --git a/include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggercommandschedulerinterface_p.h b/include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggercommandschedulerinterface_p.h similarity index 100% rename from include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggercommandschedulerinterface_p.h rename to include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggercommandschedulerinterface_p.h diff --git a/include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggercommandschedulerjob_p.h b/include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggercommandschedulerjob_p.h similarity index 100% rename from include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggercommandschedulerjob_p.h rename to include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggercommandschedulerjob_p.h diff --git a/include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggercommandschedulerjob_p_p.h b/include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggercommandschedulerjob_p_p.h similarity index 100% rename from include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggercommandschedulerjob_p_p.h rename to include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggercommandschedulerjob_p_p.h diff --git a/include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggerconsole_p.h b/include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggerconsole_p.h similarity index 100% rename from include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggerconsole_p.h rename to include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggerconsole_p.h diff --git a/include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggerconsolecommand_p.h b/include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggerconsolecommand_p.h similarity index 100% rename from include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggerconsolecommand_p.h rename to include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggerconsolecommand_p.h diff --git a/include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggerconsolecommand_p_p.h b/include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggerconsolecommand_p_p.h similarity index 100% rename from include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggerconsolecommand_p_p.h rename to include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggerconsolecommand_p_p.h diff --git a/include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggerconsolecommandgroupdata_p.h b/include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggerconsolecommandgroupdata_p.h similarity index 100% rename from include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggerconsolecommandgroupdata_p.h rename to include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggerconsolecommandgroupdata_p.h diff --git a/include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggerconsolecommandjob_p.h b/include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggerconsolecommandjob_p.h similarity index 100% rename from include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggerconsolecommandjob_p.h rename to include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggerconsolecommandjob_p.h diff --git a/include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggerconsolecommandjob_p_p.h b/include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggerconsolecommandjob_p_p.h similarity index 100% rename from include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggerconsolecommandjob_p_p.h rename to include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggerconsolecommandjob_p_p.h diff --git a/include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggerconsolecommandmanager_p.h b/include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggerconsolecommandmanager_p.h similarity index 100% rename from include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggerconsolecommandmanager_p.h rename to include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggerconsolecommandmanager_p.h diff --git a/include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggerconsoleglobalobject_p.h b/include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggerconsoleglobalobject_p.h similarity index 100% rename from include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggerconsoleglobalobject_p.h rename to include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggerconsoleglobalobject_p.h diff --git a/include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggerconsolehistorianinterface_p.h b/include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggerconsolehistorianinterface_p.h similarity index 100% rename from include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggerconsolehistorianinterface_p.h rename to include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggerconsolehistorianinterface_p.h diff --git a/include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggerconsolewidget_p.h b/include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggerconsolewidget_p.h similarity index 100% rename from include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggerconsolewidget_p.h rename to include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggerconsolewidget_p.h diff --git a/include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggerconsolewidgetinterface_p.h b/include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggerconsolewidgetinterface_p.h similarity index 100% rename from include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggerconsolewidgetinterface_p.h rename to include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggerconsolewidgetinterface_p.h diff --git a/include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggerconsolewidgetinterface_p_p.h b/include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggerconsolewidgetinterface_p_p.h similarity index 100% rename from include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggerconsolewidgetinterface_p_p.h rename to include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggerconsolewidgetinterface_p_p.h diff --git a/include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggerevent_p.h b/include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggerevent_p.h similarity index 100% rename from include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggerevent_p.h rename to include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggerevent_p.h diff --git a/include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggereventhandlerinterface_p.h b/include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggereventhandlerinterface_p.h similarity index 100% rename from include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggereventhandlerinterface_p.h rename to include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggereventhandlerinterface_p.h diff --git a/include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggerfrontend_p.h b/include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggerfrontend_p.h similarity index 100% rename from include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggerfrontend_p.h rename to include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggerfrontend_p.h diff --git a/include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggerfrontend_p_p.h b/include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggerfrontend_p_p.h similarity index 100% rename from include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggerfrontend_p_p.h rename to include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggerfrontend_p_p.h diff --git a/include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggerjob_p.h b/include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggerjob_p.h similarity index 100% rename from include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggerjob_p.h rename to include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggerjob_p.h diff --git a/include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggerjob_p_p.h b/include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggerjob_p_p.h similarity index 100% rename from include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggerjob_p_p.h rename to include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggerjob_p_p.h diff --git a/include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggerjobschedulerinterface_p.h b/include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggerjobschedulerinterface_p.h similarity index 100% rename from include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggerjobschedulerinterface_p.h rename to include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggerjobschedulerinterface_p.h diff --git a/include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggerlocalsmodel_p.h b/include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggerlocalsmodel_p.h similarity index 100% rename from include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggerlocalsmodel_p.h rename to include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggerlocalsmodel_p.h diff --git a/include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggerlocalswidget_p.h b/include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggerlocalswidget_p.h similarity index 100% rename from include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggerlocalswidget_p.h rename to include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggerlocalswidget_p.h diff --git a/include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggerlocalswidgetinterface_p.h b/include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggerlocalswidgetinterface_p.h similarity index 100% rename from include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggerlocalswidgetinterface_p.h rename to include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggerlocalswidgetinterface_p.h diff --git a/include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggerlocalswidgetinterface_p_p.h b/include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggerlocalswidgetinterface_p_p.h similarity index 100% rename from include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggerlocalswidgetinterface_p_p.h rename to include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggerlocalswidgetinterface_p_p.h diff --git a/include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggerobjectsnapshotdelta_p.h b/include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggerobjectsnapshotdelta_p.h similarity index 100% rename from include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggerobjectsnapshotdelta_p.h rename to include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggerobjectsnapshotdelta_p.h diff --git a/include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggerresponse_p.h b/include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggerresponse_p.h similarity index 100% rename from include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggerresponse_p.h rename to include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggerresponse_p.h diff --git a/include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggerresponsehandlerinterface_p.h b/include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggerresponsehandlerinterface_p.h similarity index 100% rename from include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggerresponsehandlerinterface_p.h rename to include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggerresponsehandlerinterface_p.h diff --git a/include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggerscriptedconsolecommand_p.h b/include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggerscriptedconsolecommand_p.h similarity index 100% rename from include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggerscriptedconsolecommand_p.h rename to include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggerscriptedconsolecommand_p.h diff --git a/include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggerscriptsmodel_p.h b/include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggerscriptsmodel_p.h similarity index 100% rename from include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggerscriptsmodel_p.h rename to include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggerscriptsmodel_p.h diff --git a/include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggerscriptswidget_p.h b/include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggerscriptswidget_p.h similarity index 100% rename from include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggerscriptswidget_p.h rename to include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggerscriptswidget_p.h diff --git a/include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggerscriptswidgetinterface_p.h b/include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggerscriptswidgetinterface_p.h similarity index 100% rename from include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggerscriptswidgetinterface_p.h rename to include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggerscriptswidgetinterface_p.h diff --git a/include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggerscriptswidgetinterface_p_p.h b/include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggerscriptswidgetinterface_p_p.h similarity index 100% rename from include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggerscriptswidgetinterface_p_p.h rename to include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggerscriptswidgetinterface_p_p.h diff --git a/include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggerstackmodel_p.h b/include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggerstackmodel_p.h similarity index 100% rename from include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggerstackmodel_p.h rename to include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggerstackmodel_p.h diff --git a/include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggerstackwidget_p.h b/include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggerstackwidget_p.h similarity index 100% rename from include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggerstackwidget_p.h rename to include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggerstackwidget_p.h diff --git a/include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggerstackwidgetinterface_p.h b/include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggerstackwidgetinterface_p.h similarity index 100% rename from include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggerstackwidgetinterface_p.h rename to include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggerstackwidgetinterface_p.h diff --git a/include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggerstackwidgetinterface_p_p.h b/include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggerstackwidgetinterface_p_p.h similarity index 100% rename from include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggerstackwidgetinterface_p_p.h rename to include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggerstackwidgetinterface_p_p.h diff --git a/include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggerstandardwidgetfactory_p.h b/include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggerstandardwidgetfactory_p.h similarity index 100% rename from include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggerstandardwidgetfactory_p.h rename to include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggerstandardwidgetfactory_p.h diff --git a/include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggervalue_p.h b/include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggervalue_p.h similarity index 100% rename from include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggervalue_p.h rename to include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggervalue_p.h diff --git a/include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggervalueproperty_p.h b/include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggervalueproperty_p.h similarity index 100% rename from include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggervalueproperty_p.h rename to include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggervalueproperty_p.h diff --git a/include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggerwidgetfactoryinterface_p.h b/include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggerwidgetfactoryinterface_p.h similarity index 100% rename from include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebuggerwidgetfactoryinterface_p.h rename to include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebuggerwidgetfactoryinterface_p.h diff --git a/include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebugoutputwidget_p.h b/include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebugoutputwidget_p.h similarity index 100% rename from include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebugoutputwidget_p.h rename to include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebugoutputwidget_p.h diff --git a/include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebugoutputwidgetinterface_p.h b/include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebugoutputwidgetinterface_p.h similarity index 100% rename from include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebugoutputwidgetinterface_p.h rename to include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebugoutputwidgetinterface_p.h diff --git a/include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebugoutputwidgetinterface_p_p.h b/include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebugoutputwidgetinterface_p_p.h similarity index 100% rename from include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptdebugoutputwidgetinterface_p_p.h rename to include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptdebugoutputwidgetinterface_p_p.h diff --git a/include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptedit_p.h b/include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptedit_p.h similarity index 100% rename from include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptedit_p.h rename to include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptedit_p.h diff --git a/include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptenginedebuggerfrontend_p.h b/include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptenginedebuggerfrontend_p.h similarity index 100% rename from include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptenginedebuggerfrontend_p.h rename to include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptenginedebuggerfrontend_p.h diff --git a/include/QtScriptTools/5.15.3/QtScriptTools/private/qscripterrorlogwidget_p.h b/include/QtScriptTools/5.15.8/QtScriptTools/private/qscripterrorlogwidget_p.h similarity index 100% rename from include/QtScriptTools/5.15.3/QtScriptTools/private/qscripterrorlogwidget_p.h rename to include/QtScriptTools/5.15.8/QtScriptTools/private/qscripterrorlogwidget_p.h diff --git a/include/QtScriptTools/5.15.3/QtScriptTools/private/qscripterrorlogwidgetinterface_p.h b/include/QtScriptTools/5.15.8/QtScriptTools/private/qscripterrorlogwidgetinterface_p.h similarity index 100% rename from include/QtScriptTools/5.15.3/QtScriptTools/private/qscripterrorlogwidgetinterface_p.h rename to include/QtScriptTools/5.15.8/QtScriptTools/private/qscripterrorlogwidgetinterface_p.h diff --git a/include/QtScriptTools/5.15.3/QtScriptTools/private/qscripterrorlogwidgetinterface_p_p.h b/include/QtScriptTools/5.15.8/QtScriptTools/private/qscripterrorlogwidgetinterface_p_p.h similarity index 100% rename from include/QtScriptTools/5.15.3/QtScriptTools/private/qscripterrorlogwidgetinterface_p_p.h rename to include/QtScriptTools/5.15.8/QtScriptTools/private/qscripterrorlogwidgetinterface_p_p.h diff --git a/include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptmessagehandlerinterface_p.h b/include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptmessagehandlerinterface_p.h similarity index 100% rename from include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptmessagehandlerinterface_p.h rename to include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptmessagehandlerinterface_p.h diff --git a/include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptobjectsnapshot_p.h b/include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptobjectsnapshot_p.h similarity index 100% rename from include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptobjectsnapshot_p.h rename to include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptobjectsnapshot_p.h diff --git a/include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptscriptdata_p.h b/include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptscriptdata_p.h similarity index 100% rename from include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptscriptdata_p.h rename to include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptscriptdata_p.h diff --git a/include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptstdmessagehandler_p.h b/include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptstdmessagehandler_p.h similarity index 100% rename from include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptstdmessagehandler_p.h rename to include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptstdmessagehandler_p.h diff --git a/include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptsyntaxhighlighter_p.h b/include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptsyntaxhighlighter_p.h similarity index 100% rename from include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptsyntaxhighlighter_p.h rename to include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptsyntaxhighlighter_p.h diff --git a/include/QtScriptTools/5.15.3/QtScriptTools/private/qscripttooltipproviderinterface_p.h b/include/QtScriptTools/5.15.8/QtScriptTools/private/qscripttooltipproviderinterface_p.h similarity index 100% rename from include/QtScriptTools/5.15.3/QtScriptTools/private/qscripttooltipproviderinterface_p.h rename to include/QtScriptTools/5.15.8/QtScriptTools/private/qscripttooltipproviderinterface_p.h diff --git a/include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptvalueproperty_p.h b/include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptvalueproperty_p.h similarity index 100% rename from include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptvalueproperty_p.h rename to include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptvalueproperty_p.h diff --git a/include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptxmlparser_p.h b/include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptxmlparser_p.h similarity index 100% rename from include/QtScriptTools/5.15.3/QtScriptTools/private/qscriptxmlparser_p.h rename to include/QtScriptTools/5.15.8/QtScriptTools/private/qscriptxmlparser_p.h diff --git a/include/QtScriptTools/qtscripttoolsversion.h b/include/QtScriptTools/qtscripttoolsversion.h index d740131..12724a1 100644 --- a/include/QtScriptTools/qtscripttoolsversion.h +++ b/include/QtScriptTools/qtscripttoolsversion.h @@ -2,8 +2,8 @@ #ifndef QT_QTSCRIPTTOOLS_VERSION_H #define QT_QTSCRIPTTOOLS_VERSION_H -#define QTSCRIPTTOOLS_VERSION_STR "5.15.3" +#define QTSCRIPTTOOLS_VERSION_STR "5.15.8" -#define QTSCRIPTTOOLS_VERSION 0x050F03 +#define QTSCRIPTTOOLS_VERSION 0x050F08 #endif // QT_QTSCRIPTTOOLS_VERSION_H