1QT LICENSE AGREEMENT 2Agreement version 4.2.1 3 4This Qt License Agreement ("Agreement") is a legal agreement for the licensing 5of Licensed Software (as defined below) between The Qt Company (as defined 6below) and the Licensee who has accepted the terms of this Agreement by 7downloading or using the Licensed Software and/or as defined herein: 8 9Capitalized terms used herein are defined in Section 1. 10 11WHEREAS: 12 (A) Licensee wishes to use the Licensed Software for the purpose of 13 developing and distributing Applications and/or Devices (each as 14 defined below); and 15 (B) The Qt Company is willing to grant the Licensee a right to use 16 Licensed Software for such a purpose pursuant to term and conditions 17 of this Agreement. 18 19NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS: 20 211. DEFINITIONS 22"Affiliate" of a Party shall mean an entity (i) which is directly or indirectly 23controlling such Party; (ii) which is under the same direct or indirect 24ownership or control as such Party; or (iii) which is directly or indirectly 25owned or controlled by such Party. For these purposes, an entity shall be 26treated as being controlled by another if that other entity has fifty percent 27(50 %) or more of the votes in such entity, is able to direct its affairs 28and/or to control the composition of its board of directors or equivalent body. 29 30"Add-on Products" shall mean The Qt Company's specific add-on software products 31(for example Qt Safe Renderer, Qt for Automation, Qt Application Manager), 32which are not licensed as part of The Qt Company's standard offering, but shall 33be included into the scope of Licensed Software only if so specifically agreed 34between the Parties. 35 36"Applications" shall mean Licensee's software products created using the 37Licensed Software, which may include the Redistributables, or part thereof. 38 39"Contractor(s)" shall mean third party consultants, distributors and 40contractors performing services to the Licensee under applicable contractual 41arrangement. 42 43"Customer(s)" shall mean Licensee's end users to whom Licensee, directly or 44indirectly, distributes copies of the Redistributables. 45 46"Data Protection Legislation" shall mean the General Data Protection Regulation 47(EU 2016/679) (GDPR) and any national implementing laws, regulations and 48secondary legislation, as may be amended or updated from time to time, as well 49as any other data protection laws or regulations applicable in relevant 50territory. 51 52"Deployment Platforms" shall mean operating systems and/or hardware specified 53in the License Certificate, on which the Redistributables can be distributed 54pursuant to the terms and conditions of this Agreement. 55 56"Designated User(s)" shall mean the employee(s) of Licensee or Licensee's 57Affiliates acting within the scope of their employment or Licensee's 58Contractors acting within the scope of their services for Licensee and on 59behalf of Licensee. Designated Users shall be named in the License Certificate. 60 61"Development License" shall mean the license needed by the Licensee for each 62Designated User to use the Licensed Software under the license grant described 63in Section 3.1 of this Agreement. Development Licenses are available 64separately for Qt for Application Development and Qt for Device Creation 65products, each product having its designated scope and purpose of use. 66Distribution Licenses are always connected to Qt for Device Creation 67product only. 68 69"Development Platforms" shall mean those operating systems specified in the 70License Certificate, in which the Licensed Software can be used under the 71Development License, but not distributed in any form or used for any other 72purpose. 73 74"Devices" shall mean hardware devices or products that 1) are manufactured 75and/or distributed by the Licensee or its Affiliates or Contractors, and 76(2)(i) incorporate or integrate the Redistributables or parts thereof; or (ii) 77where the main user interface or substantial functionality of such unit , when 78used by a Customer, is provided by Application(s) or otherwise depends on the 79Licensed Software, regardless of whether the Redistributables are distributed 80together with the hardware or not. Devices covered with this Agreement shall 81be specified in Appendix 2 or in a quote. 82 83"Distribution License(s)" shall mean the license required for any kind of sale, 84trade, exchange, loan, lease, rental or other distribution by or on behalf of 85Licensee to a third party of Redistributables in connection with Devices 86pursuant to license grant described in Section 3.3 of this Agreement. 87 88"Distribution License Packs" shall mean set of prepaid Distribution Licenses 89for distribution of Redistributables, as defined in The Qt Company's standard 90price list, quote, Purchase Order confirmation or in an appendix hereto, as 91the case may be. 92 93"Intellectual Property Rights" shall mean patents (including utility models), 94design patents, and designs (whether or not capable of registration), chip 95topography rights and other like protection, copyrights, trademarks, service 96marks, trade names, logos or other words or symbols and any other form of 97statutory protection of any kind and applications for any of the foregoing as 98well as any trade secrets. 99 100"License Certificate" shall mean a certificate generated by The Qt Company for 101each Designated User respectively upon them downloading the Licensed Software, 102which will be available under respective Designated User's Qt Account at 103account.qt.io. License Certificates will specify the Designated User, the 104Development Platforms, Deployment Platforms and the License Term. Such terms 105are considered part of the licenses granted hereunder and shall be updated 106from time to time to reflect any agreed changes to the foregoing terms 107relating to Designated User's rights to the Licensed Software. 108 109"License Fee" shall mean the fee charged to the Licensee for rights granted 110under the terms of this Agreement. 111 112"License Term" shall mean the agreed validity period of the Development License 113of the respective Designated User, during which time the Designated User is 114entitled to use the Licensed Software, as set forth in the respective License 115Certificate. 116 117"Licensed Software" shall mean either 118 (i) Qt for Application Development or 119 (ii) Qt for Device Creation, and/or 120 (iii) Qt 3D Studio, and/or 121 (iv) Qt Design Studio, and/or 122 (v) Qt for MCUs, and/or 123 (vi) selected Add-on Products, if any, 124 125depending on which product(s) the Licensee has purchased under this Agreement, 126as well as corresponding online or electronic documentation, associated media 127and printed materials, including the source code (where applicable), example 128programs and the documentation, licensed to the Licensee under this Agreement. 129Licensed Software does not include Third Party Software (as defined in Section 1304) or Open Source Qt. The Qt Company may, in the course of its development 131activities, at its free and absolute discretion and without any obligation to 132send or publish any notifications to the Licensee or in general, make changes, 133additions or deletions in the components and functionalities of the Licensed 134Software, provided that no such changes, additions or deletions will affect 135the already released version of the Licensed Software, but only upcoming 136version(s). 137 138"Licensee" shall mean the individual or legal entity that is party to this 139Agreement, as identified on the signature page hereof. 140 141"Licensee's Records" shall mean books and records that are likely to contain 142information bearing on Licensee's compliance with this Agreement, Licensee's 143use of Open Source Qt and/or the payments due to The Qt Company under this 144Agreement, including, but not limited to user information, assembly logs, 145sales records and distribution records. 146 147"Modified Software" shall have the meaning as set forth in Section 2.3. 148 149"Online Services" shall mean any services or access to systems made available 150by The Qt Company to the Licensee over the Internet relating to the Licensed 151Software or for the purpose of use by the Licensee of the Licensed Software or 152Support. Use of any such Online Services is discretionary for the Licensee and 153some of them may be subject to additional fees. 154 155"Open Source Qt" shall mean the non-commercial Qt computer software products, 156licensed under the terms of the GNU Lesser General Public License, version 2.1 157or later ("LGPL") or the GNU General Public License, version 2.0 or later 158("GPL"). For clarity, Open Source Qt shall not be provided nor governed under 159this Agreement. 160 161"Party" or "Parties" shall mean Licensee and/or The Qt Company. 162 163"Permitted Combination" shall have the meaning as set forth in Section 1643.4(viii). 165 166"Pre-Release Code" shall have the meaning as set forth in Section 4. 167 168"Prohibited Combination" shall mean any means to (i) use, combine, incorporate, 169link or integrate Licensed Software with any software created with or 170incorporating Open Source Qt, (ii) use Licensed Software for creation of any 171software created with or incorporating Open Source Qt, or (iii) incorporate or 172integrate Applications into a hardware device or product other than a Device. 173 174"Qt 3D Studio" shall mean The Qt Company's productized offering, which consist 175of all versions of modules and tools as set forth in Appendix 1. 176 177"Qt Design Studio" shall mean The Qt Company's productized offering, which 178consist of all versions of modules and tools as set forth in Appendix 1. 179 180"Qt for Application Development" shall mean The Qt Company's productized 181offering, which consist of all versions of modules and tools as set forth in 182Appendix 1. 183 184"Qt for Device Creation" shall mean The Qt Company's productized offering, 185which consist of all versions of modules and tools as set forth in Appendix 1. 186 187"Qt for MCUs" shall mean The Qt Company's productized offering, which consist 188of all versions of modules and tools as set forth in Appendix 1. 189 190"Redistributables" shall mean the portions of the Licensed Software set forth 191in Appendix 1 that may be distributed pursuant to the terms of this Agreement 192in object code form only, including any relevant documentation. Where 193relevant, any reference to Licensed Software in this Agreement shall include 194and refer also to Redistributables. 195 196"Renewal Term" shall mean an extension of previous License Term as agreed 197between the Parties. 198 199"Submitted Modified Software" shall have the meaning as set forth in 200Section 2.3. 201 202"Support" shall mean standard developer support that is provided by The Qt 203Company to assist Designated Users in using the Licensed Software in 204accordance with The Qt Company's standard support terms available at 205https://www.qt.io/terms-conditions/ and as further defined in Section 8 206hereunder. 207 208"Taxes" shall have the meaning set forth in Section 10.5. 209 210"Term" shall have the meaning set forth in Section 12. 211 212"The Qt Company" shall mean: 213 (i) in the event Licensee is an individual residing in the United 214 States or a legal entity incorporated in the United States or 215 having its headquarters in the United States, The Qt Company Inc., 216 a Delaware corporation with its office at 2350 Mission College 217 Blvd., Suite 1020, Santa Clara, CA 95054, USA.; or 218 (ii) in the event the Licensee is an individual residing outside of the 219 United States or a legal entity incorporated outside of the United 220 States or having its registered office outside of the United 221 States, The Qt Company Ltd., a Finnish company with its registered 222 office at Bertel Jungin aukio D3A, 02600 Espoo, Finland. 223 224"Third-Party Software" shall have the meaning set forth in Section 4. 225 226"Updates" shall mean a release or version of the Licensed Software containing 227bug fixes, error corrections and other changes that are generally made 228available to users of the Licensed Software that have contracted for Support. 229Updates are generally depicted as a change to the digits following the decimal 230in the Licensed Software version number. The Qt Company shall make Updates 231available to the Licensee under the Support. Updates shall be considered as 232part of the Licensed Software hereunder. 233 234"Upgrades" shall mean a release or version of the Licensed Software containing 235enhancements and new features and are generally depicted as a change to the 236first digit of the Licensed Software version number. In the event Upgrades are 237provided to the Licensee under this Agreement, they shall be considered as 238part of the Licensed Software hereunder. 239 240 2412. OWNERSHIP 2422.1. Ownership of The Qt Company 243The Licensed Software is protected by copyright laws and international 244copyright treaties, as well as other intellectual property laws and 245treaties. The Licensed Software is licensed, not sold. 246 247All of The Qt Company's Intellectual Property Rights are and shall remain the 248exclusive property of The Qt Company or its licensors respectively. 249 2502.2. Ownership of Licensee 251All the Licensee's Intellectual Property Rights are and shall remain the 252exclusive property of the Licensee or its licensors respectively. 253 254All Intellectual Property Rights to the Modified Software, Applications and 255Devices shall remain with the Licensee and no rights thereto shall be granted 256by the Licensee to The Qt Company under this Agreement (except as set forth in 257Section 2.3 below). 258 2592.3. Modified Software 260Licensee may create bug-fixes, error corrections, patches or modifications to 261the Licensed Software ("Modified Software"). Such Modified Software may break 262the source or binary compatibility with the Licensed Software (including 263without limitation through changing the application programming interfaces 264("API") or by adding, changing or deleting any variable, method, or class 265signature in the Licensed Software and/or any inter-process protocols, 266services or standards in the Licensed Software libraries). To the extent that 267Licensee's Modified Software so breaks source or binary compatibility with the 268Licensed Software, Licensee acknowledges that The Qt Company's ability to 269provide Support may be prevented or limited and Licensee's ability to make use 270of Updates may be restricted. 271 272Licensee may, at its sole and absolute discretion, choose to submit Modified 273Software to The Qt Company ("Submitted Modified Software") in connection with 274Licensee's Support request, service request or otherwise. In the event 275Licensee does so, then, Licensee hereby grants The Qt Company a sublicensable, 276assignable, irrevocable, perpetual, worldwide, non-exclusive, royalty-free and 277fully paid-up license, under all of Licensee's Intellectual Property Rights, 278to reproduce, adapt, translate, modify, and prepare derivative works of, 279publicly display, publicly perform, sublicense, make available and distribute 280such Submitted Modified Software as The Qt Company sees fit at its free and 281absolute discretion. 282 2833. LICENSES GRANTED 2843.1. Development with Licensed Software 285Subject to the terms of this Agreement, The Qt Company grants to Licensee a 286worldwide, non-exclusive, non-transferable license, valid for the License 287Term, to use, modify and copy the Licensed Software by Designated Users on the 288Development Platforms for the sole purposes of designing, developing, 289demonstrating and testing Application(s) and/or Devices, and to provide 290thereto related support and other related services to end-user Customers. 291 292Licensee may install copies of the Licensed Software on five (5) computers per 293Designated User, provided that only the Designated Users who have a valid 294Development License may use the Licensed Software. 295 296Licensee may at any time designate another Designated User to replace a 297then-current Designated User by notifying The Qt Company in writing, provided 298that any Designated User may be replaced only once during any six-month period. 299 300Upon expiry of the initially agreed License Term, the respective License Terms 301shall be automatically extended to one or more Renewal Term(s), unless and 302until either Party notifies the other Party in writing that it does not wish 303to continue the License Term, such notification to be provided to the other 304Party no less than ninety (90) days before expiry of the respective License 305Term. Unless otherwise agreed between the Parties, Renewal Term shall be of 306equal length with the initial License Term. 307 308Any such Renewal Term shall be subject to License Fees agreed between the 309Parties or, if no advance agreement exists, subject to The Qt Company's 310standard pricing applicable at the commencement date of any such Renewal Term. 311 312Any price or other term specified for a Renewal Term shall be valid only for 313the specified time. 314 315The Qt Company may request the Licensee to place a purchase order corresponding 316to a quote by The Qt Company for the relevant Renewal Term. 317 318In the event Licensee does not prevent auto-renewal pursuant the above, but a 319Renewal Term is nevertheless not duly ordered within 30 days from the date of 320the respective quote from The Qt Company and/or the respective License Fee 321paid by due date specified in The Qt Company's respective invoice, The Qt 322Company shall apply a reinstatement fee equal to ten percent (10 %) of the 323total value of the License Fees of the Development Licenses for the expired 324term to be added to the License Fee of the respective Renewal Term. 325 326In the event Licensee chooses not to renew a Development License for a Renewal 327Term by notifying The Qt Company thereof no less than ninety (90) days before 328expiry of the respective License Term, Licensee may still reinstate such 329expired Development Licenses for a Renewal Term subject to applicable renewal 330Term License Fees until thirty (30) days from the expiry of the initially 331agreed License Term or preceding Renewal Term. After such thirty (30) day 332period a Development License shall be subject to applicable License Fees for a 333new Development License and not any Renewal Term License Fees. 334 3353.2. Distribution of Applications 336Subject to the terms of this Agreement, The Qt Company grants to Licensee a 337worldwide, non-exclusive, non-transferable, revocable (for cause pursuant to 338this Agreement) right and license, valid for the Term, to 339 (i) distribute, by itself or through its Contractors, Redistributables 340 as installed, incorporated or integrated into Applications for 341 execution on the Deployment Platforms, and 342 (ii) grant sublicenses to Redistributables, as distributed hereunder, 343 for Customers solely for Customer's internal use and to the extent 344 necessary in order for the Customers to use the Applications for 345 their respective intended purposes. 346 347Right to distribute the Redistributables as part of an Application as provided 348herein is not royalty-bearing but is conditional upon the Licensee not having 349any unpaid License Fees for Development Licenses owed to The Qt Company at the 350time of distribution of any Redistributables to Customers. 351 3523.3. Distribution of Devices 353Subject to the terms of this Agreement, The Qt Company grants to Licensee a 354worldwide, non-exclusive, non-transferable, revocable (for cause pursuant to 355this Agreement) right and license, valid for the Term, to 356 (i) distribute, by itself or through one or more tiers of Contractors, 357 Redistributables as installed, incorporated or integrated, or 358 intended to be installed, incorporated or integrated into Devices 359 for execution on the Deployment Platforms, and 360 (ii) grant sublicenses to Redistributables, as distributed hereunder, 361 for Customers solely for Customer's internal use and to the extent 362 necessary in order for the Customers to use the Devices for their 363 respective intended purposes. 364 365Right to distribute the Redistributables with Devices as provided herein is 366conditional upon the Licensee (i) not having any unpaid License Fees for 367Development Licenses owed to The Qt Company, and (ii) having purchased and 368paid corresponding Distribution Licenses at the time of distribution of any 369Redistributables to Customers. 370 3713.4. Further Requirements 372The licenses granted above in this Section 3 by The Qt Company to Licensee are 373conditional and subject to Licensee's compliance with the following terms: 374 (i) Licensee shall not remove or alter any copyright, trademark or 375 other proprietary rights notice(s) contained in any portion of the 376 Licensed Software; 377 (ii) Applications must add primary and substantial functionality to the 378 Licensed Software so as not to compete with the Licensed Software; 379 (iii) Applications may not pass on functionality which in any way makes 380 it possible for others to create software with the Licensed 381 Software; provided however that Licensee may use the Licensed 382 Software's scripting and QML ("Qt Quick") functionality solely in 383 order to enable scripting, themes and styles that augment the 384 functionality and appearance of the Application(s) without adding 385 primary and substantial functionality to the Application(s); 386 (iv) Licensee shall not use Licensed Software in any manner or for any 387 purpose that infringes, misappropriates or otherwise violates any 388 Intellectual property or right of any third party, or that 389 violates any applicable law; 390 (v) Licensee shall not use The Qt Company's or any of its suppliers' 391 names, logos, or trademarks to market Applications, except that 392 Licensee may use "Built with Qt" logo to indicate that 393 Application(s) was developed using the Licensed Software; 394 (vi) Licensee shall not distribute, sublicense or disclose source code 395 of Licensed Software to any third party (provided however that 396 Licensee may appoint employee(s) of Contractors as Designated 397 Users to use Licensed Software pursuant to this Agreement). Such 398 right may be available for the Licensee subject to a separate 399 software development kit ("SDK") license agreement to be concluded 400 with The Qt Company; 401 (vii) Licensee shall not grant the Customers a right to (i) make copies 402 of the Redistributables except when and to the extent required to 403 use the Applications and/or Devices for their intended purpose, 404 (ii) modify the Redistributables or create derivative works 405 thereof, (iii) decompile, disassemble or otherwise reverse 406 engineer Redistributables, or (iv) redistribute any copy or 407 portion of the Redistributables to any third party, except as part 408 of the onward sale of the Device on which the Redistributables are 409 installed; 410 (viii) Licensee shall not and shall cause that its Affiliates or 411 Contractors shall not use Licensed Software in any Prohibited 412 Combination, unless Licensee has received an advance written 413 permission from The Qt Company to do so. Absent such written 414 permission, any and all distribution by the Licensee during the 415 Term of a hardware device or product a) which incorporate or 416 integrate any part of Licensed Software or Open Source Qt; or b) 417 where the main user interface or substantial functionality is 418 provided by software built with Licensed Software or Open Source 419 Qt or otherwise depends on the Licensed Software or Open Source 420 Qt, shall be considered to be Device distribution under this 421 Agreement and shall be dependent on Licensee's compliance thereof 422 (including but not limited to obligation to pay applicable License 423 Fees for such distribution). Notwithstanding what is provided 424 above in this sub-section (viii), Licensee is entitled to use and 425 combine Qt 3D Studio and/or Qt Design Studio with Open Source Qt 426 ("Permitted Combination") for its internal evaluation purposes, 427 provided that Licensee shall in no way transfer, publish, disclose, 428 display or otherwise make available any software or work resulting 429 from such Permitted Combination; 430 (ix) Licensee shall cause all of its Affiliates and Contractors 431 entitled to make use of the licenses granted under this Agreement, 432 to be contractually bound to comply with the relevant terms of 433 this Agreement and not to use the Licensed Software beyond the 434 terms hereof and for any purposes other than operating within the 435 scope of their services for Licensee. Licensee shall be responsible 436 for any and all actions and omissions of its Affiliates and 437 Contractors relating to the Licensed Software and use thereof 438 (including but not limited to payment of all applicable License 439 Fees); 440 (x) Except when and to the extent explicitly provided in this Section 441 3, Licensee shall not transfer, publish, disclose, display or 442 otherwise make available the Licensed Software; and 443 (xi) Licensee shall not attempt or enlist a third party to conduct or 444 attempt to conduct any of the above. 445 446Above terms shall not be applicable if and to the extent they conflict with 447any mandatory provisions of any applicable laws. 448Any use of Licensed Software beyond the provisions of this Agreement is 449strictly prohibited and requires an additional license from The Qt Company. 450 4514. THIRD-PARTY SOFTWARE 452The Licensed Software may provide links to third party libraries or code 453(collectively "Third-Party Software") to implement various functions. 454Third-Party Software does not comprise part of the Licensed Software. In some 455cases, access to Third-Party Software may be included with the Licensed 456Software. Such Third-Party Software will be listed in the ".../src/3rdparty" 457source tree delivered with the Licensed Software or documented in the Licensed 458Software, as such may be amended from time to time. Licensee acknowledges that 459use or distribution of Third-Party Software is in all respects subject to 460applicable license terms of applicable third-party right holders. 461 4625. PRE-RELEASE CODE 463The Licensed Software may contain pre-release code and functionality, or sample 464code marked or otherwise stated with appropriate designation such as 465"Technology Preview", "Alpha", "Beta", "Sample" etc. ("Pre-Release Code"). 466 467Such Pre-Release Code may be present complimentary for the Licensee, in order 468to provide experimental support or information for new platforms or preliminary 469versions of one or more new functionalities or for other similar reasons. The 470Pre-Release Code may not be at the level of performance and compatibility of a 471final, generally available, product offering. The Pre-Release Code may not 472operate correctly, may contain errors and may be substantially modified by The 473Qt Company prior to the first commercial product release, if any. The Qt 474Company is under no obligation to make Pre-Release Code commercially available, 475or provide any Support or Updates relating thereto. The Qt Company assumes no 476liability whatsoever regarding any Pre-Release Code, but any use thereof is 477exclusively at Licensee's own risk and expense. 478 479For clarity, unless Licensed Software specifies different license terms for the 480respective Pre-Release Code, the Licensee is entitled to use such pre-release 481code pursuant to Section 3, just like other Licensed Software, provided however 482that in the event Add-on Products are included and available as such 483Pre-Release Code, Licensee's right to use such Add-on Products is nevertheless 484subject to and conditional upon conclusion of separate agreement with The Qt 485Company. 486 4876. LIMITED WARRANTY AND WARRANTY DISCLAIMER 488The Qt Company hereby represents and warrants that it has the power and 489authority to grant the rights and licenses granted to Licensee under this 490Agreement. 491 492Except as set forth above, the Licensed Software is licensed to Licensee 493"as is" and Licensee's exclusive remedy and The Qt Company's entire liability 494for errors in the Licensed Software shall be limited, at The Qt Company's 495option, to correction of the error, replacement of the Licensed Software or 496return of the applicable fees paid for the defective Licensed Software for the 497time period during which the License is not able to utilize the Licensed 498Software under the terms of this Agreement. 499 500TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE QT COMPANY ON BEHALF OF 501ITSELF AND ITS LICENSORS, SUPPLIERS AND AFFILIATES, DISCLAIMS ALL OTHER 502WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED 503WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND 504NON-INFRINGEMENT WITH REGARD TO THE LICENSED SOFTWARE. THE QT COMPANY DOES NOT 505WARRANT THAT THE LICENSED SOFTWARE WILL SATISFY LICENSEE'S REQUIREMENTS OR THAT 506IT WILL OPERATE WITHOUT DEFECT OR ERROR OR THAT THE OPERATION THEREOF WILL BE 507UNINTERRUPTED. 508 5097. INDEMNIFICATION AND LIMITATION OF LIABILITY 5107.1. Limitation of Liability 511EXCEPT FOR (I) CASES OF GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, AND (II) 512BREACH OF CONFIDENTIALITY, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO 513EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOSS OF PROFIT, 514LOSS OF DATA, LOSS OF BUSINESS OR GOODWILL OR ANY OTHER INDIRECT, SPECIAL, 515CONSEQUENTIAL, INCIDENTAL OR PUNITIVE COST, DAMAGES OR EXPENSE OF ANY KIND, 516HOWSOEVER ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT. 517 518EXCEPT FOR (I) CASES OF GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, AND (II) 519BREACH OF CONFIDENTIALITY, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO 520EVENT SHALL EITHER PARTY'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT 521EXCEED THE AGGREGATE LICENSE FEES PAID OR PAYABLE TO THE QT COMPANY FROM 522LICENSEE DURING THE PERIOD OF TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE 523EVENT RESULTING IN SUCH LIABILITY. 524 525THE PROVISIONS OF THIS SECTION 7 ALLOCATE THE RISKS UNDER THIS AGREEMENT 526BETWEEN THE QT COMPANY AND LICENSEE AND THE PARTIES HAVE RELIED UPON THE 527LIMITATIONS SET FORTH HEREIN IN DETERMINING WHETHER TO ENTER INTO THIS 528AGREEMENT. 529 530NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, LICENSEE SHALL 531ALWAYS BE LIABLE TO PAY THE APPLICABLE LICENSE FEES CORRESPONDING TO ITS ACTUAL 532USE OF LICENSED SOFTWARE. 533 5348. SUPPORT, UPDATES AND ONLINE SERVICES 535Upon due payment of the agreed License Fees the Licensee will be eligible to 536receive Support and Updates and to use the Online Services during the License 537Term, provided, however, that in the event the License Term is longer than 36 538months, the initial payment includes Support for only the first 12 months, 539unless the Parties specifically otherwise agree. 540 541Unless otherwise decided by The Company at its free and absolute discretion, 542Upgrades will not be included in the Support but may be available subject to 543additional fees. 544 545From time to time The Qt Company may change the Support terms, provided that 546during the respective ongoing License Term the level of Support provided by The 547Qt Company may not be reduced without the consent of the Licensee. 548 549Unless otherwise agreed, The Qt Company shall not be responsible for providing 550any service or support to Customers. 551 5529. CONFIDENTIALITY 553Each Party acknowledges that during the Term of this Agreement each Party may 554receive information about the other Party's business, business methods, 555business plans, customers, business relations, technology, and other 556information, including the terms of this Agreement, that is confidential and of 557great value to the other Party, and the value of which would be significantly 558reduced if disclosed to third parties ("Confidential Information"). 559Accordingly, when a Party (the "Receiving Party") receives Confidential 560Information from the other Party (the "Disclosing Party"), the Receiving Party 561shall only disclose such information to employees and Contractors on a need to 562know basis, and shall cause its employees and employees of its Affiliates to: 563(i) maintain any and all Confidential Information in confidence; (ii) not 564disclose the Confidential Information to a third party without the Disclosing 565Party's prior written approval; and (iii) not, directly or indirectly, use the 566Confidential Information for any purpose other than for exercising its rights 567and fulfilling its responsibilities pursuant to this Agreement. Each Party 568shall take reasonable measures to protect the Confidential Information of the 569other Party, which measures shall not be less than the measures taken by such 570Party to protect its own confidential and proprietary information. 571 572Obligation of confidentiality shall not apply to information that (i) is or 573becomes generally known to the public through no act or omission of the 574Receiving Party; (ii) was in the Receiving Party's lawful possession prior to 575the disclosure hereunder and was not subject to limitations on disclosure or 576use; (iii) is developed independently by employees or Contractors of the 577Receiving Party or other persons working for the Receiving Party who have not 578had access to the Confidential Information of the Disclosing Party, as proven 579by the written records of the Receiving Party; (iv) is lawfully disclosed to 580the Receiving Party without restrictions, by a third party not under an 581obligation of confidentiality; or (v) the Receiving Party is legally compelled 582to disclose, in which case the Receiving Party shall notify the Disclosing 583Party of such compelled disclosure and assert the privileged and confidential 584nature of the information and cooperate fully with the Disclosing Party to 585limit the scope of disclosure and the dissemination of disclosed Confidential 586Information to the minimum extent necessary. 587 588The obligations under this Section 9 shall continue to remain in force for a 589period of five (5) years after the last disclosure, and, with respect to trade 590secrets, for so long as such trade secrets are protected under applicable trade 591secret laws. 592 59310. FEES, DELIVERY AND PAYMENT 59410.1. License Fees 595License Fees are described in The Qt Company's standard price list, quote or 596Purchase Order confirmation or in an appendix hereto, as the case may be. 597 598The License Fees shall not be refunded or claimed as a credit in any event or 599for any reason whatsoever. 600 60110.2. Ordering Licenses 602Licensee may purchase Development Licenses and Distribution Licenses pursuant 603to agreed pricing terms or, if no specific pricing terms have been agreed upon, 604at The Qt Company's standard pricing terms applicable at the time of purchase. 605Unless specifically otherwise provided, any pricing terms referenced in this 606Agreement shall be valid for twelve (12) months from the date of this Agreement. 607 608Licensee shall submit all purchase orders for Development Licenses and 609Distribution Licenses to The Qt Company by email or any other method acceptable 610to The Qt Company (each such order is referred to herein as a "Purchase Order") 611for confirmation, whereupon the Purchase Order shall become binding between the 612Parties. 613 61410.3. Distribution License Packs 615Unless otherwise agreed, Distribution Licenses shall be purchased by way of 616Distribution License Packs. 617 618Upon due payment of the ordered Distribution License Pack(s), the Licensee will 619have an account of Distribution Licenses available for distributing the 620Redistributables in accordance with this Agreement. 621 622Each time Licensee distributes a copy of Redistributables, then one 623Distribution License is used, and Licensee's account of available Distribution 624Licenses is decreased accordingly.Licensee may distribute copies of the 625Redistributables so long as Licensee has Distribution Licenses remaining on 626its account. 627 62810.4. Payment Terms 629License Fees and any other charges under this Agreement shall be paid by 630Licensee no later than thirty (30) days from the date of the applicable 631invoice from The Qt Company. 632 633The Qt Company will submit an invoice to Licensee after the date of this 634Agreement and/or after The Qt Company receives a Purchase Order from Licensee. 635 636A late payment charge of the lower of (a) one percent per month; or (b) the 637interest rate stipulated by applicable law, shall be charged on any unpaid 638balances that remain past due. 639 64010.5. Taxes 641All License Fees and other charges payable hereunder are gross amounts but 642exclusive of any value added tax, use tax, sales tax, withholding tax and other 643taxes, duties or tariffs ("Taxes") levied directly for the sale, delivery or 644use of Licensed Software hereunder pursuant to any applicable law. Such 645applicable Taxes shall be paid by Licensee to The Qt Company, or, where 646applicable, in lieu of payment of such Taxes to The Qt Company, Licensee shall 647provide an exemption certificate to The Qt Company and any applicable authority. 648 64911. RECORD-KEEPING AND REPORTING OBLIGATIONS; AUDIT RIGHTS 65011.1. Licensee's Record-keeping 651Licensee shall at all times during the Term of this Agreement and for a period 652of seven (7) years thereafter maintain Licensee's Records in an accurate and 653up-to-date form. Licensee's Records shall be adequate to reasonably enable The 654Qt Company to determine Licensee's compliance with the provisions of this 655Agreement. The records shall conform to general good accounting practices. 656 657Licensee shall, within thirty (30) days from receiving The Qt Company's request 658to that effect, deliver to The Qt Company a report based on Licensee's Records, 659such report to contain information, in sufficient detail, on (i) number and 660identity of users working with Licensed Software or Open Source Qt, (ii) copies 661of Redistributables distributed by Licensee during the most recent calendar 662quarter and/or any other term specified by The Qt Company, (iii) number of 663undistributed copies of Redistributables and corresponding number of unused 664Distribution Licenses remaining on Licensee's account, and (iv) any other 665information as The Qt Company may reasonably require from time to time. 666 66711.2. The Qt Company's Audit Rights 668The Qt Company or an independent auditor acting on behalf of The Qt Company's, 669may, upon at least five (5) business days' prior written notice and at its 670expense, audit Licensee with respect to the Licensee's use of the Licensed 671Software, but not more frequently than once during each 6-month period. Such 672audit may be conducted by mail, electronic means or through an in-person visit 673to Licensee's place of business. Any such in-person audit shall be conducted 674during regular business hours at Licensee's facilities and shall not 675unreasonably interfere with Licensee's business activities. The Qt Company or 676the independent auditor acting on behalf of The Qt Company shall be entitled to 677inspect Licensee's Records and conduct necessary interviews of Licensee's 678relevant employees and Contractors. All such Licensee's Records and use thereof 679shall be subject to an obligation of confidentiality under this Agreement. 680 681If an audit reveals that Licensee is using the Licensed Software beyond scope 682of the licenses Licensee has paid for, Licensee agrees to pay The Qt Company 683any amounts owed for such unauthorized use within 30 days from receipt of the 684corresponding invoice from The Qt Company. In addition, in the event the audit 685reveals a material violation of the terms of this Agreement (without 686limitation, either (i) underpayment of more than 10 % of License Fees or 10,000 687euros (whichever is more) or (ii) distribution of products, which include or 688result from Prohibited Combination, shall be deemed a material violation for 689purposes of this section), then the Licensee shall pay The Qt Company's 690reasonable cost of conducting such audit. 691 69212. TERM AND TERMINATION 69312.1. Agreement Term 694This Agreement shall enter into force upon due acceptance by both Parties and 695remain in force for as long as there is any Development License(s) purchased 696under this Agreement in force ("Term"), unless and until terminated pursuant to 697the terms of this Section 12. 698 69912.2. Termination and suspension of rights 700Either Party shall have the right to terminate this Agreement upon thirty (30) 701days prior written notice if the other Party commits a material breach of any 702obligation of this Agreement and fails to remedy such breach within such notice 703period. 704 705Instead of termination, The Qt Company shall have the right to suspend or 706withhold grants of all rights to the Licensed Software hereunder, including but 707not limited to the Development Licenses, Distribution License, and Support, 708should Licensee fail to make payment in timely fashion or otherwise violates or 709is reasonably suspected to violate its obligations or terms of this Agreement, 710and where such violation or breach is not cured within five (5) business days 711following The Qt Company's written notice thereof. 712 71312.3. Mutual Right to Terminate 714Either Party shall have the right to terminate this Agreement immediately upon 715written notice in the event that the other Party becomes insolvent, files for 716any form of bankruptcy, makes any assignment for the benefit of creditors, has 717a receiver, administrative receiver or officer appointed over the whole or a 718substantial part of its assets, ceases to conduct business, or an act 719equivalent to any of the above occurs under the laws of the jurisdiction of the 720other Party. 721 72212.4. Parties´ Rights and Duties upon Termination 723Upon expiry or termination of the Agreement, Licensee shall cease and shall 724cause all Designated Users (including those of its Affiliates' and 725Contractors') to cease using the Licensed Software and distribution of the 726Redistributables under this Agreement. 727 728Notwithstanding the above, in the event the Agreement expires or is terminated: 729 (i) as a result of The Qt Company choosing not to renew the Development 730 License(s) as set forth in Section 3.1, then all valid licenses 731 possessed by the Licensee at such date shall be extended to be 732 valid in perpetuity under the terms of this Agreement and Licensee 733 is entitled to purchase additional licenses as set forth in 734 Section 10.2; or 735 (ii) for reason other than by The Qt Company pursuant to item (i) above 736 or pursuant to Section 12.2, then the Licensee is entitled, for a 737 period of six (6) months after the effective date of termination, 738 to continue distribution of Devices under the Distribution Licenses 739 paid but unused at such effective date of termination. 740 741Upon any such termination the Licensee shall destroy or return to The Qt 742Company all copies of the Licensed Software and all related materials and will 743certify the same to The Qt Company upon its request, provided however that 744Licensee may retain and exploit such copies of the Licensed Software as it may 745reasonably require in providing continued support to Customers. 746 747Expiry or termination of this Agreement for any reason whatsoever shall not 748relieve Licensee of its obligation to pay any License Fees accrued or payable 749to The Qt Company prior to the effective date of termination, and Licensee 750shall immediately pay to The Qt Company all such fees upon the effective date 751of termination. Termination of this Agreement shall not affect any rights of 752Customers to continue use of Applications and Devices (and therein incorporated 753Redistributables). 754 75512.5. Extension in case of bankruptcy 756In the event The Qt Company is declared bankrupt under a final, non-cancellable 757decision by relevant court of law, and this Agreement is not, at the date of 758expiry of the Development License(s) pursuant to Section 3.1, assigned to 759party, who has assumed The Qt Company's position as a legitimate licensor of 760Licensed Software under this Agreement, then all valid licenses possessed by 761the Licensee at such date of expiry, and which the Licensee has not notified 762for expiry, shall be extended to be valid in perpetuity under the terms of this 763Agreement. 764 76513. GOVERNING LAW AND LEGAL VENUE 766In the event this Agreement is in the name of The Qt Company Inc., a Delaware 767Corporation, then: 768 (i) this Agreement shall be construed and interpreted in accordance 769 with the laws of the State of California, USA, excluding its choice 770 of law provisions; 771 (ii) the United Nations Convention on Contracts for the International 772 Sale of Goods will not apply to this Agreement; and 773 (iii) any dispute, claim or controversy arising out of or relating to 774 this Agreement or the breach, termination, enforcement, 775 interpretation or validity thereof, including the determination of 776 the scope or applicability of this Agreement to arbitrate, shall 777 be determined by arbitration in San Francisco, USA, before one 778 arbitrator. The arbitration shall be administered by JAMS pursuant 779 to JAMS' Streamlined Arbitration Rules and Procedures. Judgment on 780 the Award may be entered in any court having jurisdiction. This 781 Section shall not preclude parties from seeking provisional 782 remedies in aid of arbitration from a court of appropriate 783 jurisdiction. 784 785In the event this Agreement is in the name of The Qt Company Ltd., a Finnish 786Company, then: 787 (i) this Agreement shall be construed and interpreted in accordance 788 with the laws of Finland, excluding its choice of law provisions; 789 (ii) the United Nations Convention on Contracts for the International 790 Sale of Goods will not apply to this Agreement; and 791 (iii) any disputes, controversy or claim arising out of or relating to 792 this Agreement, or the breach, termination or validity thereof 793 shall be finally settled by arbitration in accordance with the 794 Arbitration Rules of Finland Chamber of Commerce. The arbitration 795 tribunal shall consist of one (1), or if either Party so requires, 796 of three (3), arbitrators. The award shall be final and binding and 797 enforceable in any court of competent jurisdiction. The arbitration 798 shall be held in Helsinki, Finland and the process shall be 799 conducted in the English language. This Section shall not preclude 800 parties from seeking provisional remedies in aid of arbitration 801 from a court of appropriate jurisdiction. 802 80314. GENERAL PROVISIONS 80414.1. No Assignment 805Except in the case of a merger or sale of substantially all of its corporate 806assets, Licensee shall not be entitled to assign or transfer all or any of its 807rights, benefits and obligations under this Agreement without the prior written 808consent of The Qt Company, which shall not be unreasonably withheld or delayed. 809The Qt Company shall be entitled to freely assign or transfer any of its 810rights, benefits or obligations under this Agreement. 811 81214.2. No Third-Party Representations 813Licensee shall make no representations or warranties concerning the Licensed 814Software on behalf of The Qt Company. Any representation or warranty Licensee 815makes or purports to make on The Qt Company's behalf shall be void as to The 816Qt Company. 817 81814.3. Surviving Sections 819Any terms and conditions that by their nature or otherwise reasonably should 820survive termination of this Agreement shall so be deemed to survive. Such 821sections include especially the following: 1, 2, 6, 7, 9, 11, 12.4, 13 and 14. 822 82314.4. Entire Agreement 824This Agreement, the exhibits hereto, the License Certificate and any applicable 825Purchase Order accepted by The Qt Company constitute the complete agreement 826between the Parties and supersedes all prior or contemporaneous discussions, 827representations, and proposals, written or oral, with respect to the subject 828matters discussed herein. 829 830In the event of any conflict or inconsistency between this Agreement and any 831Purchase Order, the terms of this Agreement will prevail over the terms of the 832Purchase Order with respect to such conflict or inconsistency. 833 834Parties specifically acknowledge and agree that this Agreement prevails over 835any click-to-accept or similar agreements the Designated Users may need to 836accept online upon download of the Licensed Software, as may be required by 837The Qt Company's applicable processes relating to Licensed Software. 838 83914.5. Modifications 840No modification of this Agreement shall be effective unless contained in a 841writing executed by an authorized representative of each Party. No term or 842condition contained in Licensee's Purchase Order ("Deviating Terms") shall 843apply unless The Qt Company has expressly agreed such Deviating Terms in 844writing. Unless and to the extent expressly agreed by The Qt Company, any such 845Deviating Terms shall be deemed void and with no legal effect. For clarity, 846delivery of the Licensed Software following the receipt of the Purchase Order 847including Deviating Terms shall not constitute acceptance of such Deviating 848Terms." 849 85014.6. Force Majeure 851Except for the payment obligations hereunder, neither Party shall be liable to 852the other for any delay or non-performance of its obligations hereunder in the 853event and to the extent that such delay or non-performance is due to an event 854of act of God, terrorist attack or other similar unforeseeable catastrophic 855event that prevents either Party for fulfilling its obligations under this 856Agreement and which such Party cannot avoid or circumvent ("Force Majeure 857Event"). If the Force Majeure Event results in a delay or non-performance of a 858Party for a period of three (3) months or longer, then either Party shall have 859the right to terminate this Agreement with immediate effect without any 860liability (except for the obligations of payment arising prior to the event of 861Force Majeure) towards the other Party. 862 86314.7. Notices 864Any notice given by one Party to the other shall be deemed properly given and 865deemed received if specifically acknowledged by the receiving Party in writing 866or when successfully delivered to the recipient by hand, fax, or special 867courier during normal business hours on a business day to the addresses 868specified for each Party on the signature page. Each communication and document 869made or delivered by one Party to the other Party pursuant to this Agreement 870shall be in the English language. 871 87214.8. Export Control 873Licensee acknowledges that the Redistributables, as incorporated in 874Applications or Devices, may be subject to export control restrictions under 875the applicable laws of respective countries. Licensee shall fully comply with 876all applicable export license restrictions and requirements as well as with all 877laws and regulations relating to the Redistributables and exercise of licenses 878hereunder and shall procure all necessary governmental authorizations, 879including without limitation, all necessary licenses, approvals, permissions or 880consents, where necessary for the re-exportation of the Redistributables, 881Applications and/or Devices. 882 88314.9. No Implied License 884There are no implied licenses or other implied rights granted under this 885Agreement, and all rights, save for those expressly granted hereunder, shall 886remain with The Qt Company and its licensors. In addition, no licenses or 887immunities are granted to the combination of the Licensed Software with any 888other software or hardware not delivered by The Qt Company under this Agreement. 889 89014.10. Attorney Fees 891The prevailing Party in any action to enforce this Agreement shall be entitled 892to recover its attorney's fees and costs in connection with such action. 893 89414.11. Privacy 895Licensee acknowledges and agrees that for the purpose of this Agreement, The Qt 896Company may collect, use, transfer and disclose personal data pertaining to 897Designated Users as well as any other employees and directors of the Licensee 898and its Contractors relevant for carrying out the intent of this Agreement. 899Such personal data may be collected from the Licensee or directly from the 900relevant individuals. The Parties acknowledge that with regard to such personal 901data processed hereunder, The Qt Company shall be regarded as the Data 902Controller under the applicable Data Protection Legislation. The Qt Company 903shall process any such personal data in accordance with its privacy policies 904and practices, which will comply with all applicable requirements of the Data 905Protection Legislation. 906 90714.12. Severability 908If any provision of this Agreement shall be adjudged by any court of competent 909jurisdiction to be unenforceable or invalid, that provision shall be limited or 910eliminated to the minimum extent necessary so that this Agreement shall 911otherwise remain in full force and effect and enforceable. 912 913 914 915APPENDICES 916The Agreement includes Appendix 1, and possibly one or more of the appendices 9173-5, depending on the product(s) purchased by the Licensee, what is stated in 918the quote or invoice, and/or what is stated in the Licensee's License 919Certificate. 920 921 922APPENDIX 1 923The modules and/or tools that are included in the respective product - Qt for 924Application Development (QtAD), Qt for Device Creation (QtDC), Qt for MCUs 925(QtMCU), Qt 3D Studio (Qt3DS) and Qt Design Studio (QtDS) - are marked with 'X' 926in the below table. 927 928Parts of the product that are permitted for distribution in object-code form 929only ("Redistributables") are marked with 'R' in the below table. 930 931Modules/Tools | QtAD | QtDC | QtMCU | Qt3DS | QtDS 932------------------------------------------------------------------------------- 933Qt Core | X,R | X,R | | | 934------------------------------------------------------------------------------- 935Qt GUI | X,R | X,R | | | 936------------------------------------------------------------------------------- 937Qt Multimedia | X,R | X,R | | | 938------------------------------------------------------------------------------- 939Qt Multimedia Widgets | X,R | X,R | | | 940------------------------------------------------------------------------------- 941Qt Network | X,R | X,R | | | 942------------------------------------------------------------------------------- 943Qt QML | X,R | X,R | | | 944------------------------------------------------------------------------------- 945Qt Quick | X,R | X,R | | | 946------------------------------------------------------------------------------- 947Qt Quick Controls 2 | X,R | X,R | | | 948------------------------------------------------------------------------------- 949Qt Quick Dialogs | X,R | X,R | | | 950------------------------------------------------------------------------------- 951Qt Quick Layouts | X,R | X,R | | | 952------------------------------------------------------------------------------- 953Qt Quick Test | X,R | X,R | | | 954------------------------------------------------------------------------------- 955Qt SQL | X,R | X,R | | | 956------------------------------------------------------------------------------- 957Qt Test | X,R | X,R | | | 958------------------------------------------------------------------------------- 959Qt Widgets | X,R | X,R | | | 960------------------------------------------------------------------------------- 961Active Qt | X,R | X,R | | | 962------------------------------------------------------------------------------- 963Qt 3D | X,R | X,R | | | 964------------------------------------------------------------------------------- 965Qt Android Extras | X,R | X,R | | | 966------------------------------------------------------------------------------- 967Qt Bluetooth | X,R | X,R | | | 968------------------------------------------------------------------------------- 969Qt Canvas 3D | X,R | X,R | | | 970------------------------------------------------------------------------------- 971Qt Concurrent | X,R | X,R | | | 972------------------------------------------------------------------------------- 973Qt D-Bus | X,R | X,R | | | 974------------------------------------------------------------------------------- 975Qt Gamepad | X,R | X,R | | | 976------------------------------------------------------------------------------- 977Qt Graphical Effects | X,R | X,R | | | 978------------------------------------------------------------------------------- 979Qt Help | X,R | X,R | | | 980------------------------------------------------------------------------------- 981Qt Image Formats | X,R | X,R | | | 982------------------------------------------------------------------------------- 983Qt Location | X,R | X,R | | | 984------------------------------------------------------------------------------- 985Qt Mac Extras | X,R | X,R | | | 986------------------------------------------------------------------------------- 987Qt Network Authorization | X,R | X,R | | | 988------------------------------------------------------------------------------- 989Qt NFC | X,R | X,R | | | 990------------------------------------------------------------------------------- 991Qt Platform Headers | X,R | X,R | | | 992------------------------------------------------------------------------------- 993Qt Positioning | X,R | X,R | | | 994------------------------------------------------------------------------------- 995Qt Print Support | X,R | X,R | | | 996------------------------------------------------------------------------------- 997Qt Purchasing | X,R | X,R | | | 998------------------------------------------------------------------------------- 999Qt for Python | X,R | X,R | | | 1000------------------------------------------------------------------------------- 1001Qt Quick Controls | X,R | X,R | | | 1002------------------------------------------------------------------------------- 1003Qt Quick Extras | X,R | X,R | | | 1004------------------------------------------------------------------------------- 1005Qt Quick Widgets | X,R | X,R | | | 1006------------------------------------------------------------------------------- 1007Qt SCXML | X,R | X,R | | | 1008------------------------------------------------------------------------------- 1009Qt Sensors | X,R | X,R | | | 1010------------------------------------------------------------------------------- 1011Qt Serial Bus | X,R | X,R | | | 1012------------------------------------------------------------------------------- 1013Qt Serial Port | X,R | X,R | | | 1014------------------------------------------------------------------------------- 1015Qt Speech | X,R | X,R | | | 1016------------------------------------------------------------------------------- 1017Qt SVG | X,R | X,R | | | 1018------------------------------------------------------------------------------- 1019Qt UI Tools | X,R | X,R | | | 1020------------------------------------------------------------------------------- 1021Qt WebChannel | X,R | X,R | | | 1022------------------------------------------------------------------------------- 1023Qt WebEngine | X,R | X,R | | | 1024------------------------------------------------------------------------------- 1025Qt WebSockets | X,R | X,R | | | 1026------------------------------------------------------------------------------- 1027Qt WebView | X,R | X,R | | | 1028------------------------------------------------------------------------------- 1029Qt Windows Extras | X,R | X,R | | | 1030------------------------------------------------------------------------------- 1031Qt X11 Extras | X,R | X,R | | | 1032------------------------------------------------------------------------------- 1033Qt XML | X,R | X,R | | | 1034------------------------------------------------------------------------------- 1035Qt XML Patterns | X,R | X,R | | | 1036------------------------------------------------------------------------------- 1037Qt Wayland Compositor | X,R | X,R | | | 1038------------------------------------------------------------------------------- 1039Qt Charts | X,R | X,R | | | 1040------------------------------------------------------------------------------- 1041Qt Data Visualization | X,R | X,R | | | 1042------------------------------------------------------------------------------- 1043Qt Virtual Keyboard | X,R | X,R | | | 1044------------------------------------------------------------------------------- 1045Boot 2 Qt stack | | X,R | | | 1046------------------------------------------------------------------------------- 1047Qt OTA | | X,R | | | 1048------------------------------------------------------------------------------- 1049Device Utilities | | X,R | | | 1050------------------------------------------------------------------------------- 1051Qt Debugging Bridge (QDB) Daemon | | X,R | | | 1052------------------------------------------------------------------------------- 1053Qt Quick Ultralite Controls | | | X,R | | 1054------------------------------------------------------------------------------- 1055Qt Quick Ultralite | | | X,R | | 1056------------------------------------------------------------------------------- 1057Qt Creator | X | X | X | | 1058------------------------------------------------------------------------------- 1059Qt Designer (Qt Widget Designer) | X | X | | | 1060------------------------------------------------------------------------------- 1061Qt Quick Designer (Qt Creator plugin) | X | X | X | | 1062------------------------------------------------------------------------------- 1063Qt Linguist | X | X | X | | 1064------------------------------------------------------------------------------- 1065Qt Assistant | X | X | X | | 1066------------------------------------------------------------------------------- 1067lupdate | X | X | X | | 1068------------------------------------------------------------------------------- 1069lrelease | X | X | X | | 1070------------------------------------------------------------------------------- 1071qmake | X | X | | | 1072------------------------------------------------------------------------------- 1073uic | X | X | | | 1074------------------------------------------------------------------------------- 1075rcc | X | X | | | 1076------------------------------------------------------------------------------- 1077qlalr | X | X | | | 1078------------------------------------------------------------------------------- 1079qdoc | X | X | | | 1080------------------------------------------------------------------------------- 1081qmlscene | X | X | | | 1082------------------------------------------------------------------------------- 1083qmlviewer | X | X | | | 1084------------------------------------------------------------------------------- 1085Target toolchains | | X | X | | 1086------------------------------------------------------------------------------- 1087Qt Debugging Bridge (QDB) Host Tools | | X | | | 1088------------------------------------------------------------------------------- 1089qtconfig-gui | | X | | | 1090------------------------------------------------------------------------------- 1091Qt Emulator | | X | | | 1092------------------------------------------------------------------------------- 1093qmlinterfacegenerator | | | X | | 1094------------------------------------------------------------------------------- 1095qmltocpp | | | X | | 1096------------------------------------------------------------------------------- 1097qulfontcompiler | | | X | | 1098------------------------------------------------------------------------------- 1099Qt53DStudioRuntime2 | | | | X,R | 1100------------------------------------------------------------------------------- 1101Qt 3D Studio | | | | X | 1102------------------------------------------------------------------------------- 1103Qt Design Studio | | | | | X 1104------------------------------------------------------------------------------- 1105 1106 1107APPENDIX 3: ADDITIONS TO LICENSED SOFTWARE 1108In addition to what is provided under the definition of the Licensed Software, 1109Parties agree that Licensed Software shall also include the Add-On Products of 1110The Qt Company, as mentioned in this Appendix, if included in the 1111quote / invoice. 1112 1113The Modules and/or Tools of the Licensed Software that are included with each 1114Add-On Product respectively are marked with 'X' in the below table. Parts of 1115the respective Add-On Product that are permitted for distribution in 1116object-code form only ("Redistributables") are marked with 'R' in the below 1117table. 1118 1119------------------------------------------------------------------------------- 1120 | Add-On Product(s) 1121Modules / |------------------------------------------------------------------ 1122Tools of |Qt for |Qt |Qt Safe |Qt |Qt |Qt 1123Licensed |Automation |Automotive |Renderer |Application|Gammaray |Deployment 1124Software | |Suite | |Manager | |Platform 1125 | | | | | |Package 1126------------------------------------------------------------------------------- 1127Qt MQTT | X,R | | | | | 1128------------------------------------------------------------------------------- 1129Qt KNX | X,R | | | | | 1130------------------------------------------------------------------------------- 1131Qt OPC UA | X,R | | | | | 1132------------------------------------------------------------------------------- 1133Qt CoAP | X,R | | | | | 1134------------------------------------------------------------------------------- 1135Qt Safe | | X,R | X,R | | | 1136Renderer | | | | | | 1137------------------------------------------------------------------------------- 1138Qt | | | | | | 1139Application | | X,R | | X,R | | 1140Manager | | | | | | 1141------------------------------------------------------------------------------- 1142Qt IVI | | X,R | | | | 1143------------------------------------------------------------------------------- 1144Reference UI| | X,R | | | | 1145------------------------------------------------------------------------------- 1146Qt GENIVI | | X,R | | | | 1147Extras | | | | | | 1148------------------------------------------------------------------------------- 1149QML Live | | X | | | | 1150------------------------------------------------------------------------------- 1151Qt Creator | | X | | | | 1152Deployment | | | | | | 1153------------------------------------------------------------------------------- 1154Qt Creator | | | | | | 1155Plugin for | | | | | | 1156Qt | | X | | X | | 1157Application | | | | | | 1158Manager | | | | | | 1159------------------------------------------------------------------------------- 1160Qt | | | | | | 1161Automotive | | | | | | 1162Suite | | X | | | | 1163Deployment | | | | | | 1164Server | | | | | | 1165------------------------------------------------------------------------------- 1166Qt Design | | X | | | | 1167Studio | | | | | | 1168------------------------------------------------------------------------------- 1169Qt 3D Studio| | X | | | | 1170------------------------------------------------------------------------------- 1171GammaRay | | X | | | X | 1172------------------------------------------------------------------------------- 1173Platform | | | | | | 1174adaptations | | | | | | 1175for | | | | | | X 1176specified | | | | | | 1177Deployment | | | | | | 1178Platforms | | | | | | 1179------------------------------------------------------------------------------- 1180Qt for | | | | | | 1181Device | | X | | | | 1182Creation | | | | | | 1183------------------------------------------------------------------------------- 1184 1185All the above Redistributables are subject to applicable provisions and 1186limitations including but not limited to what is defined in section 3 of the 1187Agreement. 1188 1189 1190APPENDIX 4: SMALL BUSINESS AND STARTUP 1191The provisions of this Appendix 4 are applicable for Start-up Companies and for 1192the Evaluation Term.For the purpose of this Appendix 4, the following 1193additional definitions shall be applicable: 1194 1195"Trial Term" shall mean a period of twelve (12) months. 1196 1197"Start-up Company" means a company with a maximum annual revenue, including 1198funding, equivalent to 100,000 USD (in applicable currency) during a respective 1199calendar year, as evidenced by duly audited records of the Licensee and 1200approved by The Qt Company. 1201 1202During the Trial Term, Section 3 shall apply with following modifications 1203("Trial Term Modifications"): 1204 (i) Licenses granted under Sections 3.1 and 3.2 shall be free of any 1205 charge. For clarity, License for distribution of Devices pursuant 1206 to Section 3.3 is subject to applicable License Fee for necessary 1207 Distribution Licenses; 1208 (ii) Development License under Section 3.1 is limited to a maximum of 1209 three (3) Designated Users; and 1210 (iii) Support is available subject to availability, as judged by The Qt 1211 Company at its free and absolute discretion, provided that support 1212 will be limited to a maximum of ten (10) tickets during the Trial 1213 Term. 1214 1215Upon expiry of the Trial Term: 1216 (a) This Appendix 4 is terminated, Trial Term Modifications cease to 1217 remain in force, Licensee's Development Licenses shall be 1218 automatically converted into licenses subject to a License Fee (in 1219 the amount specified in the quote or in Appendix 2 and payable with 1220 a 30-day payment term) and Licensee's rights and obligations under 1221 this Agreement shall continue to remain in force under the standard 1222 provisions of the Agreement, unless the Licensee notifies The Qt 1223 Company in writing no less than ninety (90) days before such expiry 1224 date that Licensee does not agree to such continuance, in which 1225 event the Agreement, and all rights of the Licensee thereunder, 1226 shall expire; provided however that 1227 (b) in the event the Licensee still qualifies as a Start-up Company, 1228 the Licensee has an option ("Option"), instead of what is stated in 1229 item a) above, to renew the Trial Term. Renewal is limited to one 1230 time, and the total duration of Trial Term is thus 24 months after 1231 the effective date. Licensee shall notify The Qt Company in 1232 writing, no less than ninety (90) days before the expiry date, if 1233 Licensee wish to exercise the Option. 1234 1235 1236APPENDIX 5: NON-COMMERCIAL USE 1237The provisions of this Appendix 5 are applicable for non-commercial use of the 1238Licensed Software by the Licensee. 1239 1240For the purpose of this Appendix 5, the following additional definitions 1241(replacing the relevant definition of the Agreement, where applicable) shall be 1242applicable: 1243 1244"Demo Units" shall mean (i) hardware development platform, which incorporates 1245the Licensed Software along with Licensee's software and/or hardware, and (ii) 1246prototype versions of Applications or Devices. 1247 1248"Designated User(s)" shall mean the employees and students of the Licensee. 1249 1250"Licensee Products" shall mean Applications and/or Devices. 1251 1252"Permitted Purpose" shall mean (i) Licensee's internal evaluation and testing 1253of Licensed Software, (ii) building Demo Units as well as (iii) educational 1254use. 1255 1256"Term" shall mean a period of twelve (12) months or any such other period as 1257may be agreed between the Parties. 1258 1259For the purpose of this Appendix 5, the following changes shall be agreed with 1260respect to relevant Sections of the Agreement: 1261 I. Recital (A) shall be replaced in its entirety to read as follows: 1262 1263 "(A) Licensee wishes to use the Licensed Software for the Permitted 1264 Purpose." 1265 1266 II. Section 3.1 shall be replaced in its entirety to read as follows: 1267 1268 "The Qt Company grants to Licensee a personal, non-exclusive, 1269 non-transferable, revocable, royalty-free license, valid for the 1270 Term, to use, modify and copy the Licensed Software solely for the 1271 Permitted Purpose. 1272 1273 Licensee may install copies of the Licensed Software on an 1274 unlimited number of computers provided that only Designated Users 1275 may use the Licensed Software. 1276 1277 Licensee may demonstrate the Demo Units, provided that such 1278 demonstrations must be conducted by Licensee, and the Demo Units 1279 must remain in Licensee's possession and under Licensee's control 1280 at all times. 1281 1282 For clarity, this Agreement does not (i) entitle Licensee to use 1283 Licensed Software to create Applications or Devices (other than 1284 prototypes thereof) or (ii) carry any distribution rights to 1285 Licensee, but such rights are subject to and conditional upon 1286 conclusion of a separate license agreement with The Qt Company." 1287 1288 III. Sections 3.2, 3.3, 8 and 10 shall be deleted. 1289 1290 IV. Section 3.4 shall be replaced in its entirety to read as follows: 1291 1292 "Licensee shall not: 1293 - remove or alter any copyright, trademark or other proprietary 1294 rights notice contained in any portion of the Licensed 1295 Software; 1296 1297 - transfer, publish, sublicense, disclose, display or otherwise 1298 make the Licensed Software available to any third party 1299 (except that Licensee may demonstrate the Demo Units pursuant 1300 to Section 3.1); 1301 1302 - in any way combine, incorporate or integrate Licensed 1303 Software with, or use Licensed Software for creation of, any 1304 software created with or incorporating Open Source Qt; 1305 1306 Licensee shall cause all Designated Users who make use of the 1307 licenses granted under this Agreement, to be contractually bound to 1308 comply with the relevant terms of this Agreement and not to use the 1309 Licensed Software beyond the terms hereof. Licensee shall be 1310 responsible for any and all actions and omissions of its Designated 1311 Users relating to the Licensed Software and use thereof. 1312 1313 Any use of Licensed Software beyond the provisions of this 1314 Agreement is strictly prohibited and requires an additional license 1315 from The Qt Company." 1316 1317 V. Section 12 shall be replaced in its entirety to read as follows: 1318 1319 "This Agreement shall enter into force upon due acceptance by both 1320 Parties and remain in force for the Term, unless and until 1321 terminated pursuant to the terms of Section 12. 1322 1323 Upon termination of the Agreement, Licensee shall cease using the 1324 Licensed Software. All other copies of Licensed Software in the 1325 possession or control of Licensee must be erased or destroyed. An 1326 officer of Licensee must, upon request, promptly deliver to The Qt 1327 Company a written confirmation that this has occurred." 1328 1329Except for the modifications specified above, this Appendix carries no change 1330to the terms of the Agreement which shall remain in full force. 1331 1332