HG_REPOSITORIES/LPP/INSTRUMENTATION/USERS/JEANDET/qtcharts Files · licenses/LICENSE-ALLOS

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QT COMMERCIAL ALL OPERATING SYSTEMS DEVELOPER LICENSE AGREEMENT

Agreement version 1.3.1

This Qt Commercial All Operating Systems Developer License Agreement

("Agreement") is a legal agreement between Digia Finland Ltd ("Digia") with its

registered office at Valimotie 21, FI-00380 Helsinki, Finland, and you (either

an individual or a legal entity) ("Licensee") for the Licensed Software (as

defined below).

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 which may include portions of the Licensed Software.

"Deployment Platforms" shall mean the Embedded Linux and Windows(R) CE operating

system(s).

"Designated User(s)" shall mean the employee(s) of Licensee acting within the

scope of their employment or Licensee's consultant(s) or contractor(s) acting

within the scope of their services for Licensee and on behalf of Licensee.

"Initial Term" shall mean the period of time one (1) year from the later of (a)

the Effective Date; or (b) the date the Licensed Software was initially

delivered to Licensee by Digia. If no specific Effective Date is set forth in

the Agreement, the Effective Date shall be deemed to be the date the Licensed

Software was initially delivered to Licensee.

"License Certificate" shall mean the document accompanying the Licensed Software

which specifies the modules which are licensed under the Agreement, Platforms

and Designated Users.

"Licensed Software" shall mean the computer software, "online" or electronic

documentation, associated media and printed materials, including the source

code, example programs and the documentation delivered by Digia to Licensee in

conjunction with this Agreement. Licensed Software does not include Third Party

Software (as defined in Section 7).

"Modified Software" shall mean modifications made to the Licensed Software by

Licensee.

"Party or Parties" shall mean Licensee and/or Digia.

"Platforms" shall mean the operating system(s) listed in the License

Certificate.

"Redistributables" shall mean the portions of the Licensed Software set forth in

Appendix 1, Section 1 that may be distributed with or as part of Applications in

object code form.

"Support" shall mean standard developer support that is provided by Digia to

assist eligible Designated Users in using the Licensed Software in accordance

with its established standard support procedures listed at: http://qt.digia.com.

"Updates" shall mean a release or version of the Licensed Software containing

enhancements, new features, bug fixes, error corrections and other changes that

are generally made available to users of the Licensed Software that have

contracted for maintenance and support.

2. OWNERSHIP

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.

To the extent Licensee submits bug fixes or error corrections, including

information related thereto, Licensee hereby grants to Digia a sublicensable,

irrevocable, perpetual, worldwide, non-exclusive, royalty-free and fully paid-up

copyright and trade secret license to reproduce, adapt, translate, modify, and

prepare derivative works of, publicly display, publicly perform, sublicense,

make available and distribute error corrections and bug fixes, including

derivative works thereof. All Digia's and/or its licensors' trademarks, service

marks, trade names, logos or other words or symbols are and shall remain the

exclusive property of Digia or its licensors respectively.

3. MODULES

Some of the files in the Licensed Software have been grouped into modules.

These files contain specific notices defining the module of which they are a

part. The modules licensed to Licensee are specified in the License Certificate

accompanying the Licensed Software. The terms of the License Certificate are

considered part of the Agreement. In the event of inconsistency or conflict

between the language of this Agreement and the License Certificate, the

provisions of this Agreement shall govern.

4. VALIDITY OF THE AGREEMENT

By installing, copying, or otherwise using the Licensed Software, Licensee

agrees to be bound by the terms of this Agreement. If Licensee does not agree

to the terms of this Agreement, Licensee should not install, copy, or otherwise

use the Licensed Software. In addition, by installing, copying, or otherwise

using any Updates or other components of the Licensed Software that Licensee

receives separately as part of the Licensed Software, Licensee agrees to be

bound by any additional license terms that accompany such Updates, if any. If

Licensee does not agree to the additional license terms that accompany such

Updates, Licensee should not install, copy, or otherwise use such Updates.

Upon Licensee's acceptance of the terms and conditions of this Agreement, Digia

grants Licensee the right to use the Licensed Software in the manner provided

below.

5. LICENSES

5.1 Using, Modifying and Copying

Digia grants to Licensee a non-exclusive, non-transferable, perpetual license to

use, modify and copy the Licensed Software for Designated Users specified in the

License Certificate for the sole purposes of:

(i) designing, developing, and testing Application(s);

(ii) modifying the Licensed Software as limited by section 8 below; and

(iii) compiling the Licensed Software and/or Modified Software source code into

object code.

Licensee may install copies of the Licensed Software on an unlimited number of

computers provided that only the Designated Users use the Licensed Software.

Licensee may at any time designate another Designated User to replace a

then-current Designated User by notifying Digia, provided that a) the

then-current Designated User has not been designated as a replacement during the

last six (6) months; and b) there is no more than the specified number of

Designated Users at any given time.

5.2 Limited Redistribution

a) Digia grants Licensee a non-exclusive, royalty-free right to reproduce and

distribute the object code form of Redistributables (listed in Appendix 1,

Section 1) for execution on the specified Platforms, excluding the Deployment

Platforms. Copies of Redistributables may only be distributed with and for the

sole purpose of executing Applications permitted under this Agreement that

Licensee has created using the Licensed Software. Under no circumstances may

any copies of Redistributables be distributed separately. This Agreement does

not give Licensee any rights to distribute any of the parts of the Licensed

Software listed in Appendix 1, Section 2, neither as a whole nor as parts or

snippets of code.

b) Licensee may not distribute, transfer, assign or otherwise dispose of

Applications and/or Redistributables, in binary/compiled form, or in any other

form, if such action is part of a joint software and hardware distribution,

except as provided by a separate runtime distribution license with Digia or one

of its authorized distributors. A joint hardware and software distribution

shall be defined as either:

(i) distribution of a hardware device where, in its final end user

configuration, the main user interface of the device is provided by

Application(s) created by Licensee or others, using a commercial version of a Qt

Commercial or Qt Commercial-based product, and depends on the Licensed Software

or an open source version of any Qt Commercial or Qt Commercial-based software

product; or

(ii) distribution of the Licensed Software with a device designed to facilitate

the installation of the Licensed Software onto the same device where the main

user interface of such device is provided by Application(s) created by Licensee

or others, using a commercial version of a Qt Commercial or Qt Commercial-based

product, and depends on the Licensed Software.

c) Licensee's distribution of Licensed Software and/or Modified Software or

Application(s) on Deployment Platforms requires a separate distribution license

from Digia. Notwithstanding the above limitation, Licensee may distribute the

Application(s) in binary/compiled form onto devices running Windows CE provided

the core functionality of the device does not depend on the Application(s).

5.3 Further Requirements

The Licensee is prohibited for using the Licensed Software for development of

mobile phones, telecommunications devices or tablet devices focused at end-user

consumers. The licenses granted in this Section 5 by Digia to Licensee are

subject to Licensee's compliance with Section 8 of this Agreement.

6. VERIFICATION

Digia or a certified auditor on Digia's behalf, may, upon its reasonable request

and at its expense, audit Licensee with respect to the use of the Licensed

Software. 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. Digia will not

remove, copy, or redistribute any electronic material during the course of an

audit. If an audit reveals that Licensee is using the Licensed Software in a

way that is in material violation of the terms of the Agreement, then Licensee

shall pay Digia's reasonable costs of conducting the audit. In the case of a

material violation, Licensee agrees to pay Digia any amounts owing that are

attributable to the unauthorized use. In the alternative, Digia reserves the

right, at Digia's sole option, to terminate the licenses for the Licensed

Software.

7. 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 along with the Licensed Software

delivery as a convenience for development and testing only. Such source code

and libraries may be listed in the ".../src/3rdparty" source tree delivered with

the Licensed Software or documented in the Licensed Software where the Third

Party Software is used, as may be amended from time to time, do not comprise the

Licensed Software. Licensee acknowledges (i) that some part of Third Party

Software may require additional licensing of copyright and patents from the

owners of such, and (ii) that distribution of any of the Licensed Software

referencing any portion of a Third Party Software may require appropriate

licensing from such third parties.

8. CONDITIONS FOR CREATING APPLICATIONS

The licenses granted in this Agreement for Licensee to create, modify and

distribute Applications is subject to all of the following conditions: (i) all

copies of the Applications Licensee creates must bear a valid copyright notice

either Licensee's own or the copyright notice that appears on the Licensed

Software; (ii) Licensee may not remove or alter any copyright, trademark or

other proprietary rights notice contained in any portion of the Licensed

Software including but not limited to the About Boxes; (iii) Licensee will

indemnify and hold Digia, its Affiliates, contractors, and its suppliers,

harmless from and against any claims or liabilities arising out of the use,

reproduction or distribution of Applications; (iv) Applications must be

developed using a licensed, registered copy of the Licensed Software; (v)

Applications must add primary and substantial functionality to the Licensed

Software; (vi) Applications may not pass on functionality which in any way makes

it possible for others to create software with the Licensed Software; however

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); (vii) 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, the inter-process

QCop specification, 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

Digia's ability to provide Support may be prevented or limited and Licensee's

ability to make use of Updates may be restricted; (viii) Applications may not

compete with the Licensed Software; (ix) Licensee may not use Digia's or any of

its suppliers' names, logos, or trademarks to market Applications, except to

state that Licensee's Application(s) was developed using the Licensed Software.

NOTE: The Open Source Editions of Qt products and the Qt, Qtopia and Qt Extended

versions previously licensed by Trolltech (collectively referred to as

"Products") are licensed under the terms of the GNU Lesser General Public

License version 2.1 ("LGPL") and/or the GNU General Public License versions 2.0

and 3.0 ("GPL") (as applicable) and not under this Agreement. If Licensee, or

another third party, has, at any time, developed all (or any portions of) the

Application(s) using a version of one of these Products licensed under the LGPL

or the GPL, Licensee may not combine such development work with the Licensed

Software and must license such Application(s) (or any portions derived there

from) under the terms of the GNU Lesser General Public License version 2.1 (Qt

only) or GNU General Public License version 2.0 (Qt, Qtopia and Qt Extended) or

version 3 (Qt only) copies of which are located at

http://www.gnu.org/licenses/old-licenses/lgpl-2.1.html,

http://www.fsf.org/licensing/licenses/info/GPLv2.html, and

http://www.gnu.org/copyleft/gpl.html.

9. LIMITED WARRANTY AND WARRANTY DISCLAIMER

Digia hereby represents and warrants with respect to the Licensed Software 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, Digia on behalf of itself and its suppliers, disclaims all warranties and

conditions, either express or implied, including, but not limited to, implied

warranties of merchantability and fitness for a particular purpose, title and

non-infringement with regard to the Licensed Software.

10. LIMITATION OF LIABILITY

If, Digia's warranty disclaimer notwithstanding, Digia is held to be liable to

Licensee whether in contract, tort, or any other legal theory, based on the

Licensed Software, Digia's entire liability to Licensee and Licensee's exclusive

remedy shall be, at Digia's option, either (a) return of the price Licensee paid

for the Licensed Software, or (b) repair or replacement of the Licensed

Software, provided Licensee returns to Digia all copies of the Licensed Software

as originally delivered to Licensee. Digia shall not under any circumstances be

liable to Licensee based on failure of the Licensed Software if the failure

resulted from accident, abuse or misapplication, nor shall Digia, under any

circumstances, be liable for special damages, punitive or exemplary damages,

damages for loss of profits or interruption of business or for loss or

corruption of data. Any award of damages from Digia to Licensee shall not

exceed the total amount Licensee has paid to Digia in connection with this

Agreement.

11. SUPPORT AND UPDATES

Licensee will be eligible to receive Support and Updates during the Initial

Term, in accordance with Digia's then current policies and procedures, if any.

Such policies and procedures may be changed from time to time. Following the

Initial Term, Digia shall no longer make the Licensed Software available to

Licensee unless Licensee purchases additional Support and Updates according to

this Section 11 below.

Licensee may purchase additional Support and Updates following the Initial Term

at Digia's terms and conditions applicable at the time of renewal.

12. CONFIDENTIALITY

Each party acknowledges that during the Initial Term of this Agreement it shall

have access to 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 (the "Confidential Information").

Accordingly, when a party (the "Receiving Party") receives Confidential

Information from another party (the "Disclosing Party"), the Receiving Party

shall, and shall obligate its employees and agents and employees and agents of

its affiliates to: (i) maintain the Confidential Information in strict

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.

"Confidential Information" shall not include information that (a) is or becomes

generally known to the public through no act or omission of the Receiving Party;

(b) was in the Receiving Party's lawful possession prior to the disclosure

hereunder and was not subject to limitations on disclosure or use; (c) is

developed by employees 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 or by

persons who have not had access to the Confidential Information of the

Disclosing Party as proven by the written records of the Receiving Party; (d) is

lawfully disclosed to the Receiving Party without restrictions, by a third party

not under an obligation of confidentiality; or (e) the Receiving Party is

legally compelled to disclose the information, in which case the Receiving Party

shall assert the privileged and confidential nature of the information and

cooperate fully with the Disclosing Party to protect against and prevent

disclosure of any Confidential Information and to limit the scope of disclosure

and the dissemination of disclosed Confidential Information by all legally

available means.

The obligations of the Receiving Party under this Section shall continue during

the Initial Term and for a period of five (5) years after expiration or

termination of this Agreement. To the extent that the terms of the

Non-Disclosure Agreement between Digia and Licensee conflict with the terms of

this Section 12, this Section 12 shall be controlling over the terms of the

Non-Disclosure Agreement.

13. GENERAL PROVISIONS

13.1 Marketing

Digia may include Licensee's company name and logo in a publicly available list

of Digia customers and in its public communications.

13.2 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 Digia, which shall not be unreasonably withheld. Digia shall be entitled to

assign or transfer any of its rights, benefits or obligations under this

Agreement on an unrestricted basis.

13.3 Termination

Digia may terminate the Agreement at any time immediately upon written notice by

Digia to Licensee if Licensee breaches this Agreement.

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.

Upon termination of the Licenses, Licensee shall return to Digia all copies of

Licensed Software that were supplied by Digia. All other copies of Licensed

Software in the possession or control of Licensee must be erased or destroyed.

An officer of Licensee must promptly deliver to Digia a written confirmation

that this has occurred.

13.4 Surviving Sections

Any terms and conditions that by their nature or otherwise reasonably should

survive a cancellation or termination of this Agreement shall also be deemed to

survive. Such terms and conditions include, but are not limited to the

following Sections 2, 5.1, 6, 7, 8(iii), 10, 12, 13.5, 13.6, 13.9, 13.10, and

13.11 shall survive the termination of the Agreement. Notwithstanding the

foregoing, Section 5.1 shall not survive if the Agreement is terminated for

material breach.

13.5 Entire Agreement

This Agreement constitutes 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, with the exception of the non-disclosure agreement executed by the

parties in connection with this Agreement ("Non-Disclosure Agreement"), if any,

shall be subject to Section 12. 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 Digia in writing. If any provision of

the Agreement is found void or unenforceable, the remainder shall remain valid

and enforceable according to its terms. If any remedy provided is determined to

have failed for its essential purpose, all limitations of liability and

exclusions of damages set forth in this Agreement shall remain in effect.

13.6 Payment and Taxes

If credit has been extended to Licensee by Digia, all payments under this

Agreement are due within thirty (30) days of the date Digia mails its invoice to

Licensee. If Digia has not extended credit to Licensee, Licensee shall be

required to make payment concurrent with the delivery of the Licensed Software

by Digia. All amounts payable are gross amounts but exclusive of any value

added tax, use tax, sales tax or similar tax. Licensee shall be entitled to

withhold from payments any applicable withholding taxes and comply with all

applicable tax and employment legislation. Each party shall pay all taxes

(including, but not limited to, taxes based upon its income) or levies imposed

on it under applicable laws, regulations and tax treaties as a result of this

Agreement and any payments made hereunder (including those required to be

withheld or deducted from payments). Each party shall furnish evidence of such

paid taxes as is sufficient to enable the other party to obtain any credits

available to it, including original withholding tax certificates.

13.7 Force Majeure

Neither party shall be liable to the other for any delay or non-performance of

its obligations hereunder other than the obligation of paying the license fees

in the event and to the extent that such delay or non-performance is due to an

event of Force Majeure (as defined below). If any event of Force Majeure

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. A "Force Majeure" event shall mean an act of God, terrorist attack

or other catastrophic event of nature that prevents either party for fulfilling

its obligations under this Agreement.

13.8 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 below.

Each communication and document made or delivered by one party to the other

party pursuant to this Agreement shall be in the English language or accompanied

by a translation thereof.

Notices to Digia shall be given to:

Digia Finland Ltd

Attn: Qt Commercial

Valimotie 21

FI-00380 Helsinki

Finland

Fax: +358 10 313 3700

13.9 Export Control

Licensee acknowledges that the Licensed Software may be subject to export

control restrictions of various countries. Licensee shall fully comply with all

applicable export license restrictions and requirements as well as with all laws

and regulations relating to the importation of the Licensed Software and/or

Modified Software and/or Applications 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 Licensed Software, Modified Software or Applications.

13.10 Governing Law and Legal Venue

This Agreement shall be construed and interpreted in accordance with the laws of

Finland, excluding its choice of law provisions. 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 the Central Chamber of Commerce of

Finland. 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.

13.11 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 Digia and its licensors. In addition, no licenses or immunities are

granted to the combination of the Licensed Software and/or Modified Software, as

applicable, with any other software or hardware not delivered by Digia under

this Agreement.

_____________

Appendix 1

1. Parts of the Licensed Software that are permitted for distribution

("Redistributables")

- The Licensed Software's main and plug-in libraries in object code form

- The Licensed Software's configuration tool ("qtconfig")

- The Licensed Software's help tool in object code/executable form ("Qt

Assistant")

- The Licensed Software's internationalization tools in object code/executable

form ("Qt Linguist", "lupdate", "lrelease")

- The Licensed Software's designer tool ("Qt Designer")

- The Licensed Software's IDE tool ("Qt Creator")

- The Licensed Software's QML ("Qt Quick") launcher tool in object

code/executable form

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 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 Qt SDK

QT COMMERCIAL ALL OPERATING SYSTEMS DEVELOPER LICENSE AGREEMENT

DIGIA FINLAND LTD | VALIMOTIE 21 | FI-00380 HELSINKI FINLAND |

| TEL +358 (0) 10 313 3000 | FAX +358 (0) 10 313 3700 |

PLACE OF REGISTERED OFFICE: HELSINKI | VAT REG. |

| BUSINESS ID 1091248-4 |

WWW.DIGIA.COM

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