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1 QT COMMERCIAL ALL OPERATING SYSTEMS DEVELOPER LICENSE AGREEMENT
2 Agreement version 1.3.1
3
4 This Qt Commercial All Operating Systems Developer License Agreement
5 ("Agreement") is a legal agreement between Digia Finland Ltd ("Digia") with its
6 registered office at Valimotie 21, FI-00380 Helsinki, Finland, and you (either
7 an individual or a legal entity) ("Licensee") for the Licensed Software (as
8 defined below).
9
10 1. DEFINITIONS
11 "Affiliate" of a Party shall mean an entity (i) which is directly or indirectly
12 controlling such Party; (ii) which is under the same direct or indirect
13 ownership or control as such Party; or (iii) which is directly or indirectly
14 owned or controlled by such Party. For these purposes, an entity shall be
15 treated as being controlled by another if that other entity has fifty percent
16 (50 %) or more of the votes in such entity, is able to direct its affairs and/or
17 to control the composition of its board of directors or equivalent body.
18
19 "Applications" shall mean Licensee's software products created using the
20 Licensed Software which may include portions of the Licensed Software.
21
22 "Deployment Platforms" shall mean the Embedded Linux and Windows(R) CE operating
23 system(s).
24
25 "Designated User(s)" shall mean the employee(s) of Licensee acting within the
26 scope of their employment or Licensee's consultant(s) or contractor(s) acting
27 within the scope of their services for Licensee and on behalf of Licensee.
28
29 "Initial Term" shall mean the period of time one (1) year from the later of (a)
30 the Effective Date; or (b) the date the Licensed Software was initially
31 delivered to Licensee by Digia. If no specific Effective Date is set forth in
32 the Agreement, the Effective Date shall be deemed to be the date the Licensed
33 Software was initially delivered to Licensee.
34
35 "License Certificate" shall mean the document accompanying the Licensed Software
36 which specifies the modules which are licensed under the Agreement, Platforms
37 and Designated Users.
38
39 "Licensed Software" shall mean the computer software, "online" or electronic
40 documentation, associated media and printed materials, including the source
41 code, example programs and the documentation delivered by Digia to Licensee in
42 conjunction with this Agreement. Licensed Software does not include Third Party
43 Software (as defined in Section 7).
44
45 "Modified Software" shall mean modifications made to the Licensed Software by
46 Licensee.
47
48 "Party or Parties" shall mean Licensee and/or Digia.
49
50 "Platforms" shall mean the operating system(s) listed in the License
51 Certificate.
52
53 "Redistributables" shall mean the portions of the Licensed Software set forth in
54 Appendix 1, Section 1 that may be distributed with or as part of Applications in
55 object code form.
56
57 "Support" shall mean standard developer support that is provided by Digia to
58 assist eligible Designated Users in using the Licensed Software in accordance
59 with its established standard support procedures listed at: http://qt.digia.com.
60
61 "Updates" shall mean a release or version of the Licensed Software containing
62 enhancements, new features, bug fixes, error corrections and other changes that
63 are generally made available to users of the Licensed Software that have
64 contracted for maintenance and support.
65
66 2. OWNERSHIP
67 The Licensed Software is protected by copyright laws and international copyright
68 treaties, as well as other intellectual property laws and treaties. The
69 Licensed Software is licensed, not sold.
70
71 To the extent Licensee submits bug fixes or error corrections, including
72 information related thereto, Licensee hereby grants to Digia a sublicensable,
73 irrevocable, perpetual, worldwide, non-exclusive, royalty-free and fully paid-up
74 copyright and trade secret license to reproduce, adapt, translate, modify, and
75 prepare derivative works of, publicly display, publicly perform, sublicense,
76 make available and distribute error corrections and bug fixes, including
77 derivative works thereof. All Digia's and/or its licensors' trademarks, service
78 marks, trade names, logos or other words or symbols are and shall remain the
79 exclusive property of Digia or its licensors respectively.
80
81 3. MODULES
82 Some of the files in the Licensed Software have been grouped into modules.
83 These files contain specific notices defining the module of which they are a
84 part. The modules licensed to Licensee are specified in the License Certificate
85 accompanying the Licensed Software. The terms of the License Certificate are
86 considered part of the Agreement. In the event of inconsistency or conflict
87 between the language of this Agreement and the License Certificate, the
88 provisions of this Agreement shall govern.
89
90 4. VALIDITY OF THE AGREEMENT
91 By installing, copying, or otherwise using the Licensed Software, Licensee
92 agrees to be bound by the terms of this Agreement. If Licensee does not agree
93 to the terms of this Agreement, Licensee should not install, copy, or otherwise
94 use the Licensed Software. In addition, by installing, copying, or otherwise
95 using any Updates or other components of the Licensed Software that Licensee
96 receives separately as part of the Licensed Software, Licensee agrees to be
97 bound by any additional license terms that accompany such Updates, if any. If
98 Licensee does not agree to the additional license terms that accompany such
99 Updates, Licensee should not install, copy, or otherwise use such Updates.
100
101 Upon Licensee's acceptance of the terms and conditions of this Agreement, Digia
102 grants Licensee the right to use the Licensed Software in the manner provided
103 below.
104
105 5. LICENSES
106 5.1 Using, Modifying and Copying
107 Digia grants to Licensee a non-exclusive, non-transferable, perpetual license to
108 use, modify and copy the Licensed Software for Designated Users specified in the
109 License Certificate for the sole purposes of:
110
111 (i) designing, developing, and testing Application(s);
112 (ii) modifying the Licensed Software as limited by section 8 below; and
113 (iii) compiling the Licensed Software and/or Modified Software source code into
114 object code.
115 Licensee may install copies of the Licensed Software on an unlimited number of
116 computers provided that only the Designated Users use the Licensed Software.
117 Licensee may at any time designate another Designated User to replace a
118 then-current Designated User by notifying Digia, provided that a) the
119 then-current Designated User has not been designated as a replacement during the
120 last six (6) months; and b) there is no more than the specified number of
121 Designated Users at any given time.
122
123 5.2 Limited Redistribution
124 a) Digia grants Licensee a non-exclusive, royalty-free right to reproduce and
125 distribute the object code form of Redistributables (listed in Appendix 1,
126 Section 1) for execution on the specified Platforms, excluding the Deployment
127 Platforms. Copies of Redistributables may only be distributed with and for the
128 sole purpose of executing Applications permitted under this Agreement that
129 Licensee has created using the Licensed Software. Under no circumstances may
130 any copies of Redistributables be distributed separately. This Agreement does
131 not give Licensee any rights to distribute any of the parts of the Licensed
132 Software listed in Appendix 1, Section 2, neither as a whole nor as parts or
133 snippets of code.
134
135 b) Licensee may not distribute, transfer, assign or otherwise dispose of
136 Applications and/or Redistributables, in binary/compiled form, or in any other
137 form, if such action is part of a joint software and hardware distribution,
138 except as provided by a separate runtime distribution license with Digia or one
139 of its authorized distributors. A joint hardware and software distribution
140 shall be defined as either:
141
142 (i) distribution of a hardware device where, in its final end user
143 configuration, the main user interface of the device is provided by
144 Application(s) created by Licensee or others, using a commercial version of a Qt
145 Commercial or Qt Commercial-based product, and depends on the Licensed Software
146 or an open source version of any Qt Commercial or Qt Commercial-based software
147 product; or
148
149 (ii) distribution of the Licensed Software with a device designed to facilitate
150 the installation of the Licensed Software onto the same device where the main
151 user interface of such device is provided by Application(s) created by Licensee
152 or others, using a commercial version of a Qt Commercial or Qt Commercial-based
153 product, and depends on the Licensed Software.
154
155 c) Licensee's distribution of Licensed Software and/or Modified Software or
156 Application(s) on Deployment Platforms requires a separate distribution license
157 from Digia. Notwithstanding the above limitation, Licensee may distribute the
158 Application(s) in binary/compiled form onto devices running Windows CE provided
159 the core functionality of the device does not depend on the Application(s).
160
161 5.3 Further Requirements
162 The Licensee is prohibited for using the Licensed Software for development of
163 mobile phones, telecommunications devices or tablet devices focused at end-user
164 consumers. The licenses granted in this Section 5 by Digia to Licensee are
165 subject to Licensee's compliance with Section 8 of this Agreement.
166
167 6. VERIFICATION
168 Digia or a certified auditor on Digia's behalf, may, upon its reasonable request
169 and at its expense, audit Licensee with respect to the use of the Licensed
170 Software. Such audit may be conducted by mail, electronic means or through an
171 in-person visit to Licensee's place of business. Any such in-person audit shall
172 be conducted during regular business hours at Licensee's facilities and shall
173 not unreasonably interfere with Licensee's business activities. Digia will not
174 remove, copy, or redistribute any electronic material during the course of an
175 audit. If an audit reveals that Licensee is using the Licensed Software in a
176 way that is in material violation of the terms of the Agreement, then Licensee
177 shall pay Digia's reasonable costs of conducting the audit. In the case of a
178 material violation, Licensee agrees to pay Digia any amounts owing that are
179 attributable to the unauthorized use. In the alternative, Digia reserves the
180 right, at Digia's sole option, to terminate the licenses for the Licensed
181 Software.
182
183 7. THIRD PARTY SOFTWARE
184 The Licensed Software may provide links to third party libraries or code
185 (collectively "Third Party Software") to implement various functions. Third
186 Party Software does not comprise part of the Licensed Software. In some cases,
187 access to Third Party Software may be included along with the Licensed Software
188 delivery as a convenience for development and testing only. Such source code
189 and libraries may be listed in the ".../src/3rdparty" source tree delivered with
190 the Licensed Software or documented in the Licensed Software where the Third
191 Party Software is used, as may be amended from time to time, do not comprise the
192 Licensed Software. Licensee acknowledges (i) that some part of Third Party
193 Software may require additional licensing of copyright and patents from the
194 owners of such, and (ii) that distribution of any of the Licensed Software
195 referencing any portion of a Third Party Software may require appropriate
196 licensing from such third parties.
197
198 8. CONDITIONS FOR CREATING APPLICATIONS
199 The licenses granted in this Agreement for Licensee to create, modify and
200 distribute Applications is subject to all of the following conditions: (i) all
201 copies of the Applications Licensee creates must bear a valid copyright notice
202 either Licensee's own or the copyright notice that appears on the Licensed
203 Software; (ii) Licensee may not remove or alter any copyright, trademark or
204 other proprietary rights notice contained in any portion of the Licensed
205 Software including but not limited to the About Boxes; (iii) Licensee will
206 indemnify and hold Digia, its Affiliates, contractors, and its suppliers,
207 harmless from and against any claims or liabilities arising out of the use,
208 reproduction or distribution of Applications; (iv) Applications must be
209 developed using a licensed, registered copy of the Licensed Software; (v)
210 Applications must add primary and substantial functionality to the Licensed
211 Software; (vi) Applications may not pass on functionality which in any way makes
212 it possible for others to create software with the Licensed Software; however
213 Licensee may use the Licensed Software's scripting and QML ("Qt Quick")
214 functionality solely in order to enable scripting, themes and styles that
215 augment the functionality and appearance of the Application(s) without adding
216 primary and substantial functionality to the Application(s); (vii) Licensee may
217 create Modified Software that breaks the source or binary compatibility with the
218 Licensed Software. This includes, but is not limited to, changing the
219 application programming interfaces ("API") by adding, changing or deleting any
220 variable, method, or class signature in the Licensed Software, the inter-process
221 QCop specification, and/or any inter-process protocols, services or standards in
222 the Licensed Software libraries. To the extent that Licensee breaks source or
223 binary compatibility with the Licensed Software, Licensee acknowledges that
224 Digia's ability to provide Support may be prevented or limited and Licensee's
225 ability to make use of Updates may be restricted; (viii) Applications may not
226 compete with the Licensed Software; (ix) Licensee may not use Digia's or any of
227 its suppliers' names, logos, or trademarks to market Applications, except to
228 state that Licensee's Application(s) was developed using the Licensed Software.
229
230 NOTE: The Open Source Editions of Qt products and the Qt, Qtopia and Qt Extended
231 versions previously licensed by Trolltech (collectively referred to as
232 "Products") are licensed under the terms of the GNU Lesser General Public
233 License version 2.1 ("LGPL") and/or the GNU General Public License versions 2.0
234 and 3.0 ("GPL") (as applicable) and not under this Agreement. If Licensee, or
235 another third party, has, at any time, developed all (or any portions of) the
236 Application(s) using a version of one of these Products licensed under the LGPL
237 or the GPL, Licensee may not combine such development work with the Licensed
238 Software and must license such Application(s) (or any portions derived there
239 from) under the terms of the GNU Lesser General Public License version 2.1 (Qt
240 only) or GNU General Public License version 2.0 (Qt, Qtopia and Qt Extended) or
241 version 3 (Qt only) copies of which are located at
242 http://www.gnu.org/licenses/old-licenses/lgpl-2.1.html,
243 http://www.fsf.org/licensing/licenses/info/GPLv2.html, and
244 http://www.gnu.org/copyleft/gpl.html.
245
246 9. LIMITED WARRANTY AND WARRANTY DISCLAIMER
247 Digia hereby represents and warrants with respect to the Licensed Software that
248 it has the power and authority to grant the rights and licenses granted to
249 Licensee under this Agreement. Except as set forth above, the Licensed Software
250 is licensed to Licensee "as is". To the maximum extent permitted by applicable
251 law, Digia on behalf of itself and its suppliers, disclaims all warranties and
252 conditions, either express or implied, including, but not limited to, implied
253 warranties of merchantability and fitness for a particular purpose, title and
254 non-infringement with regard to the Licensed Software.
255
256 10. LIMITATION OF LIABILITY
257 If, Digia's warranty disclaimer notwithstanding, Digia is held to be liable to
258 Licensee whether in contract, tort, or any other legal theory, based on the
259 Licensed Software, Digia's entire liability to Licensee and Licensee's exclusive
260 remedy shall be, at Digia's option, either (a) return of the price Licensee paid
261 for the Licensed Software, or (b) repair or replacement of the Licensed
262 Software, provided Licensee returns to Digia all copies of the Licensed Software
263 as originally delivered to Licensee. Digia shall not under any circumstances be
264 liable to Licensee based on failure of the Licensed Software if the failure
265 resulted from accident, abuse or misapplication, nor shall Digia, under any
266 circumstances, be liable for special damages, punitive or exemplary damages,
267 damages for loss of profits or interruption of business or for loss or
268 corruption of data. Any award of damages from Digia to Licensee shall not
269 exceed the total amount Licensee has paid to Digia in connection with this
270 Agreement.
271
272 11. SUPPORT AND UPDATES
273 Licensee will be eligible to receive Support and Updates during the Initial
274 Term, in accordance with Digia's then current policies and procedures, if any.
275 Such policies and procedures may be changed from time to time. Following the
276 Initial Term, Digia shall no longer make the Licensed Software available to
277 Licensee unless Licensee purchases additional Support and Updates according to
278 this Section 11 below.
279
280 Licensee may purchase additional Support and Updates following the Initial Term
281 at Digia's terms and conditions applicable at the time of renewal.
282
283 12. CONFIDENTIALITY
284 Each party acknowledges that during the Initial Term of this Agreement it shall
285 have access to information about the other party's business, business methods,
286 business plans, customers, business relations, technology, and other
287 information, including the terms of this Agreement, that is confidential and of
288 great value to the other party, and the value of which would be significantly
289 reduced if disclosed to third parties (the "Confidential Information").
290 Accordingly, when a party (the "Receiving Party") receives Confidential
291 Information from another party (the "Disclosing Party"), the Receiving Party
292 shall, and shall obligate its employees and agents and employees and agents of
293 its affiliates to: (i) maintain the Confidential Information in strict
294 confidence; (ii) not disclose the Confidential Information to a third party
295 without the Disclosing Party's prior written approval; and (iii) not, directly
296 or indirectly, use the Confidential Information for any purpose other than for
297 exercising its rights and fulfilling its responsibilities pursuant to this
298 Agreement. Each party shall take reasonable measures to protect the
299 Confidential Information of the other party, which measures shall not be less
300 than the measures taken by such party to protect its own confidential and
301 proprietary information.
302
303 "Confidential Information" shall not include information that (a) is or becomes
304 generally known to the public through no act or omission of the Receiving Party;
305 (b) was in the Receiving Party's lawful possession prior to the disclosure
306 hereunder and was not subject to limitations on disclosure or use; (c) is
307 developed by employees of the Receiving Party or other persons working for the
308 Receiving Party who have not had access to the Confidential Information of the
309 Disclosing Party, as proven by the written records of the Receiving Party or by
310 persons who have not had access to the Confidential Information of the
311 Disclosing Party as proven by the written records of the Receiving Party; (d) is
312 lawfully disclosed to the Receiving Party without restrictions, by a third party
313 not under an obligation of confidentiality; or (e) the Receiving Party is
314 legally compelled to disclose the information, in which case the Receiving Party
315 shall assert the privileged and confidential nature of the information and
316 cooperate fully with the Disclosing Party to protect against and prevent
317 disclosure of any Confidential Information and to limit the scope of disclosure
318 and the dissemination of disclosed Confidential Information by all legally
319 available means.
320
321 The obligations of the Receiving Party under this Section shall continue during
322 the Initial Term and for a period of five (5) years after expiration or
323 termination of this Agreement. To the extent that the terms of the
324 Non-Disclosure Agreement between Digia and Licensee conflict with the terms of
325 this Section 12, this Section 12 shall be controlling over the terms of the
326 Non-Disclosure Agreement.
327
328 13. GENERAL PROVISIONS
329 13.1 Marketing
330 Digia may include Licensee's company name and logo in a publicly available list
331 of Digia customers and in its public communications.
332
333 13.2 No Assignment
334 Licensee shall not be entitled to assign or transfer all or any of its rights,
335 benefits and obligations under this Agreement without the prior written consent
336 of Digia, which shall not be unreasonably withheld. Digia shall be entitled to
337 assign or transfer any of its rights, benefits or obligations under this
338 Agreement on an unrestricted basis.
339
340 13.3 Termination
341 Digia may terminate the Agreement at any time immediately upon written notice by
342 Digia to Licensee if Licensee breaches this Agreement.
343
344 Either party shall have the right to terminate this Agreement immediately upon
345 written notice in the event that the other party becomes insolvent, files for
346 any form of bankruptcy, makes any assignment for the benefit of creditors, has a
347 receiver, administrative receiver or officer appointed over the whole or a
348 substantial part of its assets, ceases to conduct business, or an act equivalent
349 to any of the above occurs under the laws of the jurisdiction of the other
350 party.
351
352 Upon termination of the Licenses, Licensee shall return to Digia all copies of
353 Licensed Software that were supplied by Digia. All other copies of Licensed
354 Software in the possession or control of Licensee must be erased or destroyed.
355 An officer of Licensee must promptly deliver to Digia a written confirmation
356 that this has occurred.
357
358 13.4 Surviving Sections
359 Any terms and conditions that by their nature or otherwise reasonably should
360 survive a cancellation or termination of this Agreement shall also be deemed to
361 survive. Such terms and conditions include, but are not limited to the
362 following Sections 2, 5.1, 6, 7, 8(iii), 10, 12, 13.5, 13.6, 13.9, 13.10, and
363 13.11 shall survive the termination of the Agreement. Notwithstanding the
364 foregoing, Section 5.1 shall not survive if the Agreement is terminated for
365 material breach.
366
367 13.5 Entire Agreement
368 This Agreement constitutes the complete agreement between the parties and
369 supersedes all prior or contemporaneous discussions, representations, and
370 proposals, written or oral, with respect to the subject matters discussed
371 herein, with the exception of the non-disclosure agreement executed by the
372 parties in connection with this Agreement ("Non-Disclosure Agreement"), if any,
373 shall be subject to Section 12. No modification of this Agreement shall be
374 effective unless contained in a writing executed by an authorized representative
375 of each party. No term or condition contained in Licensee's purchase order
376 shall apply unless expressly accepted by Digia in writing. If any provision of
377 the Agreement is found void or unenforceable, the remainder shall remain valid
378 and enforceable according to its terms. If any remedy provided is determined to
379 have failed for its essential purpose, all limitations of liability and
380 exclusions of damages set forth in this Agreement shall remain in effect.
381
382 13.6 Payment and Taxes
383 If credit has been extended to Licensee by Digia, all payments under this
384 Agreement are due within thirty (30) days of the date Digia mails its invoice to
385 Licensee. If Digia has not extended credit to Licensee, Licensee shall be
386 required to make payment concurrent with the delivery of the Licensed Software
387 by Digia. All amounts payable are gross amounts but exclusive of any value
388 added tax, use tax, sales tax or similar tax. Licensee shall be entitled to
389 withhold from payments any applicable withholding taxes and comply with all
390 applicable tax and employment legislation. Each party shall pay all taxes
391 (including, but not limited to, taxes based upon its income) or levies imposed
392 on it under applicable laws, regulations and tax treaties as a result of this
393 Agreement and any payments made hereunder (including those required to be
394 withheld or deducted from payments). Each party shall furnish evidence of such
395 paid taxes as is sufficient to enable the other party to obtain any credits
396 available to it, including original withholding tax certificates.
397
398 13.7 Force Majeure
399 Neither party shall be liable to the other for any delay or non-performance of
400 its obligations hereunder other than the obligation of paying the license fees
401 in the event and to the extent that such delay or non-performance is due to an
402 event of Force Majeure (as defined below). If any event of Force Majeure
403 results in a delay or non-performance of a party for a period of three (3)
404 months or longer, then either party shall have the right to terminate this
405 Agreement with immediate effect without any liability (except for the
406 obligations of payment arising prior to the event of Force Majeure) towards the
407 other party. A "Force Majeure" event shall mean an act of God, terrorist attack
408 or other catastrophic event of nature that prevents either party for fulfilling
409 its obligations under this Agreement.
410
411 13.8 Notices
412 Any notice given by one party to the other shall be deemed properly given and
413 deemed received if specifically acknowledged by the receiving party in writing
414 or when successfully delivered to the recipient by hand, fax, or special courier
415 during normal business hours on a business day to the addresses specified below.
416 Each communication and document made or delivered by one party to the other
417 party pursuant to this Agreement shall be in the English language or accompanied
418 by a translation thereof.
419
420 Notices to Digia shall be given to:
421 Digia Finland Ltd
422 Attn: Qt Commercial
423 Valimotie 21
424 FI-00380 Helsinki
425 Finland
426 Fax: +358 10 313 3700
427
428 13.9 Export Control
429 Licensee acknowledges that the Licensed Software may be subject to export
430 control restrictions of various countries. Licensee shall fully comply with all
431 applicable export license restrictions and requirements as well as with all laws
432 and regulations relating to the importation of the Licensed Software and/or
433 Modified Software and/or Applications and shall procure all necessary
434 governmental authorizations, including without limitation, all necessary
435 licenses, approvals, permissions or consents, where necessary for the
436 re-exportation of the Licensed Software, Modified Software or Applications.
437
438 13.10 Governing Law and Legal Venue
439 This Agreement shall be construed and interpreted in accordance with the laws of
440 Finland, excluding its choice of law provisions. Any disputes, controversy or
441 claim arising out of or relating to this Agreement, or the breach, termination
442 or validity thereof shall be shall be finally settled by arbitration in
443 accordance with the Arbitration Rules of the Central Chamber of Commerce of
444 Finland. The arbitration tribunal shall consist of one (1), or if either Party
445 so requires, of three (3), arbitrators. The award shall be final and binding
446 and enforceable in any court of competent jurisdiction. The arbitration shall
447 be held in Helsinki, Finland and the process shall be conducted in the English
448 language.
449
450 13.11 No Implied License
451 There are no implied licenses or other implied rights granted under this
452 Agreement, and all rights, save for those expressly granted hereunder, shall
453 remain with Digia and its licensors. In addition, no licenses or immunities are
454 granted to the combination of the Licensed Software and/or Modified Software, as
455 applicable, with any other software or hardware not delivered by Digia under
456 this Agreement.
457
458 _____________
459
460 Appendix 1
461
462 1. Parts of the Licensed Software that are permitted for distribution
463 ("Redistributables")
464 - The Licensed Software's main and plug-in libraries in object code form
465 - The Licensed Software's configuration tool ("qtconfig")
466 - The Licensed Software's help tool in object code/executable form ("Qt
467 Assistant")
468 - The Licensed Software's internationalization tools in object code/executable
469 form ("Qt Linguist", "lupdate", "lrelease")
470 - The Licensed Software's designer tool ("Qt Designer")
471 - The Licensed Software's IDE tool ("Qt Creator")
472 - The Licensed Software's QML ("Qt Quick") launcher tool in object
473 code/executable form
474
475 2. Parts of the Licensed Software that are not permitted for distribution
476 include, but are not limited to
477 - The Licensed Software's source code and header files
478 - The Licensed Software's documentation
479 - The Licensed Software's tool for writing makefiles ("qmake")
480 - The Licensed Software's Meta Object Compiler ("moc")
481 - The Licensed Software's User Interface Compiler ("uic" or in the case of
482 Qt Jambi: "juic")
483 - The Licensed Software's Resource Compiler ("rcc")
484 - The Licensed Software's generator (only in the case of Qt Jambi if applicable)
485 - The Licensed Software's Qt SDK
486 QT COMMERCIAL ALL OPERATING SYSTEMS DEVELOPER LICENSE AGREEMENT
487
488
489 DIGIA FINLAND LTD | VALIMOTIE 21 | FI-00380 HELSINKI FINLAND |
490 | TEL +358 (0) 10 313 3000 | FAX +358 (0) 10 313 3700 |
491 PLACE OF REGISTERED OFFICE: HELSINKI | VAT REG. |
492 | BUSINESS ID 1091248-4 |
493 WWW.DIGIA.COM
494
495
496
497
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1 QT COMMERCIAL ALL OPERATING SYSTEMS DEVELOPER LICENSE AGREEMENT
2 Agreement version 1.3.1
3
4 This Qt Commercial All Operating Systems Commercial Developer License Agreement
5 ("Agreement") is a legal agreement between Digia USA, Inc. ("Digia") with its
6 registered office at 32 W. Loockerman Street, Suite 201, City of Dover, County
7 of Kent, Delaware 19904, U.S.A., and you (either an individual or a legal
8 entity) ("Licensee") for the Licensed Software (as defined below).
9
10 1. DEFINITIONS
11 "Affiliate" of a Party shall mean an entity (i) which is directly or indirectly
12 controlling such Party; (ii) which is under the same direct or indirect
13 ownership or control as such Party; or (iii) which is directly or indirectly
14 owned or controlled by such Party. For these purposes, an entity shall be
15 treated as being controlled by another if that other entity has fifty percent
16 (50 %) or more of the votes in such entity, is able to direct its affairs and/or
17 to control the composition of its board of directors or equivalent body.
18
19 "Applications" shall mean Licensee's software products created using the
20 Licensed Software which may include portions of the Licensed Software.
21
22 "Deployment Platforms" shall mean the Embedded Linux, Windows® CE operating
23 system(s).
24
25 "Designated User(s)" shall mean the employee(s) of Licensee acting within the
26 scope of their employment or Licensee's consultant(s) or contractor(s) acting
27 within the scope of their services for Licensee and on behalf of Licensee.
28
29 "Initial Term" shall mean the period of time one (1) year from the later of (a)
30 the Effective Date; or (b) the date the Licensed Software was initially
31 delivered to Licensee by Digia. If no specific Effective Date is set forth in
32 the Agreement, the Effective Date shall be deemed to be the date the Licensed
33 Software was initially delivered to Licensee.
34
35 "License Certificate" shall mean the document accompanying the Licensed Software
36 which specifies the modules which are licensed under the Agreement, Platforms
37 and Designated Users.
38
39 "Licensed Software" shall mean the computer software, "online" or electronic
40 documentation, associated media and printed materials, including the source
41 code, example programs and the documentation delivered by Digia to Licensee in
42 conjunction with this Agreement. Licensed Software does not include Third Party
43 Software (as defined in Section 7).
44
45 "Modified Software" shall mean modifications made to the Licensed Software by
46 Licensee.
47
48 "Party or Parties" shall mean Licensee and/or Digia.
49
50 "Platforms" shall mean the operating system(s) listed in the License
51 Certificate.
52
53 "Redistributables" shall mean the portions of the Licensed Software set forth in
54 Appendix 1, Section 1 that may be distributed with or as part of Applications in
55 object code form.
56
57 "Support" shall mean standard developer support that is provided by Digia to
58 assist eligible Designated Users in using the Licensed Software in accordance
59 with its established standard support procedures listed at:
60 http://qt.digia.com/.
61
62 "Updates" shall mean a release or version of the Licensed Software containing
63 enhancements, new features, bug fixes, error corrections and other changes that
64 are generally made available to users of the Licensed Software that have
65 contracted for maintenance and support.
66
67 2. OWNERSHIP
68 The Licensed Software is protected by copyright laws and international copyright
69 treaties, as well as other intellectual property laws and treaties. The
70 Licensed Software is licensed, not sold.
71
72 To the extent Licensee submits bug fixes or error corrections, including
73 information related thereto, Licensee hereby grants to Digia a sublicensable,
74 irrevocable, perpetual, worldwide, non-exclusive, royalty-free and fully paid-up
75 copyright and trade secret license to reproduce, adapt, translate, modify, and
76 prepare derivative works of, publicly display, publicly perform, sublicense,
77 make available and distribute error corrections and bug fixes, including
78 derivative works thereof. All Digia's and/or its licensors' trademarks, service
79 marks, trade names, logos or other words or symbols are and shall remain the
80 exclusive property of Digia or its licensors respectively.
81
82 3. MODULES
83 Some of the files in the Licensed Software have been grouped into modules.
84 These files contain specific notices defining the module of which they are a
85 part. The modules licensed to Licensee are specified in the License Certificate
86 accompanying the Licensed Software. The terms of the License Certificate are
87 considered part of the Agreement. In the event of inconsistency or conflict
88 between the language of this Agreement and the License Certificate, the
89 provisions of this Agreement shall govern.
90
91 4. VALIDITY OF THE AGREEMENT
92 By installing, copying, or otherwise using the Licensed Software, Licensee
93 agrees to be bound by the terms of this Agreement. If Licensee does not agree
94 to the terms of this Agreement, Licensee should not install, copy, or otherwise
95 use the Licensed Software. In addition, by installing, copying, or otherwise
96 using any Updates or other components of the Licensed Software that Licensee
97 receives separately as part of the Licensed Software, Licensee agrees to be
98 bound by any additional license terms that accompany such Updates, if any. If
99 Licensee does not agree to the additional license terms that accompany such
100 Updates, Licensee should not install, copy, or otherwise use such Updates.
101
102 Upon Licensee's acceptance of the terms and conditions of this Agreement, Digia
103 grants Licensee the right to use the Licensed Software in the manner provided
104 below.
105
106 5. LICENSES
107 5.1 Using, Modifying and Copying
108 Digia grants to Licensee a non-exclusive, non-transferable, perpetual license to
109 use, modify and copy the Licensed Software for Designated Users specified in the
110 License Certificate for the sole purposes of:
111 (i) designing, developing, and testing Application(s);
112 (ii) modifying the Licensed Software as limited by section 8 below; and
113 (iii) compiling the Licensed Software and/or Modified Software source code into
114 object code.
115
116 Licensee may install copies of the Licensed Software on an unlimited number of
117 computers provided that only the Designated Users use the Licensed Software.
118 Licensee may at any time designate another Designated User to replace a
119 then-current Designated User by notifying Digia, provided that a) the
120 then-current Designated User has not been designated as a replacement during the
121 last six (6) months; and b) there is no more than the specified number of
122 Designated Users at any given time.
123
124 5.2 Limited Redistribution
125 a) Digia grants Licensee a non-exclusive, royalty-free right to reproduce and
126 distribute the object code form of Redistributables (listed in Appendix 1,
127 Section 1) for execution on the specified Platforms, excluding the Deployment
128 Platforms. Copies of Redistributables may only be distributed with and for the
129 sole purpose of executing Applications permitted under this Agreement that
130 Licensee has created using the Licensed Software. Under no circumstances may
131 any copies of Redistributables be distributed separately. This Agreement does
132 not give Licensee any rights to distribute any of the parts of the Licensed
133 Software listed in Appendix 1, Section 2, neither as a whole nor as parts or
134 snippets of code.
135
136 b) Licensee may not distribute, transfer, assign or otherwise dispose of
137 Applications and/or Redistributables, in binary/compiled form, or in any other
138 form, if such action is part of a joint software and hardware distribution,
139 except as provided by a separate runtime distribution license with Digia or one
140 of its authorized distributors. A joint hardware and software distribution
141 shall be defined as either:
142
143 (i) distribution of a hardware device where, in its final end user
144 configuration, the main user interface of the device is provided by
145 Application(s) created by Licensee or others, using a commercial version of a Qt
146 or Qt-based product, and depends on the Licensed Software or an open source
147 version of any Qt or Qt-based software product; or
148
149 (ii) distribution of the Licensed Software with a device designed to facilitate
150 the installation of the Licensed Software onto the same device where the main
151 user interface of such device is provided by Application(s) created by Licensee
152 or others, using a commercial version of a Qt or Qt-based product, and depends
153 on the Licensed Software.
154
155 c) Licensee's distribution of Licensed Software and/or Modified Software or
156 Applications on Deployment Platforms requires a separate distribution license
157 from Digia. Notwithstanding the above limitation, Licensee may distribute the
158 Application in binary/compiled form onto devices running Windows CE provided the
159 core functionality of the device does not depend on either the Licensed Software
160 or the Application.
161
162 5.3 Further Requirements
163 The Licensee is prohibited for using the Licensed Software for development of
164 mobile phones, telecommunications devices or tablet devices focused at end-user
165 consumers. The licenses granted in this Section 5 by Digia to Licensee are
166 subject to Licensee's compliance with Section 8 of this Agreement.
167
168 6. VERIFICATION
169 Digia or a certified auditor on Digia's behalf, may, upon its reasonable request
170 and at its expense, audit Licensee with respect to the use of the Licensed
171 Software. Such audit may be conducted by mail, electronic means or through an
172 in-person visit to Licensee's place of business. Any such in-person audit shall
173 be conducted during regular business hours at Licensee's facilities and shall
174 not unreasonably interfere with Licensee's business activities. Digia will not
175 remove, copy, or redistribute any electronic material during the course of an
176 audit. If an audit reveals that Licensee is using the Licensed Software in a
177 way that is in material violation of the terms of the Agreement, then Licensee
178 shall pay Digia's reasonable costs of conducting the audit. In the case of a
179 material violation, Licensee agrees to pay Digia any amounts owing that are
180 attributable to the unauthorized use. In the alternative, Digia reserves the
181 right, at Digia's sole option, to terminate the licenses for the Licensed
182 Software.
183
184 7. THIRD PARTY SOFTWARE
185 The Licensed Software may provide links to third party libraries or code
186 (collectively "Third Party Software") to implement various functions. Third
187 Party Software does not comprise part of the Licensed Software. In some cases,
188 access to Third Party Software may be included along with the Licensed Software
189 delivery as a convenience for development and testing only. Such source code
190 and libraries may be listed in the ".../src/3rdparty" source tree delivered with
191 the Licensed Software or documented in the Licensed Software where the Third
192 Party Software is used, as may be amended from time to time, do not comprise the
193 Licensed Software. Licensee acknowledges (i) that some part of Third Party
194 Software may require additional licensing of copyright and patents from the
195 owners of such, and (ii) that distribution of any of the Licensed Software
196 referencing any portion of a Third Party Software may require appropriate
197 licensing from such third parties.
198
199 8. CONDITIONS FOR CREATING APPLICATIONS
200 The licenses granted in this Agreement for Licensee to create, modify and
201 distribute Applications is subject to all of the following conditions: (i) all
202 copies of the Applications Licensee creates must bear a valid copyright notice
203 either Licensee's own or the copyright notice that appears on the Licensed
204 Software; (ii) Licensee may not remove or alter any copyright, trademark or
205 other proprietary rights notice contained in any portion of the Licensed
206 Software including but not limited to the About Boxes; (iii) Licensee will
207 indemnify and hold Digia, its Affiliates, contractors, and its suppliers,
208 harmless from and against any claims or liabilities arising out of the use,
209 reproduction or distribution of Applications; (iv) Applications must be
210 developed using a licensed, registered copy of the Licensed Software; (v)
211 Applications must add primary and substantial functionality to the Licensed
212 Software; (vi) Applications may not pass on functionality which in any way makes
213 it possible for others to create software with the Licensed Software; however
214 Licensee may use the Licensed Software's scripting and QML ("Qt Quick")
215 functionality solely in order to enable scripting, themes and styles that
216 augment the functionality and appearance of the Application(s) without adding
217 primary and substantial functionality to the Application(s); (vii) Licensee may
218 create Modified Software that breaks the source or binary compatibility with the
219 Licensed Software. This includes, but is not limited to, changing the
220 application programming interfaces ("API") by adding, changing or deleting any
221 variable, method, or class signature in the Licensed Software, the inter-process
222 QCop specification, and/or any inter-process protocols, services or standards in
223 the Licensed Software libraries. To the extent that Licensee breaks source or
224 binary compatibility with the Licensed Software, Licensee acknowledges that
225 Digia's ability to provide Support may be prevented or limited and Licensee's
226 ability to make use of Updates may be restricted; (viii) Applications may not
227 compete with the Licensed Software; (ix) Licensee may not use Digia's or any of
228 its suppliers' names, logos, or trademarks to market Applications, except to
229 state that Licensee's Application(s) was developed using the Licensed Software.
230
231 NOTE: The Open Source Editions of Qt products and the Qt, Qtopia and Qt Extended
232 versions previously licensed by Trolltech (collectively referred to as
233 "Products") are licensed under the terms of the GNU Lesser General Public
234 License version 2.1 ("LGPL") and/or the GNU General Public License versions 2.0
235 and 3.0 ("GPL") (as applicable) and not under this Agreement. If Licensee, or
236 another third party, has, at any time, developed all (or any portions of) the
237 Application(s) using a version of one of these Products licensed under the LGPL
238 or the GPL, Licensee may not combine such development work with the Licensed
239 Software and must license such Application(s) (or any portions derived there
240 from) under the terms of the GNU Lesser General Public License version 2.1 (Qt
241 only) or GNU General Public License version 2.0 (Qt, Qtopia and Qt Extended) or
242 version 3 (Qt only) copies of which are located at
243 http://www.gnu.org/licenses/old-licenses/lgpl-2.1.html,
244 http://www.fsf.org/licensing/licenses/info/GPLv2.html, and
245 http://www.gnu.org/copyleft/gpl.html.
246
247 9. LIMITED WARRANTY AND WARRANTY DISCLAIMER
248 Digia hereby represents and warrants with respect to the Licensed Software that
249 it has the power and authority to grant the rights and licenses granted to
250 Licensee under this Agreement. Except as set forth above, the Licensed Software
251 is licensed to Licensee "as is". To the maximum extent permitted by applicable
252 law, Digia on behalf of itself and its suppliers, disclaims all warranties and
253 conditions, either express or implied, including, but not limited to, implied
254 warranties of merchantability and fitness for a particular purpose, title and
255 non-infringement with regard to the Licensed Software.
256
257 10. LIMITATION OF LIABILITY
258 If, Digia's warranty disclaimer notwithstanding, Digia is held to be liable to
259 Licensee whether in contract, tort, or any other legal theory, based on the
260 Licensed Software, Digia's entire liability to Licensee and Licensee's exclusive
261 remedy shall be, at Digia's option, either (a) return of the price Licensee paid
262 for the Licensed Software, or (b) repair or replacement of the Licensed
263 Software, provided Licensee returns to Digia all copies of the Licensed Software
264 as originally delivered to Licensee. Digia shall not under any circumstances be
265 liable to Licensee based on failure of the Licensed Software if the failure
266 resulted from accident, abuse or misapplication, nor shall Digia, under any
267 circumstances, be liable for special damages, punitive or exemplary damages,
268 damages for loss of profits or interruption of business or for loss or
269 corruption of data. Any award of damages from Digia to Licensee shall not
270 exceed the total amount Licensee has paid to Digia in connection with this
271 Agreement.
272
273 11. SUPPORT AND UPDATES
274 Licensee will be eligible to receive Support and Updates during the Initial
275 Term, in accordance with Digia's then current policies and procedures, if any.
276 Such policies and procedures may be changed from time to time. Following the
277 Initial Term, Digia shall no longer make the Licensed Software available to
278 Licensee unless Licensee purchases additional Support and Updates according to
279 this Section 11 below.
280
281 Licensee may purchase additional Support and Updates following the Initial Term
282 at Digia's terms and conditions applicable at the time of renewal.
283
284 12. CONFIDENTIALITY
285 Each party acknowledges that during the Initial Term of this Agreement it shall
286 have access to information about the other party's business, business methods,
287 business plans, customers, business relations, technology, and other
288 information, including the terms of this Agreement, that is confidential and of
289 great value to the other party, and the value of which would be significantly
290 reduced if disclosed to third parties (the "Confidential Information").
291 Accordingly, when a party (the "Receiving Party") receives Confidential
292 Information from another party (the "Disclosing Party"), the Receiving Party
293 shall, and shall obligate its employees and agents and employees and agents of
294 its affiliates to: (i) maintain the Confidential Information in strict
295 confidence; (ii) not disclose the Confidential Information to a third party
296 without the Disclosing Party's prior written approval; and (iii) not, directly
297 or indirectly, use the Confidential Information for any purpose other than for
298 exercising its rights and fulfilling its responsibilities pursuant to this
299 Agreement. Each party shall take reasonable measures to protect the
300 Confidential Information of the other party, which measures shall not be less
301 than the measures taken by such party to protect its own confidential and
302 proprietary information.
303
304 "Confidential Information" shall not include information that (a) is or becomes
305 generally known to the public through no act or omission of the Receiving Party;
306 (b) was in the Receiving Party's lawful possession prior to the disclosure
307 hereunder and was not subject to limitations on disclosure or use; (c) is
308 developed by employees of the Receiving Party or other persons working for the
309 Receiving Party who have not had access to the Confidential Information of the
310 Disclosing Party, as proven by the written records of the Receiving Party or by
311 persons who have not had access to the Confidential Information of the
312 Disclosing Party as proven by the written records of the Receiving Party; (d) is
313 lawfully disclosed to the Receiving Party without restrictions, by a third party
314 not under an obligation of confidentiality; or (e) the Receiving Party is
315 legally compelled to disclose the information, in which case the Receiving Party
316 shall assert the privileged and confidential nature of the information and
317 cooperate fully with the Disclosing Party to protect against and prevent
318 disclosure of any Confidential Information and to limit the scope of disclosure
319 and the dissemination of disclosed Confidential Information by all legally
320 available means.
321
322 The obligations of the Receiving Party under this Section shall continue during
323 the Initial Term and for a period of five (5) years after expiration or
324 termination of this Agreement. To the extent that the terms of the
325 Non-Disclosure Agreement between Digia and Licensee conflict with the terms of
326 this Section 12, this Section 12 shall be controlling over the terms of the
327 Non-Disclosure Agreement.
328
329 13. GENERAL PROVISIONS
330 13.1 Marketing
331 Digia may include Licensee's company name and logo in a publicly available list
332 of Digia customers and in its public communications.
333
334 13.2 No Assignment
335 Licensee shall not be entitled to assign or transfer all or any of its rights,
336 benefits and obligations under this Agreement without the prior written consent
337 of Digia, which shall not be unreasonably withheld. Digia shall be entitled to
338 assign or transfer any of its rights, benefits or obligations under this
339 Agreement on an unrestricted basis.
340
341 13.3 Termination
342 Digia may terminate the Agreement at any time immediately upon written notice by
343 Digia to Licensee if Licensee breaches this Agreement.
344
345 Either party shall have the right to terminate this Agreement immediately upon
346 written notice in the event that the other party becomes insolvent, files for
347 any form of bankruptcy, makes any assignment for the benefit of creditors, has a
348 receiver, administrative receiver or officer appointed over the whole or a
349 substantial part of its assets, ceases to conduct business, or an act equivalent
350 to any of the above occurs under the laws of the jurisdiction of the other
351 party.
352
353 Upon termination of the Licenses, Licensee shall return to Digia all copies of
354 Licensed Software that were supplied by Digia. All other copies of Licensed
355 Software in the possession or control of Licensee must be erased or destroyed.
356 An officer of Licensee must promptly deliver to Digia a written confirmation
357 that this has occurred.
358
359 13.4 Surviving Sections
360 Any terms and conditions that by their nature or otherwise reasonably should
361 survive a cancellation or termination of this Agreement shall also be deemed to
362 survive. Such terms and conditions include, but are not limited to the
363 following Sections 2, 5.1, 6, 7, 8(iii), 10, 12, 13.5, 13.6, 13.9, 13.10, and
364 13.11 shall survive the termination of the Agreement. Notwithstanding the
365 foregoing, Section 5.1 shall not survive if the Agreement is terminated for
366 material breach.
367
368 13.5 Entire Agreement
369 This Agreement constitutes the complete agreement between the parties and
370 supersedes all prior or contemporaneous discussions, representations, and
371 proposals, written or oral, with respect to the subject matters discussed
372 herein, with the exception of the non-disclosure agreement executed by the
373 parties in connection with this Agreement ("Non-Disclosure Agreement"), if any,
374 shall be subject to Section 12. No modification of this Agreement shall be
375 effective unless contained in a writing executed by an authorized representative
376 of each party. No term or condition contained in Licensee's purchase order
377 shall apply unless expressly accepted by Digia in writing. If any provision of
378 the Agreement is found void or unenforceable, the remainder shall remain valid
379 and enforceable according to its terms. If any remedy provided is determined to
380 have failed for its essential purpose, all limitations of liability and
381 exclusions of damages set forth in this Agreement shall remain in effect.
382
383 13.6 Payment and Taxes
384 If credit has been extended to Licensee by Digia, all payments under this
385 Agreement are due within thirty (30) days of the date Digia mails its invoice to
386 Licensee. If Digia has not extended credit to Licensee, Licensee shall be
387 required to make payment concurrent with the delivery of the Licensed Software
388 by Digia. All amounts payable are gross amounts but exclusive of any value
389 added tax, use tax, sales tax or similar tax. Licensee shall be entitled to
390 withhold from payments any applicable withholding taxes and comply with all
391 applicable tax and employment legislation. Each party shall pay all taxes
392 (including, but not limited to, taxes based upon its income) or levies imposed
393 on it under applicable laws, regulations and tax treaties as a result of this
394 Agreement and any payments made hereunder (including those required to be
395 withheld or deducted from payments). Each party shall furnish evidence of such
396 paid taxes as is sufficient to enable the other party to obtain any credits
397 available to it, including original withholding tax certificates.
398
399 13.7 Force Majeure
400 Neither party shall be liable to the other for any delay or non-performance of
401 its obligations hereunder other than the obligation of paying the license fees
402 in the event and to the extent that such delay or non-performance is due to an
403 event of Force Majeure (as defined below). If any event of Force Majeure
404 results in a delay or non-performance of a party for a period of three (3)
405 months or longer, then either party shall have the right to terminate this
406 Agreement with immediate effect without any liability (except for the
407 obligations of payment arising prior to the event of Force Majeure) towards the
408 other party. A "Force Majeure" event shall mean an act of God, terrorist attack
409 or other catastrophic event of nature that prevents either party for fulfilling
410 its obligations under this Agreement.
411
412 13.8 Notices
413 Any notice given by one party to the other shall be deemed properly given and
414 deemed received if specifically acknowledged by the receiving party in writing
415 or when successfully delivered to the recipient by hand, fax, or special courier
416 during normal business hours on a business day to the addresses specified below.
417 Each communication and document made or delivered by one party to the other
418 party pursuant to this Agreement shall be in the English language or accompanied
419 by a translation thereof.
420
421 Notices to Digia shall be given to:
422 Digia USA Inc
423 Suite 203
424 2880 Zanker Road
425 San Jose
426 CA 95134
427 U.S.A
428 Fax. + 1 408 433 9360
429
430 13.9 Export Control
431 Licensee acknowledges that the Licensed Software may be subject to export
432 control restrictions of various countries. Licensee shall fully comply with all
433 applicable export license restrictions and requirements as well as with all laws
434 and regulations relating to the importation of the Licensed Software and/or
435 Modified Software and/or Applications and shall procure all necessary
436 governmental authorizations, including without limitation, all necessary
437 licenses, approvals, permissions or consents, where necessary for the
438 re-exportation of the Licensed Software, Modified Software or Applications.
439
440 13.10 Governing Law and Legal Venue
441 This Agreement shall be governed by and construed in accordance with the federal
442 laws of the United States of America and the internal laws of the State of New
443 York without given effect to any choice of law rule that would result in the
444 application of the laws of any other jurisdiction. The United Nations
445 Convention on Contracts for the International Sale of Goods (CISG) shall not
446 apply. Each Party (a) hereby irrevocably submits itself to and consents to the
447 jurisdiction of the United States District Court for the Southern District of
448 New York (or if such court lacks jurisdiction, the state courts of the State of
449 New York) for the purposes of any action, claim, suit or proceeding between the
450 Parties in connection with any controversy, claim, or dispute arising out of or
451 relating to this Agreement; and (b) hereby waives, and agrees not to assert by
452 way of motion, as a defence or otherwise, in any such action, claim, suit or
453 proceeding, any claim that is not personally subject to the jurisdiction of such
454 court(s), that the action, claim, suit or proceeding is brought in an
455 inconvenient forum or that the venue of the action, claim, suit or proceeding is
456 improper. Notwithstanding the foregoing, nothing in this Section 13.10 is
457 intended to, or shall be deemed to, constitute a submission or consent to, or
458 selection of, jurisdiction, forum or venue for any action for patent
459 infringement, whether or not such action relates to this Agreement.
460
461 13.11 No Implied License
462 There are no implied licenses or other implied rights granted under this
463 Agreement, and all rights, save for those expressly granted hereunder, shall
464 remain with Digia and its licensors. In addition, no licenses or immunities are
465 granted to the combination of the Licensed Software and/or Modified Software, as
466 applicable, with any other software or hardware not delivered by Digia under
467 this Agreement.
468
469 13.12 Government End Users
470 A "U.S. Government End User" shall mean any agency or entity of the government
471 of the United States. The following shall apply if Licensee is a U.S.
472 Government End User. The Licensed Software is a "commercial item," as that term
473 is defined in 48 C.F.R. 2.101 (Oct. 1995), consisting of "commercial computer
474 software" and "commercial computer software documentation," as such terms are
475 used in 48 C.F.R. 12.212 (Sept. 1995). Consistent with 48 C.F.R. 12.212 and 48
476 C.F.R. 227.7202-1 through 227.7202-4 (June 1995), all U.S. Government End Users
477 acquire the Licensed Software with only those rights set forth herein. The
478 Licensed Software (including related documentation) is provided to U.S.
479 Government End Users: (a) only as a commercial end item; and (b) only pursuant
480 to this Agreement.
481
482
483 Appendix 1
484
485 1. Parts of the Licensed Software that are permitted for distribution
486 ("Redistributables")
487 - The Licensed Software's main and plug-in libraries in object code form
488 - The Licensed Software's configuration tool ("qtconfig")
489 - The Licensed Software's help tool in object code/executable form ("Qt Assistant")
490 - The Licensed Software's internationalization tools in object code/executable
491 form ("Qt Linguist", "lupdate", "lrelease")
492 - The Licensed Software's designer tool ("Qt Designer")
493 - The Licensed Software's IDE tool ("Qt Creator")
494 - The Licensed Software's QML ("Qt Quick") launcher tool in object
495 code/executable form
496
497
498 2. Parts of the Licensed Software that are not permitted for distribution
499 include, but are not limited to
500 - The Licensed Software's source code and header files
501 - The Licensed Software's documentation
502 - The Licensed Software's tool for writing makefiles ("qmake")
503 - The Licensed Software's Meta Object Compiler ("moc")
504 - The Licensed Software's User Interface Compiler ("uic" or in the case of Qt
505 Jambi: "juic")
506 - The Licensed Software's Resource Compiler ("rcc")
507 - The Licensed Software's generator (only in the case of Qt Jambi if applicable)
508 - The Licensed Software's Qt SDK
509
510
511
512
513 QT COMMERCIAL ALL OPERATING SYSTEMS COMMERCIAL DEVELOPER LICENSE AGREEMENT
514
515
516 DIGIA USA INC. | SUITE 203 | 2880 ZANKER ROAD | SAN JOSE | CA 95134 | U.S.A. |
517 FAX + 1 408 433 9360
518 PLACE OF REGISTERED OFFICE: DELAWARE | WWW.DIGIA.COM
519
520
521
522
523
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1 Qt COMMERCIAL LICENSE AGREEMENT
2 Agreement version 3.9.1
3
4 This Qt Commercial License Agreement ("Agreement") is a legal agreement between
5 Digia Finland Ltd ("Digia"), with its registered office at Valimotie 21,
6 FI-00380 Helsinki, Finland and you (either an individual or a legal entity)
7 ("Licensee") for the Licensed Software (as defined below).
8
9 1. DEFINITIONS
10 "Affiliate" of a Party shall mean an entity (i) which is directly or indirectly
11 controlling such Party; (ii) which is under the same direct or indirect
12 ownership or control as such Party; or (iii) which is directly or indirectly
13 owned or controlled by such Party. For these purposes, an entity shall be
14 treated as being controlled by another if that other entity has fifty percent
15 (50 %) or more of the votes in such entity, is able to direct its affairs and/or
16 to control the composition of its board of directors or equivalent body.
17
18 "Applications" shall mean Licensee's software products created using the
19 Licensed Software which may include portions of the Licensed Software.
20
21 "Designated User(s)" shall mean the employee(s) of Licensee acting within the
22 scope of their employment or Licensee's consultant(s) or contractor(s) acting
23 within the scope of their services for Licensee and on behalf of Licensee.
24
25 "Initial Term" shall mean the period of time one (1) year from the later of (a)
26 the Effective Date; or (b) the date the Licensed Software was initially
27 delivered to Licensee by Digia. If no specific Effective Date is set forth in
28 the Agreement, the Effective Date shall be deemed to be the date the Licensed
29 Software was initially delivered to Licensee.
30
31 "License Certificate" shall mean the document accompanying the Licensed Software
32 which specifies the modules which are licensed under the Agreement, Platforms
33 and Designated Users.
34
35 "Licensed Software" shall mean the computer software, "online" or electronic
36 documentation, associated media and printed materials, including the source
37 code, example programs and the documentation delivered by Digia to Licensee in
38 conjunction with this Agreement. Licensed Software does not include Third Party
39 Software (as defined in Section 7).
40
41 "Modified Software" shall mean modifications made to the Licensed Software by
42 Licensee.
43
44 "Party or Parties" shall mean Licensee and/or Digia.
45
46 "Platforms" shall mean the operating systems listed in the License Certificate.
47
48 "Redistributables" shall mean the portions of the Licensed Software set forth in
49 Appendix 1, Section 1 that may be distributed with or as part of Applications in
50 object code form.
51
52 "Support" shall mean standard developer support that is provided by Digia to
53 assist eligible Designated Users in using the Licensed Software in accordance
54 with its established standard support procedures listed at: http://qt.digia.com/
55
56 "Updates" shall mean a release or version of the Licensed Software containing
57 enhancement, new features, bug fixes, error corrections and other changes that
58 are generally made available to users of the Licensed Software that have
59 contracted for maintenance and support.
60
61 2. OWNERSHIP
62 The Licensed Software is protected by copyright laws and international copyright
63 treaties, as well as other intellectual property laws and treaties. The
64 Licensed Software is licensed, not sold.
65
66 To the extent Licensee submits bug fixes or error corrections, including
67 information related thereto, Licensee hereby grants to Digia a sublicensable,
68 irrevocable, perpetual, worldwide, non-exclusive, royalty-free and fully paid-up
69 copyright and trade secret license to reproduce, adapt, translate, modify, and
70 prepare derivative works of, publicly display, publicly perform, sublicense,
71 make available and distribute error corrections and bug fixes, including
72 derivative works thereof. All Digia's and/or its licensors' trademarks, service
73 marks, trade names, logos or other words or symbols are and shall remain the
74 exclusive property of Digia or its licensors respectively.
75
76 3. MODULES
77 Some of the files in the Licensed Software have been grouped into modules.
78 These files contain specific notices defining the module of which they are a
79 part. The modules licensed to Licensee are specified in the License
80 Certificate. The terms of the License Certificate are considered part of the
81 Agreement. In the event of inconsistency or conflict between the language of
82 this Agreement and the License Certificate, the provisions of this Agreement
83 shall govern.
84
85 4. VALIDITY OF THE AGREEMENT
86 By installing, copying, or otherwise using the Licensed Software, Licensee
87 agrees to be bound by the terms of this Agreement. If Licensee does not agree
88 to the terms of this Agreement, Licensee may not install, copy, or otherwise use
89 the Licensed Software. In addition, by installing, copying, or otherwise using
90 any Updates or other components of the Licensed Software that Licensee receives
91 separately as part of the Licensed Software, Licensee agrees to be bound by any
92 additional license terms that accompany such Updates, if any. If Licensee does
93 not agree to the additional license terms that accompany such Updates, Licensee
94 may not install, copy, or otherwise use such Updates.
95
96 Upon Licensee's acceptance of the terms and conditions of this Agreement, Digia
97 grants Licensee the right to use the Licensed Software in the manner provided
98 below.
99
100 5. LICENSES
101 5.1 Using, modifying and copying
102 Digia grants to Licensee a non-exclusive, non-transferable, perpetual license to
103 use, modify and copy the Licensed Software for the Designated User(s) specified
104 in the License Certificate for the sole purposes of designing, developing, and
105 testing Application(s).
106
107 Licensee may install copies of the Licensed Software on an unlimited number of
108 computers provided that only the Designated Users use the Licensed Software.
109 Licensee may at any time designate another Designated User to replace a
110 then-current Designated User by notifying Digia, provided that a) the
111 then-current Designated User has not been designated as a replacement during the
112 last six (6) months; and b) there is no more than the specified number of
113 Designated Users at any given time.
114
115 5.2 Redistribution
116 a) Digia grants Licensee a non-exclusive, royalty-free right to reproduce and
117 distribute the object code form of Redistributables for execution on the
118 specified Platforms. Copies of Redistributables may only be distributed with
119 and for the sole purpose of executing Applications permitted under this
120 Agreement that Licensee has created using the Licensed Software. Under no
121 circumstances may any copies of Redistributables be distributed separately.
122 This Agreement does not give Licensee any rights to distribute any of the parts
123 of the Licensed Software listed in Appendix 1, Section 2, neither as a whole nor
124 as parts or snippets of code.
125
126 b) Licensee may not distribute, transfer, assign or otherwise dispose of
127 Applications and/or Redistributables, in binary/compiled form, or in any other
128 form, if such action is part of a joint software and hardware distribution,
129 except as provided by a separate runtime distribution license with Digia or one
130 of its authorized distributors. A joint hardware and software distribution
131 shall be defined as either:
132
133 (i) distribution of a hardware device where, in its final end user
134 configuration, the main user interface of the device is provided by
135 Application(s) created by Licensee or others, using a commercial version of Qt
136 or a Qt-based product, and depends on the Licensed Software or an open source
137 version of any Qt or Qt-based software product; or
138
139 (ii) distribution of the Licensed Software with a device designed to facilitate
140 the installation of the Licensed Software onto the same device where the main
141 user interface of such device is provided by Application(s) created by Licensee
142 or others, using a commercial version of Qt or a Qt-based product, and depends
143 on the Licensed Software.
144
145 5.3 Further Requirements
146 The licenses granted in this Section 5 by Digia to Licensee are subject to
147 Licensee's compliance with Section 8 of this Agreement.
148
149 6. VERIFICATION
150 Digia or a certified auditor on Digia's behalf, may, upon its reasonable request
151 and at its expense, audit Licensee with respect to the use of the Licensed
152 Software. Such audit may be conducted by mail, electronic means or through an
153 in-person visit to Licensee's place of business. Any such in-person audit shall
154 be conducted during regular business hours at Licensee's facilities and shall
155 not unreasonably interfere with Licensee's business activities. Digia shall not
156 remove, copy, or redistribute any electronic material during the course of an
157 audit. If an audit reveals that Licensee is using the Licensed Software in a
158 way that is in material violation of the terms of the Agreement, then Licensee
159 shall pay Digia's reasonable costs of conducting the audit. In the case of a
160 material violation, Licensee agrees to pay Digia any amounts owing that are
161 attributable to the unauthorized use. In the alternative, Digia reserves the
162 right, at Digia's sole option, to terminate the licenses for the Licensed
163 Software.
164
165 7. THIRD PARTY SOFTWARE
166 The Licensed Software may provide links to third party libraries or code
167 (collectively "Third Party Software") to implement various functions. Third
168 Party Software does not comprise part of the Licensed Software. In some cases,
169 access to Third Party Software may be included along with the Licensed Software
170 delivery as a convenience for development and testing only. Such source code
171 and libraries may be listed in the ".../src/3rdparty" source tree delivered with
172 the Licensed Software or documented in the Licensed Software where the Third
173 Party Software is used, as may be amended from time to time, do not comprise the
174 Licensed Software. Licensee acknowledges (1) that some part of Third Party
175 Software may require additional licensing of copyright and patents from the
176 owners of such, and (2) that distribution of any of the Licensed Software
177 referencing any portion of a Third Party Software may require appropriate
178 licensing from such third parties.
179
180 8. CONDITIONS FOR CREATING APPLICATIONS AND DISTRIBUTING REDISTRIBUTABLES
181 The licenses granted in this Agreement for Licensee to create Applications and
182 distribute them and the Redistributables (if any) to Licensee's customers is
183 subject to all of the following conditions: (i) all copies of the Applications
184 which Licensee creates must bear a valid copyright notice, either Licensee's own
185 or the copyright notice that appears on the Licensed Software; (ii) Licensee may
186 not remove or alter any copyright, trademark or other proprietary rights notice
187 contained in any portion of the Licensed Software, including but not limited to
188 the About Boxes in "Qt Assistant" and "Qt Linguist" as defined in Appendix 1;
189 (iii) Redistributables, if any, shall be licensed to Licensee's customer "as
190 is"; (iv) Licensee shall indemnify and hold Digia, its Affiliates, contractors,
191 and its suppliers, harmless from and against any claims or liabilities arising
192 out of the use, reproduction or distribution of Applications; (v) Applications
193 must be developed using a licensed, registered copy of the Licensed Software;
194 (vi) Applications must add primary and substantial functionality to the Licensed
195 Software; (vii) Applications may not pass on functionality which in any way
196 makes it possible for others to create software with the Licensed Software,
197 however Licensee may use the Licensed Software's scripting and QML ("Qt Quick")
198 functionality solely in order to enable scripting, themes and styles that
199 augment the functionality and appearance of the Application(s) without adding
200 primary and substantial functionality to the Application(s); (viii) Applications
201 may not compete with the Licensed Software; (ix) Licensee may not use Digia's or
202 any of its suppliers' names, logos, or trademarks to market Application(s),
203 except to state that Application was developed using the Licensed Software.
204
205 NOTE: The Open Source Editions of Digia's Qt products and the Qt, Qtopia and Qt
206 Extended versions previously licensed by Trolltech (collectively referred to as
207 "Products") are licensed under the terms of the GNU Lesser General Public
208 License version 2.1 ("LGPL") and/or the GNU General Public License versions 2.0
209 and 3.0 ("GPL") (as applicable) and not under this Agreement. If Licensee, or
210 another third party, has, at any time, developed all (or any portions of) the
211 Application(s) using a version of one of these Products licensed under the LGPL
212 or the GPL, Licensee may not combine such development work with the Licensed
213 Software and must license such Application(s) (or any portions derived there
214 from) under the terms of the GNU Lesser General Public License version 2.1 (Qt
215 only) or GNU General Public License version 2.0 (Qt, Qtopia and Qt Extended) or
216 version 3 (Qt only) copies of which are located at
217 http://www.gnu.org/licenses/old-licenses/lgpl-2.1.html,
218 http://www.fsf.org/licensing/licenses/info/GPLv2.html, and
219 http://www.gnu.org/copyleft/gpl.html.
220
221 9. LIMITED WARRANTY AND WARRANTY DISCLAIMER
222 Digia hereby represents and warrants with respect to the Licensed Software that
223 it has the power and authority to grant the rights and licenses granted to
224 Licensee under this Agreement. Except as set forth above, the Licensed Software
225 is licensed to Licensee "as is". To the maximum extent permitted by applicable
226 law, Digia on behalf of itself and its suppliers, disclaims all warranties and
227 conditions, either express or implied, including, but not limited to, implied
228 warranties of merchantability, fitness for a particular purpose, title and
229 non-infringement with regard to the Licensed Software.
230
231 10. LIMITATION OF LIABILITY
232 If, Digia's warranty disclaimer notwithstanding, Digia is held liable to
233 Licensee, whether in contract, tort or any other legal theory, based on the
234 Licensed Software, Digia's entire liability to Licensee and Licensee's exclusive
235 remedy shall be, at Digia's option, either (A) return of the price Licensee paid
236 for the Licensed Software, or (B) repair or replacement of the Licensed
237 Software, provided Licensee returns to Digia all copies of the Licensed Software
238 as originally delivered to Licensee. Digia shall not under any circumstances be
239 liable to Licensee based on failure of the Licensed Software if the failure
240 resulted from accident, abuse or misapplication, nor shall Digia under any
241 circumstances be liable for special damages, punitive or exemplary damages,
242 damages for loss of profits or interruption of business or for loss or
243 corruption of data. Any award of damages from Digia to Licensee shall not
244 exceed the total amount Licensee has paid to Digia in connection with this
245 Agreement.
246
247 11. SUPPORT AND UPDATES
248 Licensee shall be eligible to receive Support and Updates during the Initial
249 Term, in accordance with Digia's then current policies and procedures, if any.
250 Such policies and procedures may be changed from time to time. Following the
251 Initial Term, Digia shall no longer make the Licensed Software available to
252 Licensee unless Licensee purchases additional Support and Updates according to
253 this Section 11 below.
254
255 Licensee may purchase additional Support and Updates following the Initial Term
256 at Digia's terms and conditions applicable at the time of renewal.
257
258 12. CONFIDENTIALITY
259 Each party acknowledges that during the Initial Term of this Agreement it shall
260 have access to information about the other party's business, business methods,
261 business plans, customers, business relations, technology, and other
262 information, including the terms of this Agreement, that is confidential and of
263 great value to the other party, and the value of which would be significantly
264 reduced if disclosed to third parties (the "Confidential Information").
265 Accordingly, when a party (the "Receiving Party") receives Confidential
266 Information from another party (the "Disclosing Party"), the Receiving Party
267 shall, and shall obligate its employees and agents and employees and agents of
268 its affiliates to: (i) maintain the Confidential Information in strict
269 confidence; (ii) not disclose the Confidential Information to a third party
270 without the Disclosing Party's prior written approval; and (iii) not, directly
271 or indirectly, use the Confidential Information for any purpose other than for
272 exercising its rights and fulfilling its responsibilities pursuant to this
273 Agreement. Each party shall take reasonable measures to protect the
274 Confidential Information of the other party, which measures shall not be less
275 than the measures taken by such party to protect its own confidential and
276 proprietary information.
277
278 "Confidential Information" shall not include information that (a) is or becomes
279 generally known to the public through no act or omission of the Receiving Party;
280 (b) was in the Receiving Party's lawful possession prior to the disclosure
281 hereunder and was not subject to limitations on disclosure or use; (c) is
282 developed by employees of the Receiving Party or other persons working for the
283 Receiving Party who have not had access to the Confidential Information of the
284 Disclosing Party, as proven by the written records of the Receiving Party or by
285 persons who have not had access to the Confidential Information of the
286 Disclosing Party as proven by the written records of the Receiving Party; (d) is
287 lawfully disclosed to the Receiving Party without restrictions, by a third party
288 not under an obligation of confidentiality; or (e) the Receiving Party is
289 legally compelled to disclose the information, in which case the Receiving Party
290 shall assert the privileged and confidential nature of the information and
291 cooperate fully with the Disclosing Party to protect against and prevent
292 disclosure of any Confidential Information and to limit the scope of disclosure
293 and the dissemination of disclosed Confidential Information by all legally
294 available means.
295
296 The obligations of the Receiving Party under this Section shall continue during
297 the Initial Term and for a period of five (5) years after expiration or
298 termination of this Agreement. To the extent that the terms of the
299 Non-Disclosure Agreement between Digia and Licensee conflict with the terms of
300 this Section 12, this Section 12 shall be controlling over the terms of the
301 Non-Disclosure Agreement.
302
303 13. GENERAL PROVISIONS
304 13.1 Marketing
305 Digia may include Licensee's company name and logo in a publicly available list
306 of Digia customers and in its public communications.
307
308 13.2 No Assignment
309 Licensee shall not be entitled to assign or transfer all or any of its rights,
310 benefits and obligations under this Agreement without the prior written consent
311 of Digia, which shall not be unreasonably withheld. Digia shall be entitled to
312 assign or transfer any of its rights, benefits or obligations under this
313 Agreement on an unrestricted basis.
314
315 13.3 Termination
316 Digia may terminate the Agreement at any time immediately upon written notice by
317 Digia to Licensee if Licensee breaches this Agreement.
318
319 Either party shall have the right to terminate this Agreement immediately upon
320 written notice in the event that the other party becomes insolvent, files for
321 any form of bankruptcy, makes any assignment for the benefit of creditors, has a
322 receiver, administrative receiver or officer appointed over the whole or a
323 substantial part of its assets, ceases to conduct business, or an act equivalent
324 to any of the above occurs under the laws of the jurisdiction of the other
325 party.
326
327 Upon termination of this Agreement, Licensee shall return to Digia all copies of
328 Licensed Software that were supplied by Digia. All other copies of Licensed
329 Software in the possession or control of Licensee must be erased or destroyed.
330 An officer of Licensee must promptly deliver to Digia a written confirmation
331 that this has occurred.
332
333 13.4 Surviving Sections
334 Any terms and conditions that by their nature or otherwise reasonably should
335 survive a cancellation or termination of this Agreement shall also be deemed to
336 survive. Such terms and conditions include, but are not limited to the
337 following Sections: 2, 5.1, 6, 7, 8(iv), 10, 12, 13.5, 13.6, 13.9, 13.10 and
338 13.11 of this Agreement. Notwithstanding the foregoing, Section 5.1 shall not
339 survive if the Agreement is terminated for material breach.
340
341 13.5 Entire Agreement
342 This Agreement constitutes the complete agreement between the parties and
343 supersedes all prior or contemporaneous discussions, representations, and
344 proposals, written or oral, with respect to the subject matters discussed
345 herein, with the exception of the non-disclosure agreement executed by the
346 parties in connection with this Agreement ("Non-Disclosure Agreement"), if any,
347 shall be subject to Section 12. No modification of this Agreement shall be
348 effective unless contained in a writing executed by an authorized representative
349 of each party. No term or condition contained in Licensee's purchase order
350 shall apply unless expressly accepted by Digia in writing. If any provision of
351 the Agreement is found void or unenforceable, the remainder shall remain valid
352 and enforceable according to its terms. If any remedy provided is determined to
353 have failed for its essential purpose, all limitations of liability and
354 exclusions of damages set forth in this Agreement shall remain in effect.
355
356 13.6 Payment and Taxes
357 If credit has been extended to Licensee by Digia, all payments under this
358 Agreement are due within thirty (30) days of the date Digia mails its invoice to
359 Licensee. If Digia has not extended credit to Licensee, Licensee shall be
360 required to make payment concurrent with the delivery of the Licensed Software
361 by Digia. All amounts payable are gross amounts but exclusive of any value
362 added tax, use tax, sales tax or similar tax. Licensee shall be entitled to
363 withhold from payments any applicable withholding taxes and comply with all
364 applicable tax and employment legislation. Each party shall pay all taxes
365 (including, but not limited to, taxes based upon its income) or levies imposed
366 on it under applicable laws, regulations and tax treaties as a result of this
367 Agreement and any payments made hereunder (including those required to be
368 withheld or deducted from payments). Each party shall furnish evidence of such
369 paid taxes as is sufficient to enable the other party to obtain any credits
370 available to it, including original withholding tax certificates.
371
372 13.7 Force Majeure
373 Neither party shall be liable to the other for any delay or non-performance of
374 its obligations hereunder other than the obligation of paying the license fees
375 in the event and to the extent that such delay or non-performance is due to an
376 event of Force Majeure (as defined below). If any event of Force Majeure
377 results in a delay or non-performance of a party for a period of three (3)
378 months or longer, then either party shall have the right to terminate this
379 Agreement with immediate effect without any liability (except for the
380 obligations of payment arising prior to the event of Force Majeure) towards the
381 other party. A "Force Majeure" event shall mean an act of God, terrorist attack
382 or other catastrophic event of nature that prevents either party for fulfilling
383 its obligations under this Agreement.
384
385 13.8 Notices
386 Any notice given by one party to the other shall be deemed properly given and
387 deemed received if specifically acknowledged by the receiving party in writing
388 or when successfully delivered to the recipient by hand, fax, or special courier
389 during normal business hours on a business day to the addresses specified below.
390 Each communication and document made or delivered by one party to the other
391 party pursuant to this Agreement shall be in the English language or accompanied
392 by a translation thereof.
393
394 Notices to Digia shall be given to:
395 Digia Finland Ltd
396 Attn: Qt Commercial
397 Valimotie 21
398 FI-00380 Helsinki
399 Finland
400 Fax: +358 10 313 3700
401
402 13.9 Export Control
403 Licensee acknowledges that the Licensed Software may be subject to export
404 control restrictions of various countries. Licensee shall fully comply with all
405 applicable export license restrictions and requirements as well as with all laws
406 and regulations relating to the importation of the Licensed Software and/or
407 Modified Software and/or Applications and shall procure all necessary
408 governmental authorizations, including without limitation, all necessary
409 licenses, approvals, permissions or consents, where necessary for the
410 re-exportation of the Licensed Software, Modified Software or Applications.
411
412 13.10 Governing Law and Legal Venue
413 This Agreement shall be construed and interpreted in accordance with the laws of
414 Finland, excluding its choice of law provisions. Any disputes, controversy or
415 claim arising out of or relating to this Agreement, or the breach, termination
416 or validity thereof shall be shall be finally settled by arbitration in
417 accordance with the Arbitration Rules of the Central Chamber of Commerce of
418 Finland. The arbitration tribunal shall consist of one (1), or if either Party
419 so requires, of three (3), arbitrators. The award shall be final and binding
420 and enforceable in any court of competent jurisdiction. The arbitration shall
421 be held in Helsinki, Finland and the process shall be conducted in the English
422 language.
423
424 13.11 No Implied License
425 There are no implied licenses or other implied rights granted under this
426 Agreement, and all rights, save for those expressly granted hereunder, shall
427 remain with Digia and its licensors. In addition, no licenses or immunities are
428 granted to the combination of the Licensed Software and/or Modified Software, as
429 applicable, with any other software or hardware not delivered by Digia under
430 this Agreement.
431
432
433
434
435 Appendix 1
436
437 1. Parts of the Licensed Software that are permitted for distribution
438 ("Redistributables"):
439 - The Licensed Software's main and plug-in libraries in object code form
440 - The Licensed Software's configuration tool ("qtconfig")
441 - The Licensed Software's help tool in object code/executable form ("Qt
442 Assistant")
443 - The Licensed Software's internationalization tools in object code/executable
444 form ("Qt Linguist", "lupdate", "lrelease")
445 - The Licensed Software's designer tool ("Qt Designer")
446 - The Licensed Software's IDE tool ("Qt Creator")
447 - The Licensed Software's QML ("Qt Quick") launcher tool in object
448 code/executable form
449
450
451 2. Parts of the Licensed Software that are not permitted for distribution
452 include, but are not limited to:
453 - The Licensed Software's source code and header files
454 - The Licensed Software's documentation
455 - The Licensed Software's tool for writing makefiles ("qmake")
456 - The Licensed Software's Meta Object Compiler ("moc")
457 - The Licensed Software's User Interface Compiler ("uic" or in the case of Qt
458 Jambi: "juic")
459 - The Licensed Software's Resource Compiler ("rcc")
460 - The Licensed Software's generator (only in the case of Qt Jambi if applicable)
461 - The Licensed Software's Qt SDK
462 QT COMMERCIAL LICENSE AGREEMENT
463
464
465 DIGIA FINLAND LTD | VALIMOTIE 21 | FI-00380 HELSINKI FINLAND | TEL +358 (0) 10
466 313 3000 | FAX +358 (0) 10 313 3700
467 PLACE OF REGISTERED OFFICE: HELSINKI | VAT REG. | BUSINESS ID 1091248-4 |
468 WWW.DIGIA.COM
469
470
471
472
473
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1 Qt COMMERCIAL LICENSE AGREEMENT
2 Agreement version 3.9.1
3
4 This Qt Commercial License Agreement ("Agreement") is a legal agreement between
5 Digia USA Inc. ("Digia"), with its registered office at 32 W. Loockerman
6 Street, Suite 201, City of Dover, County of Kent, Delaware 19904, U.S.A. and you
7 (either an individual or a legal entity) ("Licensee") for the Licensed Software
8 (as defined below).
9
10 1. DEFINITIONS
11 "Affiliate" of a Party shall mean an entity (i) which is directly or indirectly
12 controlling such Party; (ii) which is under the same direct or indirect
13 ownership or control as such Party; or (iii) which is directly or indirectly
14 owned or controlled by such Party. For these purposes, an entity shall be
15 treated as being controlled by another if that other entity has fifty percent
16 (50 %) or more of the votes in such entity, is able to direct its affairs and/or
17 to control the composition of its board of directors or equivalent body.
18
19 "Applications" shall mean Licensee's software products created using the
20 Licensed Software which may include portions of the Licensed Software.
21 "Designated User(s)" shall mean the employee(s) of Licensee acting within the
22 scope of their employment or Licensee's consultant(s) or contractor(s) acting
23 within the scope of their services for Licensee and on behalf of Licensee.
24
25 "Initial Term" shall mean the period of time one (1) year from the later of (a)
26 the Effective Date; or (b) the date the Licensed Software was initially
27 delivered to Licensee by Digia. If no specific Effective Date is set forth in
28 the Agreement, the Effective Date shall be deemed to be the date the Licensed
29 Software was initially delivered to Licensee.
30
31 "License Certificate" shall mean the document accompanying the Licensed Software
32 which specifies the modules which are licensed under the Agreement, Platforms
33 and Designated Users.
34
35 "Licensed Software" shall mean the computer software, "online" or electronic
36 documentation, associated media and printed materials, including the source
37 code, example programs and the documentation delivered by Digia to Licensee in
38 conjunction with this Agreement. Licensed Software does not include Third Party
39 Software (as defined in Section 7).
40
41 "Modified Software" shall mean modifications made to the Licensed Software by
42 Licensee.
43 "Party or Parties" shall mean Licensee and/or Digia.
44
45 "Platforms" shall mean the operating systems listed in the License Certificate.
46
47 "Redistributables" shall mean the portions of the Licensed Software set forth in
48 Appendix 1, Section 1 that may be distributed with or as part of Applications in
49 object code form.
50
51 "Support" shall mean standard developer support that is provided by Digia to
52 assist eligible Designated Users in using the Licensed Software in accordance
53 with its established standard support procedures listed at: http://qt.digia.com.
54
55 "Updates" shall mean a release or version of the Licensed Software containing
56 enhancement, new features, bug fixes, error corrections and other changes that
57 are generally made available to users of the Licensed Software that have
58 contracted for maintenance and support.
59
60 2. OWNERSHIP
61 The Licensed Software is protected by copyright laws and international copyright
62 treaties, as well as other intellectual property laws and treaties. The
63 Licensed Software is licensed, not sold.
64
65 To the extent Licensee submits bug fixes or error corrections, including
66 information related thereto, Licensee hereby grants to Digia a sublicensable,
67 irrevocable, perpetual, worldwide, non-exclusive, royalty-free and fully paid-up
68 copyright and trade secret license to reproduce, adapt, translate, modify, and
69 prepare derivative works of, publicly display, publicly perform, sublicense,
70 make available and distribute error corrections and bug fixes, including
71 derivative works thereof. All Digia's and/or its licensors' trademarks, service
72 marks, trade names, logos or other words or symbols are and shall remain the
73 exclusive property of Digia or its licensors respectively.
74
75 3. MODULES
76 Some of the files in the Licensed Software have been grouped into modules.
77 These files contain specific notices defining the module of which they are a
78 part. The modules licensed to Licensee are specified in the License
79 Certificate. The terms of the License Certificate are considered part of the
80 Agreement. In the event of inconsistency or conflict between the language of
81 this Agreement and the License Certificate, the provisions of this Agreement
82 shall govern.
83
84 4. VALIDITY OF THE AGREEMENT
85 By installing, copying, or otherwise using the Licensed Software, Licensee
86 agrees to be bound by the terms of this Agreement. If Licensee does not agree
87 to the terms of this Agreement, Licensee may not install, copy, or otherwise use
88 the Licensed Software. In addition, by installing, copying, or otherwise using
89 any Updates or other components of the Licensed Software that Licensee receives
90 separately as part of the Licensed Software, Licensee agrees to be bound by any
91 additional license terms that accompany such Updates, if any. If Licensee does
92 not agree to the additional license terms that accompany such Updates, Licensee
93 may not install, copy, or otherwise use such Updates.
94
95 Upon Licensee's acceptance of the terms and conditions of this Agreement, Digia
96 grants Licensee the right to use the Licensed Software in the manner provided
97 below.
98
99 5. LICENSES
100 5.1 Using, modifying and copying
101 Digia grants to Licensee a non-exclusive, non-transferable, perpetual license to
102 use, modify and copy the Licensed Software for the Designated User(s) specified
103 in the License Certificate for the sole purposes of designing, developing, and
104 testing Application(s).
105
106 Licensee may install copies of the Licensed Software on an unlimited number of
107 computers provided that only the Designated Users use the Licensed Software.
108 Licensee may at any time designate another Designated User to replace a
109 then-current Designated User by notifying Digia, provided that a) the
110 then-current Designated User has not been designated as a replacement during the
111 last six (6) months; and b) there is no more than the specified number of
112 Designated Users at any given time.
113
114 5.2 Redistribution
115 a) Digia grants Licensee a non-exclusive, royalty-free right to reproduce and
116 distribute the object code form of Redistributables for execution on the
117 specified Platforms. Copies of Redistributables may only be distributed with
118 and for the sole purpose of executing Applications permitted under this
119 Agreement that Licensee has created using the Licensed Software. Under no
120 circumstances may any copies of Redistributables be distributed separately.
121 This Agreement does not give Licensee any rights to distribute any of the parts
122 of the Licensed Software listed in Appendix 1, Section 2, neither as a whole nor
123 as parts or snippets of code.
124
125 b) Licensee may not distribute, transfer, assign or otherwise dispose of
126 Applications and/or Redistributables, in binary/compiled form, or in any other
127 form, if such action is part of a joint software and hardware distribution,
128 except as provided by a separate runtime distribution license with Digia or one
129 of its authorized distributors. A joint hardware and software distribution
130 shall be defined as either:
131
132 (i) distribution of a hardware device where, in its final end user
133 configuration, the main user interface of the device is provided by
134 Application(s) created by Licensee or others, using a commercial version of Qt
135 or a Qt-based product, and depends on the Licensed Software or an open source
136 version of any Qt or Qt-based software product; or
137
138 (ii) distribution of the Licensed Software with a device designed to facilitate
139 the installation of the Licensed Software onto the same device where the main
140 user interface of such device is provided by Application(s) created by Licensee
141 or others, using a commercial version of Qt or a Qt-based product, and depends
142 on the Licensed Software.
143
144 5.3 Further Requirements
145 The licenses granted in this Section 5 by Digia to Licensee are subject to
146 Licensee's compliance with Section 8 of this Agreement.
147
148 6. VERIFICATION
149 Digia or a certified auditor on Digia's behalf, may, upon its reasonable request
150 and at its expense, audit Licensee with respect to the use of the Licensed
151 Software. Such audit may be conducted by mail, electronic means or through an
152 in-person visit to Licensee's place of business. Any such in-person audit shall
153 be conducted during regular business hours at Licensee's facilities and shall
154 not unreasonably interfere with Licensee's business activities. Digia shall not
155 remove, copy, or redistribute any electronic material during the course of an
156 audit. If an audit reveals that Licensee is using the Licensed Software in a
157 way that is in material violation of the terms of the Agreement, then Licensee
158 shall pay Digia's reasonable costs of conducting the audit. In the case of a
159 material violation, Licensee agrees to pay Digia any amounts owing that are
160 attributable to the unauthorized use. In the alternative, Digia reserves the
161 right, at Digia's sole option, to terminate the licenses for the Licensed
162 Software.
163
164
165 7. THIRD PARTY SOFTWARE
166 The Licensed Software may provide links to third party libraries or code
167 (collectively "Third Party Software") to implement various functions. Third
168 Party Software does not comprise part of the Licensed Software. In some cases,
169 access to Third Party Software may be included along with the Licensed Software
170 delivery as a convenience for development and testing only. Such source code
171 and libraries may be listed in the ".../src/3rdparty" source tree delivered with
172 the Licensed Software or documented in the Licensed Software where the Third
173 Party Software is used, as may be amended from time to time, do not comprise the
174 Licensed Software. Licensee acknowledges (1) that some part of Third Party
175 Software may require additional licensing of copyright and patents from the
176 owners of such, and (2) that distribution of any of the Licensed Software
177 referencing any portion of a Third Party Software may require appropriate
178 licensing from such third parties.
179
180 8. CONDITIONS FOR CREATING APPLICATIONS AND DISTRIBUTING REDISTRIBUTABLES
181 The licenses granted in this Agreement for Licensee to create Applications and
182 distribute them and the Redistributables (if any) to Licensee's customers is
183 subject to all of the following conditions: (i) all copies of the Applications
184 which Licensee creates must bear a valid copyright notice, either Licensee's own
185 or the copyright notice that appears on the Licensed Software; (ii) Licensee may
186 not remove or alter any copyright, trademark or other proprietary rights notice
187 contained in any portion of the Licensed Software, including but not limited to
188 the About Boxes in "Qt Assistant" and "Qt Linguist" as defined in Appendix 1;
189 (iii) Redistributables, if any, shall be licensed to Licensee's customer "as
190 is"; (iv) Licensee shall indemnify and hold Digia, its Affiliates, contractors,
191 and its suppliers, harmless from and against any claims or liabilities arising
192 out of the use, reproduction or distribution of Applications; (v) Applications
193 must be developed using a licensed, registered copy of the Licensed Software;
194 (vi) Applications must add primary and substantial functionality to the Licensed
195 Software; (vii) Applications may not pass on functionality which in any way
196 makes it possible for others to create software with the Licensed Software,
197 however Licensee may use the Licensed Software's scripting and QML ("Qt Quick")
198 functionality solely in order to enable scripting, themes and styles that
199 augment the functionality and appearance of the Application(s) without adding
200 primary and substantial functionality to the Application(s); (viii) Applications
201 may not compete with the Licensed Software; (ix) Licensee may not use Digia's or
202 any of its suppliers' names, logos, or trademarks to market Application(s),
203 except to state that Application was developed using the Licensed Software.
204
205 NOTE: The Open Source Editions of Qt products and the Qt, Qtopia and Qt Extended
206 versions previously licensed by Trolltech (collectively referred to as
207 "Products") are licensed under the terms of the GNU Lesser General Public
208 License version 2.1 ("LGPL") and/or the GNU General Public License versions 2.0
209 and 3.0 ("GPL") (as applicable) and not under this Agreement. If Licensee, or
210 another third party, has, at any time, developed all (or any portions of) the
211 Application(s) using a version of one of these Products licensed under the LGPL
212 or the GPL, Licensee may not combine such development work with the Licensed
213 Software and must license such Application(s) (or any portions derived there
214 from) under the terms of the GNU Lesser General Public License version 2.1 (Qt
215 only) or GNU General Public License version 2.0 (Qt, Qtopia and Qt Extended) or
216 version 3 (Qt only) copies of which are located at
217 http://www.gnu.org/licenses/old-licenses/lgpl-2.1.html,
218 http://www.fsf.org/licensing/licenses/info/GPLv2.html, and
219 http://www.gnu.org/copyleft/gpl.html.
220
221 9. LIMITED WARRANTY AND WARRANTY DISCLAIMER
222 Digia hereby represents and warrants with respect to the Licensed Software that
223 it has the power and authority to grant the rights and licenses granted to
224 Licensee under this Agreement. Except as set forth above, the Licensed Software
225 is licensed to Licensee "as is". To the maximum extent permitted by applicable
226 law, Digia on behalf of itself and its suppliers, disclaims all warranties and
227 conditions, either express or implied, including, but not limited to, implied
228 warranties of merchantability, fitness for a particular purpose, title and
229 non-infringement with regard to the Licensed Software.
230
231 10. LIMITATION OF LIABILITY
232 If, Digia's warranty disclaimer notwithstanding, Digia is held liable to
233 Licensee, whether in contract, tort or any other legal theory, based on the
234 Licensed Software, Digia's entire liability to Licensee and Licensee's exclusive
235 remedy shall be, at Digia's option, either (A) return of the price Licensee paid
236 for the Licensed Software, or (B) repair or replacement of the Licensed
237 Software, provided Licensee returns to Digia all copies of the Licensed Software
238 as originally delivered to Licensee. Digia shall not under any circumstances be
239 liable to Licensee based on failure of the Licensed Software if the failure
240 resulted from accident, abuse or misapplication, nor shall Digia under any
241 circumstances be liable for special damages, punitive or exemplary damages,
242 damages for loss of profits or interruption of business or for loss or
243 corruption of data. Any award of damages from Digia to Licensee shall not
244 exceed the total amount Licensee has paid to Digia in connection with this
245 Agreement.
246
247 11. SUPPORT AND UPDATES
248 Licensee shall be eligible to receive Support and Updates during the Initial
249 Term, in accordance with Digia's then current policies and procedures, if any.
250 Such policies and procedures may be changed from time to time. Following the
251 Initial Term, Digia shall no longer make the Licensed Software available to
252 Licensee unless Licensee purchases additional Support and Updates according to
253 this Section 11 below.
254
255 Licensee may purchase additional Support and Updates following the Initial Term
256 at Digia's terms and conditions applicable at the time of renewal.
257
258 12. CONFIDENTIALITY
259 Each party acknowledges that during the Initial Term of this Agreement it shall
260 have access to information about the other party's business, business methods,
261 business plans, customers, business relations, technology, and other
262 information, including the terms of this Agreement, that is confidential and of
263 great value to the other party, and the value of which would be significantly
264 reduced if disclosed to third parties (the "Confidential Information").
265 Accordingly, when a party (the "Receiving Party") receives Confidential
266 Information from another party (the "Disclosing Party"), the Receiving Party
267 shall, and shall obligate its employees and agents and employees and agents of
268 its affiliates to: (i) maintain the Confidential Information in strict
269 confidence; (ii) not disclose the Confidential Information to a third party
270 without the Disclosing Party's prior written approval; and (iii) not, directly
271 or indirectly, use the Confidential Information for any purpose other than for
272 exercising its rights and fulfilling its responsibilities pursuant to this
273 Agreement. Each party shall take reasonable measures to protect the
274 Confidential Information of the other party, which measures shall not be less
275 than the measures taken by such party to protect its own confidential and
276 proprietary information.
277
278 "Confidential Information" shall not include information that (a) is or becomes
279 generally known to the public through no act or omission of the Receiving Party;
280 (b) was in the Receiving Party's lawful possession prior to the disclosure
281 hereunder and was not subject to limitations on disclosure or use; (c) is
282 developed by employees of the Receiving Party or other persons working for the
283 Receiving Party who have not had access to the Confidential Information of the
284 Disclosing Party, as proven by the written records of the Receiving Party or by
285 persons who have not had access to the Confidential Information of the
286 Disclosing Party as proven by the written records of the Receiving Party; (d) is
287 lawfully disclosed to the Receiving Party without restrictions, by a third party
288 not under an obligation of confidentiality; or (e) the Receiving Party is
289 legally compelled to disclose the information, in which case the Receiving Party
290 shall assert the privileged and confidential nature of the information and
291 cooperate fully with the Disclosing Party to protect against and prevent
292 disclosure of any Confidential Information and to limit the scope of disclosure
293 and the dissemination of disclosed Confidential Information by all legally
294 available means.
295
296 The obligations of the Receiving Party under this Section shall continue during
297 the Initial Term and for a period of five (5) years after expiration or
298 termination of this Agreement. To the extent that the terms of the
299 Non-Disclosure Agreement between Digia and Licensee conflict with the terms of
300 this Section 12, this Section 12 shall be controlling over the terms of the
301 Non-Disclosure Agreement.
302
303 13. GENERAL PROVISIONS
304 13.1 Marketing
305 Digia may include Licensee's company name and logo in a publicly available list
306 of Digia customers and in its public communications.
307
308 13.2 No Assignment
309 Licensee shall not be entitled to assign or transfer all or any of its rights,
310 benefits and obligations under this Agreement without the prior written consent
311 of Digia, which shall not be unreasonably withheld. Digia shall be entitled to
312 assign or transfer any of its rights, benefits or obligations under this
313 Agreement on an unrestricted basis.
314
315 13.3 Termination
316 Digia may terminate the Agreement at any time immediately upon written notice by
317 Digia to Licensee if Licensee breaches this Agreement.
318
319 Either party shall have the right to terminate this Agreement immediately upon
320 written notice in the event that the other party becomes insolvent, files for
321 any form of bankruptcy, makes any assignment for the benefit of creditors, has a
322 receiver, administrative receiver or officer appointed over the whole or a
323 substantial part of its assets, ceases to conduct business, or an act equivalent
324 to any of the above occurs under the laws of the jurisdiction of the other
325 party.
326
327 Upon termination of this Agreement, Licensee shall return to Digia all copies of
328 Licensed Software that were supplied by Digia. All other copies of Licensed
329 Software in the possession or control of Licensee must be erased or destroyed.
330 An officer of Licensee must promptly deliver to Digia a written confirmation
331 that this has occurred.
332
333 13.4 Surviving Sections
334 Any terms and conditions that by their nature or otherwise reasonably should
335 survive a cancellation or termination of this Agreement shall also be deemed to
336 survive. Such terms and conditions include, but are not limited to the
337 following Sections: 2, 5.1, 6, 7, 8(iv), 10, 12, 13.5, 13.6, 13.9, 13.10 and
338 13.11 of this Agreement. Notwithstanding the foregoing, Section 5.1 shall not
339 survive if the Agreement is terminated for material breach.
340
341 13.5 Entire Agreement
342 This Agreement constitutes the complete agreement between the parties and
343 supersedes all prior or contemporaneous discussions, representations, and
344 proposals, written or oral, with respect to the subject matters discussed
345 herein, with the exception of the non-disclosure agreement executed by the
346 parties in connection with this Agreement ("Non-Disclosure Agreement"), if any,
347 shall be subject to Section 12. No modification of this Agreement shall be
348 effective unless contained in a writing executed by an authorized representative
349 of each party. No term or condition contained in Licensee's purchase order
350 shall apply unless expressly accepted by Digia in writing. If any provision of
351 the Agreement is found void or unenforceable, the remainder shall remain valid
352 and enforceable according to its terms. If any remedy provided is determined to
353 have failed for its essential purpose, all limitations of liability and
354 exclusions of damages set forth in this Agreement shall remain in effect.
355
356 13.6 Payment and Taxes
357 If credit has been extended to Licensee by Digia, all payments under this
358 Agreement are due within thirty (30) days of the date Digia mails its invoice to
359 Licensee. If Digia has not extended credit to Licensee, Licensee shall be
360 required to make payment concurrent with the delivery of the Licensed Software
361 by Digia. All amounts payable are gross amounts but exclusive of any value
362 added tax, use tax, sales tax or similar tax. Licensee shall be entitled to
363 withhold from payments any applicable withholding taxes and comply with all
364 applicable tax and employment legislation. Each party shall pay all taxes
365 (including, but not limited to, taxes based upon its income) or levies imposed
366 on it under applicable laws, regulations and tax treaties as a result of this
367 Agreement and any payments made hereunder (including those required to be
368 withheld or deducted from payments). Each party shall furnish evidence of such
369 paid taxes as is sufficient to enable the other party to obtain any credits
370 available to it, including original withholding tax certificates.
371
372 13.7 Force Majeure
373 Neither party shall be liable to the other for any delay or non-performance of
374 its obligations hereunder other than the obligation of paying the license fees
375 in the event and to the extent that such delay or non-performance is due to an
376 event of Force Majeure (as defined below). If any event of Force Majeure
377 results in a delay or non-performance of a party for a period of three (3)
378 months or longer, then either party shall have the right to terminate this
379 Agreement with immediate effect without any liability (except for the
380 obligations of payment arising prior to the event of Force Majeure) towards the
381 other party. A "Force Majeure" event shall mean an act of God, terrorist attack
382 or other catastrophic event of nature that prevents either party for fulfilling
383 its obligations under this Agreement.
384
385 13.8 Notices
386 Any notice given by one party to the other shall be deemed properly given and
387 deemed received if specifically acknowledged by the receiving party in writing
388 or when successfully delivered to the recipient by hand, fax, or special courier
389 during normal business hours on a business day to the addresses specified below.
390 Each communication and document made or delivered by one party to the other
391 party pursuant to this Agreement shall be in the English language or accompanied
392 by a translation thereof.
393
394 Notices to Digia shall be given to:
395 Digia USA Inc
396 Suite 203
397 2880 Zanker Road
398 San Jose
399 CA 95134
400 U.S.A
401 Fax. + 1 408 433 9360
402
403 13.9 Export Control
404 Licensee acknowledges that the Licensed Software may be subject to export
405 control restrictions of various countries. Licensee shall fully comply with all
406 applicable export license restrictions and requirements as well as with all laws
407 and regulations relating to the importation of the Licensed Software and/or
408 Modified Software and/or Applications and shall procure all necessary
409 governmental authorizations, including without limitation, all necessary
410 licenses, approvals, permissions or consents, where necessary for the
411 re-exportation of the Licensed Software, Modified Software or Applications.
412
413 13.10 Governing Law and Legal Venue
414 This Agreement shall be governed by and construed in accordance with the federal
415 laws of the United States of America and the internal laws of the State of New
416 York without given effect to any choice of law rule that would result in the
417 application of the laws of any other jurisdiction. The United Nations
418 Convention on Contracts for the International Sale of Goods (CISG) shall not
419 apply. Each Party (a) hereby irrevocably submits itself to and consents to the
420 jurisdiction of the United States District Court for the Southern District of
421 New York (or if such court lacks jurisdiction, the state courts of the State of
422 New York) for the purposes of any action, claim, suit or proceeding between the
423 Parties in connection with any controversy, claim, or dispute arising out of or
424 relating to this Agreement; and (b) hereby waives, and agrees not to assert by
425 way of motion, as a defence or otherwise, in any such action, claim, suit or
426 proceeding, any claim that is not personally subject to the jurisdiction of such
427 court(s), that the action, claim, suit or proceeding is brought in an
428 inconvenient forum or that the venue of the action, claim, suit or proceeding is
429 improper. Notwithstanding the foregoing, nothing in this Section 13.10 is
430 intended to, or shall be deemed to, constitute a submission or consent to, or
431 selection of, jurisdiction, forum or venue for any action for patent
432 infringement, whether or not such action relates to this Agreement.
433
434 13.11 No Implied License
435 There are no implied licenses or other implied rights granted under this
436 Agreement, and all rights, save for those expressly granted hereunder, shall
437 remain with Digia and its licensors. In addition, no licenses or immunities are
438 granted to the combination of the Licensed Software and/or Modified Software, as
439 applicable, with any other software or hardware not delivered by Digia under
440 this Agreement.
441
442 13.12 Government End Users
443 A "U.S. Government End User" shall mean any agency or entity of the government
444 of the United States. The following shall apply if Licensee is a U.S.
445 Government End User. The Licensed Software is a "commercial item," as that term
446 is defined in 48 C.F.R. 2.101 (Oct. 1995), consisting of "commercial computer
447 software" and "commercial computer software documentation," as such terms are
448 used in 48 C.F.R. 12.212 (Sept. 1995). Consistent with 48 C.F.R. 12.212 and 48
449 C.F.R. 227.7202-1 through 227.7202-4 (June 1995), all U.S. Government End Users
450 acquire the Licensed Software with only those rights set forth herein. The
451 Licensed Software (including related documentation) is provided to U.S.
452 Government End Users: (a) only as a commercial end item; and (b) only pursuant
453 to this Agreement.
454
455
456
457
458 Appendix 1
459
460 1. Parts of the Licensed Software that are permitted for distribution
461 ("Redistributables"):
462 - The Licensed Software's main and plug-in libraries in object code form
463 - The Licensed Software's configuration tool ("qtconfig")
464 - The Licensed Software's help tool in object code/executable form ("Qt
465 Assistant")
466 - The Licensed Software's internationalization tools in object code/executable
467 form ("Qt Linguist", "lupdate", "lrelease")
468 - The Licensed Software's designer tool ("Qt Designer")
469 - The Licensed Software's IDE tool ("Qt Creator")
470 - The Licensed Software's QML ("Qt Quick") launcher tool in object
471 code/executable form
472
473
474 2. Parts of the Licensed Software that are not permitted for distribution
475 include, but are not limited to:
476 - The Licensed Software's source code and header files
477 - The Licensed Software's documentation
478 - The Licensed Software's tool for writing makefiles ("qmake")
479 - The Licensed Software's Meta Object Compiler ("moc")
480 - The Licensed Software's User Interface Compiler ("uic" or in the case of Qt
481 Jambi: "juic")
482 - The Licensed Software's Resource Compiler ("rcc")
483 - The Licensed Software's generator (only in the case of Qt Jambi)
484 - The License Software's Qt SDK
485
486
487
488 QT COMMERCIAL LICENSE AGREEMENT
489
490
491 DIGIA USA INC. | SUITE 203 | 2880 ZANKER ROAD | SAN JOSE | CA 95134 | U.S.A. |
492 FAX + 1 408 433 9360
493 PLACE OF REGISTERED OFFICE: DELAWARE | WWW.DIGIA.COM
494
495
496
497
498
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1 Qt COMMERCIAL EVALUATION LICENSE AGREEMENT
2 Agreement version 2.0
3
4 This Evaluation License Agreement ("Agreement") is a legal agreement between
5 Digia Finland Ltd ("Digia"), with its registered office at Valimotie 21,
6 FI-00380 Helsinki, Finland and you (either an individual or a legal entity)
7 ("Licensee") for the Licensed Software.
8
9 1. DEFINITIONS
10 "Affiliate" of a Party shall mean an entity (i) which is directly or indirectly
11 controlling such Party; (ii) which is under the same direct or indirect
12 ownership or control as such Party; or (iii) which is directly or indirectly
13 owned or controlled by such Party. For these purposes, an entity shall be
14 treated as being controlled by another if that other entity has fifty percent
15 (50 %) or more of the votes in such entity, is able to direct its affairs and/or
16 to control the composition of its board of directors or equivalent body.
17
18 "Term" shall mean the period of time thirty (30) days from the later of (a) the
19 Effective Date; or (b) the date the Licensed Software was initially delivered to
20 Licensee by Digia. If no specific Effective Date is set forth in the Agreement,
21 the Effective Date shall be deemed to be the date the Licensed Software was
22 initially delivered to Licensee.
23
24 "Licensed Software" shall mean the computer software, "online" or electronic
25 documentation, associated media and printed materials, including the source
26 code, example programs and the documentation delivered by Digia to Licensee in
27 conjunction with this Agreement. "Party or Parties" shall mean Licensee and/or
28 Digia.
29
30 2. OWNERSHIP
31 The Licensed Software is protected by copyright laws and international copyright
32 treaties, as well as other intellectual property laws and treaties. The
33 Licensed Software is licensed, not sold.
34
35 If Licensee provides any findings, proposals, suggestions or other feedback
36 ("Feedback") to Digia regarding the Licensed Software, Digia shall own all
37 right, title and interest including the intellectual property rights in and to
38 such Feedback, excluding however any existing patent rights of Licensee. To the
39 extent Licensee owns or controls any patents for such Feedback Licensee hereby
40 grants to Digia and its Affiliates, a worldwide, perpetual, non-transferable,
41 sublicensable, royalty-free license to (i) use, copy and modify Feedback and to
42 create derivative works thereof, (ii) to make (and have made), use, import,
43 sell, offer for sale, lease, dispose, offer for disposal or otherwise exploit
44 any products or services of Digia containing Feedback,, and (iii) sublicense all
45 the foregoing rights to third party licensees and customers of Digia and/or its
46 Affiliates.
47
48 3. VALIDITY OF THE AGREEMENT
49 By installing, copying, or otherwise using the Licensed Software, Licensee
50 agrees to be bound by the terms of this Agreement. If Licensee does not agree
51 to the terms of this Agreement, Licensee may not install, copy, or otherwise use
52 the Licensed Software. Upon Licensee's acceptance of the terms and conditions
53 of this Agreement, Digia grants Licensee the right to use the Licensed Software
54 in the manner provided below.
55
56 4. LICENSES
57 4.1. Using and Copying
58 Digia grants to Licensee a non-exclusive, non-transferable, time-limited license
59 to use and copy the Licensed Software for sole purpose of evaluating the
60 Licensed Software during the Term.
61
62 Licensee may install copies of the Licensed Software on an unlimited number of
63 computers provided that (a) if an individual, only such individual; or (b) if a
64 legal entity only its employees; use the Licensed Software for the authorized
65 purposes.
66
67 4.2. No Distribution or Modifications
68 Licensee may not disclose, modify, sell, market, commercialise, distribute,
69 loan, rent, lease, or license the Licensed Software or any copy of it or use the
70 Licensed Software for any purpose that is not expressly granted in this Section
71 4. Licensee may not alter or remove any details of ownership, copyright,
72 trademark or other property right connected with the Licensed Software.
73 Licensee may not distribute any software statically or dynamically linked with
74 the Licensed Software.
75
76 4.3. No Technical Support
77 Digia has no obligation to furnish Licensee with any technical support
78 whatsoever. Any such support is subject to separate agreement between the
79 Parties.
80
81 5. THIRD PARTY SOFTWARE
82 The Licensed Software may provide links to third party libraries or code
83 (collectively "Third Party Software") to implement various functions. Third
84 Party Software does not comprise part of the Licensed Software. In some cases,
85 access to Third Party Software may be included along with the Licensed Software
86 delivery as a convenience for development and testing only. Such source code
87 and libraries may be listed in the ".../src/3rdparty" source tree delivered with
88 the Licensed Software or documented in the Licensed Software where the Third
89 Party Software is used, as may be amended from time to time, do not comprise the
90 Licensed Software. Licensee acknowledges (1) that some part of Third Party
91 Software may require additional licensing of copyright and patents from the
92 owners of such, and (2) that distribution of any of the Licensed Software
93 referencing any portion of a Third Party Software may require appropriate
94 licensing from such third parties.
95
96 6. LIMITED WARRANTY AND WARRANTY DISCLAIMER
97 The Licensed Software is licensed to Licensee "as is". To the maximum extent
98 permitted by applicable law, Digia on behalf of itself and its suppliers,
99 disclaims all warranties and conditions, either express or implied, including,
100 but not limited to, implied warranties of merchantability, fitness for a
101 particular purpose, title and non-infringement with regard to the Licensed
102 Software.
103
104 7. LIMITATION OF LIABILITY
105 If, Digia's warranty disclaimer notwithstanding, Digia is held liable to
106 Licensee, whether in contract, tort or any other legal theory, based on the
107 Licensed Software, Digia's entire liability to Licensee and Licensee's exclusive
108 remedy shall be, at Digia's option, either (A) return of the price Licensee paid
109 for the Licensed Software, or (B) repair or replacement of the Licensed
110 Software, provided Licensee returns to Digia all copies of the Licensed Software
111 as originally delivered to Licensee. Digia shall not under any circumstances be
112 liable to Licensee based on failure of the Licensed Software if the failure
113 resulted from accident, abuse or misapplication, nor shall Digia under any
114 circumstances be liable for special damages, punitive or exemplary damages,
115 damages for loss of profits or interruption of business or for loss or
116 corruption of data. Any award of damages from Digia to Licensee shall not
117 exceed the total amount Licensee has paid to Digia in connection with this
118 Agreement.
119
120 8. CONFIDENTIALITY
121 Each party acknowledges that during the Term of this Agreement it shall have
122 access to information about the other party's business, business methods,
123 business plans, customers, business relations, technology, and other
124 information, including the terms of this Agreement, that is confidential and of
125 great value to the other party, and the value of which would be significantly
126 reduced if disclosed to third parties (the "Confidential Information").
127 Accordingly, when a party (the "Receiving Party") receives Confidential
128 Information from another party (the "Disclosing Party"), the Receiving Party
129 shall, and shall obligate its employees and agents and employees and agents of
130 its Affiliates to: (i) maintain the Confidential Information in strict
131 confidence; (ii) not disclose the Confidential Information to a third party
132 without the Disclosing Party's prior written approval; and (iii) not, directly
133 or indirectly, use the Confidential Information for any purpose other than for
134 exercising its rights and fulfilling its responsibilities pursuant to this
135 Agreement. Each party shall take reasonable measures to protect the
136 Confidential Information of the other party, which measures shall not be less
137 than the measures taken by such party to protect its own confidential and
138 proprietary information.
139
140 "Confidential Information" shall not include information that (a) is or becomes
141 generally known to the public through no act or omission of the Receiving Party;
142 (b) was in the Receiving Party's lawful possession prior to the disclosure
143 hereunder and was not subject to limitations on disclosure or use; (c) is
144 developed by the Receiving Party without access to the Confidential Information
145 of the Disclosing Party or by persons who have not had access to the
146 Confidential Information of the Disclosing Party as proven by the written
147 records of the Receiving Party; (d) is lawfully disclosed to the Receiving Party
148 without restrictions, by a third party not under an obligation of
149 confidentiality; or (e) the Receiving Party is legally compelled to disclose the
150 information, in which case the Receiving Party shall assert the privileged and
151 confidential nature of the information and cooperate fully with the Disclosing
152 Party to protect against and prevent disclosure of any Confidential Information
153 and to limit the scope of disclosure and the dissemination of disclosed
154 Confidential Information by all legally available means.
155
156 The obligations of the Receiving Party under this Section shall continue during
157 the Initial Term and for a period of five (5) years after expiration or
158 termination of this Agreement. To the extent that the terms of the
159 Non-Disclosure Agreement between Digia and Licensee conflict with the terms of
160 this Section 8, this Section 8 shall be controlling over the terms of the
161 Non-Disclosure Agreement.
162
163 9. GENERAL PROVISIONS
164 9.1. No Assignment
165 Licensee shall not be entitled to assign or transfer all or any of its rights,
166 benefits and obligations under this Agreement without the prior written consent
167 of Digia, which shall not be unreasonably withheld.
168
169 9.2. Termination
170 Digia may terminate the Agreement at any time immediately upon written notice by
171 Digia to Licensee if Licensee breaches this Agreement.
172
173 Upon termination of this Agreement, Licensee shall return to Digia all copies of
174 Licensed Software that were supplied by Digia. All other copies of Licensed
175 Software in the possession or control of Licensee must be erased or destroyed.
176 An officer of Licensee must promptly deliver to Digia a written confirmation
177 that this has occurred.
178
179 9.3. Surviving Sections
180 Any terms and conditions that by their nature or otherwise reasonably should
181 survive a cancellation or termination of this Agreement shall also be deemed to
182 survive. Such terms and conditions include, but are not limited to the
183 following Sections: 2, 5, 6, 7, 8, 9.2, 9.3, 9.4, 9.5, 9.6, 9.7, and 9.8 of this
184 Agreement.
185
186 9.4. Entire Agreement
187 This Agreement constitutes the complete agreement between the parties and
188 supersedes all prior or contemporaneous discussions, representations, and
189 proposals, written or oral, with respect to the subject matters discussed
190 herein, with the exception of the non-disclosure agreement executed by the
191 parties in connection with this Agreement ("Non-Disclosure Agreement"), if any,
192 shall be subject to Section 8. No modification of this Agreement shall be
193 effective unless contained in a writing executed by an authorized representative
194 of each party. No term or condition contained in Licensee's purchase order
195 shall apply unless expressly accepted by Digia in writing. If any provision of
196 the Agreement is found void or unenforceable, the remainder shall remain valid
197 and enforceable according to its terms. If any remedy provided is determined to
198 have failed for its essential purpose, all limitations of liability and
199 exclusions of damages set forth in this Agreement shall remain in effect.
200
201 9.5. Export Control
202 Licensee acknowledges that the Licensed Software may be subject to export
203 control restrictions of various countries. Licensee shall fully comply with all
204 applicable export license restrictions and requirements as well as with all laws
205 and regulations relating to the importation of the Licensed Software and shall
206 procure all necessary governmental authorizations, including without limitation,
207 all necessary licenses, approvals, permissions or consents, where necessary for
208 the re-exportation of the Licensed Software.,
209
210 9.6. Governing Law and Legal Venue
211 This Agreement shall be construed and interpreted in accordance with the laws of
212 Finland, excluding its choice of law provisions. Any disputes arising out of or
213 relating to this Agreement shall be resolved in arbitration under the Rules of
214 Arbitration of the Chamber of Commerce of Helsinki, Finland. The arbitration
215 tribunal shall consist of one (1), or if either Party so requires, of three (3),
216 arbitrators. The award shall be final and binding and enforceable in any court
217 of competent jurisdiction. The arbitration shall be held in Helsinki, Finland
218 and the process shall be conducted in the English language.
219
220 9.7. No Implied License
221 There are no implied licenses or other implied rights granted under this
222 Agreement, and all rights, save for those expressly granted hereunder, shall
223 remain with Digia and its licensors. In addition, no licenses or immunities are
224 granted to the combination of the Licensed Software with any other software or
225 hardware not delivered by Digia under this Agreement.
226
227 9.8. Government End Users
228 A "U.S. Government End User" shall mean any agency or entity of the government
229 of the United States. The following shall apply if Licensee is a U.S.
230 Government End User. The Licensed Software is a "commercial item," as that term
231 is defined in 48 C.F.R. 2.101 (Oct. 1995), consisting of "commercial computer
232 software" and "commercial computer software documentation," as such terms are
233 used in 48 C.F.R. 12.212 (Sept. 1995). Consistent with 48 C.F.R. 12.212 and 48
234 C.F.R. 227.7202-1 through 227.7202-4 (June 1995), all U.S. Government End Users
235 acquire the Licensed Software with only those rights set forth herein. The
236 Licensed Software (including related documentation) is provided to U.S.
237 Government End Users: (a) only as a commercial end item; and (b) only pursuant
238 to this Agreement.
239
240
241 QT COMMERCIAL EVALUATION LICENSE AGREEMENT
242
243
244
245
246 DIGIA FINLAND LTD | VALIMOTIE 21 | FI-00380 HELSINKI FINLAND | TEL +358 (0) 10
247 313 3000 | FAX +358 (0) 10 313 3700
248 PLACE OF REGISTERED OFFICE: HELSINKI | VAT REG. | BUSINESS ID 1091248-4 |
249 WWW.DIGIA.COM
250
251
252
253
254
255
256
257
258
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1 EVALUATION LICENSE AGREEMENT
2 Agreement version 2.0
3
4 This Evaluation License Agreement ("Agreement") is a legal agreement between
5 Digia USA, Inc. ("Digia"), with its registered office at 32 W. Loockerman
6 Street, Suite 201, City of Dover, County of Kent, Delaware 19904, U.S.A. and you
7 (either an individual or a legal entity) ("Licensee") for the Licensed Software
8 (as defined below).
9
10 1. DEFINITIONS
11 "Affiliate" of a Party shall mean an entity (i) which is directly or indirectly
12 controlling such Party; (ii) which is under the same direct or indirect
13 ownership or control as such Party; or (iii) which is directly or indirectly
14 owned or controlled by such Party. For these purposes, an entity shall be
15 treated as being controlled by another if that other entity has fifty percent
16 (50 %) or more of the votes in such entity, is able to direct its affairs and/or
17 to control the composition of its board of directors or equivalent body.
18
19 "Term" shall mean the period of time thirty (30) days from the later of (a) the
20 Effective Date; or (b) the date the Licensed Software was initially delivered to
21 Licensee by Digia. If no specific Effective Date is set forth in the Agreement,
22 the Effective Date shall be deemed to be the date the Licensed Software was
23 initially delivered to Licensee.
24
25 "Licensed Software" shall mean the computer software, "online" or electronic
26 documentation, associated media and printed materials, including the source
27 code, example programs and the documentation delivered by Digia to Licensee in
28 conjunction with this Agreement. "Party or Parties" shall mean Licensee and/or
29 Digia.
30
31 2. OWNERSHIP
32 The Licensed Software is protected by copyright laws and international copyright
33 treaties, as well as other intellectual property laws and treaties. The
34 Licensed Software is licensed, not sold.
35
36 If Licensee provides any findings, proposals, suggestions or other feedback
37 ("Feedback") to Digia regarding the Licensed Software, Digia shall own all
38 right, title and interest including the intellectual property rights in and to
39 such Feedback, excluding however any existing patent rights of Licensee. To the
40 extent Licensee owns or controls any patents for such Feedback Licensee hereby
41 grants to Digia and its Affiliates, a worldwide, perpetual, non-transferable,
42 sublicensable, royalty-free license to (i) use, copy and modify Feedback and to
43 create derivative works thereof, (ii) to make (and have made), use, import,
44 sell, offer for sale, lease, dispose, offer for disposal or otherwise exploit
45 any products or services of Digia containing Feedback, and (iii) sublicense all
46 the foregoing rights to third party licensees and customers of Digia and/or its
47 Affiliates.
48
49 3. VALIDITY OF THE AGREEMENT
50 By installing, copying, or otherwise using the Licensed Software, Licensee
51 agrees to be bound by the terms of this Agreement. If Licensee does not agree
52 to the terms of this Agreement, Licensee may not install, copy, or otherwise use
53 the Licensed Software. Upon Licensee's acceptance of the terms and conditions
54 of this Agreement, Digia grants Licensee the right to use the Licensed Software
55 in the manner provided below.
56
57 4. LICENSES
58 4.1. Using and Copying
59 Digia grants to Licensee a non-exclusive, non-transferable, time-limited license
60 to use and copy the Licensed Software for sole purpose of evaluating the
61 Licensed Software during the Term.
62
63 Licensee may install copies of the Licensed Software on an unlimited number of
64 computers provided that (a) if an individual, only such individual; or (b) if a
65 legal entity only its employees; use the Licensed Software for the authorized
66 purposes.
67
68 4.2 No Distribution or Modifications
69 Licensee may not disclose, modify, sell, market, commercialise, distribute,
70 loan, rent, lease, or license the Licensed Software or any copy of it or use the
71 Licensed Software for any purpose that is not expressly granted in this Section
72 4. Licensee may not alter or remove any details of ownership, copyright,
73 trademark or other property right connected with the Licensed Software.
74 Licensee may not distribute any software statically or dynamically linked with
75 the Licensed Software.
76
77 4.3 No Technical Support
78 Digia has no obligation to furnish Licensee with any technical support
79 whatsoever. Any such support is subject to separate agreement between the
80 Parties.
81
82 5. THIRD PARTY SOFTWARE
83 The Licensed Software may provide links to third party libraries or code
84 (collectively "Third Party Software") to implement various functions. Third
85 Party Software does not comprise part of the Licensed Software. In some cases,
86 access to Third Party Software may be included along with the Licensed Software
87 delivery as a convenience for development and testing only. Such source code
88 and libraries may be listed in the ".../src/3rdparty" source tree delivered with
89 the Licensed Software or documented in the Licensed Software where the Third
90 Party Software is used, as may be amended from time to time, do not comprise the
91 Licensed Software. Licensee acknowledges (1) that some part of Third Party
92 Software may require additional licensing of copyright and patents from the
93 owners of such, and (2) that distribution of any of the Licensed Software
94 referencing any portion of a Third Party Software may require appropriate
95 licensing from such third parties.
96
97 6. LIMITED WARRANTY AND WARRANTY DISCLAIMER
98 The Licensed Software is licensed to Licensee "as is". To the maximum extent
99 permitted by applicable law, Digia on behalf of itself and its suppliers,
100 disclaims all warranties and conditions, either express or implied, including,
101 but not limited to, implied warranties of merchantability, fitness for a
102 particular purpose, title and non-infringement with regard to the Licensed
103 Software.
104
105 7. LIMITATION OF LIABILITY
106 If, Digia's warranty disclaimer notwithstanding, Digia is held liable to
107 Licensee, whether in contract, tort or any other legal theory, based on the
108 Licensed Software, Digia's entire liability to Licensee and Licensee's exclusive
109 remedy shall be, at Digia's option, either (A) return of the price Licensee paid
110 for the Licensed Software, or (B) repair or replacement of the Licensed
111 Software, provided Licensee returns to Digia all copies of the Licensed Software
112 as originally delivered to Licensee. Digia shall not under any circumstances be
113 liable to Licensee based on failure of the Licensed Software if the failure
114 resulted from accident, abuse or misapplication, nor shall Digia under any
115 circumstances be liable for special damages, punitive or exemplary damages,
116 damages for loss of profits or interruption of business or for loss or
117 corruption of data. Any award of damages from Digia to Licensee shall not
118 exceed the total amount Licensee has paid to Digia in connection with this
119 Agreement.
120
121 8. CONFIDENTIALITY
122 Each party acknowledges that during the Term of this Agreement it shall have
123 access to information about the other party's business, business methods,
124 business plans, customers, business relations, technology, and other
125 information, including the terms of this Agreement, that is confidential and of
126 great value to the other party, and the value of which would be significantly
127 reduced if disclosed to third parties (the "Confidential Information").
128 Accordingly, when a party (the "Receiving Party") receives Confidential
129 Information from another party (the "Disclosing Party"), the Receiving Party
130 shall, and shall obligate its employees and agents and employees and agents of
131 its Affiliates to: (i) maintain the Confidential Information in strict
132 confidence; (ii) not disclose the Confidential Information to a third party
133 without the Disclosing Party's prior written approval; and (iii) not, directly
134 or indirectly, use the Confidential Information for any purpose other than for
135 exercising its rights and fulfilling its responsibilities pursuant to this
136 Agreement. Each party shall take reasonable measures to protect the
137 Confidential Information of the other party, which measures shall not be less
138 than the measures taken by such party to protect its own confidential and
139 proprietary information.
140
141 "Confidential Information" shall not include information that (a) is or becomes
142 generally known to the public through no act or omission of the Receiving Party;
143 (b) was in the Receiving Party's lawful possession prior to the disclosure
144 hereunder and was not subject to limitations on disclosure or use; (c) is
145 developed by the Receiving Party without access to the Confidential Information
146 of the Disclosing Party or by persons who have not had access to the
147 Confidential Information of the Disclosing Party as proven by the written
148 records of the Receiving Party; (d) is lawfully disclosed to the Receiving Party
149 without restrictions, by a third party not under an obligation of
150 confidentiality; or (e) the Receiving Party is legally compelled to disclose the
151 information, in which case the Receiving Party shall assert the privileged and
152 confidential nature of the information and cooperate fully with the Disclosing
153 Party to protect against and prevent disclosure of any Confidential Information
154 and to limit the scope of disclosure and the dissemination of disclosed
155 Confidential Information by all legally available means.
156
157 The obligations of the Receiving Party under this Section shall continue during
158 the Initial Term and for a period of five (5) years after expiration or
159 termination of this Agreement. To the extent that the terms of the
160 Non-Disclosure Agreement between Digia and Licensee conflict with the terms of
161 this Section 8, this Section 8 shall be controlling over the terms of the
162 Non-Disclosure Agreement.
163
164 9. GENERAL PROVISIONS
165 9.1 No Assignment
166 Licensee shall not be entitled to assign or transfer all or any of its rights,
167 benefits and obligations under this Agreement without the prior written consent
168 of Digia, which shall not be unreasonably withheld. For the avoidance of doubt,
169 Digia's right to assign or transfer the Agreement, in whole or in part, shall be
170 unrestricted.
171
172 9.2 Termination
173 Digia may terminate the Agreement at any time immediately upon written notice by
174 Digia to Licensee if Licensee breaches this Agreement.
175
176 Upon termination of this Agreement, Licensee shall return to Digia all copies of
177 Licensed Software that were supplied by Digia. All other copies of Licensed
178 Software in the possession or control of Licensee must be erased or destroyed.
179 An officer of Licensee must promptly deliver to Digia a written confirmation
180 that this has occurred.
181
182 9.3 Surviving Sections
183 Any terms and conditions that by their nature or otherwise reasonably should
184 survive a cancellation or termination of this Agreement shall also be deemed to
185 survive. Such terms and conditions include, but are not limited to the
186 following Sections: 2, 5, 6, 7, 8, 9.2, 9.3, 9.4, 9.5, 9.6, 9.7, and 9.8 of this
187 Agreement.
188
189 9.4 Entire Agreement
190 This Agreement constitutes the complete agreement between the parties and
191 supersedes all prior or contemporaneous discussions, representations, and
192 proposals, written or oral, with respect to the subject matters discussed
193 herein, with the exception of the non-disclosure agreement executed by the
194 parties in connection with this Agreement ("Non-Disclosure Agreement"), if any,
195 shall be subject to Section 8. No modification of this Agreement shall be
196 effective unless contained in a writing executed by an authorized representative
197 of each party. No term or condition contained in Licensee's purchase order
198 shall apply unless expressly accepted by Digia in writing. If any provision of
199 the Agreement is found void or unenforceable, the remainder shall remain valid
200 and enforceable according to its terms. If any remedy provided is determined to
201 have failed for its essential purpose, all limitations of liability and
202 exclusions of damages set forth in this Agreement shall remain in effect.
203
204 9.5. Notices
205 Any notice given by one party to the other shall be deemed properly given and
206 deemed received if specifically acknowledged by the receiving party in writing
207 or when successfully delivered to the recipient by hand, fax, or special courier
208 during normal business hours on a business day to the addresses specified below.
209 Each communication and document made or delivered by one party to the other
210 party pursuant to this Agreement shall be in the English language or accompanied
211 by a translation thereof.
212
213 Notices to Digia shall be given to:
214
215 Digia USA Inc
216 Suite 203
217 2880 Zanker Road
218 San Jose
219 CA 95134
220 U.S.A
221 Fax. + 1 408 433 9360
222
223 9.6 Export Control
224 Licensee acknowledges that the Licensed Software may be subject to export
225 control restrictions of various countries. Licensee shall fully comply with all
226 applicable export license restrictions and requirements as well as with all laws
227 and regulations relating to the importation of the Licensed Software and shall
228 procure all necessary governmental authorizations, including without limitation,
229 all necessary licenses, approvals, permissions or consents, where necessary for
230 the re-exportation of the Licensed Software.,
231
232 9.7 Governing Law and Legal Venue
233 This Agreement shall be governed by and construed in accordance with the federal
234 laws of the United States of America and the internal laws of the State of New
235 York without given effect to any choice of law rule that would result in the
236 application of the laws of any other jurisdiction. The United Nations
237 Convention on Contracts for the International Sale of Goods (CISG) shall not
238 apply. Each Party (a) hereby irrevocably submits itself to and consents to the
239 jurisdiction of the United States District Court for the Southern District of
240 New York (or if such court lacks jurisdiction, the state courts of the State of
241 New York) for the purposes of any action, claim, suit or proceeding between the
242 Parties in connection with any controversy, claim, or dispute arising out of or
243 relating to this Agreement; and (b) hereby waives, and agrees not to assert by
244 way of motion, as a defence or otherwise, in any such action, claim, suit or
245 proceeding, any claim that is not personally subject to the jurisdiction of such
246 court(s), that the action, claim, suit or proceeding is brought in an
247 inconvenient forum or that the venue of the action, claim, suit or proceeding is
248 improper. Notwithstanding the foregoing, nothing in this Section 9.6 is
249 intended to, or shall be deemed to, constitute a submission or consent to, or
250 selection of, jurisdiction, forum or venue for any action for patent
251 infringement, whether or not such action relates to this Agreement.
252
253 9.8 No Implied License
254 There are no implied licenses or other implied rights granted under this
255 Agreement, and all rights, save for those expressly granted hereunder, shall
256 remain with Digia and its licensors. In addition, no licenses or immunities are
257 granted to the combination of the Licensed Software with any other software or
258 hardware not delivered by Digia under this Agreement.
259
260 9.9 Government End Users
261 A "U.S. Government End User" shall mean any agency or entity of the government
262 of the United States. The following shall apply if Licensee is a U.S.
263 Government End User. The Licensed Software is a "commercial item," as that
264 term is defined in 48 C.F.R. 2.101 (Oct. 1995), consisting of "commercial
265 computer software" and "commercial computer software documentation," as such
266 terms are used in 48 C.F.R. 12.212 (Sept. 1995). Consistent with 48 C.F.R.
267 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995), all U.S.
268 Government End Users acquire the Licensed Software with only those rights set
269 forth herein. The Licensed Software (including related documentation) is
270 provided to U.S. Government End Users: (a) only as a commercial end item; and
271 (b) only pursuant to this Agreement.
272
273
274
275 EVALUATION LICENSE AGREEMENT
276
277 DIGIA USA INC. | SUITE 203 | 2880 ZANKER ROAD | SAN JOSE | CA 95134 | U.S.A. |
278 FAX + 1 408 433 9360
279 PLACE OF REGISTERED OFFICE: DELAWARE | WWW.DIGIA.COM
280
281
282
283
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1 Qt COMMERCIAL CREATOR LICENSE AGREEMENT
2 Agreement version 1.4
3
4 This Qt Commercial Creator License Agreement ("Agreement") is a legal
5 agreement between Digia Finland Ltd ("Digia"), with its registered office at
6 Valimotie 21, FI-00380 Helsinki, Finland and you (either an individual or a
7 legal entity) ("Licensee") for Qt Commercial Creator (as defined below).
8
9 1. Definitions
10 "Affiliate" of a Party shall mean an entity (i) which is directly or indirectly
11 controlling such Party; (ii) which is under the same direct or indirect
12 ownership or control as such Party; or (iii) which is directly or indirectly
13 owned or controlled by such Party. For these purposes, an entity shall be
14 treated as being controlled by another if that other entity has fifty percent
15 (50 %) or more of the votes in such entity, is able to direct its affairs and/or
16 to control the composition of its board of directors or equivalent body.
17
18 "Applications" shall mean Licensee's software products created using Qt
19 Commercial Creator and either (i) Digia Qt Commercial software products, or (ii)
20 third party software products.
21
22 "Qt Commercial Creator" shall mean the cross-platform integrated development
23 environment (IDE) that is delivered to Licensee by Digia under this Agreement
24 and designed to assist with development using Digia Qt Commercial software
25 products or other third party software products. "Designated User(s)" shall mean
26 the employee(s) of Licensee acting within the scope of their employment or
27 Licensee's consultant(s) or contractor(s) acting within the scope of their
28 services for Licensee and on behalf of Licensee for whom Licensee has purchased
29 Digia Qt Commercial software licenses. "Initial Term" shall mean the period of
30 time one (1) year from the later of (a) the Effective Date; or (b) the date Qt
31 Commercial Creator was initially delivered to Licensee by Digia. If no specific
32 Effective Date is set forth in the Agreement, the Effective Date shall be deemed
33 to be the date the Solution was initially delivered to Licensee.
34
35 "Digia Qt Commercial" shall mean the Qt computer software, "online" or
36 electronic documentation, associated media and printed materials, including the
37 source code, example programs and the documentation delivered by Digia to
38 Licensee for the platforms supported by Qt Commercial Creator. "Party or
39 Parties" shall mean Licensee and/or Digia.
40
41 "Redistributables" shall mean the object code of the Digia Qt Commercial
42 software products that may be distributed with or as part of Applications as
43 specified in the Digia Qt Commercial software license agreement.
44
45 "Support" shall mean standard email based developer support that is provided by
46 Digia to assist eligible Designated Users in using Qt Commercial Creator in
47 accordance with its established support procedures listed at:
48 http://qt.digia.com/files/pdf/licenses/qt-commercial-standard-support-terms-and-conditions.pdf
49 "Updates" shall mean a release or version of Qt Commercial Creator containing
50 enhancement, new features, bug fixes, error corrections and other changes that
51 are generally made available to users of Qt Commercial Creator that have
52 contracted for maintenance and support.
53
54 2. Ownership
55 Qt Commercial Creator and Digia Qt Commercial software products are protected by
56 copyright laws and international copyright treaties, as well as other
57 intellectual property laws and treaties. Qt Commercial Creator is licensed, not
58 sold.
59
60 To the extent Licensee submits bug fixes or error corrections, including
61 information related thereto, Licensee hereby grants to Digia a sublicensable,
62 irrevocable, perpetual, worldwide, non-exclusive, royalty-free and fully paid-up
63 copyright and trade secret license to reproduce, adapt, translate, modify, and
64 prepare derivative works of, publicly display, publicly perform, sublicense,
65 make available and distribute error corrections and bug fixes, including
66 derivative works thereof. To the extent any rights do not automatically vest in
67 Digia, Licensee assigns, and shall ensure that all of its Affiliates, agents,
68 subcontractors and employees assign, all such rights to Digia. All Nokia�s,
69 Digia's and its licensors' trademarks, service marks, trade names, logos or
70 other words or symbols are and shall remain the exclusive property of Nokia,
71 Digia or its licensors respectively.
72
73 3. Validity of the Agreement
74 By installing, copying, or otherwise using Qt Commercial Creator, Licensee
75 agrees to be bound by the terms of this Agreement. If Licensee does not agree
76 to the terms of this Agreement, Licensee may not install, copy, or otherwise use
77 Qt Commercial Creator.
78
79 In addition, by installing, copying, or otherwise using any Updates or other
80 components of Qt Commercial Creator that Licensee receives separately as part of
81 Qt Commercial Creator, Licensee agrees to be bound by any additional license
82 terms that accompany such Updates, if any. If Licensee does not agree to the
83 additional license terms that accompany such Updates, Licensee may not install,
84 copy, or otherwise use such Updates.
85
86 Upon Licensee's acceptance of the terms and conditions of this Agreement, Digia
87 grants Licensee the right to use Qt Commercial Creator in the manner provided
88 below.
89
90 4. Licenses
91 4.1 Using, modifying and copying
92 Digia grants to Licensee a non-exclusive, non-transferable, perpetual license to
93 use and copy Qt Commercial Creator for the Designated User(s) for whom Licensee
94 has purchased Digia Qt Commercial software licenses. Such use shall be for the
95 sole purposes of designing, developing and testing Applications. Licensee may
96 install copies of Qt Commercial Creator on an unlimited number of computers
97 provided that only the Designated Users use Qt Commercial Creator. Licensee may
98 at any time designate another Designated User to replace a then-current
99 Designated User by notifying Digia, provided that a) the then-current Designated
100 User has not been designated as a replacement during the last six (6) months;
101 and b) there is no more than the specified number of Designated Users at any
102 given time.
103
104 4.2 Distribution
105 Licensee may distribute unmodified versions of Qt Commercial Creator in object
106 code form. The distribution of the Digia Qt Commercial software-based
107 Applications and Redistributables shall be governed by the applicable Digia Qt
108 Commercial software license agreement between Licensee and Digia. The
109 distribution of Applications that do not contain Digia Qt Commercial software or
110 Redistributables shall be governed by the terms and conditions contained in such
111 third party software licenses and are not covered by this Agreement.
112
113 Except as set forth herein, Licensee shall not transfer, assign or otherwise
114 dispose of Qt Commercial Creator.
115
116 4.3 Further Requirements
117 The licenses granted in this Section 4 by Digia to Licensee are subject to
118 Licensee's compliance with Section 7 of this Agreement.
119
120 5. Verification
121 Digia or a certified auditor on Digia's behalf, may, upon its reasonable request
122 and at its expense, audit Licensee with respect to the use of Qt Commercial
123 Creator. Such audit may be conducted by mail, electronic means or through an
124 in-person visit to Licensee's place of business. Any such in-person audit shall
125 be conducted during regular business hours at Licensee's facilities and shall
126 not unreasonably interfere with Licensee's business activities. Digia shall not
127 remove, copy, or redistribute any electronic material during the course of an
128 audit. If an audit reveals that Licensee is using Qt Commercial Creator in a
129 way that is in material violation of the terms of the Agreement, then Licensee
130 shall pay Digia's reasonable costs of conducting the audit. In the case of a
131 material violation, Licensee agrees to pay Digia any amounts owing that are
132 attributable to the unauthorized use. In the alternative, Digia reserves the
133 right, at Digia's sole option, to terminate the licenses for Qt Commercial
134 Creator.
135
136 6. Third Party Software
137 Qt Commercial Creator may provide links to third party libraries or code
138 (collectively "Third Party Software") to implement various functions. Third
139 Party Software does not comprise part of Qt Commercial Creator. In some cases,
140 access to Third Party Software may be included along with the Qt Commercial
141 Creator delivery as a convenience for development and testing only. Such source
142 code and libraries may be listed in the ".../src/3rdparty" source tree delivered
143 with Qt Commercial Creator (if applicable) or documented in Qt Commercial
144 Creator where the Third Party Software is used, as may be amended from time to
145 time, do not comprise part of Qt Commercial Creator. Licensee acknowledges (1)
146 that some part of Third Party Software may require additional licensing of
147 copyright and patents from the owners of such, and (2) that distribution of any
148 of Qt Commercial Creator referencing any portion of a Third Party Software may
149 require appropriate licensing from such third parties.
150
151 7. Additional Conditions
152 The licenses rights granted in this Agreement are subject to all of the
153 following conditions: (i) Licensee may not remove or alter any copyright,
154 trademark or other proprietary rights notice contained in any portion of Qt
155 Commercial Creator; (ii) Licensee shall indemnify and hold Digia, its
156 Affiliates, contractors, and its suppliers, harmless from and against any claims
157 or liabilities arising out of the use, reproduction or distribution of
158 Applications created with the assistance of Qt Commercial Creator; (iii)
159 Applications must be developed using a licensed, registered copy of Qt
160 Commercial Creator and the relevant Qt Software product; and (iv) Licensee may
161 not use Digia's or any of its suppliers' names, logos, or trademarks under this
162 Agreement.
163
164 NOTE: The Open Source Editions of Qt products and the Qt, Qtopia and Qt Extended
165 versions previously licensed by Trolltech (collectively referred to as
166 "Products") are licensed under the terms of the GNU Lesser General Public
167 License version 2.1 ("LGPL") and the GNU General Public License versions 2.0 and
168 3.0 ("GPL") (as applicable) and not under this Agreement. If Licensee, or
169 another third party, has, at any time, developed all (or any portions of) the
170 Application(s) using a version of one of these Products licensed under the LGPL
171 or the GPL, Licensee may not combine such development work with the Licensed
172 Software and must license such Application(s) (or any portions derived there
173 from) under the terms of the GNU Lesser General Public License version 2.1 (Qt
174 only) or GNU General Public License version 2.0 (Qt, Qtopia and Qt Extended) or
175 version 3 (Qt only) copies of which are located at
176 http://www.gnu.org/licenses/old-licenses/lgpl-2.1.html,
177 http://www.fsf.org/licensing/licenses/info/GPLv2.html, and
178 http://www.gnu.org/copyleft/gpl.html .
179
180 8. Limited Warranty and Warranty Disclaimer
181 Digia hereby represents and warrants with respect to Qt Commercial Creator that
182 it has the power and authority to grant the rights and licenses granted to
183 Licensee under this Agreement. Except as set forth above, Qt Commercial Creator
184 is licensed to Licensee "as is". To the maximum extent permitted by applicable
185 law, Digia on behalf of itself and its suppliers, disclaims all warranties and
186 conditions, either express or implied, including, but not limited to, implied
187 warranties of merchantability, fitness for a particular purpose, title and
188 non-infringement with regard to Qt Commercial Creator.
189
190 9. Limitation of Liability
191 If, Digia's warranty disclaimer notwithstanding, Digia is held liable to
192 Licensee, whether in contract, tort or any other legal theory, based on Qt
193 Commercial Creator, Digia's entire liability to Licensee and Licensee's
194 exclusive remedy shall be, at Digia's option, either (A) return of the price
195 Licensee paid for Qt Commercial Creator, or (B) repair or replacement of Qt
196 Commercial Creator, provided Licensee returns to Digia all copies of Qt
197 Commercial Creator as originally delivered to Licensee. Digia shall not under
198 any circumstances be liable to Licensee based on failure of Qt Commercial
199 Creator if the failure resulted from accident, abuse or misapplication, nor
200 shall Digia under any circumstances be liable for special damages, punitive or
201 exemplary damages, damages for loss of profits or interruption of business or
202 for loss or corruption of data. Any award of damages from Digia to Licensee
203 shall not exceed the total amount Licensee has paid to Digia in connection with
204 this Agreement.
205
206 10. Support
207 Support will be made available by Digia to Licensee under the Digia Qt
208 Commercial software license agreement executed between Digia and Licensee, if
209 any. The scope of such support, if any, shall be limited to supported platforms
210 and shall be subject to the support policies and procedures which may be changed
211 from time to time. Following the Initial Term, Digia shall no longer make Qt
212 Commercial Creator available to Licensee unless Licensee purchases additional
213 Support and Updates.
214
215 Licensee may purchase additional Support and Updates following the Initial Term
216 at Digia's terms and conditions applicable at the time of renewal.
217
218 11. Confidentiality
219 Each party acknowledges that during the Initial Term of this Agreement it shall
220 have access to information about the other party's business, business methods,
221 business plans, customers, business relations, technology, and other
222 information, including the terms of this Agreement, that is confidential and of
223 great value to the other party, and the value of which would be significantly
224 reduced if disclosed to third parties (the "Confidential Information").
225 Accordingly, when a party (the "Receiving Party") receives Confidential
226 Information from another party (the "Disclosing Party"), the Receiving Party
227 shall, and shall obligate its employees and agents and employees and agents of
228 its affiliates to: (i) maintain the Confidential Information in strict
229 confidence; (ii) not disclose the Confidential Information to a third party
230 without the Disclosing Party's prior written approval; and (iii) not, directly
231 or indirectly, use the Confidential Information for any purpose other than for
232 exercising its rights and fulfilling its responsibilities pursuant to this
233 Agreement. Each party shall take reasonable measures to protect the
234 Confidential Information of the other party, which measures shall not be less
235 than the measures taken by such party to protect its own confidential and
236 proprietary information.
237
238 "Confidential Information" shall not include information that (a) is or becomes
239 generally known to the public through no act or omission of the Receiving Party;
240 (b) was in the Receiving Party's lawful possession prior to the disclosure
241 hereunder and was not subject to limitations on disclosure or use; (c) is
242 developed by employees of the Receiving Party or other persons working for the
243 Receiving Party who have not had access to the Confidential Information of the
244 Disclosing Party, as proven by the written records of the Receiving Party or by
245 persons who have not had access to the Confidential Information of the
246 Disclosing Party as proven by the written records of the Receiving Party; (d) is
247 lawfully disclosed to the Receiving Party without restrictions, by a third party
248 not under an obligation of confidentiality; or (e) the Receiving Party is
249 legally compelled to disclose the information, in which case the Receiving Party
250 shall assert the privileged and confidential nature of the information and
251 cooperate fully with the Disclosing Party to protect against and prevent
252 disclosure of any Confidential Information and to limit the scope of disclosure
253 and the dissemination of disclosed Confidential Information by all legally
254 available means.
255
256 The obligations of the Receiving Party under this Section shall continue during
257 the Initial Term and for a period of five (5) years after expiration or
258 termination of this Agreement. To the extent that the terms of the
259 Non-Disclosure Agreement between Digia and Licensee conflict with the terms of
260 this Section 11, this Section 11 shall be controlling over the terms of the
261 Non-Disclosure Agreement.
262
263 12. General Provisions
264 12.1 Marketing
265 Digia may include Licensee's company name and logo in a publicly available list
266 of Digia customers and in its public communications.
267
268 12.2 No Assignment
269 Licensee shall not be entitled to assign or transfer all or any of its rights,
270 benefits and obligations under this Agreement without the prior written consent
271 of Digia, which shall not be unreasonably withheld. Digia shall be entitled to
272 assign or transfer any of its rights, benefits or obligations under this
273 Agreement on an unrestricted basis.
274
275 12.3 Termination
276 Digia may terminate the Agreement at any time immediately upon written notice by
277 Digia to Licensee if Licensee breaches this Agreement.
278
279 Either party shall have the right to terminate this Agreement immediately upon
280 written notice in the event that the other party becomes insolvent, files for
281 any form of bankruptcy, makes any assignment for the benefit of creditors, has a
282 receiver, administrative receiver or officer appointed over the whole or a
283 substantial part of its assets, ceases to conduct business, or an act equivalent
284 to any of the above occurs under the laws of the jurisdiction of the other
285 party.
286
287 Upon termination of this Agreement, Licensee shall return to Digia all copies of
288 Qt Commercial Creator that were supplied by Digia. All other copies of Qt
289 Commercial Creator in the possession or control of Licensee must be erased or
290 destroyed. An officer of Licensee must promptly deliver to Digia a written
291 confirmation that this has occurred.
292
293 12.4 Surviving Sections
294 Any terms and conditions that by their nature or otherwise reasonably should
295 survive a cancellation or termination of this Agreement shall also be deemed to
296 survive. Such terms and conditions include, but are not limited to the
297 following Sections: 2, 4.1, 5, 6, 7(ii), 9, 11, 12.5, 12.8, 12.9 and 12.10 of
298 this Agreement. Notwithstanding the foregoing, Section 4.1 shall not survive if
299 the Agreement is terminated for material breach.
300
301 12.5 Entire Agreement
302 This Agreement constitutes the complete agreement between the parties and
303 supersedes all prior or contemporaneous discussions, representations, and
304 proposals, written or oral, with respect to the subject matters discussed
305 herein, with the exception of the non-disclosure agreement executed by the
306 parties in connection with this Agreement ("Non-Disclosure Agreement"), if any,
307 shall be subject to Section 12. No modification of this Agreement shall be
308 effective unless contained in a writing executed by an authorized representative
309 of each party. No term or condition contained in Licensee's purchase order
310 shall apply unless expressly accepted by Digia in writing. If any provision of
311 the Agreement is found void or unenforceable, the remainder shall remain valid
312 and enforceable according to its terms. If any remedy provided is determined to
313 have failed for its essential purpose, all limitations of liability and
314 exclusions of damages set forth in this Agreement shall remain in effect.
315
316 12.6 Force Majeure
317 Neither party shall be liable to the other for any delay or non-performance of
318 its obligations hereunder other than the obligation of paying the license fees
319 in the event and to the extent that such delay or non-performance is due to an
320 event of Force Majeure (as defined below). If any event of Force Majeure
321 results in a delay or non-performance of a party for a period of three (3)
322 months or longer, then either party shall have the right to terminate this
323 Agreement with immediate effect without any liability (except for the
324 obligations of payment arising prior to the event of Force Majeure) towards the
325 other party. A "Force Majeure" event shall mean an act of God, terrorist attack
326 or other catastrophic event of nature that prevents either party for fulfilling
327 its obligations under this Agreement.
328
329 12.7 Notices
330 Any notice given by one party to the other shall be deemed properly given and
331 deemed received if specifically acknowledged by the receiving party in writing
332 or when successfully delivered to the recipient by hand, fax, or special courier
333 during normal business hours on a business day to the addresses specified below.
334 Each communication and document made or delivered by one party to the other
335 party pursuant to this Agreement shall be in the English language or accompanied
336 by a translation thereof.
337
338 Notices to Digia shall be given to:
339 Digia Finland Ltd
340 Attn: Qt Commercial
341 Valimotie 21
342 FI-00380 Helsinki
343 Finland
344 Fax: +358 10 313 3700
345
346 12.8 Export Control
347 Licensee acknowledges that Qt Commercial Creator may be subject to export
348 control restrictions of various countries. Licensee shall fully comply with all
349 applicable export license restrictions and requirements as well as with all laws
350 and regulations relating to the importation of Qt Commercial Creator and shall
351 procure all necessary governmental authorizations, including without limitation,
352 all necessary licenses, approvals, permissions or consents, where necessary for
353 the re-exportation of Qt Commercial Creator.
354
355 12.9 Governing Law and Legal Venue
356 This Agreement shall be construed and interpreted in accordance with the laws of
357 Finland, excluding its choice of law provisions. Any disputes, controversy or
358 claim arising out of or relating to this Agreement, or the breach, termination
359 or validity thereof shall be shall be finally settled by arbitration in
360 accordance with the Arbitration Rules of the Central Chamber of Commerce of
361 Finland. The arbitration tribunal shall consist of one (1), or if either Party
362 so requires, of three (3), arbitrators. The award shall be final and binding
363 and enforceable in any court of competent jurisdiction. The arbitration shall
364 be held in Helsinki, Finland and the process shall be conducted in the English
365 language.
366
367 12.10 No Implied License
368 There are no implied licenses or other implied rights granted under this
369 Agreement, and all rights, save for those expressly granted hereunder, shall
370 remain with Digia and its licensors. In addition, no licenses or immunities are
371 granted to the combination of Qt Commercial Creator with any other software or
372 hardware not delivered by Digia under this Agreement.
373
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@@ -0,0 +1,397
1 Qt COMMERCIAL CREATOR LICENSE AGREEMENT
2 Agreement version 1.4
3
4 This Qt Commercial Creator License Agreement ("Agreement") is a legal agreement
5 between Digia USA, Inc. ("Digia") with its registered office at 32 W.
6 Loockerman Street, Suite 201, City of Dover, County of Kent, Delaware 19904,
7 U.S.A., and you (either an individual or a legal entity) ("Licensee") for Qt
8 Creator (as defined below).
9
10 1. Definitions
11 "Affiliate" of a Party shall mean an entity (i) which is directly or indirectly
12 controlling such Party; (ii) which is under the same direct or indirect
13 ownership or control as such Party; or (iii) which is directly or indirectly
14 owned or controlled by such Party. For these purposes, an entity shall be
15 treated as being controlled by another if that other entity has fifty percent
16 (50 %) or more of the votes in such entity, is able to direct its affairs and/or
17 to control the composition of its board of directors or equivalent body.
18
19 "Applications" shall mean Licensee's software products created using Qt
20 Commercial Creator and either (i) Digia Qt Commercial software products, or (ii)
21 third party software products.
22
23 "Qt Commercial Creator" shall mean the cross-platform integrated development
24 environment (IDE) that is delivered to Licensee by Digia under this Agreement
25 and designed to assist with development using Digia Qt Commercial software
26 products or other third party software products. "Designated User(s)" shall mean
27 the employee(s) of Licensee acting within the scope of their employment or
28 Licensee's consultant(s) or contractor(s) acting within the scope of their
29 services for Licensee and on behalf of Licensee for whom Licensee has purchased
30 Digia Qt Commercial software licenses. "Initial Term" shall mean the period of
31 time one (1) year from the later of (a) the Effective Date; or (b) the date Qt
32 Commercial Creator was initially delivered to Licensee by Digia. If no specific
33 Effective Date is set forth in the Agreement, the Effective Date shall be deemed
34 to be the date the Solution was initially delivered to Licensee.
35
36 "Digia Qt Commercial" shall mean the Qt computer software, "online" or
37 electronic documentation, associated media and printed materials, including the
38 source code, example programs and the documentation delivered by Digia to
39 Licensee for the platforms supported by Qt Commercial Creator. "Party or
40 Parties" shall mean Licensee and/or Digia.
41
42 "Redistributables" shall mean the object code of the Digia Qt Commercial
43 software products that may be distributed with or as part of Applications as
44 specified in the Digia Qt Commercial software license agreement.
45
46 "Support" shall mean standard email based developer support that is provided by
47 Digia to assist eligible Designated Users in using Qt Commercial Creator in
48 accordance with its established support procedures listed at:
49 http://qt.digia.com/files/pdf/licenses/qt-commercial-standard-support-terms-and-conditions.pdf
50 "Updates" shall mean a release or version of Qt Commercial Creator containing
51 enhancement, new features, bug fixes, error corrections and other changes that
52 are generally made available to users of Qt Commercial Creator that have
53 contracted for maintenance and support.
54
55 2. Ownership
56 Qt Commercial Creator and Digia Qt Commercial software products are protected by
57 copyright laws and international copyright treaties, as well as other
58 intellectual property laws and treaties. Qt Commercial Creator is licensed, not
59 sold.
60
61 To the extent Licensee submits bug fixes or error corrections, including
62 information related thereto, Licensee hereby grants to Digia a sublicensable,
63 irrevocable, perpetual, worldwide, non-exclusive, royalty-free and fully paid-up
64 copyright and trade secret license to reproduce, adapt, translate, modify, and
65 prepare derivative works of, publicly display, publicly perform, sublicense,
66 make available and distribute error corrections and bug fixes, including
67 derivative works thereof. To the extent any rights do not automatically vest in
68 Digia, Licensee assigns, and shall ensure that all of its Affiliates, agents,
69 subcontractors and employees assign, all such rights to Digia. All Nokia�s,
70 Digia's and its licensors' trademarks, service marks, trade names, logos or
71 other words or symbols are and shall remain the exclusive property of Nokia,
72 Digia or its licensors respectively.
73
74 3. Validity of the Agreement
75 By installing, copying, or otherwise using Qt Commercial Creator, Licensee
76 agrees to be bound by the terms of this Agreement. If Licensee does not agree
77 to the terms of this Agreement, Licensee may not install, copy, or otherwise use
78 Qt Commercial Creator.
79
80 In addition, by installing, copying, or otherwise using any Updates or other
81 components of Qt Commercial Creator that Licensee receives separately as part of
82 Qt Commercial Creator, Licensee agrees to be bound by any additional license
83 terms that accompany such Updates, if any. If Licensee does not agree to the
84 additional license terms that accompany such Updates, Licensee may not install,
85 copy, or otherwise use such Updates.
86
87 Upon Licensee's acceptance of the terms and conditions of this Agreement, Digia
88 grants Licensee the right to use Qt Commercial Creator in the manner provided
89 below.
90
91 4. Licenses
92 4.1 Using, modifying and copying
93 Digia grants to Licensee a non-exclusive, non-transferable, perpetual license to
94 use and copy Qt Commercial Creator for the Designated User(s) for whom Licensee
95 has purchased Digia Qt Commercial software licenses. Such use shall be for the
96 sole purposes of designing, developing and testing Applications. Licensee may
97 install copies of Qt Commercial Creator on an unlimited number of computers
98 provided that only the Designated Users use Qt Commercial Creator. Licensee may
99 at any time designate another Designated User to replace a then-current
100 Designated User by notifying Digia, provided that a) the then-current Designated
101 User has not been designated as a replacement during the last six (6) months;
102 and b) there is no more than the specified number of Designated Users at any
103 given time.
104
105 4.2 Distribution
106 Licensee may distribute unmodified versions of Qt Commercial Creator in object
107 code form. The distribution of the Digia Qt Commercial software-based
108 Applications and Redistributables shall be governed by the applicable Digia Qt
109 Commercial software license agreement between Licensee and Digia. The
110 distribution of Applications that do not contain Digia Qt Commercial software or
111 Redistributables shall be governed by the terms and conditions contained in such
112 third party software licenses and are not covered by this Agreement.
113
114 Except as set forth herein, Licensee shall not transfer, assign or otherwise
115 dispose of Qt Commercial Creator.
116
117 4.3 Further Requirements
118 The licenses granted in this Section 4 by Digia to Licensee are subject to
119 Licensee's compliance with Section 7 of this Agreement.
120
121 5. Verification
122 Digia or a certified auditor on Digia's behalf, may, upon its reasonable request
123 and at its expense, audit Licensee with respect to the use of Qt Commercial
124 Creator. Such audit may be conducted by mail, electronic means or through an
125 in-person visit to Licensee's place of business. Any such in-person audit shall
126 be conducted during regular business hours at Licensee's facilities and shall
127 not unreasonably interfere with Licensee's business activities. Digia shall not
128 remove, copy, or redistribute any electronic material during the course of an
129 audit. If an audit reveals that Licensee is using Qt Commercial Creator in a
130 way that is in material violation of the terms of the Agreement, then Licensee
131 shall pay Digia's reasonable costs of conducting the audit. In the case of a
132 material violation, Licensee agrees to pay Digia any amounts owing that are
133 attributable to the unauthorized use. In the alternative, Digia reserves the
134 right, at Digia's sole option, to terminate the licenses for Qt Commercial
135 Creator.
136
137 6. Third Party Software
138 Qt Commercial Creator may provide links to third party libraries or code
139 (collectively "Third Party Software") to implement various functions. Third
140 Party Software does not comprise part of Qt Commercial Creator. In some cases,
141 access to Third Party Software may be included along with the Qt Commercial
142 Creator delivery as a convenience for development and testing only. Such source
143 code and libraries may be listed in the ".../src/3rdparty" source tree delivered
144 with Qt Commercial Creator (if applicable) or documented in Qt Commercial
145 Creator where the Third Party Software is used, as may be amended from time to
146 time, do not comprise part of Qt Commercial Creator. Licensee acknowledges (1)
147 that some part of Third Party Software may require additional licensing of
148 copyright and patents from the owners of such, and (2) that distribution of any
149 of Qt Commercial Creator referencing any portion of a Third Party Software may
150 require appropriate licensing from such third parties.
151
152 7. Additional Conditions
153 The licenses rights granted in this Agreement are subject to all of the
154 following conditions: (i) Licensee may not remove or alter any copyright,
155 trademark or other proprietary rights notice contained in any portion of Qt
156 Commercial Creator; (ii) Licensee shall indemnify and hold Digia, its
157 Affiliates, contractors, and its suppliers, harmless from and against any claims
158 or liabilities arising out of the use, reproduction or distribution of
159 Applications created with the assistance of Qt Commercial Creator; (iii)
160 Applications must be developed using a licensed, registered copy of Qt
161 Commercial Creator and the relevant Qt Software product; and (iv) Licensee may
162 not use Digia's or any of its suppliers' names, logos, or trademarks under this
163 Agreement.
164
165 NOTE: The Open Source Editions of Qt products and the Qt, Qtopia and Qt Extended
166 versions previously licensed by Trolltech (collectively referred to as
167 "Products") are licensed under the terms of the GNU Lesser General Public
168 License version 2.1 ("LGPL") and the GNU General Public License versions 2.0 and
169 3.0 ("GPL") (as applicable) and not under this Agreement. If Licensee, or
170 another third party, has, at any time, developed all (or any portions of) the
171 Application(s) using a version of one of these Products licensed under the LGPL
172 or the GPL, Licensee may not combine such development work with the Licensed
173 Software and must license such Application(s) (or any portions derived there
174 from) under the terms of the GNU Lesser General Public License version 2.1 (Qt
175 only) or GNU General Public License version 2.0 (Qt, Qtopia and Qt Extended) or
176 version 3 (Qt only) copies of which are located at
177 http://www.gnu.org/licenses/old-licenses/lgpl-2.1.html,
178 http://www.fsf.org/licensing/licenses/info/GPLv2.html, and
179 http://www.gnu.org/copyleft/gpl.html .
180
181 8. Limited Warranty and Warranty Disclaimer
182 Digia hereby represents and warrants with respect to Qt Commercial Creator that
183 it has the power and authority to grant the rights and licenses granted to
184 Licensee under this Agreement. Except as set forth above, Qt Commercial Creator
185 is licensed to Licensee "as is". To the maximum extent permitted by applicable
186 law, Digia on behalf of itself and its suppliers, disclaims all warranties and
187 conditions, either express or implied, including, but not limited to, implied
188 warranties of merchantability, fitness for a particular purpose, title and
189 non-infringement with regard to Qt Commercial Creator.
190
191 9. Limitation of Liability
192 If, Digia's warranty disclaimer notwithstanding, Digia is held liable to
193 Licensee, whether in contract, tort or any other legal theory, based on Qt
194 Commercial Creator, Digia's entire liability to Licensee and Licensee's
195 exclusive remedy shall be, at Digia's option, either (A) return of the price
196 Licensee paid for Qt Commercial Creator, or (B) repair or replacement of Qt
197 Commercial Creator, provided Licensee returns to Digia all copies of Qt
198 Commercial Creator as originally delivered to Licensee. Digia shall not under
199 any circumstances be liable to Licensee based on failure of Qt Commercial
200 Creator if the failure resulted from accident, abuse or misapplication, nor
201 shall Digia under any circumstances be liable for special damages, punitive or
202 exemplary damages, damages for loss of profits or interruption of business or
203 for loss or corruption of data. Any award of damages from Digia to Licensee
204 shall not exceed the total amount Licensee has paid to Digia in connection with
205 this Agreement.
206
207 10. Support
208 Support will be made available by Digia to Licensee under the Digia Qt
209 Commercial software license agreement executed between Digia and Licensee, if
210 any. The scope of such support, if any, shall be limited to supported platforms
211 and shall be subject to the support policies and procedures which may be changed
212 from time to time. Following the Initial Term, Digia shall no longer make Qt
213 Commercial Creator available to Licensee unless Licensee purchases additional
214 Support and Updates.
215
216 Licensee may purchase additional Support and Updates following the Initial Term
217 at Digia's terms and conditions applicable at the time of renewal.
218
219 11. Confidentiality
220 Each party acknowledges that during the Initial Term of this Agreement it shall
221 have access to information about the other party's business, business methods,
222 business plans, customers, business relations, technology, and other
223 information, including the terms of this Agreement, that is confidential and of
224 great value to the other party, and the value of which would be significantly
225 reduced if disclosed to third parties (the "Confidential Information").
226 Accordingly, when a party (the "Receiving Party") receives Confidential
227 Information from another party (the "Disclosing Party"), the Receiving Party
228 shall, and shall obligate its employees and agents and employees and agents of
229 its affiliates to: (i) maintain the Confidential Information in strict
230 confidence; (ii) not disclose the Confidential Information to a third party
231 without the Disclosing Party's prior written approval; and (iii) not, directly
232 or indirectly, use the Confidential Information for any purpose other than for
233 exercising its rights and fulfilling its responsibilities pursuant to this
234 Agreement. Each party shall take reasonable measures to protect the
235 Confidential Information of the other party, which measures shall not be less
236 than the measures taken by such party to protect its own confidential and
237 proprietary information.
238
239 "Confidential Information" shall not include information that (a) is or becomes
240 generally known to the public through no act or omission of the Receiving Party;
241 (b) was in the Receiving Party's lawful possession prior to the disclosure
242 hereunder and was not subject to limitations on disclosure or use; (c) is
243 developed by employees of the Receiving Party or other persons working for the
244 Receiving Party who have not had access to the Confidential Information of the
245 Disclosing Party, as proven by the written records of the Receiving Party or by
246 persons who have not had access to the Confidential Information of the
247 Disclosing Party as proven by the written records of the Receiving Party; (d) is
248 lawfully disclosed to the Receiving Party without restrictions, by a third party
249 not under an obligation of confidentiality; or (e) the Receiving Party is
250 legally compelled to disclose the information, in which case the Receiving Party
251 shall assert the privileged and confidential nature of the information and
252 cooperate fully with the Disclosing Party to protect against and prevent
253 disclosure of any Confidential Information and to limit the scope of disclosure
254 and the dissemination of disclosed Confidential Information by all legally
255 available means.
256
257 The obligations of the Receiving Party under this Section shall continue during
258 the Initial Term and for a period of five (5) years after expiration or
259 termination of this Agreement. To the extent that the terms of the
260 Non-Disclosure Agreement between Digia and Licensee conflict with the terms of
261 this Section 11, this Section 11 shall be controlling over the terms of the
262 Non-Disclosure Agreement.
263
264 12. General Provisions
265 12.1 Marketing
266 Digia may include Licensee's company name and logo in a publicly available list
267 of Digia customers and in its public communications.
268
269 12.2 No Assignment
270 Licensee shall not be entitled to assign or transfer all or any of its rights,
271 benefits and obligations under this Agreement without the prior written consent
272 of Digia, which shall not be unreasonably withheld. Digia shall be entitled to
273 assign or transfer any of its rights, benefits or obligations under this
274 Agreement on an unrestricted basis.
275
276 12.3 Termination
277 Digia may terminate the Agreement at any time immediately upon written notice by
278 Digia to Licensee if Licensee breaches this Agreement.
279
280 Either party shall have the right to terminate this Agreement immediately upon
281 written notice in the event that the other party becomes insolvent, files for
282 any form of bankruptcy, makes any assignment for the benefit of creditors, has a
283 receiver, administrative receiver or officer appointed over the whole or a
284 substantial part of its assets, ceases to conduct business, or an act equivalent
285 to any of the above occurs under the laws of the jurisdiction of the other
286 party.
287
288 Upon termination of this Agreement, Licensee shall return to Digia all copies of
289 Qt Commercial Creator that were supplied by Digia. All other copies of Qt
290 Commercial Creator in the possession or control of Licensee must be erased or
291 destroyed. An officer of Licensee must promptly deliver to Digia a written
292 confirmation that this has occurred.
293
294 12.4 Surviving Sections
295 Any terms and conditions that by their nature or otherwise reasonably should
296 survive a cancellation or termination of this Agreement shall also be deemed to
297 survive. Such terms and conditions include, but are not limited to the
298 following Sections: 2, 4.1, 5, 6, 7(ii), 9, 11, 12.5, 12.8, 12.9 and 12.10 of
299 this Agreement. Notwithstanding the foregoing, Section 4.1 shall not survive if
300 the Agreement is terminated for material breach.
301
302 12.5 Entire Agreement
303 This Agreement constitutes the complete agreement between the parties and
304 supersedes all prior or contemporaneous discussions, representations, and
305 proposals, written or oral, with respect to the subject matters discussed
306 herein, with the exception of the non-disclosure agreement executed by the
307 parties in connection with this Agreement ("Non-Disclosure Agreement"), if any,
308 shall be subject to Section 12. No modification of this Agreement shall be
309 effective unless contained in a writing executed by an authorized representative
310 of each party. No term or condition contained in Licensee's purchase order
311 shall apply unless expressly accepted by Digia in writing. If any provision of
312 the Agreement is found void or unenforceable, the remainder shall remain valid
313 and enforceable according to its terms. If any remedy provided is determined to
314 have failed for its essential purpose, all limitations of liability and
315 exclusions of damages set forth in this Agreement shall remain in effect.
316
317 12.6 Force Majeure
318 Neither party shall be liable to the other for any delay or non-performance of
319 its obligations hereunder other than the obligation of paying the license fees
320 in the event and to the extent that such delay or non-performance is due to an
321 event of Force Majeure (as defined below). If any event of Force Majeure
322 results in a delay or non-performance of a party for a period of three (3)
323 months or longer, then either party shall have the right to terminate this
324 Agreement with immediate effect without any liability (except for the
325 obligations of payment arising prior to the event of Force Majeure) towards the
326 other party. A "Force Majeure" event shall mean an act of God, terrorist attack
327 or other catastrophic event of nature that prevents either party for fulfilling
328 its obligations under this Agreement.
329
330 12.7 Notices
331 Any notice given by one party to the other shall be deemed properly given and
332 deemed received if specifically acknowledged by the receiving party in writing
333 or when successfully delivered to the recipient by hand, fax, or special courier
334 during normal business hours on a business day to the addresses specified below.
335 Each communication and document made or delivered by one party to the other
336 party pursuant to this Agreement shall be in the English language or accompanied
337 by a translation thereof.
338
339 Notices to Digia shall be given to:
340 Digia USA Inc
341 Suite 203
342 2880 Zanker Road
343 San Jose
344 CA 95134
345 U.S.A
346 Fax. + 1 408 433 9360
347
348 12.8 Export Control
349 Licensee acknowledges that Qt Commercial Creator may be subject to export
350 control restrictions of various countries. Licensee shall fully comply with all
351 applicable export license restrictions and requirements as well as with all laws
352 and regulations relating to the importation of Qt Commercial Creator and shall
353 procure all necessary governmental authorizations, including without limitation,
354 all necessary licenses, approvals, permissions or consents, where necessary for
355 the re-exportation of Qt Commercial Creator.
356
357 12.9 Governing Law and Legal Venue
358 This Agreement shall be governed by and construed in accordance with the federal
359 laws of the United States of America and the internal laws of the State of New
360 York without given effect to any choice of law rule that would result in the
361 application of the laws of any other jurisdiction. The United Nations
362 Convention on Contracts for the International Sale of Goods (CISG) shall not
363 apply. Each Party (a) hereby irrevocably submits itself to and consents to the
364 jurisdiction of the United States District Court for the Southern District of
365 New York (or if such court lacks jurisdiction, the state courts of the State of
366 New York) for the purposes of any action, claim, suit or proceeding between the
367 Parties in connection with any controversy, claim, or dispute arising out of or
368 relating to this Agreement; and (b) hereby waives, and agrees not to assert by
369 way of motion, as a defense or otherwise, in any such action, claim, suit or
370 proceeding, any claim that is not personally subject to the jurisdiction of such
371 court(s), that the action, claim, suit or proceeding is brought in an
372 inconvenient forum or that the venue of the action, claim, suit or proceeding is
373 improper. Notwithstanding the foregoing, nothing in this Section 12.9 is
374 intended to, or shall be deemed to, constitute a submission or consent to, or
375 selection of, jurisdiction, forum or venue for any action for patent
376 infringement, whether or not such action relates to this Agreement.
377
378 12.10 No Implied License
379 There are no implied licenses or other implied rights granted under this
380 Agreement, and all rights, save for those expressly granted hereunder, shall
381 remain with Digia and its licensors. In addition, no licenses or immunities are
382 granted to the combination of Qt Commercial Creator with any other software or
383 hardware not delivered by Digia under this Agreement.
384
385 12.11 Government End Users
386 A "U.S. Government End User" shall mean any agency or entity of the government
387 of the United States. The following shall apply if Licensee is a U.S.
388 Government End User. The Licensed Software is a commercial item," as that term
389 is defined in 48 C.F.R. 2.101 (Oct. 1995), consisting of "commercial computer
390 software" and "commercial computer software documentation," as such terms are
391 used in 48 C.F.R. 12.212 (Sept. 1995). Consistent with 48 C.F.R. 12.212 and 48
392 C.F.R. 227.7202-1 through 227.7202-4 (June 1995), all U.S. Government End Users
393 acquire the Licensed Software with only those rights set forth herein. The
394 Licensed Software (including related documentation) is provided to U.S.
395 Government End Users: (a) only as a commercial end item; and (b) only pursuant
396 to this Agreement.
397
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@@ -11,18 +11,18 Directory structure:
11 src/
11 src/
12 Source code of the Qt Commercial Charts
12 Source code of the Qt Commercial Charts
13 qmlplugin/
13 qmlplugin/
14 QML bindings for the charts
14 QML bindings for the charts
15 examples/
15 examples/
16 Some examples of using Qt Commercial Charts
16 Some examples of using Qt Commercial Charts
17 demos/
17 demos/
18 More versatile example applications showing how to customize charts,
18 More versatile example applications showing how to customize charts,
19 combine several chart types and implement interaction in charts
19 combine several chart types and implement interaction in charts
20 doc/
20 doc/
21 Documentation
21 Documentation
22 Licensing/
22 Licensing/
23 Licensing infromation
23 Licensing infromation
24
24
25
25
26 Building
26 Building
27 ========
27 ========
28
28
@@ -44,18 +44,18 KNOWN ISSUES
44 - General
44 - General
45 * The preview version of Qt Commercial Charts is still under development
45 * The preview version of Qt Commercial Charts is still under development
46 and thus should not be used in e.g. product development
46 and thus should not be used in e.g. product development
47 * The Charts API might change between the Preview and first official release
47 * The Charts API might change between the Preview and first official release
48 * Some areas will be refactored before the first official release
48 * Some areas will be refactored before the first official release
49 * Qt Designer plugin is missing
49 * Qt Designer plugin is missing
50
50
51 - QML Bindings
51 - QML Bindings
52 * The QML Bindings are still under development and to be concidered as early preview
52 * The QML Bindings are still under development and to be concidered as early preview
53
53
54 - Model based
54 - Model based
55
55
56 - Bar Chart
56 - Bar Chart
57
57
58 - Pie Chart
58 - Pie Chart
59 * Slice labels drawn on top of the label arm
59 * Slice labels drawn on top of the label arm
60
60
61 - Line Chart
61 - Line Chart
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