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QT COMMERCIAL ALL OPERATING SYSTEMS DEVELOPER LICENSE AGREEMENT
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Agreement version 1.3.1
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This Qt Commercial All Operating Systems Developer License Agreement
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("Agreement") is a legal agreement between Digia Finland Ltd ("Digia") with its
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registered office at Valimotie 21, FI-00380 Helsinki, Finland, and you (either
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an individual or a legal entity) ("Licensee") for the Licensed Software (as
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defined below).
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1. DEFINITIONS
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"Affiliate" of a Party shall mean an entity (i) which is directly or indirectly
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controlling such Party; (ii) which is under the same direct or indirect
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ownership or control as such Party; or (iii) which is directly or indirectly
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owned or controlled by such Party. For these purposes, an entity shall be
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treated as being controlled by another if that other entity has fifty percent
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(50 %) or more of the votes in such entity, is able to direct its affairs and/or
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to control the composition of its board of directors or equivalent body.
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"Applications" shall mean Licensee's software products created using the
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Licensed Software which may include portions of the Licensed Software.
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"Deployment Platforms" shall mean the Embedded Linux and Windows(R) CE operating
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system(s).
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"Designated User(s)" shall mean the employee(s) of Licensee acting within the
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scope of their employment or Licensee's consultant(s) or contractor(s) acting
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within the scope of their services for Licensee and on behalf of Licensee.
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"Initial Term" shall mean the period of time one (1) year from the later of (a)
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the Effective Date; or (b) the date the Licensed Software was initially
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delivered to Licensee by Digia. If no specific Effective Date is set forth in
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the Agreement, the Effective Date shall be deemed to be the date the Licensed
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Software was initially delivered to Licensee.
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"License Certificate" shall mean the document accompanying the Licensed Software
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which specifies the modules which are licensed under the Agreement, Platforms
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and Designated Users.
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"Licensed Software" shall mean the computer software, "online" or electronic
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documentation, associated media and printed materials, including the source
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code, example programs and the documentation delivered by Digia to Licensee in
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conjunction with this Agreement. Licensed Software does not include Third Party
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Software (as defined in Section 7).
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"Modified Software" shall mean modifications made to the Licensed Software by
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Licensee.
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"Party or Parties" shall mean Licensee and/or Digia.
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"Platforms" shall mean the operating system(s) listed in the License
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Certificate.
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"Redistributables" shall mean the portions of the Licensed Software set forth in
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Appendix 1, Section 1 that may be distributed with or as part of Applications in
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object code form.
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"Support" shall mean standard developer support that is provided by Digia to
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assist eligible Designated Users in using the Licensed Software in accordance
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with its established standard support procedures listed at: http://qt.digia.com.
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"Updates" shall mean a release or version of the Licensed Software containing
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enhancements, new features, bug fixes, error corrections and other changes that
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are generally made available to users of the Licensed Software that have
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contracted for maintenance and support.
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2. OWNERSHIP
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The Licensed Software is protected by copyright laws and international copyright
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treaties, as well as other intellectual property laws and treaties. The
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Licensed Software is licensed, not sold.
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To the extent Licensee submits bug fixes or error corrections, including
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information related thereto, Licensee hereby grants to Digia a sublicensable,
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irrevocable, perpetual, worldwide, non-exclusive, royalty-free and fully paid-up
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copyright and trade secret license to reproduce, adapt, translate, modify, and
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prepare derivative works of, publicly display, publicly perform, sublicense,
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make available and distribute error corrections and bug fixes, including
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derivative works thereof. All Digia's and/or its licensors' trademarks, service
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marks, trade names, logos or other words or symbols are and shall remain the
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exclusive property of Digia or its licensors respectively.
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3. MODULES
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Some of the files in the Licensed Software have been grouped into modules.
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These files contain specific notices defining the module of which they are a
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part. The modules licensed to Licensee are specified in the License Certificate
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accompanying the Licensed Software. The terms of the License Certificate are
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considered part of the Agreement. In the event of inconsistency or conflict
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between the language of this Agreement and the License Certificate, the
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provisions of this Agreement shall govern.
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4. VALIDITY OF THE AGREEMENT
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By installing, copying, or otherwise using the Licensed Software, Licensee
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agrees to be bound by the terms of this Agreement. If Licensee does not agree
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to the terms of this Agreement, Licensee should not install, copy, or otherwise
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use the Licensed Software. In addition, by installing, copying, or otherwise
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using any Updates or other components of the Licensed Software that Licensee
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receives separately as part of the Licensed Software, Licensee agrees to be
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bound by any additional license terms that accompany such Updates, if any. If
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Licensee does not agree to the additional license terms that accompany such
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Updates, Licensee should not install, copy, or otherwise use such Updates.
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Upon Licensee's acceptance of the terms and conditions of this Agreement, Digia
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grants Licensee the right to use the Licensed Software in the manner provided
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below.
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5. LICENSES
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5.1 Using, Modifying and Copying
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Digia grants to Licensee a non-exclusive, non-transferable, perpetual license to
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use, modify and copy the Licensed Software for Designated Users specified in the
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License Certificate for the sole purposes of:
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(i) designing, developing, and testing Application(s);
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(ii) modifying the Licensed Software as limited by section 8 below; and
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(iii) compiling the Licensed Software and/or Modified Software source code into
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object code.
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Licensee may install copies of the Licensed Software on an unlimited number of
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computers provided that only the Designated Users use the Licensed Software.
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Licensee may at any time designate another Designated User to replace a
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then-current Designated User by notifying Digia, provided that a) the
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then-current Designated User has not been designated as a replacement during the
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last six (6) months; and b) there is no more than the specified number of
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Designated Users at any given time.
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5.2 Limited Redistribution
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a) Digia grants Licensee a non-exclusive, royalty-free right to reproduce and
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distribute the object code form of Redistributables (listed in Appendix 1,
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Section 1) for execution on the specified Platforms, excluding the Deployment
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Platforms. Copies of Redistributables may only be distributed with and for the
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sole purpose of executing Applications permitted under this Agreement that
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Licensee has created using the Licensed Software. Under no circumstances may
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any copies of Redistributables be distributed separately. This Agreement does
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not give Licensee any rights to distribute any of the parts of the Licensed
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Software listed in Appendix 1, Section 2, neither as a whole nor as parts or
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snippets of code.
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b) Licensee may not distribute, transfer, assign or otherwise dispose of
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Applications and/or Redistributables, in binary/compiled form, or in any other
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form, if such action is part of a joint software and hardware distribution,
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except as provided by a separate runtime distribution license with Digia or one
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of its authorized distributors. A joint hardware and software distribution
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shall be defined as either:
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(i) distribution of a hardware device where, in its final end user
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configuration, the main user interface of the device is provided by
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Application(s) created by Licensee or others, using a commercial version of a Qt
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Commercial or Qt Commercial-based product, and depends on the Licensed Software
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or an open source version of any Qt Commercial or Qt Commercial-based software
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product; or
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(ii) distribution of the Licensed Software with a device designed to facilitate
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the installation of the Licensed Software onto the same device where the main
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user interface of such device is provided by Application(s) created by Licensee
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or others, using a commercial version of a Qt Commercial or Qt Commercial-based
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product, and depends on the Licensed Software.
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c) Licensee's distribution of Licensed Software and/or Modified Software or
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Application(s) on Deployment Platforms requires a separate distribution license
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from Digia. Notwithstanding the above limitation, Licensee may distribute the
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Application(s) in binary/compiled form onto devices running Windows CE provided
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the core functionality of the device does not depend on the Application(s).
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5.3 Further Requirements
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The Licensee is prohibited for using the Licensed Software for development of
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mobile phones, telecommunications devices or tablet devices focused at end-user
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consumers. The licenses granted in this Section 5 by Digia to Licensee are
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subject to Licensee's compliance with Section 8 of this Agreement.
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6. VERIFICATION
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Digia or a certified auditor on Digia's behalf, may, upon its reasonable request
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and at its expense, audit Licensee with respect to the use of the Licensed
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Software. Such audit may be conducted by mail, electronic means or through an
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in-person visit to Licensee's place of business. Any such in-person audit shall
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be conducted during regular business hours at Licensee's facilities and shall
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not unreasonably interfere with Licensee's business activities. Digia will not
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remove, copy, or redistribute any electronic material during the course of an
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audit. If an audit reveals that Licensee is using the Licensed Software in a
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way that is in material violation of the terms of the Agreement, then Licensee
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shall pay Digia's reasonable costs of conducting the audit. In the case of a
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material violation, Licensee agrees to pay Digia any amounts owing that are
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attributable to the unauthorized use. In the alternative, Digia reserves the
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right, at Digia's sole option, to terminate the licenses for the Licensed
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Software.
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7. THIRD PARTY SOFTWARE
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The Licensed Software may provide links to third party libraries or code
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(collectively "Third Party Software") to implement various functions. Third
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Party Software does not comprise part of the Licensed Software. In some cases,
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access to Third Party Software may be included along with the Licensed Software
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delivery as a convenience for development and testing only. Such source code
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and libraries may be listed in the ".../src/3rdparty" source tree delivered with
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the Licensed Software or documented in the Licensed Software where the Third
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Party Software is used, as may be amended from time to time, do not comprise the
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Licensed Software. Licensee acknowledges (i) that some part of Third Party
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Software may require additional licensing of copyright and patents from the
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owners of such, and (ii) that distribution of any of the Licensed Software
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referencing any portion of a Third Party Software may require appropriate
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licensing from such third parties.
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8. CONDITIONS FOR CREATING APPLICATIONS
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The licenses granted in this Agreement for Licensee to create, modify and
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distribute Applications is subject to all of the following conditions: (i) all
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copies of the Applications Licensee creates must bear a valid copyright notice
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either Licensee's own or the copyright notice that appears on the Licensed
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Software; (ii) Licensee may not remove or alter any copyright, trademark or
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other proprietary rights notice contained in any portion of the Licensed
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Software including but not limited to the About Boxes; (iii) Licensee will
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indemnify and hold Digia, its Affiliates, contractors, and its suppliers,
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harmless from and against any claims or liabilities arising out of the use,
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reproduction or distribution of Applications; (iv) Applications must be
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developed using a licensed, registered copy of the Licensed Software; (v)
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Applications must add primary and substantial functionality to the Licensed
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Software; (vi) Applications may not pass on functionality which in any way makes
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it possible for others to create software with the Licensed Software; however
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Licensee may use the Licensed Software's scripting and QML ("Qt Quick")
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functionality solely in order to enable scripting, themes and styles that
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augment the functionality and appearance of the Application(s) without adding
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primary and substantial functionality to the Application(s); (vii) Licensee may
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create Modified Software that breaks the source or binary compatibility with the
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Licensed Software. This includes, but is not limited to, changing the
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application programming interfaces ("API") by adding, changing or deleting any
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variable, method, or class signature in the Licensed Software, the inter-process
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QCop specification, and/or any inter-process protocols, services or standards in
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the Licensed Software libraries. To the extent that Licensee breaks source or
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binary compatibility with the Licensed Software, Licensee acknowledges that
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Digia's ability to provide Support may be prevented or limited and Licensee's
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ability to make use of Updates may be restricted; (viii) Applications may not
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compete with the Licensed Software; (ix) Licensee may not use Digia's or any of
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its suppliers' names, logos, or trademarks to market Applications, except to
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state that Licensee's Application(s) was developed using the Licensed Software.
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NOTE: The Open Source Editions of Qt products and the Qt, Qtopia and Qt Extended
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versions previously licensed by Trolltech (collectively referred to as
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"Products") are licensed under the terms of the GNU Lesser General Public
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License version 2.1 ("LGPL") and/or the GNU General Public License versions 2.0
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and 3.0 ("GPL") (as applicable) and not under this Agreement. If Licensee, or
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another third party, has, at any time, developed all (or any portions of) the
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Application(s) using a version of one of these Products licensed under the LGPL
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or the GPL, Licensee may not combine such development work with the Licensed
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Software and must license such Application(s) (or any portions derived there
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from) under the terms of the GNU Lesser General Public License version 2.1 (Qt
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only) or GNU General Public License version 2.0 (Qt, Qtopia and Qt Extended) or
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version 3 (Qt only) copies of which are located at
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http://www.gnu.org/licenses/old-licenses/lgpl-2.1.html,
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http://www.fsf.org/licensing/licenses/info/GPLv2.html, and
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http://www.gnu.org/copyleft/gpl.html.
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9. LIMITED WARRANTY AND WARRANTY DISCLAIMER
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Digia hereby represents and warrants with respect to the Licensed Software that
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it has the power and authority to grant the rights and licenses granted to
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Licensee under this Agreement. Except as set forth above, the Licensed Software
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is licensed to Licensee "as is". To the maximum extent permitted by applicable
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law, Digia on behalf of itself and its suppliers, disclaims all warranties and
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conditions, either express or implied, including, but not limited to, implied
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warranties of merchantability and fitness for a particular purpose, title and
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non-infringement with regard to the Licensed Software.
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10. LIMITATION OF LIABILITY
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If, Digia's warranty disclaimer notwithstanding, Digia is held to be liable to
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Licensee whether in contract, tort, or any other legal theory, based on the
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Licensed Software, Digia's entire liability to Licensee and Licensee's exclusive
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remedy shall be, at Digia's option, either (a) return of the price Licensee paid
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for the Licensed Software, or (b) repair or replacement of the Licensed
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Software, provided Licensee returns to Digia all copies of the Licensed Software
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as originally delivered to Licensee. Digia shall not under any circumstances be
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liable to Licensee based on failure of the Licensed Software if the failure
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resulted from accident, abuse or misapplication, nor shall Digia, under any
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circumstances, be liable for special damages, punitive or exemplary damages,
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damages for loss of profits or interruption of business or for loss or
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corruption of data. Any award of damages from Digia to Licensee shall not
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exceed the total amount Licensee has paid to Digia in connection with this
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Agreement.
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11. SUPPORT AND UPDATES
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Licensee will be eligible to receive Support and Updates during the Initial
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Term, in accordance with Digia's then current policies and procedures, if any.
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Such policies and procedures may be changed from time to time. Following the
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Initial Term, Digia shall no longer make the Licensed Software available to
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Licensee unless Licensee purchases additional Support and Updates according to
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this Section 11 below.
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Licensee may purchase additional Support and Updates following the Initial Term
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at Digia's terms and conditions applicable at the time of renewal.
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12. CONFIDENTIALITY
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Each party acknowledges that during the Initial Term of this Agreement it shall
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have access to information about the other party's business, business methods,
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business plans, customers, business relations, technology, and other
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information, including the terms of this Agreement, that is confidential and of
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great value to the other party, and the value of which would be significantly
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reduced if disclosed to third parties (the "Confidential Information").
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Accordingly, when a party (the "Receiving Party") receives Confidential
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Information from another party (the "Disclosing Party"), the Receiving Party
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shall, and shall obligate its employees and agents and employees and agents of
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its affiliates to: (i) maintain the Confidential Information in strict
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confidence; (ii) not disclose the Confidential Information to a third party
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without the Disclosing Party's prior written approval; and (iii) not, directly
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or indirectly, use the Confidential Information for any purpose other than for
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exercising its rights and fulfilling its responsibilities pursuant to this
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Agreement. Each party shall take reasonable measures to protect the
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Confidential Information of the other party, which measures shall not be less
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than the measures taken by such party to protect its own confidential and
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proprietary information.
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"Confidential Information" shall not include information that (a) is or becomes
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generally known to the public through no act or omission of the Receiving Party;
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(b) was in the Receiving Party's lawful possession prior to the disclosure
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hereunder and was not subject to limitations on disclosure or use; (c) is
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developed by employees of the Receiving Party or other persons working for the
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Receiving Party who have not had access to the Confidential Information of the
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Disclosing Party, as proven by the written records of the Receiving Party or by
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persons who have not had access to the Confidential Information of the
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Disclosing Party as proven by the written records of the Receiving Party; (d) is
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lawfully disclosed to the Receiving Party without restrictions, by a third party
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not under an obligation of confidentiality; or (e) the Receiving Party is
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legally compelled to disclose the information, in which case the Receiving Party
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shall assert the privileged and confidential nature of the information and
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cooperate fully with the Disclosing Party to protect against and prevent
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disclosure of any Confidential Information and to limit the scope of disclosure
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and the dissemination of disclosed Confidential Information by all legally
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available means.
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The obligations of the Receiving Party under this Section shall continue during
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the Initial Term and for a period of five (5) years after expiration or
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termination of this Agreement. To the extent that the terms of the
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Non-Disclosure Agreement between Digia and Licensee conflict with the terms of
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this Section 12, this Section 12 shall be controlling over the terms of the
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Non-Disclosure Agreement.
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13. GENERAL PROVISIONS
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13.1 Marketing
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Digia may include Licensee's company name and logo in a publicly available list
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of Digia customers and in its public communications.
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13.2 No Assignment
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Licensee shall not be entitled to assign or transfer all or any of its rights,
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benefits and obligations under this Agreement without the prior written consent
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of Digia, which shall not be unreasonably withheld. Digia shall be entitled to
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assign or transfer any of its rights, benefits or obligations under this
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Agreement on an unrestricted basis.
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13.3 Termination
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Digia may terminate the Agreement at any time immediately upon written notice by
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Digia to Licensee if Licensee breaches this Agreement.
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Either party shall have the right to terminate this Agreement immediately upon
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written notice in the event that the other party becomes insolvent, files for
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any form of bankruptcy, makes any assignment for the benefit of creditors, has a
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receiver, administrative receiver or officer appointed over the whole or a
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substantial part of its assets, ceases to conduct business, or an act equivalent
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to any of the above occurs under the laws of the jurisdiction of the other
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party.
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Upon termination of the Licenses, Licensee shall return to Digia all copies of
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Licensed Software that were supplied by Digia. All other copies of Licensed
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Software in the possession or control of Licensee must be erased or destroyed.
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An officer of Licensee must promptly deliver to Digia a written confirmation
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that this has occurred.
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13.4 Surviving Sections
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Any terms and conditions that by their nature or otherwise reasonably should
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survive a cancellation or termination of this Agreement shall also be deemed to
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survive. Such terms and conditions include, but are not limited to the
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following Sections 2, 5.1, 6, 7, 8(iii), 10, 12, 13.5, 13.6, 13.9, 13.10, and
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13.11 shall survive the termination of the Agreement. Notwithstanding the
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foregoing, Section 5.1 shall not survive if the Agreement is terminated for
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material breach.
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13.5 Entire Agreement
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This Agreement constitutes the complete agreement between the parties and
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supersedes all prior or contemporaneous discussions, representations, and
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proposals, written or oral, with respect to the subject matters discussed
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herein, with the exception of the non-disclosure agreement executed by the
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parties in connection with this Agreement ("Non-Disclosure Agreement"), if any,
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|
shall be subject to Section 12. No modification of this Agreement shall be
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|
effective unless contained in a writing executed by an authorized representative
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of each party. No term or condition contained in Licensee's purchase order
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shall apply unless expressly accepted by Digia in writing. If any provision of
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|
the Agreement is found void or unenforceable, the remainder shall remain valid
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|
and enforceable according to its terms. If any remedy provided is determined to
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have failed for its essential purpose, all limitations of liability and
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exclusions of damages set forth in this Agreement shall remain in effect.
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13.6 Payment and Taxes
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If credit has been extended to Licensee by Digia, all payments under this
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Agreement are due within thirty (30) days of the date Digia mails its invoice to
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Licensee. If Digia has not extended credit to Licensee, Licensee shall be
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|
required to make payment concurrent with the delivery of the Licensed Software
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|
by Digia. All amounts payable are gross amounts but exclusive of any value
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|
added tax, use tax, sales tax or similar tax. Licensee shall be entitled to
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|
withhold from payments any applicable withholding taxes and comply with all
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|
applicable tax and employment legislation. Each party shall pay all taxes
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(including, but not limited to, taxes based upon its income) or levies imposed
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|
on it under applicable laws, regulations and tax treaties as a result of this
|
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Agreement and any payments made hereunder (including those required to be
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|
withheld or deducted from payments). Each party shall furnish evidence of such
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|
paid taxes as is sufficient to enable the other party to obtain any credits
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available to it, including original withholding tax certificates.
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13.7 Force Majeure
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Neither party shall be liable to the other for any delay or non-performance of
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|
its obligations hereunder other than the obligation of paying the license fees
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in the event and to the extent that such delay or non-performance is due to an
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|
event of Force Majeure (as defined below). If any event of Force Majeure
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|
results in a delay or non-performance of a party for a period of three (3)
|
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|
months or longer, then either party shall have the right to terminate this
|
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|
Agreement with immediate effect without any liability (except for the
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|
obligations of payment arising prior to the event of Force Majeure) towards the
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other party. A "Force Majeure" event shall mean an act of God, terrorist attack
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or other catastrophic event of nature that prevents either party for fulfilling
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its obligations under this Agreement.
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13.8 Notices
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Any notice given by one party to the other shall be deemed properly given and
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|
deemed received if specifically acknowledged by the receiving party in writing
|
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|
or when successfully delivered to the recipient by hand, fax, or special courier
|
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|
during normal business hours on a business day to the addresses specified below.
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|
Each communication and document made or delivered by one party to the other
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|
party pursuant to this Agreement shall be in the English language or accompanied
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|
by a translation thereof.
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Notices to Digia shall be given to:
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Digia Finland Ltd
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Attn: Qt Commercial
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Valimotie 21
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FI-00380 Helsinki
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Finland
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Fax: +358 10 313 3700
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13.9 Export Control
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|
Licensee acknowledges that the Licensed Software may be subject to export
|
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|
control restrictions of various countries. Licensee shall fully comply with all
|
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|
applicable export license restrictions and requirements as well as with all laws
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|
and regulations relating to the importation of the Licensed Software and/or
|
|
|
Modified Software and/or Applications and shall procure all necessary
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|
|
governmental authorizations, including without limitation, all necessary
|
|
|
licenses, approvals, permissions or consents, where necessary for the
|
|
|
re-exportation of the Licensed Software, Modified Software or Applications.
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|
13.10 Governing Law and Legal Venue
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|
This Agreement shall be construed and interpreted in accordance with the laws of
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|
Finland, excluding its choice of law provisions. Any disputes, controversy or
|
|
|
claim arising out of or relating to this Agreement, or the breach, termination
|
|
|
or validity thereof shall be shall be finally settled by arbitration in
|
|
|
accordance with the Arbitration Rules of the Central Chamber of Commerce of
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|
Finland. The arbitration tribunal shall consist of one (1), or if either Party
|
|
|
so requires, of three (3), arbitrators. The award shall be final and binding
|
|
|
and enforceable in any court of competent jurisdiction. The arbitration shall
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|
be held in Helsinki, Finland and the process shall be conducted in the English
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language.
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|
13.11 No Implied License
|
|
|
There are no implied licenses or other implied rights granted under this
|
|
|
Agreement, and all rights, save for those expressly granted hereunder, shall
|
|
|
remain with Digia and its licensors. In addition, no licenses or immunities are
|
|
|
granted to the combination of the Licensed Software and/or Modified Software, as
|
|
|
applicable, with any other software or hardware not delivered by Digia under
|
|
|
this Agreement.
|
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|
|
_____________
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Appendix 1
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1. Parts of the Licensed Software that are permitted for distribution
|
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|
("Redistributables")
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|
- The Licensed Software's main and plug-in libraries in object code form
|
|
|
- The Licensed Software's configuration tool ("qtconfig")
|
|
|
- The Licensed Software's help tool in object code/executable form ("Qt
|
|
|
Assistant")
|
|
|
- The Licensed Software's internationalization tools in object code/executable
|
|
|
form ("Qt Linguist", "lupdate", "lrelease")
|
|
|
- The Licensed Software's designer tool ("Qt Designer")
|
|
|
- The Licensed Software's IDE tool ("Qt Creator")
|
|
|
- The Licensed Software's QML ("Qt Quick") launcher tool in object
|
|
|
code/executable form
|
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|
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|
|
2. Parts of the Licensed Software that are not permitted for distribution
|
|
|
include, but are not limited to
|
|
|
- The Licensed Software's source code and header files
|
|
|
- The Licensed Software's documentation
|
|
|
- The Licensed Software's tool for writing makefiles ("qmake")
|
|
|
- The Licensed Software's Meta Object Compiler ("moc")
|
|
|
- The Licensed Software's User Interface Compiler ("uic" or in the case of
|
|
|
Qt Jambi: "juic")
|
|
|
- The Licensed Software's Resource Compiler ("rcc")
|
|
|
- The Licensed Software's generator (only in the case of Qt Jambi if applicable)
|
|
|
- The Licensed Software's Qt SDK
|
|
|
QT COMMERCIAL ALL OPERATING SYSTEMS DEVELOPER LICENSE AGREEMENT
|
|
|
|
|
|
|
|
|
DIGIA FINLAND LTD | VALIMOTIE 21 | FI-00380 HELSINKI FINLAND |
|
|
|
| TEL +358 (0) 10 313 3000 | FAX +358 (0) 10 313 3700 |
|
|
|
PLACE OF REGISTERED OFFICE: HELSINKI | VAT REG. |
|
|
|
| BUSINESS ID 1091248-4 |
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|
WWW.DIGIA.COM
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