Terms & Conditions

License Agreements and Service Terms

Qt ACCOUNT SERVICE TERMS

Version 2.7

1. LEGAL VALIDITY

These Service Terms make up the agreement between you (“User”) and The Qt Company Ltd (“The Qt Company”) with respect to the use of the Qt Account, and any included individual service subject to these Service Terms.

Please, read these terms through carefully. By selecting “I accept the Service Terms”, you are deemed to accept these terms and to commit yourself to observing them. When representing a legal entity, you should ensure your due authorization to approve these terms before you select “I accept the Service Terms”. Otherwise, The Qt Company shall regard you, as the User of the Service, as personally responsible for compliance with these Service Terms.

With both The Qt Company and the User (“Parties”) agreeing to comply with these Service Terms, these Service Terms shall be deemed to enter into force when The Qt Company has informed the User of receipt and acceptance of the service order that he has made.

 

2. DEFINITIONS

“Content” refers to all information which is stored or processed through the Services. The Content includes, but is not limited, the following: software, data structures, images, audio, machine processed data, music, photographs sounds, videos or written text.

“Qt Account” means User´s account for using the Services.

“The Qt Company” refers to The Qt Company Ltd, Business ID 2637805-2, having its street address at Valimotie 21, FI-00380 Helsinki, Finland.

“Service” shall mean Qt Account service as well as any online services provided by The Qt Company.

“Subscription” shall mean all the software and services that you have ordered or paid as a bundled subscription package from The Qt Company.

“User” refers to natural person or legal entity, which is bound by these Service Terms either by their acceptance or representation.

 

3. RIGHT TO USE THE SERVICE AND THE CONTENT

The Qt Company grants to User a worldwide, non-sublicensable, non-transferable, non-exclusive, limited right to use the Services in accordance with these Service Terms. The right to use the Services is granted subject to the User strictly following these Service Terms and any other instructions that The Qt Company may have for the Services, as well as applicable pricing for the Services.

By using the Services, the User grants to the Qt Company and its suppliers operating the Services, a worldwide license to use, host, store, reproduce, modify, create derivative works, such as those resulting from translations, adaptations or other changes made so that the User´s Content works better with the Services, to communicate, publish, publicly perform, publicly display and distribute the Content. The rights the User grants hereby are for the limited purpose of operating, promoting, and improving Services, and to develop new services. This license continues even if you stop using the Services. The Qt Company kindly reminds the User (i) to make sure that the User has the necessary rights to grant this license for the Content that the User submits to the Services, and (ii) that various services offered by The Qt Company may have various terms applying to user´s contributions and such terms may differ from the terms set forth in these Service Terms.

 

4. INTELLECTUAL PROPERTY RIGHTS

Any and all intellectual property rights to the Services and related materials shall vest exclusively on The Qt Company or a third party, as may be applicable.

The Qt Company acknowledges and agrees that the right that The Qt Company obtains to the Content is merely a license subject to Section 3 above; The Qt Company obtains no intellectual property rights to any Content or any other material that the User may provide to the Services.

In addition to the license above in Section 3 granted to the Content, you as User may decide to give The Qt Company input or feedback on the Services (“Feedback”). You grant to The Qt Company, under all of your intellectual property rights, a worldwide, non-exclusive, perpetual, irrevocable, royalty-free right to: (a) use, copy and modify the Feedback and to create derivative works of the Feedback, and (b) make (and have made), sell, offer for sale, lease and otherwise distribute any The Qt Company software products or services using or containing the Feedback, and (c) sublicense the rights to use the Feedback to enable the use of The Qt Company´s possible products and/or services.

 

5. LIMITATIONS OF LIABILITY

5.1. The limitations of liability shall not apply to damages caused by willful misconduct, or gross negligence.

5.2. THE QT COMPANY DOES NOT MAKE ANY EXPRESS, IMPLIED OR STATUTORY WARRANTIES, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OR ARISING FROM A COURSE OF DEALING, TRADE USAGE OR TRADE PRACTICE. THE QT COMPANY DOES NOT WARRANT, GUARANTEE OR MAKE ANY REPRESENTATIONS REGARDING THE USE OF THE SERVICES IN TERMS OF CORRECTNESS, ACCURACY, NON-INFRINGEMENT, RELIABILITY OR OTHERWISE. YOU RELY ON THE SERVICES AND ANY RELATED FINDINGS SOLELY AT YOUR OWN RISK.

5.3. THE QT COMPANY SHALL IN NO CASE BE LIABLE IN CONTRACT,TORT OR OTHERWISE FOR ANY LOSS OF REVENUE, PROFIT, BUSINESS OR GOODWILL OR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE COST, DAMAGES OR EXPENSE OF ANY KIND HOWEVER CAUSED OR HOWEVER ARISING UNDER OR IN CONNECTION WITH THE SERVICES. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THIS EXCLUSION BUT MAY ALLOW LIABILITY TO BE LIMITED, IN SUCH CASES THE QT COMPANY, ITS EMPLOYEES OR LICENSORS’ LIABILITY SHALL BE LIMITED TO 50 € (FIFTY EUROS).

5.4. THE QT COMPANY OR ITS SUPPLIERS ARE NOT RESPONSIBLE OR LIABLE FOR THE DELETION OF OR FAILURE TO STORE ANY CONTENT AND OTHER COMMUNICATIONS MAINTAINED OR TRANSMITTED THROUGH USE OF THE SERVICES. USER IS SOLELY RESPONSIBLE FOR SECURING AND BACKING UP ITS CONTENT. NEITHER THE QT COMPANY NOR ITS SUPPLIERS, WARRANTS THAT THE OPERATION OF THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED. THE SERVICES ARE NOT DESIGNED, MANUFACTURED, OR INTENDED FOR ANY TYPE OF HIGH RISK ACTIVITIES.

5.5. The User shall ensure that it shall not put any Content in to the Service that is illegal or in any way violates the rights of third parties or is in some way abusive (“Violating Content”). In case the User would suspect any Content to be regarded as Violating Content, the User should contact The Qt Company at email address qtaccount@theqtcompany.com for The Qt Company to investigate the matter further and remove such Violating Content wholly or partly if necessary. Furthermore, the User hereby agrees and understands that The Qt Company shall have the right to revoke the respective Qt Account and remove this kind of Violating Content from the Services.

 

6. GOVERNING LAW AND DISPUTE SETTLEMENT

6.1. These Service Terms shall be governed by the laws of Finland, excluding choice of law principles.

6.2. All disputes arising out of this agreement shall be primarily settled through negotiations between the Parties. Should the Parties not be able to settle the dispute through negotiations, the dispute shall be finally settled in arbitration in Helsinki by one arbitrator under the rules of the Arbitration Institute of the Central Chamber of Commerce of Finland.

 

7. VALIDITY OF THE AGREEMENT

7.1. These Service Terms shall remain effective until the User or The Qt Company terminates these Service Terms.

7.2. The User may terminate these Service Terms at any time by canceling his Qt Account.

7.3. These Service Terms may be terminated by The Qt Company with a notice period of 1 month (30 days).

7.4. The Qt Company shall always have the right to terminate these Service Terms with immediate effect, in the event that the User (i) does not remit payment outstanding within thirty (30) days of a written reminder of payment due, or (ii) otherwise breaches these Service Terms or other instructions applicable to Service or the Content thereof, as such instructions are given by The Qt Company.

7.5. The Qt Company shall also have the right to terminate these Service Terms and the Service subject to The Qt Company´s service provider termination or discontinuation of the relevant service platform licensed by The Qt Company for the purposes of running the Service. In such case The Qt Company shall inform the user without undue delay.

7.6. Upon termination of these Service Terms and the User´s right to use the Service, also the Subscription and all the User´s rights thereto shall be simultaneously terminated as a whole.

 

8. PERSONAL INFORMATION

8.1. For the purposes of these Service Terms, personal information shall include but is not limited to: your name, email address, telephone number, profile, and any other information from which you can be identified (“Personal Information”).

8.2. The Qt Company will hold and process any Personal Information received via Service  for the purposes of  providing Service for its users in the course of its business, including e.g. from time to time contacting its users and sending or requesting information relating to its business. The Qt Company may pass such information outside The Qt Company group only (1) if and to the extent a third party service provider has a strict need-to-know basis for such information to be able to provide its services to The Qt Company, or (2) in order to comply with the law or requests of governmental entities. Given the global nature of The Qt Company´s business, processing information for the above purposes may involve a cross-border transfer of the information provided to The Qt Company.

8.3. In addition to the information submitted to The Qt Company via the Service, The Qt Company may collect information about the use of service, its tools and API’s, and visits to Service´s web pages to improve The Qt Company´s services. This information includes but is not limited to: User and End Users IP address and browser cookies.

8.4. Please note that by sending your Personal Information to the Service you are explicitly consenting to the processing and transfer of such information in the way and for the purpose mentioned above.

8.5. You as the User shall have the right to request a copy of your Personal Information collected and saved by The Qt Company in connection with running the Service. You as the User shall also have the possibility to change such Personal Information, and based on your request The Qt Company shall change or remove or supplement your Personal Information in question. In such situations described in The Qt Company´s privacy policy available at http://www.qt.io/terms-conditions , the User shall send a written request thereof via email to address qtaccount@theqtcompany.com.

 

9. OTHER TERMS

9.1. Neither Party shall be liable for delays nor damages that result from obstacles beyond his control (force majeure) which he cannot be reasonably expected to have taken into account at the time of approving these Service Terms and whose consequences he also cannot be expected to have reasonably avoided or overcome. A labor strike, block, boycott and other industrial action is regarded as force majeure also when the Party is himself its object or is involved. The Party must report a case of force majeure without delay in writing to the other Party, also when no longer in effect.

9.2. The User shall have no right to transfer these Service Terms even in part without the written approval of The Qt Company.

9.3. The Qt Company may change these Service Terms by informing the User of such updates or changes. None of such updates or changes shall have any effect on the User´s on-going subscription period. Should you as the User not accept the updates or changes made by The Qt Company, you shall have the right at your own discretion to cancel your subscription. For clarity, in case of your cancellation, none of the already paid subscription fees shall be returned or reimbursed by The Qt Company.

QT FOR APPLICATION DEVELOPMENT LICENSE AGREEMENT

Agreement version 1.0

This Qt for Application Development License Agreement (“Agreement”) is a legal agreement between The Qt Company Ltd (“The Qt Company”) with its registered office at Valimotie 21, 00380 Helsinki, Finland and you (either an individual or a legal entity) (“Licensee”) for the Licensed Software (as defined below).

Please, read these license terms through carefully. By selecting “I accept the Agreement”, you are deemed to accept these license terms and to commit yourself to observing them. When representing a legal entity, you should ensure your due authorization to approve these terms before you select “I accept the Agreement”. Otherwise, we regard you as personally responsible for compliance with this Agreement. For clarity, please note that in case there already exists a signed license agreement between you and The Qt Company, this Agreement shall not override such an existing agreement but it shall continue to be valid subject to its applicable terms.

 

1. DEFINITIONS

“Affiliate” of a Party shall mean an entity (i) which is directly or indirectly controlling such Party; (ii) which is under the same direct or indirect ownership or control as such Party; or (iii) which is directly or indirectly owned or controlled by such Party. For these purposes, an entity shall be treated as being controlled by another if that other entity has fifty percent (50 %) or more of the votes in such entity, is able to direct its affairs and/or to control the composition of its board of directors or equivalent body.

“Applications” shall mean Licensee’s software products created using the Licensed Software which may include portions of the Licensed Software.

“Continued-Usage Term” shall mean, depending on the option purchased by licensee, either a) if you have purchased a subscription license; Supported Term, or b) if you have purchased a perpetual license; perpetuity.

“Deployment Platforms” shall mean those operating systems in which the Licensed Software can be distributed on according to the terms and conditions of this Agreement, especially Section 5.2.

“Development Platforms” shall mean those operating systems in which the Licensed Software can be used only for designing, developing and testing Applications, but not distributed in any form or used for any other purpose.

“Designated User(s)” shall mean the employee(s) of Licensee acting within the scope of their employment or Licensee’s consultant(s) or contractor(s) acting within the scope of their services for Licensee and on behalf of Licensee.

“License Certificate” shall mean the document accompanying the Licensed Software which specifies the modules which are licensed under the Agreement, Development Platforms, Deployment Platforms and Designated Users.

“Licensed Software” shall mean the computer software, “online” or electronic documentation, associated media and printed materials, including the source code, example programs and the documentation delivered by The Qt Company to Licensee in conjunction with this Agreement. Licensed Software does not include Third Party Software (as defined in Section 7).

“Modified Software” shall mean modifications made to the Licensed Software by Licensee.

“Nokia” shall mean Nokia Corporation, a corporation incorporated under the laws of Finland, having its registered office at PO box 226, 00045 Nokia Group, Finland (visiting address Karakaari 7, 02610 Espoo, Finland) and registered with the Finnish Trade Register under business ID 0112038-9 and acting on behalf of its respective Affiliates.

“Online Services” shall mean any services or access to systems provided by The Qt Company to the Licensee over Internet in conjunction with the Licensed Software or for the purpose of use by the Licensee of the Licensed Software or Support. Using some of the Online Services may be subject to additional fees.

“Party or Parties” shall mean Licensee and/or The Qt Company.

“Redistributables” shall mean the portions of the Licensed Software set forth in Appendix 1, Section 1 that may be distributed with or as part of Applications in object code form.

“Renewal Term” shall mean (i) a time period of twelve (12) months if you have purchased a perpetual license and (ii) a time period specified by the Qt Company at www.qt.io or directly to the Licensee if you have purchased a subscription license.

“Start-For-Free Term” shall mean the period from the later of (a) the Effective Date; or (b) the date the Licensed Software was initially delivered to Licensee by The Qt Company prior to the Supported Term. If no specific Effective Date is set forth in the Agreement, the Effective Date shall be deemed to be the date the Licensed Software was initially delivered to Licensee. Unless otherwise agreed with The Qt Company in writing, the maximum duration of Start-For-Free Term shall be thirty (30) days.

“Support” shall mean standard developer support that is provided by The Qt Company to assist eligible Designated Users in using the Licensed Software in accordance with its established standard support procedures.

“Supported Term” shall mean a time period that you have selected and paid for the supported usage of the Licensed Software, calculated from either (i) the end of the Start-For-Free Term, or (ii) from the purchase of the Supported Term, or (iii) from end of the previous Supported Term, as applicable.

“Updates” shall mean a release or version of the Licensed Software containing enhancements, new features, bug fixes, error corrections and other changes that are generally made available to users of the Licensed Software that have contracted for maintenance and support.

 

2. OWNERSHIP

The Licensed Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Licensed Software is licensed, not sold.
To the extent Licensee submits bug fixes or error corrections, including information related thereto, Licensee hereby grants The Qt Company a sublicensable, irrevocable, perpetual, worldwide, non-exclusive, royalty-free and fully paid-up copyright and trade secret license to reproduce, adapt, translate, modify, and prepare derivative works of, publicly display, publicly perform, sublicense, make available and distribute error corrections and bug fixes, including derivative works thereof. All The Qt Company’s and/or its licensors’ trademarks, service marks, trade names, logos or other words or symbols are and shall remain the exclusive property of The Qt Company or its licensors respectively.

 

3. MODULES

Some of the files in the Licensed Software have been grouped into modules. These files contain specific notices defining the module of which they are a part. The modules licensed to Licensee are specified in the License Certificate accompanying the Licensed Software. The terms of the License Certificate are considered part of the Agreement. In the event of inconsistency or conflict between the language of this Agreement and the License Certificate, the provisions of this Agreement shall govern.

 

4. VALIDITY OF THE AGREEMENT

By installing, copying, or otherwise using the Licensed Software, Licensee agrees to be bound by the terms of this Agreement. If Licensee does not agree to the terms of this Agreement, Licensee should not install, copy, or otherwise use the Licensed Software. In addition, by installing, copying, or otherwise using any Updates or other components of the Licensed Software that Licensee receives separately as part of the Licensed Software, Licensee agrees to be bound by any additional license terms that accompany such Updates, if any. If Licensee does not agree to the additional license terms that accompany such Updates, Licensee should not install, copy, or otherwise use such Updates.
Upon Licensee’s acceptance of the terms and conditions of this Agreement, The Qt Company grants Licensee the right to use the Licensed Software in the manner provided below.

 

5. LICENSES GRANTED

5.1 General

5.1.1 Licensee is hereby granted a free of charge license for the Start-For-Free Term as described in Section 5.2 below. For clarity, Section 5.3 shall not apply for the Start-For-Free Term.

5.1.2 Licensee may purchase additional license(s) for Continued-Usage Term, as described in Sections 5.2 and 5.3 below, subject to The Qt Company’s payment terms and conditions applicable at the time of purchase. In addition, Licensee may purchase license(s) for the Continued-Usage Term without such a preceding Start-For-Free Term.

5.2 Licenses granted during the Start-For-Free Term and the Continued-Usage Term

5.2.1 Using, Modifying and Copying

The Qt Company grants to Licensee a non-exclusive, non-transferable, limited term license to use, modify and copy the Licensed Software for Designated Users specified in the License Certificate for the sole purposes of:

(i) designing, developing, and testing Application(s);
(ii) modifying the Licensed Software as limited by section 8 below; and
(iii) compiling the Licensed Software and/or Modified Software source code into object code.

Licensee may install copies of the Licensed Software on an unlimited number of computers provided that only the Designated Users use the Licensed Software.
Licensee may at any time during the Supported Term designate another Designated User to replace a then-current Designated User by notifying The Qt Company, provided that a) the then-current Designated User has not been designated as a replacement during the last six (6) months; and b) there is no more than the specified number of Designated Users at any given time.

5.3 Limited Redistribution right for the Continued-Usage Term only

The limited distribution licenses granted in this Section 5.3 shall only be applicable to the Continued-Usage Term, but not to Start-For-Free Term.

a) The Qt Company grants Licensee a non-exclusive, royalty-free right to reproduce and distribute the object code form of Redistributables (listed in Appendix 1, Section 1) for execution on the specified Deployment Platforms, excluding the Joint Hardware and Software Distribution as defined in b) below. Copies of Redistributables may only be distributed with and for the sole purpose of executing Applications permitted under this Agreement that Licensee has created using the Licensed Software. Under no circumstances may any copies of Redistributables be distributed separately. This Agreement does not give Licensee any rights to distribute any of the parts of the Licensed Software listed in Appendix 1, Section 2, neither as a whole nor as parts or snippets of code.

b) Licensee may not distribute, transfer, assign or otherwise dispose of Applications and/or Redistributables, in binary/compiled form, or in any other form, if such action is part of a Joint Software and Hardware Distribution, except as provided by a separate runtime distribution license with The Qt Company or one of its authorized distributors. A Joint Hardware and Software Distribution shall be defined as either:

(i) distribution of a hardware device where, in its final end user configuration, the main user interface of the device is provided by Application(s) created by Licensee or others, using Licensed Software or Licensed Software based software product, and depends on the Licensed Software or an open source version of Qt or any Qt based software product; or

(ii) distribution of the Licensed Software with a device designed to facilitate the installation of the Licensed Software onto the same device where the main user interface of such device is provided by Application(s) created by Licensee or others, using the Licensed Software, and depends on the Licensed Software.

c) For the avoidance of doubt, should the Licensee wish to distribute Licensed Software as a part of software development kit (SDK) for the purpose of developing Applications by Licensee´s customers for Licensee´s products, such distribution is subject to a separate Qt SDK distribution license agreement to be concluded with The Qt Company.

5.4 Further Requirements
It is expressly acknowledged and understood by Licensee, that Licensee is strictly prohibited from using or licensing Licensed Software for creation of mobile phones or tablet computers targeted for consumer end users.
The aforementioned shall not prohibit Licensee from using Licensed Software for the purpose of creating Applications for any devices, including mobile phones and tablet computers.
Notwithstanding anything contrary to this Agreement, it is expressly acknowledged and understood by Licensee, that Nokia shall hereby be named as a third party beneficiary under this Agreement with respect to this Section 5.4. Therefore, Nokia shall have the same rights as The Qt Company under this Agreement with respect to this Section 5.4, and shall be entitled to exercise such rights independent from The Qt Company.

The licenses granted in this Section 5 by The Qt Company to Licensee are subject to Licensee’s compliance with Section 8 of this Agreement.

 

6. VERIFICATION

The Qt Company or a certified auditor on The Qt Company’s behalf, may, upon its reasonable request and at its expense, audit Licensee with respect to the use of the Licensed Software. Such audit may be conducted by mail, electronic means or through an in-person visit to Licensee’s place of business. Any such in-person audit shall be conducted during regular business hours at Licensee’s facilities and shall not unreasonably interfere with Licensee’s business activities. The Qt Company will not remove, copy, or redistribute any electronic material during the course of an audit. If an audit reveals that Licensee is using the Licensed Software in a way that is in material violation of the terms of the Agreement, then Licensee shall pay The Qt Company’s reasonable costs of conducting the audit. In the case of a material violation, Licensee agrees to pay The Qt Company any amounts owing that are attributable to the unauthorized use. Alternatively, The Qt Company reserves the right, at The Qt Company’s sole option, to terminate the licenses for the Licensed Software.

 

7. THIRD PARTY SOFTWARE

The Licensed Software may provide links to third party libraries or code (collectively “Third Party Software”) to implement various functions. Third Party Software does not comprise part of the Licensed Software. In some cases, access to Third Party Software may be included along with the Licensed Software delivery as a convenience for development and testing only. Such source code and libraries may be listed in the “…/src/3rdparty” source tree delivered with the Licensed Software or documented in the Licensed Software where the Third Party Software is used, as may be amended from time to time, do not comprise the Licensed Software. Licensee acknowledges (i) that some part of Third Party Software may require additional licensing of copyright and patents from the owners of such, and (ii) that distribution of any of the Licensed Software referencing any portion of a Third Party Software may require appropriate licensing from such third parties.

 

8. CONDITIONS FOR CREATING APPLICATIONS

The licenses granted in this Agreement for Licensee to create, modify and distribute Applications is subject to all of the following conditions: (i) all copies of the Applications Licensee creates must bear a valid copyright notice either Licensee’s own or the copyright notice that appears on the Licensed Software; (ii) Licensee may not remove or alter any copyright, trademark or other proprietary rights notice contained in any portion of the Licensed Software including but not limited to the About Boxes; (iii) Licensee will indemnify and hold The Qt Company, its Affiliates, contractors, and its suppliers, harmless from and against any claims or liabilities arising out of the use, reproduction or distribution of Applications; (iv) Applications must be developed using a licensed, registered copy of the Licensed Software; (v) Applications must add primary and substantial functionality to the Licensed Software; (vi) Applications may not pass on functionality which in any way makes it possible for others to create software with the Licensed Software; however Licensee may use the Licensed Software’s scripting and QML (“Qt Quick”) functionality solely in order to enable scripting, themes and styles that augment the functionality and appearance of the Application(s) without adding primary and substantial functionality to the Application(s); (vii) Licensee may create Modified Software that breaks the source or binary compatibility with the Licensed Software. This includes, but is not limited to, changing the application programming interfaces (“API”) by adding, changing or deleting any variable, method, or class signature in the Licensed Software, the inter-process QCop specification, and/or any inter-process protocols, services or standards in the Licensed Software libraries. To the extent that Licensee breaks source or binary compatibility with the Licensed Software, Licensee acknowledges that The Qt Company’s ability to provide Support may be prevented or limited and Licensee’s ability to make use of Updates may be restricted; (viii) Applications may not compete with the Licensed Software; (ix) Licensee may not use The Qt Company’s or any of its suppliers’ names, logos, or trademarks to market Applications, except to state that Licensee’s Application(s) was developed using the Licensed Software; and (x) each Designated User creating the Application(s) needs to have a separate license for the Licensed Software.

NOTE: If Licensee, or another third party, has, at any time, developed all (or any portions of) the Application(s) using an open source version of Qt licensed under the terms of the GNU Lesser General Public License, version 2.1 or later (“LGPL”) or the GNU General Public License version 2.0 or later (“GPL”), Licensee may contact The Qt Company via email to address sales@qt.io to ask for the necessary permission to combine such development work with the Licensed Software. The Qt Company shall evaluate Licensee´s request, and respond to the request with estimated license costs and other applicable terms and details relating to the permission for the Licensee, depending on the actual situation in question. Copies of the licenses referred to above are located at http://www.gnu.org/licenses/old-licenses/lgpl-2.1.html, https://www.gnu.org/licenses/lgpl.html, http://www.fsf.org/licensing/licenses/info/GPLv2.html, and http://www.gnu.org/copyleft/gpl.html.

 

9. PRE-RELEASE CODE

The Licensed Software may contain pre-release code and functionality marked or otherwise stated as “Technology Preview”, “Alpha”, “Beta” or similar. Such pre-release code may be present in order to provide experimental support for new platforms or preliminary version of new functionality. The pre-release code is not at the level of performance and compatibility of a final, generally available, product offering. The pre-release parts of the Licensed Software may not operate correctly and may be substantially modified prior to the first commercial product release, if any. The Qt Company is under no obligation to make pre-release code commercially available, or provide any Support or Updates relating thereto.

 

10. LIMITED WARRANTY AND WARRANTY DISCLAIMER

The Qt Company hereby represents and warrants with respect to the Licensed Software that it has the power and authority to grant the rights and licenses granted to Licensee under this Agreement. Except as set forth above, the Licensed Software is licensed to Licensee “as is”. To the maximum extent permitted by applicable law, The Qt Company on behalf of itself and its suppliers, disclaims all warranties and conditions, either express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose, title and non-infringement regarding to the Licensed Software.

 

11. LIMITATION OF LIABILITY

If, The Qt Company’s warranty disclaimer notwithstanding, The Qt Company is held to be liable to Licensee whether in contract, tort, or any other legal theory, based on the Licensed Software, The Qt Company’s entire liability to Licensee and Licensee’s exclusive remedy shall be, at The Qt Company’s option, either (a) return of the price Licensee paid for the Licensed Software, or (b) repair or replacement of the Licensed Software, provided Licensee returns all copies of the Licensed Software to The Qt Company as originally delivered to Licensee. The Qt Company shall not under any circumstances be liable to Licensee based on failure of the Licensed Software if the failure resulted from accident, abuse or misapplication, nor shall The Qt Company, under any circumstances, be liable for special damages, punitive or exemplary damages, damages for loss of profits or interruption of business or for loss or corruption of data. Any award of damages from The Qt Company to Licensee shall not exceed the total amount Licensee has paid to The Qt Company in connection with this Agreement.

 

12. SUPPORT, UPDATES AND ONLINE SERVICES

Licensee will be eligible to receive Support and Updates and to use the Online Services during the Supported Term, in accordance with The Qt Company’s then current policies and procedures, if any. Such policies and procedures may be changed from time to time.

Unless Licensee notifies The Qt Company in writing no less than thirty (30) days prior to each expiry of Supported Term, Supported Term may, at the Qt Company’s option be extended by Renewal Term, subject to due payments by Licensee and subject to The Qt Company’s terms and conditions applicable at the time of extension.

In the event Licensee selects not to have Supported Term extended, The Qt Company shall, following the expiry of Supported Term, no longer make the Licensed Software, Support, Updates or Online Services available to Licensee.

 

13. CONFIDENTIALITY

Each party acknowledges that during the Start-For-Free-Term and Supported Term of this Agreement it shall have access to information about the other party’s business, business methods, business plans, customers, business relations, technology, and other information, including the terms of this Agreement, that is confidential and of great value to the other party, and the value of which would be significantly reduced if disclosed to third parties (“Confidential Information”). Accordingly, when a party (the “Receiving Party”) receives Confidential Information from another party (the “Disclosing Party”), the Receiving Party shall, and shall obligate its employees and agents and employees and agents of its Affiliates to: (i) maintain the Confidential Information in strict confidence; (ii) not disclose the Confidential Information to a third party without the Disclosing Party’s prior written approval; and (iii) not, directly or indirectly, use the Confidential Information for any purpose other than for exercising its rights and fulfilling its responsibilities pursuant to this Agreement. Each party shall take reasonable measures to protect the Confidential Information of the other party, which measures shall not be less than the measures taken by such party to protect its own confidential and proprietary information.

“Confidential Information” shall not include information that (a) is or becomes generally known to the public through no act or omission of the Receiving Party; (b) was in the Receiving Party’s lawful possession prior to the disclosure hereunder and was not subject to limitations on disclosure or use; (c) is developed by employees of the Receiving Party or other persons working for the Receiving Party who have not had access to the Confidential Information of the Disclosing Party, as proven by the written records of the Receiving Party or by persons who have not had access to the Confidential Information of the Disclosing Party as proven by the written records of the Receiving Party; (d) is lawfully disclosed to the Receiving Party without restrictions, by a third party not under an obligation of confidentiality; or (e) the Receiving Party is legally compelled to disclose the information, in which case the Receiving Party shall assert the privileged and confidential nature of the information and cooperate fully with the Disclosing Party to protect against and prevent disclosure of any Confidential Information and to limit the scope of disclosure and the dissemination of disclosed Confidential Information by all legally available means.
The obligations of the Receiving Party under this Section shall continue during the Supported Term and for a period of five (5) years after expiration or termination of this Agreement. To the extent that the terms of the Non-Disclosure Agreement between The Qt Company and Licensee conflict with the terms of this Section 13, this Section 13 shall be controlling over the terms of the Non-Disclosure Agreement.

 

14. GENERAL PROVISIONS

14.1 No Assignment
Licensee shall not be entitled to assign or transfer all or any of its rights, benefits and obligations under this Agreement without the prior written consent of The Qt Company, which shall not be unreasonably withheld. The Qt Company shall be entitled to assign or transfer any of its rights, benefits or obligations under this Agreement on an unrestricted basis.

14.2 Termination
The Qt Company may terminate the Agreement at any time immediately upon written notice by The Qt Company to Licensee if Licensee breaches this Agreement.
Either party shall have the right to terminate this Agreement immediately upon written notice in the event that the other party becomes insolvent, files for any form of bankruptcy, makes any assignment for the benefit of creditors, has a receiver, administrative receiver or officer appointed over the whole or a substantial part of its assets, ceases to conduct business, or an act equivalent to any of the above occurs under the laws of the jurisdiction of the other party.

Upon termination of the Licenses, Licensee shall cease using the Licensed Software and return to The Qt Company all copies of Licensed Software that were supplied by The Qt Company. All other copies of Licensed Software in the possession or control of Licensee must be erased or destroyed. An officer of Licensee must promptly deliver to The Qt Company a written confirmation that this has occurred.

14.3 Surviving Sections
Any terms and conditions that by their nature or otherwise reasonably should survive a cancellation or termination of this Agreement shall also be deemed to survive. Such surviving terms and conditions include, but are not limited to the Section 13.

14.4 Entire Agreement
This Agreement constitutes the complete agreement between the parties and supersedes all prior or contemporaneous discussions, representations, and proposals, written or oral, with respect to the subject matters discussed herein, with the exception of the non-disclosure agreement executed by the parties in connection with this Agreement (“Non-Disclosure Agreement”), if any, shall be subject to Section 13. No modification of this Agreement shall be effective unless contained in a writing executed by an authorized representative of each party. No term or condition contained in Licensee’s purchase order shall apply unless expressly accepted by The Qt Company in writing. If any provision of the Agreement is found void or unenforceable, the remainder shall remain valid and enforceable according to its terms. If any remedy provided is determined to have failed for its essential purpose, all limitations of liability and exclusions of damages set forth in this Agreement shall remain in effect.

14.5 Payment and Taxes
If credit has been extended to Licensee by The Qt Company, all payments under this Agreement are due within thirty (30) days of the date The Qt Company mails its invoice to Licensee. If The Qt Company has not extended credit to Licensee, Licensee shall be required to make payment concurrent with the delivery of the Licensed Software by The Qt Company. All amounts payable are gross amounts but exclusive of any value added tax, use tax, sales tax or similar tax. Licensee shall be entitled to withhold from payments any applicable withholding taxes and comply with all applicable tax and employment legislation. Each party shall pay all taxes (including, but not limited to, taxes based upon its income) or levies imposed on it under applicable laws, regulations and tax treaties as a result of this Agreement and any payments made hereunder (including those required to be withheld or deducted from payments). Each party shall furnish evidence of such paid taxes as is sufficient to enable the other party to obtain any credits available to it, including original withholding tax certificates.

14.6 Force Majeure
Neither party shall be liable to the other for any delay or non-performance of its obligations hereunder other than the obligation of paying the license fees in the event and to the extent that such delay or non-performance is due to an event of Force Majeure (as defined below). If any event of Force Majeure results in a delay or non-performance of a party for a period of three (3) months or longer, then either party shall have the right to terminate this Agreement with immediate effect without any liability (except for the obligations of payment arising prior to the event of Force Majeure) towards the other party. A “Force Majeure” event shall mean an act of God, terrorist attack or other catastrophic event of nature that prevents either party for fulfilling its obligations under this Agreement.

14.7 Notices
Any notice given by one party to the other shall be deemed properly given and deemed received if specifically acknowledged by the receiving party in writing or when successfully delivered to the recipient by hand, fax, or special courier during normal business hours on a business day to the addresses specified below. Each communication and document made or delivered by one party to the other party pursuant to this Agreement shall be in the English language or accompanied by a translation thereof.
Notices to The Qt Company shall be given to:
The Qt Company Ltd
Attn: Legal
Valimotie 21
FI-00380 Helsinki
Finland
Fax: +358 10 313 3700

14.8 Export Control
Licensee acknowledges that the Licensed Software may be subject to export control restrictions of various countries. Licensee shall fully comply with all applicable export license restrictions and requirements as well as with all laws and regulations relating to the importation of the Licensed Software and/or Modified Software and/or Applications and shall procure all necessary governmental authorizations, including without limitation, all necessary licenses, approvals, permissions or consents, where necessary for the re-exportation of the Licensed Software, Modified Software or Applications.

14.9 Governing Law and Legal Venue
This Agreement shall be construed and interpreted in accordance with the laws of Finland, excluding its choice of law provisions. Any disputes, controversy or claim arising out of or relating to this Agreement, or the breach, termination or validity thereof shall be shall be finally settled by arbitration in accordance with the Arbitration Rules of the Central Chamber of Commerce of Finland. The arbitration tribunal shall consist of one (1), or if either Party so requires, of three (3), arbitrators. The award shall be final and binding and enforceable in any court of competent jurisdiction. The arbitration shall be held in Helsinki, Finland and the process shall be conducted in the English language.

14.10 No Implied License
There are no implied licenses or other implied rights granted under this Agreement, and all rights, save for those expressly granted hereunder, shall remain with The Qt Company and its licensors. In addition, no licenses or immunities are granted to the combination of the Licensed Software and/or Modified Software, as applicable, with any other software or hardware not delivered by The Qt Company under this Agreement.

QT FOR DEVICE CREATION LICENSE AGREEMENT

Agreement version 2.0

This Qt for Device Creation License Agreement (“Agreement”) is a legal agreement between The Qt Company Ltd (“The Qt Company”) with its registered office at Valimotie 21, 00380 Helsinki, Finland and you (either an individual or a legal entity) (“Licensee”) for the Licensed Software (as defined below).

Please, read these license terms through carefully. By selecting “I accept the Agreement”, you are deemed to accept these license terms and to commit yourself to observing them. When representing a legal entity, you should ensure your due authorization to approve these terms before you select “I accept the Agreement”. Otherwise, we regard you as personally responsible for compliance with this Agreement. For clarity, please note that in case there already exists a signed license agreement between you and The Qt Company, this Agreement shall not override such an existing agreement but it shall continue to be valid subject to its applicable terms.

 

1. DEFINITIONS

“Affiliate” of a Party shall mean an entity (i) which is directly or indirectly controlling such Party; (ii) which is under the same direct or indirect ownership or control as such Party; or (iii) which is directly or indirectly owned or controlled by such Party. For these purposes, an entity shall be treated as being controlled by another if that other entity has fifty percent (50 %) or more of the votes in such entity, is able to direct its affairs and/or to control the composition of its board of directors or equivalent body.

“Applications” shall mean Licensee’s software products created using the Licensed Software which may include portions of the Licensed Software.

“Continued-Usage Term” shall mean, depending on the option purchased by licensee, either a) if you have purchased a subscription license; Supported Term, or b) if you have purchased a perpetual license; perpetuity.
“Customers” shall mean the third parties to whom Licensee directly or indirectly distributes copies of the Licensed Software.
“Devices” shall mean devices or products that 1) are manufactured, sold or distributed by Licensee that include the Licensed Software, and 2) fulfill the definition of a Joint Hardware and Software Distribution.
“Deployment Platforms” shall mean those operating systems in which the Licensed Software can be distributed on according to the terms and conditions of this Agreement, especially Section 5.3.
“Development Platforms” shall mean those operating systems in which the Licensed Software can be used only for designing, developing and testing Applications, but not distributed in any form or used for any other purpose.
“Designated User(s)” shall mean the employee(s) of Licensee acting within the scope of their employment or Licensee’s consultant(s) or contractor(s) acting within the scope of their services for Licensee and on behalf of Licensee.

“Distribution License” shall mean the license described under Section 5.3 of this Agreement.
“Intellectual Property Rights” shall mean patents (including utility models), design patents, and designs (whether or not capable of registration), chip topography rights and other like protection, copyright, trademark and any other form of statutory protection of any kind and applications for any of the foregoing as well as any trade secrets.
“Joint Hardware and Software Distribution” shall mean either:
(i) distribution of a hardware device where, in its final end user configuration, the main user interface or substantial functionality of the device is provided by Application(s) created by Licensee or others, using Licensed Software or Licensed Software based software product, and depends on the Licensed Software or an open source version of Qt or any Qt based software product; or
(ii) distribution of the Licensed Software with a device designed to facilitate the installation of the Licensed Software onto the same device where the main user interface or substantial functionality of such device is provided by Application(s) created by Licensee or others, using the Licensed Software, and depends on the Licensed Software.

“License Certificate” shall mean the document accompanying the Licensed Software which specifies the modules which are licensed under the Agreement, Development Platforms, Deployment Platforms and Designated Users.

“License Fee” shall mean the fee charged to Licensee for (i) each copy of the Licensed Software purchased, as well as (ii) reproduction and distribution of Licensed Software under the terms of this Agreement.
“License Packs” shall mean set of prepaid Distribution Licenses, as defined in Section 14.1.

“Licensed Software” shall mean the computer software, “online” or electronic documentation, associated media and printed materials, including the source code, example programs and the documentation delivered by The Qt Company to Licensee in conjunction with this Agreement. Licensed Software does not include Third Party Software (as defined in Section 7).
“Modified Software” shall mean modifications made to the Licensed Software by Licensee.
“Nokia” shall mean Nokia Corporation, a corporation incorporated under the laws of Finland, having its registered office at PO box 226, 00045 Nokia Group, Finland (visiting address Karakaari 7, 02610 Espoo, Finland) and registered with the Finnish Trade Register under business ID 0112038-9 and acting on behalf of its respective Affiliates.

“Online Services” shall mean any services or access to systems provided by The Qt Company to the Licensee over Internet in conjunction with the Licensed Software or for the purpose of use by the Licensee of the Licensed Software or Support. Using some of the Online Services may be subject to additional fees.

“Party or Parties” shall mean Licensee and/or The Qt Company.

“Redistributables” shall mean the portions of the Licensed Software set forth in Appendix 1, Section 1 that may be distributed with or as part of Applications in object code form.

“Renewal Term” shall mean (i) a time period of twelve (12) months if you have purchased a perpetual license and (ii) a time period specified by The Qt Company at www.qt.io or directly to the Licensee if you have purchased a subscription license.

“Start-For-Free Term” shall mean the period from the later of (a) the Effective Date; or (b) the date the Licensed Software was initially delivered to Licensee by The Qt Company until the first Supported Term. If no specific Effective Date is set forth in the Agreement, the Effective Date shall be deemed to be the date the Licensed Software was initially delivered to Licensee. Unless otherwise agreed with The Qt Company in writing, the maximum duration of Start-For-Free Term shall be 30 days.

“Support” shall mean standard developer support that is provided by The Qt Company to assist eligible Designated Users in using the Licensed Software in accordance with its established standard support procedures.

“Supported Term” shall mean a time period that you have selected and paid for the supported usage of the Licensed Software, calculated from either (i) the end of the Start-For-Free Term, or (ii) from the purchase of the Supported Term, or (iii) from end of the previous Supported Term, as applicable.

“Updates” shall mean a release or version of the Licensed Software containing enhancements, new features, bug fixes, error corrections and other changes that are generally made available to users of the Licensed Software that have contracted for maintenance and support.

 

2. OWNERSHIP

The Licensed Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Licensed Software is licensed, not sold.
To the extent Licensee submits bug fixes or error corrections, including information related thereto, Licensee hereby grants The Qt Company a sublicensable, irrevocable, perpetual, worldwide, non-exclusive, royalty-free and fully paid-up copyright and trade secret license to reproduce, adapt, translate, modify, and prepare derivative works of, publicly display, publicly perform, sublicense, make available and distribute error corrections and bug fixes, including derivative works thereof. All The Qt Company’s and/or its licensors’ trademarks, service marks, trade names, logos or other words or symbols are and shall remain the exclusive property of The Qt Company or its licensors respectively.

 

3. MODULES

Some of the files in the Licensed Software have been grouped into modules. These files contain specific notices defining the module of which they are a part. The modules licensed to Licensee are specified in the License Certificate accompanying the Licensed Software. The terms of the License Certificate are considered part of the Agreement. In the event of inconsistency or conflict between the language of this Agreement and the License Certificate, the provisions of this Agreement shall govern.

 

4. VALIDITY OF THE AGREEMENT

By installing, copying, or otherwise using the Licensed Software, Licensee agrees to be bound by the terms of this Agreement. If Licensee does not agree to the terms of this Agreement, Licensee should not install, copy, or otherwise use the Licensed Software. In addition, by installing, copying, or otherwise using any Updates or other components of the Licensed Software that Licensee receives separately as part of the Licensed Software, Licensee agrees to be bound by any additional license terms that accompany such Updates, if any. If Licensee does not agree to the additional license terms that accompany such Updates, Licensee should not install, copy, or otherwise use such Updates.
Upon Licensee’s acceptance of the terms and conditions of this Agreement, The Qt Company grants Licensee the right to use the Licensed Software in the manner provided below.

 

5. LICENSES GRANTED

5.1 General

5.1.1 Licensee is hereby granted a free of charge license for the Start-For-Free Term as described in Section 5.2 below. For clarity, Section 5.3 shall not apply for the Start-For-Free Term.

5.1.2 Licensee may purchase additional license(s) for Continued-Usage Term, as described in Sections 5.2 and 5.3 below, subject to The Qt Company’s payment terms and conditions applicable at the time of purchase. In addition, Licensee may purchase license(s) for the Continued-Usage Term without such a preceding Start-For-Free Term.

5.2 Licenses granted during the Start-For-Free Term and the Continued-Usage Term

5.2.1 Using, Modifying and Copying

The Qt Company grants to Licensee a non-exclusive, non-transferable, limited term license to use, modify and copy the Licensed Software for Designated Users specified in the License Certificate for the sole purposes of:

(i) designing, developing, and testing Application(s);
(ii) modifying the Licensed Software as limited by section 8 below; and
(iii) compiling the Licensed Software and/or Modified Software source code into object code.

Licensee may install copies of the Licensed Software on an unlimited number of computers provided that only the Designated Users use the Licensed Software.
Licensee may at any time during the Supported Term designate another Designated User to replace a then-current Designated User by notifying The Qt Company, provided that a) the then-current Designated User has not been designated as a replacement during the last six (6) months; and b) there is no more than the specified number of Designated Users at any given time.

5.3 Limited Redistribution Right for the Continued-Usage Term Only

The limited distribution licenses granted in this Section 5.3 shall only be applicable to the Continued-Usage Term, but not to Start-For-Free Term.

The Qt Company grants to Licensee a non-exclusive, non-transferable license to, for the purpose of creating Devices, (a) install Applications and copies of the Redistributables (listed in Appendix 1, Section 1, in object code form only) in Devices and/or bundle or integrate copies of the Licensed Software (in object code form only) into or with Devices and other services for execution on the specified Deployment Platforms; (b) distribute Licensed Software (in object code form only) to one or more tiers of distributors as incorporated or integrated in Devices; and (c) sublicense the Licensed Software (in object code form only), as incorporated or integrated in Devices, to end users under Licensee’s standard terms and conditions, which must meet the requirements set out in Appendix 2 (collectively, the “Distribution License”). This Distribution License does not entitle Licensee to receive, or grant Licensee any rights with respect to any source code. Should any third party that has received a product, software and/or a sublicense from Licensee in accordance with the provisions above, wish to use the product and sublicensed software in a manner not warranted in Appendix 2, such third party must request a licensing agreement for this purpose directly from The Qt Company. Licensee may also reproduce and distribute the Licensed Software (in object code form only) under the Distribution License independent of the Device, (i.e. the Licensed Software may be reproduced and distributed by Licensee to others as a stand-alone or independent product or for use independent of the Device). The Distribution License provided under this Section 5.3 is conditional, subject to Licensee´s full compliance of Section 14 of this Agreement. All reproduction and distribution of the Licensed Software or any portion thereof requires the payment of License Fees from Licensee to The Qt Company.

The licenses granted in this Section by The Qt Company to Licensee are subject to Licensee’s compliance with Section 5.4 of this Agreement.

For the avoidance of doubt, should the Licensee wish to distribute Licensed Software as a part of software development kit (SDK) for the purpose of developing Applications by Licensee´s customers for Licensee´s products, such distribution is subject to a separate Qt SDK distribution license agreement to be concluded with The Qt Company.

5.4 Further Requirements
It is expressly acknowledged and understood by Licensee, that Licensee is strictly prohibited from using or licensing Licensed Software for creation of mobile phones or tablet computers targeted for consumer end users.

The aforementioned shall not prohibit Licensee from using Licensed Software for the purpose of creating Applications for any devices, including mobile phones and tablet computers.
Notwithstanding anything contrary to this Agreement, it is expressly acknowledged and understood by Licensee, that Nokia shall hereby be named as a third party beneficiary under this Agreement with respect to this Section 5.4. Therefore, Nokia shall have the same rights as The Qt Company under this Agreement with respect to this Section 5.4, and shall be entitled to exercise such rights independent from The Qt Company.

The licenses granted in this Section 5 by The Qt Company to Licensee are subject to Licensee’s compliance with Section 8 of this Agreement.

 

6. VERIFICATION

The Qt Company or a certified auditor on The Qt Company’s behalf, may, upon its reasonable request and at its expense, audit Licensee with respect to the use of the Licensed Software. Such audit may be conducted by mail, electronic means or through an in-person visit to Licensee’s place of business. Any such in-person audit shall be conducted during regular business hours at Licensee’s facilities and shall not unreasonably interfere with Licensee’s business activities. The Qt Company will not remove, copy, or redistribute any electronic material during the course of an audit. If an audit reveals that Licensee is using the Licensed Software in a way that is in material violation of the terms of the Agreement, then Licensee shall pay The Qt Company’s reasonable costs of conducting the audit. In the case of a material violation, Licensee agrees to pay The Qt Company any amounts owing that are attributable to the unauthorized use. Alternatively, The Qt Company reserves the right, at The Qt Company’s sole option, to terminate the licenses for the Licensed Software.

 

7. THIRD PARTY SOFTWARE

The Licensed Software may provide links to third party libraries or code (collectively “Third Party Software”) to implement various functions. Third Party Software does not comprise part of the Licensed Software. In some cases, access to Third Party Software may be included along with the Licensed Software delivery as a convenience for development and testing only. Such source code and libraries may be listed in the “…/src/3rdparty” source tree delivered with the Licensed Software or documented in the Licensed Software where the Third Party Software is used, as may be amended from time to time, do not comprise the Licensed Software. Licensee acknowledges (i) that some part of Third Party Software may require additional licensing of copyright and patents from the owners of such, and (ii) that distribution of any of the Licensed Software referencing any portion of a Third Party Software may require appropriate licensing from such third parties.

 

8. CONDITIONS FOR CREATING APPLICATIONS

The licenses granted in this Agreement for Licensee to create, modify and distribute Applications is subject to all of the following conditions: (i) all copies of the Applications Licensee creates must bear a valid copyright notice either Licensee’s own or the copyright notice that appears on the Licensed Software; (ii) Licensee may not remove or alter any copyright, trademark or other proprietary rights notice contained in any portion of the Licensed Software including but not limited to the About Boxes; (iii) Licensee will indemnify and hold The Qt Company, its Affiliates, contractors, and its suppliers, harmless from and against any claims or liabilities arising out of the use, reproduction or distribution of Applications; (iv) Applications must be developed using a licensed, registered copy of the Licensed Software; (v) Applications must add primary and substantial functionality to the Licensed Software; (vi) Applications may not pass on functionality which in any way makes it possible for others to create software with the Licensed Software; however Licensee may use the Licensed Software’s scripting and QML (“Qt Quick”) functionality solely in order to enable scripting, themes and styles that augment the functionality and appearance of the Application(s) without adding primary and substantial functionality to the Application(s); (vii) Licensee may create Modified Software that breaks the source or binary compatibility with the Licensed Software. This includes, but is not limited to, changing the application programming interfaces (“API”) by adding, changing or deleting any variable, method, or class signature in the Licensed Software, the inter-process QCop specification, and/or any inter-process protocols, services or standards in the Licensed Software libraries. To the extent that Licensee breaks source or binary compatibility with the Licensed Software, Licensee acknowledges that The Qt Company’s ability to provide Support may be prevented or limited and Licensee’s ability to make use of Updates may be restricted; (viii) Applications may not compete with the Licensed Software; (ix) Licensee may not use The Qt Company’s or any of its suppliers’ names, logos, or trademarks to market Applications, except to state that Licensee’s Application(s) was developed using the Licensed Software; and (x) each Designated User creating the Application(s) needs to have a separate license for the Licensed Software.

NOTE: If Licensee, or another third party, has, at any time, developed all (or any portions of) the Application(s) using an open source version of Qt licensed under the terms of the GNU Lesser General Public License, version 2.1 or later (“LGPL”) or the GNU General Public License version 2.0 or later (“GPL”), Licensee may contact The Qt Company via email to address sales@qt.io to ask for the necessary permission to combine such development work with the Licensed Software. The Qt Company shall evaluate Licensee´s request, and respond to the request with estimated license costs and other applicable terms and details relating to the permission for the Licensee, depending on the actual situation in question. Copies of the licenses referred to above are located at http://www.gnu.org/licenses/old-licenses/lgpl-2.1.html, https://www.gnu.org/licenses/lgpl.html, http://www.fsf.org/licensing/licenses/info/GPLv2.html, and http://www.gnu.org/copyleft/gpl.html.

 

9. PRE-RELEASE CODE

The Licensed Software may contain pre-release code and functionality marked or otherwise stated as “Technology Preview”, “Alpha”, “Beta” or similar. Such pre-release code may be present in order to provide experimental support for new platforms or preliminary version of new functionality. The pre-release code is not at the level of performance and compatibility of a final, generally available, product offering. The pre-release parts of the Licensed Software may not operate correctly and may be substantially modified prior to the first commercial product release, if any. The Qt Company is under no obligation to make pre-release code commercially available, or provide any Support or Updates relating thereto.

 

10. LIMITED WARRANTY AND WARRANTY DISCLAIMER

The Qt Company hereby represents and warrants with respect to the Licensed Software that it has the power and authority to grant the rights and licenses granted to Licensee under this Agreement. Except as set forth above, the Licensed Software is licensed to Licensee “as is”.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE QT COMPANY ON BEHALF OF ITSELF AND ITS LICENSORS, SUPPLIERS AND AFFILIATES, DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT WITH REGARD TO THE LICENSED SOFTWARE. THE QT COMPANY DOES NOT WARRANT THAT THE LICENSED SOFTWARE WILL SATISFY LICENSEE’S REQUIREMENTS OR THAT IT IS WITHOUT DEFECT OR ERROR OR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED. ALL USE OF AND RELIANCE ON THE LICENSED SOFTWARE IS AT THE SOLE RISK OF AND RESPONSIBILITY OF LICENSEE.

 

11. LIMITATION OF LIABILITY

11.1 Risk Allocation
If, The Qt Company’s warranty disclaimer notwithstanding, The Qt Company is held to be liable to Licensee whether in contract, tort, or any other legal theory, based on the Licensed Software, The Qt Company’s entire liability to Licensee and Licensee’s exclusive remedy shall be, at The Qt Company’s option, either (a) return of the price Licensee paid for the Licensed Software, or (b) repair or replacement of the Licensed Software, provided Licensee returns all copies of the Licensed Software to The Qt Company as originally delivered to Licensee.

EXCEPT FOR INJURY TO PERSONS OR IN CASES OF INTENTIONAL MISCONDUCT AND IN CASE OF THE LICENSEE WITH RESPECT TO AMOUNTS PAYABLE UNDER SECTION 14 OR LICENSEE’S MATERIAL BREACH OF THIS AGREEMENT AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY IN CONTRACT, TORT OR OTHERWISE, WHATEVER THE CAUSE THEREOF, FOR ANY LOSS OF PROFIT, LOSS OF DATA, LOSS OF BUSINESS OR GOODWILL OR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE COST, DAMAGES OR EXPENSE OF ANY KIND, HOWSOEVER ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LIABILITY FOR SUCH DAMAGE SHALL BE EXCLUDED, EVEN IF THE EXCLUSIVE REMEDIES PROVIDED FOR IN THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.
EXCEPT FOR INJURY TO PERSONS OR IN CASES OF INTENTIONAL MISCONDUCT AND IN CASE OF THE LICENSEE WITH RESPECT TO AMOUNTS PAYABLE UNDER SECTION 14 OR LICENSEE’S MATERIAL BREACH OF THIS AGREEMENT AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY’S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE AGGREGATE LICENSE FEES RECEIVED FROM LICENSEE FOR THE LICENSED SOFTWARE DURING THE PERIOD OF TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT RESULTING IN SUCH LIABILITY.
THE PROVISIONS OF THIS SECTION 11 ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE QT COMPANY AND LICENSEE AND THE PARTIES HAVE RELIED UPON THE LIMITATIONS SET FORTH HEREIN IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT

11.2 No Third Party Representations, Warranties or Transfers
Licensee shall make no representations or warranties concerning the Licensed Software on behalf of The Qt Company, nor shall Licensee sell, transfer, publish, disclose, display or otherwise make available the Licensed Software, or copies thereof, to any third party except as specifically set forth herein or in another written agreement with The Qt Company. Any representation or warranty Licensee makes or purports to make on The Qt Company’s behalf shall be void as to The Qt Company.
11.3 Licensee´s Indemnification
Licensee shall indemnify and hold harmless The Qt Company and its officers, directors, employees, representative, licensors, and suppliers from and against any claim, injury, judgment, settlement, loss or expense, including attorneys’ fees, arising as a consequence of: (a) Licensee’s breach of its warranties or any other provisions of this Agreement, including, but not limited to, (i) the failure of Licensee to comply with the provisions of this Section 11, (ii) any misrepresentations of Licensee in connection with The Qt Company or the Licensed Software, and (iii) any other wrongful conduct of Licensee, its employees, representatives, agents, or (b) the Device.

 

12. SUPPORT, UPDATES AND ONLINE SERVICES

Licensee will be eligible to receive Support and Updates and to use the Online Services during the Supported Term, in accordance with The Qt Company’s then current policies and procedures, if any. Such policies and procedures may be changed from time to time.

Unless Licensee notifies The Qt Company in writing no less than 30 days prior to each expiry of Supported Term, Supported Term may, at the Qt Company’s option be extended by Renewal Term, subject to due payments by Licensee and subject to The Qt Company’s terms and conditions applicable at the time of extension.

In the event Licensee selects not to have Supported Term extended, The Qt Company shall, following the expiry of Supported Term, no longer make the Licensed Software, Support, Updates or Online Services available to Licensee.

Licensee shall be responsible for providing service and support to Licensee’s Customers with respect to the Licensed Software. Licensee, as appropriate, shall inform Licensee’s Customers that all requests for support or service are to be made to Licensee, and not to The Qt Company.

Updates shall be considered to be Licensed Software and governed by this Agreement as such, unless The Qt Company designates that a different agreement shall govern. Licensee shall be responsible for distributing patches and fixes to Customers if and as The Qt Company reasonably requests.

 

13. CONFIDENTIALITY

Each party acknowledges that during the Start-For-Free-Term and Supported Term of this Agreement it shall have access to information about the other party’s business, business methods, business plans, customers, business relations, technology, and other information, including the terms of this Agreement, that is confidential and of great value to the other party, and the value of which would be significantly reduced if disclosed to third parties (“Confidential Information”). Accordingly, when a party (the “Receiving Party”) receives Confidential Information from another party (the “Disclosing Party”), the Receiving Party shall, and shall obligate its employees and agents and employees and agents of its Affiliates to: (i) maintain the Confidential Information in strict confidence; (ii) not disclose the Confidential Information to a third party without the Disclosing Party’s prior written approval; and (iii) not, directly or indirectly, use the Confidential Information for any purpose other than for exercising its rights and fulfilling its responsibilities pursuant to this Agreement. Each party shall take reasonable measures to protect the Confidential Information of the other party, which measures shall not be less than the measures taken by such party to protect its own confidential and proprietary information.

“Confidential Information” shall not include information that (a) is or becomes generally known to the public through no act or omission of the Receiving Party; (b) was in the Receiving Party’s lawful possession prior to the disclosure hereunder and was not subject to limitations on disclosure or use; (c) is developed by employees of the Receiving Party or other persons working for the Receiving Party who have not had access to the Confidential Information of the Disclosing Party, as proven by the written records of the Receiving Party or by persons who have not had access to the Confidential Information of the Disclosing Party as proven by the written records of the Receiving Party; (d) is lawfully disclosed to the Receiving Party without restrictions, by a third party not under an obligation of confidentiality; or (e) the Receiving Party is legally compelled to disclose the information, in which case the Receiving Party shall assert the privileged and confidential nature of the information and cooperate fully with the Disclosing Party to protect against and prevent disclosure of any Confidential Information and to limit the scope of disclosure and the dissemination of disclosed Confidential Information by all legally available means.

The obligations of the Receiving Party under this Section shall continue during the Supported Term and for a period of five (5) years after expiration or termination of this Agreement. To the extent that the terms of the Non-Disclosure Agreement between The Qt Company and Licensee conflict with the terms of this Section 13, this Section 13 shall be controlling over the terms of the Non-Disclosure Agreement.

 

14 FEES, ORDERS, DELIVERY AND PAYMENT

14.1 DISTRIBUTION LICENSE FEES
The Distribution License provided under Section 5.3 is conditional on the Licensee purchasing the needed amount of Distribution Licenses separately from The Qt Company before distributing Devices to Customers. Distribution licenses are sold in License Packs subject to a fee.
The License Fee for a Distribution License purchased by Licensee cannot be refunded or claimed as a credit, even on the ground that it is not distributed, by sale or otherwise, from Licensee to Customers or for any other reason.
Licensee will have an account of Distribution Licenses that will be applied to each copy of Licensed Software that is bundled or integrated with any of the Devices or that is distributed to Customers. Licensee may bundle, integrate and distribute copies of the Licensed Software so long as Licensee has Distribution Licenses paid for, but not yet used. Each time Licensee bundles, integrates or distributes a copy of Licensed Software, then one Distribution License is used, and Licensee’s account of available Distribution Licenses is decreased accordingly.
14.2 DISTRIBUTION LICENSES ORDERED
Licensee shall submit all purchase orders for Distribution Licenses to The Qt Company by email or any other method acceptable to The Qt Company (each such order is referred to herein as a “Purchase Order”). If The Qt Company wishes to accept the Purchase Order, The Qt Company may then confirm and return the Purchase Order to Licensee, whereupon the Purchase Order shall become binding between the Parties. In the event of conflict or inconsistency between this Agreement and a Purchase Order, this Agreement shall control.
14.3 PAYMENT TERMS
The Qt Company will submit an invoice to Licensee any time after The Qt Company receives a subsequent purchase order(s) from Licensee, and delivers the goods or services described in the Agreement or purchase order to Licensee. Licensee’s payments for the Licensed Software and any other charges under this Agreement shall be paid by Licensee no later than thirty (30) days from the time The Qt Company mails its invoices to Licensee. A late payment charge of the lower of (a) one percent per month; or (b) the highest interest rate allowed by applicable law, shall be charged on unpaid balances that remain past due for more than thirty (30) days. The Qt Company shall have the right to suspend, terminate or withhold Distribution Licenses, License Certificates, deliveries and/or services should Licensee fail to make payment in a timely fashion.
Licensee shall at all times maintain accurate and up-to-date written records of the number of copies of the Licensed Software that Licensee installs in each Device(s).
14.4 TAXES
All amounts payable are gross amounts but exclusive of any value added tax, use tax, sales tax or similar tax. Licensee shall be entitled to withhold from payments any applicable withholding taxes and comply with all applicable tax and employment legislation. Each party shall pay all taxes (including, but not limited to, taxes based upon its income) or levies imposed on it under applicable laws, regulations and tax treaties as a result of this Agreement and any payments made hereunder (including those required to be withheld or deducted from payments). Each party shall furnish evidence of such paid taxes as is sufficient to enable the other party to obtain any credits available to it, including original withholding tax certificates.

 

15 RECORD-KEEPING AND REPORTING OBLIGATIONS; AUDIT RIGHTS

15.1 LICENSEE’S RECORD-KEEPING
Licensee shall at all times maintain accurate and up-to-date written records of Licensee’s activities related to the Licensed Software and Distribution Licenses, including copying and distribution. The records shall be adequate to determine Licensee’s compliance with the provisions of this Agreement and to demonstrate the number of Distribution Licenses of the Licensed Software distributed by Licensee. The records shall conform to good accounting practices commonly accepted in the industry and consistently applied.

Licensee shall, within thirty (30) days from the end of each calendar quarter, deliver to The Qt Company a report detailing the number of copies of Licensed Software distributed by Licensee during that calendar quarter, and detailing also the number of undistributed copies of Licensed Software made by Licensee and remaining in its account (i.e., undistributed copies for which Distribution Licenses have been or need to be obtained from The Qt Company). Such report shall contain such other information as The Qt Company shall require from time to time.
15.2. THE QT COMPANY’S INSPECTION RIGHTS
The Qt Company or an independent auditor on The Qt Company’s behalf, may, upon at least five (5) business days’ prior written notice and at its expense, audit Licensee with respect to the use of the Licensed Software, but not more frequently than once during each 6-month period. Such audit may be conducted by mail, electronic means or through an in-person visit to Licensee’s place of business. Any such in-person audit shall be conducted during regular business hours at Licensee’s facilities and shall not unreasonably interfere with Licensee’s business activities. The Qt Company or the independent auditor shall be entitled to inspect Licensee’s books and records that likely to contain information bearing on Licensee’s compliance with this Agreement or the payments due to The Qt Company under this Agreement, including, but not limited to: assembly logs, sales records, distribution records (“Licensee’s Records”) The Qt Company shall not remove, copy, or redistribute any electronic material during the course of an audit.
If an audit reveals that Licensee is using the Licensed Software in a way that is in material violation of the terms of the Agreement, then Licensee shall pay The Qt Company’s reasonable costs of conducting the audit. In the case of a material violation, Licensee agrees to pay The Qt Company any amounts owing that are attributable to the unauthorized use. In the alternative, The Qt Company reserves the right, at The Qt Company’s sole option, to terminate the licenses for the Licensed Software.

 

16. GENERAL PROVISIONS

16.1 No Assignment
Licensee shall not be entitled to assign or transfer all or any of its rights, benefits and obligations under this Agreement without the prior written consent of The Qt Company, which shall not be unreasonably withheld. The Qt Company shall be entitled to assign or transfer any of its rights, benefits or obligations under this Agreement on an unrestricted basis.

16.2 Termination
16.2.1 Termination by The Qt Company
The Qt Company shall have the right to terminate this Agreement upon thirty (30) days prior written notice if (i) the Licensee is in breach of any material obligation under this Agreement and the breaching Party fails to remedy such breach within such notice period; (ii) any Third Party Software license grant to The Qt Company terminates or expires; or (iii) Licensee or any of its Affiliates bring a suit before any court or administrative agency or otherwise assert a claim for infringement of Intellectual Property Rights owned or licensable by Licensee or its Affiliates against (a) The Qt Company or any of its Affiliates; or (b) any other recipient of a license from The Qt Company with respect to the Licensed Software; or (c) any contractor, customer or distributor of a Party listed above in a or b; where such suit or claim relates to the use of the Licensed Software.
16.2.2 Mutual right to Terminate
Either party shall have the right to terminate this Agreement immediately upon written notice in the event that the other party becomes insolvent, files for any form of bankruptcy, makes any assignment for the benefit of creditors, has a receiver, administrative receiver or officer appointed over the whole or a substantial part of its assets, ceases to conduct business, or an act equivalent to any of the above occurs under the laws of the jurisdiction of the other party.
16.2.3 Parties´ Rights and Duties upon Termination
16.2.3.1 Licensed Software which has not been subject to Distribution

Upon termination of the Licenses, Licensee shall cease using the Licensed Software and return to The Qt Company all copies of Licensed Software that were supplied by The Qt Company. All other copies of Licensed Software in the possession or control of Licensee must be erased or destroyed. An officer of Licensee must promptly deliver to The Qt Company a written confirmation that this has occurred.

16.2.3.2 Licensed Software which has been distributed in connection with Licensed Products

Upon termination or expiration of this Agreement, the following rights granted hereunder, shall terminate, as follows:
a) Licensee shall, within: (i) thirty (30) days if termination is based on Sections 16.2.1, 16.2.2, 15.2; or (ii) within six (6) months of the termination date, if termination is based on any other reason, discontinue all copying, embedding, production and distribution of any copies of the Licensed, and will cause any third parties who obtained from it the right to manufacture or distribution of copies of the Licensed Software to do likewise.
b) Any termination of this Agreement shall not affect any rights of an end-user to use the Licensed Software.
c) Licensee shall cease using the Licensed Software as provided for above, including without limitation all source code, master diskettes and tapes, user manuals for the Licensed Software and Documentation, and deliver such to The Qt Company and/or permanently destroy all copies of the Licensed Software and all materials relating to the Licensed Software, except that Licensee may retain and exploit only such copies of the Licensed Software as it may reasonably require in providing continued support to its end-user customers, and will certify that that is the case upon the request of the The Qt Company.
16.3 Surviving Sections
Any terms and conditions that by their nature or otherwise reasonably should survive a cancellation or termination of this Agreement shall also be deemed to survive. Such surviving terms and conditions include, but are not limited to the Section 13.

16.4 Entire Agreement
This Agreement constitutes the complete agreement between the parties and supersedes all prior or contemporaneous discussions, representations, and proposals, written or oral, with respect to the subject matters discussed herein, with the exception of the non-disclosure agreement executed by the parties in connection with this Agreement (“Non-Disclosure Agreement”), if any, shall be subject to Section 13. No modification of this Agreement shall be effective unless contained in a writing executed by an authorized representative of each party. No term or condition contained in Licensee’s purchase order shall apply unless expressly accepted by The Qt Company in writing. If any provision of the Agreement is found void or unenforceable, the remainder shall remain valid and enforceable according to its terms. If any remedy provided is determined to have failed for its essential purpose, all limitations of liability and exclusions of damages set forth in this Agreement shall remain in effect.

16.5 Force Majeure
Neither party shall be liable to the other for any delay or non-performance of its obligations hereunder other than the obligation of paying the license fees in the event and to the extent that such delay or non-performance is due to an event of Force Majeure (as defined below). If any event of Force Majeure results in a delay or non-performance of a party for a period of three (3) months or longer, then either party shall have the right to terminate this Agreement with immediate effect without any liability (except for the obligations of payment arising prior to the event of Force Majeure) towards the other party. A “Force Majeure” event shall mean an act of God, terrorist attack or other catastrophic event of nature that prevents either party for fulfilling its obligations under this Agreement.

16.6 Notices
Any notice given by one party to the other shall be deemed properly given and deemed received if specifically acknowledged by the receiving party in writing or when successfully delivered to the recipient by hand, fax, or special courier during normal business hours on a business day to the addresses specified below. Each communication and document made or delivered by one party to the other party pursuant to this Agreement shall be in the English language or accompanied by a translation thereof.

Notices to The Qt Company shall be given to:
The Qt Company Ltd
Attn: Legal
Valimotie 21
FI-00380 Helsinki
Finland
Fax: +358 10 313 3700

16.7 Export Control
Licensee acknowledges that the Licensed Software may be subject to export control restrictions of various countries. Licensee shall fully comply with all applicable export license restrictions and requirements as well as with all laws and regulations relating to the importation of the Licensed Software and/or Modified Software and/or Applications and shall procure all necessary governmental authorizations, including without limitation, all necessary licenses, approvals, permissions or consents, where necessary for the re-exportation of the Licensed Software, Modified Software or Applications.

16.8 Governing Law and Legal Venue
This Agreement shall be construed and interpreted in accordance with the laws of Finland, excluding its choice of law provisions. Any disputes, controversy or claim arising out of or relating to this Agreement, or the breach, termination or validity thereof shall be shall be finally settled by arbitration in accordance with the Arbitration Rules of the Central Chamber of Commerce of Finland. The arbitration tribunal shall consist of one (1), or if either Party so requires, of three (3), arbitrators. The award shall be final and binding and enforceable in any court of competent jurisdiction. The arbitration shall be held in Helsinki, Finland and the process shall be conducted in the English language.

16.9 No Implied License
There are no implied licenses or other implied rights granted under this Agreement, and all rights, save for those expressly granted hereunder, shall remain with The Qt Company and its licensors. In addition, no licenses or immunities are granted to the combination of the Licensed Software and/or Modified Software, as applicable, with any other software or hardware not delivered by The Qt Company under this Agreement.

 

Appendix 1

1. Parts of the Licensed Software that are permitted for distribution (“Redistributables”)
– The Licensed Software’s essential and add-on libraries as listed in the License Certificate 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”), excluding any parts or plug-ins which are delivered to Licensee only in object code
– The Licensed Software’s QML (“Qt Quick”) launcher tool (“qmlscene” and “qmlviewer”) in object code/executable form
– The Licensed Software’s installer framework

2. Parts of the Licensed Software that are not permitted for distribution without a separate SDK distribution license agreement include, but are not limited to
– The Licensed Software’s source code and header files
– The Licensed Software’s documentation
– The Licensed Software’s documentation generation tool (“qdoc”)
– The Licensed Software’s tool for writing makefiles (“qmake”)
– The Licensed Software’s Meta Object Compiler (“moc”)
– The Licensed Software’s User Interface Compiler (“uic” or in the case of Qt Jambi: “juic”)
– The Licensed Software’s Resource Compiler (“rcc”)
– The Licensed Software’s generator (only in the case of Qt Jambi if applicable)
– The Licensed Software’s parts of the IDE tool (“Qt Creator”) that are delivered to Licensee only in object code
– The Licensed Software’s Emulator
– Build scripts, recipes and other material for creating the configuration of Licensed Software and/or 3rd party components, including the reference operating system configuration delivered in conjunction with the Licensed Software

 

Appendix 2: Distribution Licensing

I – Definitions
The terms used in this Appendix 2 shall have the same meaning as defined in the main part of the Agreement.
“Sublicensed Software” shall mean the Licensed Software, which is sublicensed to end-users (Sublicensees) in accordance with Section 5.3 of the Agreement.
“Sublicensee” shall mean the end-user to which the Sublicensed Software is licensed.
“Sublicense” shall mean the license given by Licensee to Sublicensee in accordance with Section 5.2 of the Agreement and this Appendix 2.
II – Sublicensing
The sublicensing referred to in Section 5.3 of the Agreement must satisfy the criteria set forth under sections 1 – 11 below:
1. Source code.
Only the object code of the Sublicensed Software may be sublicensed. Unless authorized in a separate agreement with The Qt Company, the source code may not be sublicensed.
2. End-User Documentation.
Sublicensee may be given the right to use the end-user Documentation, provided that such rights are limited to use in connection with the Sublicensed Software. Whenever the context reasonably permits, any reference in this Appendix to Sublicensed Software shall also apply to the end-user Documentation.
3. Limitations on Numbers of Computers and Processors.
The Sublicensee’s right to use the Sublicensed Software must be limited so that each Sublicense can only be used on a single computer or processor within the possession and control of the Sublicensee. Each Sublicense may not withstanding the foregoing also cover additional computers or processors, but in such case, each additional computer or processor covered by the Sublicense shall require Licensee’s purchase of one additional Distribution license from The Qt Company.
4. Limits on Use, Distribution and Derivative Works.
The Sublicense and Sublicensee’s rights must be limited to Sublicensee’s internal use purposes only and must not include any license, right or authorization to distribute or disclose any copy or portion of the Sublicensed Software to any other person. Sublicensee must not be given the right to modify or create derivative works based on the Sublicensed Software, and it must be stated explicitly in the Sublicense that such modification or creation is prohibited.

5. Copies.
Sublicensee may be given the right to make copies of the Sublicensed Software, provided that any such copy: (a) is created as an essential step in the utilization of Sublicensed Software in accordance with the Sublicense, or (b) is only for archival purposes to back-up the licensed use of Sublicensed Software. Sublicensee may also be given the right to make copies of Sublicensed Software to the extent reasonably needed to exercise rights under the Sublicense. Sublicensee must be obliged under the Sublicense to make sure that all The Qt Company trademark, copyright and intellectual property notices are faithfully reproduced and included on copies made by Sublicensee. Sublicensee may be given the right to make copies of the Documentation, but only as reasonably needed to facilitate the use of Sublicensed Software. Sublicensee may not be given the right to make any other copies of Licensed Software or Documentation unless and except as permitted by The Qt Company in a separate, written agreement.
6. Other Versions and Updates.
If Licensee is entitled to Updates in accordance with Section 12of the Agreement, such Updates may also be sublicensed, subject to the terms and conditions found in this Appendix 2.
7. Protection of Sublicensed Software.
Except as expressly permitted in this Appendix 2 (or in another written agreement with The Qt Company), Sublicensee must not be given any rights to modify or create derivative works based on Sublicensed Software, or reproduce Sublicensed Software, or distribute any copies of Sublicensed Software, or disclose any Sublicensed Software to any third party, or decompile, disassemble or otherwise reverse engineer Sublicensed Software, or use any Sublicensed Software or information learned therefrom. Sublicensee must as part of the contractual terms in the Sublicense acknowledge that The Qt Company and its licensors own the copyrights and other intellectual property in and to the Sublicensed Software.
8. Disclaimers Of Warranties.
Licensee may not give any warranties regarding the Sublicensed Software to Sublicensee on behalf of The Qt Company.
9. Responsibility of Sublicensee.
Sublicensee shall, as part of the Sublicense, be made responsible for decisions made and actions taken based on Sublicensed Software. Sublicensee shall as part of the contractual terms of the Sublicense be made aware that the Sublicensed Software is not designed, intended or licensed for use in or with systems, devices or products intended for surgical implant into the body or other applications intended to support or sustain life or for any aviation or nuclear reactor application or any other application in which the software or its failure, malfunction or inadequacy could directly or indirectly cause or contribute to personal injury or death or significant property damage. It shall further be stated in the Sublicense that it is Sublicensee’s responsibility to ascertain the suitability of Sublicensed Software for any situation or application. It shall also be stated that the Sublicense defines a mutually agreed-upon allocation of risk and the Sublicense fees reflect such allocation of risk.
10. Termination.
Licensee shall, as part of the terms of the Sublicense, be entitled to terminate the Sublicense granted to Sublicensee if Sublicensee breaches terms and conditions set to comply with this Appendix 2. The Qt Company may instruct Licensee to terminate the Sublicense without undue delay if termination is warranted in accordance with the foregoing. Upon termination of the Sublicense, Sublicensee shall be obliged to immediately cease all use of Sublicensed Software and to destroy all copies of Sublicensed Software within the possession or control of Sublicensee.
11. Mandatory law.
The requirements above shall not apply to the extent they contravene mandatory provisions of the law governing the Sublicense, but in such case, The Qt Company shall be notified about the changes.

Qt Cloud Services Terms of Service

Version: September 1, 2014

1. Legal Validity

These service terms make up the agreement (“Agreement”) between you (“User”) and Digia Finland Ltd (“Digia” as further defined in Section 2 below) with respect to the use of the Qt Cloud Services and any included Services as further defined in Section 2.

Please, read these terms through carefully. By selecting “I accept”, you as the User are deemed to accept these terms of this Agreement and to commit yourself to observing them. When representing a legal entity, you should ensure your due authorization to approve these terms before you select “I accept”. Otherwise, we regard you as personally responsible for compliance with this Agreement.

With both parties agreeing to comply with this Agreement, this Agreement shall be deemed to enter into force when the Digia has informed the User of receipt and acceptance of the service order that the User has made.

2. Definitions

“Acceptable Use Policy” means the acceptable use policy for the Service available at the following URL: https://developer.qtcloudservices.com/legal/aup or such other URL as Digia may provide.

“Account” means User’s account for using the Services.

“Application(s)” means any application or service User creates using the Service, including any source code written by User to be used or hosted with the Service.

“Brand Features” means the trade names, Trademarks, service marks, logos, domain names, and other distinctive brand features of each party, respectively, as secured by such party from time to time.

“End User” refers to any third party user of Application.

“Emergency Security Issue” means either: (a) User’s or its End User’s use of the Services in violation of the Acceptable Use Policy, which could disrupt: (i) the Services; (ii) other Users’ or its End Users’ use of the Services; or (iii) the Digia or Digia’s service provider network, or servers used to provide the Services; or (b) unauthorized third party access to the Services.

“Content” refers to all information which is stored or processed through the Services. The Content includes, but is not limited, the following: software, data structures, images, audio, machine processed data, music, photographs sounds, videos or written text.

“Digia” refers to Digia Finland Ltd., Business ID 1091248-4, street address Valimotie 21, FI-00380 Helsinki, Finland, as well as Digia’s group companies respective to the same.

“Documentation” means Digia documentation in the form generally made available by Digia to its Users for use with the Service, as may be found here: https://developer.qtcloudservices.com or such other URL as Digia may provide.

“High Risk Activities” means uses such as the operation of nuclear facilities, air traffic control, or life support systems, where the use or failure of the Service could lead to death, personal injury, or environmental damage.

“Intellectual Property Rights” means current and future worldwide rights under patent law, copyright law, trade secret law, trademark law, moral rights law, and other similar rights.

“Privacy Policy” means Digia’s privacy policy located at https://developer.qtcloudservices.com/legal/privacy or such other URL as Digia may provide.

“Subscription” shall mean all the paid Services or features that you have ordered from Digia.

“Terms URL” shall mean means the following URL: https://developer.qtcloudservices.com/legal/terms or such other URL as Digia may provide.

“Third Party Request” means a request from a third party for records relating to an End User’s use of the Services. Third Party Requests can be a lawful search warrant, court order, subpoena, other valid legal order, or written consent from the End User permitting the disclosure.

“Update” means the periodic software updates provided by Digia to User from time to time. Updates are designed to improve, enhance and further develop the Service and may take the form of bug fixes, enhanced functions, new software modules and completely new versions.

“User” refers to natural person or legal entity, which is bound by this Agreement either by their acceptance or representation.

“Service(s)” mean, as applicable: (a) Qt Cloud Services Platform; (b) Enginio Data Storage; (c) Managed WebSocket; and (d) Managed Application Runtime, and such other services as set forth here: https://developers.qtcloudservices.com (including any associated application program interfaces).

“Service Instance(s)” means resources via which User may use the Services.

“Service Specific Terms” means the terms specific to one or more Services set forth here: https://developers.qtcloudservices.com/legal/additional-terms.

3. Right to use the Service

Digia grants to User a worldwide, non-sublicensable, non-transferable, non-exclusive, limited right to (a) use the Services, (b) integrate the Service into any Application. The right to utilize the Services is granted subject to the User strictly following this Agreement and applicable pricing for the Service.

4. Service Provisions

4.1 User agrees to protect the privacy and legal rights of the End Users of Application. User must provide legally adequate privacy notice and protection for End Users. If End Users provide User with user names, passwords, or other login information or other type of personal information, User must make End Users aware that all such personal information will be stored and processed through external service.

4.2 All facilities used to store and process an Application (including Content) will adhere to reasonable security standards no less protective than the security standards at facilities where Digia processes and stores its own information of a similar type. By using the Service, User consents to this processing and storage of the Application (including Content). Under this Agreement, Digia is merely a data processor.

4.3 Digia will provide the Service to User. As part of receiving the Service, User will have access to the management console, through which User may administer the Service.

4.4 User must have an Account to use the Service, and is responsible for the information it provides to create the Account, the security of its passwords for the Account, and for any use of its Account. If User becomes aware of any unauthorized use of its password or it’s Account, User will notify Digia as promptly as possible.

4.5 The Service shall be subject to Digia’s Privacy Policy. Changes to the Privacy Policy will be made as stated in the applicable policy.

4.6 Digia may make new applications, tools, features or functionality available from time to time through the Service, the use of which may be contingent upon User’s Agreement to additional terms.

4.7 If User becomes aware that any Application or Content violates the Acceptable Use Policy, User will immediately suspend the Application, remove the applicable Content or suspend access to an End User (as may be applicable). If User fails to suspend or remove as noted in the prior sentence, Digia may specifically request that User do so. If User fails to comply with Digia’s request to do so within twenty-four hours, then Digia may disable the Application or Service Instances, and/or disable the Account (as may be applicable) until such violation is corrected.

4.8 Despite the foregoing, if there is an Emergency Security Issue, then Digia may automatically suspend Application, Service Instances, or Account. Suspension will be to the minimum extent required, and of the minimum duration, to prevent or terminate the Emergency Security Issue. If Digia suspends Application, Service Instances, or Account, for any reason, without prior notice to User, at User’s request, Digia will provide User the reason for the suspension as soon as is reasonably possible.

5. Changes to Service by Digia

5.1 Digia may make commercially reasonable Updates to the Service from time to time. If Digia makes a material change to the Service, Digia will inform User, provided that User has subscribed with Digia to be informed about such change.

5.2 Digia may make changes to this Agreement, including pricing from time to time. Unless otherwise noted by Digia, material changes to the Agreement will become effective ninety (90) days after they are posted, except if the changes apply to new functionality in which case they will be effective immediately. If User does not agree to the revised Agreement, User should stop using the Service. Digia will post any modification to this Agreement to the Terms URL.

6. Pricing and terms of Payment

6.1 Subject to this Agreement, Services may be provided to User without charge up to certain limits, as further defined in the pricing. Usage over this limit requires User’s purchase of extensions to User’s subscription. The pricing for such extensions and other services can be found at http://qtcloudservices.com/pricing

6.2 For all purchased services, Digia will issue an electronic bill for all charges on a monthly basis or at the interval indicated in pricing fees and payment policies, if different.

6.3 Digia may change its fees and payment policies for Services without noticing. Any outstanding balance becomes immediately due and payable upon termination of this Agreement for any reason.

6.4 User may not access or use Services in a manner intended to avoid incurring fees.

6.5 Late payments may bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less). Digia reserves the right to suspend your Account for any late payments.

6.6 User is responsible for any taxes, and User will pay Digia for the Services without any reduction for taxes. If Digia is obligated to collect or pay taxes, the taxes will be invoiced to User, unless User provides Digia with a valid tax exemption certificate authorized by the appropriate taxing authority. If User is required by law to withhold any taxes from its payments to Digia, User must provide Digia with an official tax receipt or other appropriate documentation to support such payments.

6.7 To the fullest extent permitted by law, User waives all claims relating to charges unless claimed within sixty (60) days after the charge (this does not affect any User rights with its credit card issuer). Refunds (if any) are at the discretion of Digia and will only be in the form of credit for the Service. Nothing in this Agreement obligates Digia to extend credit to any party.

7. Intellectual Property Rights

7.1 All Intellectual Property Rights to the Service, related materials shall vest exclusively on the Digia or a third party, as may be applicable.

7.2 Digia acknowledges and agrees that it obtains no Intellectual Property Rights to any Content or any other material that the User or End User may provide to the Services.

7.3 User may decide to give Digia input or feedback on the Services (“Feedback”). User grants to Digia, under all of User’s Intellectual Property Rights, a worldwide, non-exclusive, perpetual, irrevocable, royalty-free right to: (a) use, copy and modify the Feedback and to create derivative works of the Feedback, and (b) make (and have made), sell, offer for sale, lease and otherwise distribute any Digia products or services using or containing the Feedback, and (c) sublicense the rights to use the Feedback to enable the use of Digia’s possible products and/or services.

7.4 If User wants to display Digia Brand Features in connection with its use of the Service, User must obtain written permission from Digia. Digia may include User’s name or Brand Features in a list of Digia customers, online or in promotional materials. Digia may also verbally reference User as a customer of the Digia products or services that are the subject of this Agreement. Any use of a party’s Brand Features will inure to the benefit of the party holding Intellectual Property Rights to those Brand Features. A party may revoke the other party’s right to use its Brand Features pursuant to this Agreement with written notice to the other and a reasonable period to stop the use.

8. Obligations for the User

8.1 User is solely responsible for the Application (including Content). User is responsible for making sure the Application and Content complies with the Acceptable Use Policy and the Service Specific Terms. If Digia suspects non-compliance, Digia reserves the right to review the Application or Content to ensure User’s compliance with the Acceptable Use Policy and Service Specific Terms. User is also responsible for ensuring all End Users comply with User’s obligations under the Acceptable Use Policy, the Service Specific Terms, and the restrictions in Section 8.2 below.

8.2 User will protect the privacy and legal rights of its End Users under all applicable laws and regulations, which includes a legally adequate privacy notice communicated from User. User may have the ability to access, monitor, use, or disclose Content submitted by End Users through the Service. User will obtain and maintain any required consents from End Users to allow User’s access, monitoring, use or disclosure of Content. Further, User will notify its End Users that any information provided as part of the Application will be made available to Digia as part of Digia providing the Service.

8.3 User will not, and will not allow third parties under its control to: (a) copy, modify, create a derivative work of, reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract the source code of the Service or any component thereof (subject to Section 8.4 below); (b) use the Service for High Risk Activities; (c) sublicense, resell, or distribute the Service or any component thereof separate from any integrated User offering; (d) use the Service to create a substantially similar product or service; or (e) create multiple Applications to simulate or act as a single Application or otherwise access the Service in a manner intended to avoid incurring fees.

8.4 Open source software licenses for components of the Service released under an open source license constitute separate written Agreements. Open source software is listed in the Documentation. To the limited extent the open source software licenses expressly supersede this Agreement, the open source license instead governs User’s Agreement with Digia for the specific included open source components of the Service, or use of the Service (as may be applicable).

8.5 User is responsible for responding to Third Party Requests. Digia will, to the extent allowed by law and by the terms of the Third Party Request: (a) promptly notify User of its receipt of a Third Party Request; (b) comply with User’s reasonable requests regarding its efforts to oppose a Third Party Request; and (c) if the information is solely held by Digia and reasonably accessible by Digia, provide User with the information required for User to respond to the Third Party Request.

8.6 Digia will provide Documentation for User’s use of the Service. The Documentation may specify restrictions in how Applications may be built and User agrees to any such restrictions specified.

9. Limitations of Liability

9.1 Neither party shall be liable for any indirect or consequential damage.

9.2 The limitations of liability shall not apply to damages caused by willful misconduct, gross negligence or intellectual property rights compliant with Section 7.

9.3 DIGIA DOES NOT MAKE ANY EXPRESS, IMPLIED OR STATUTORY WARRANTIES, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OR ARISING FROM A COURSE OF DEALING, TRADE USAGE OR TRADE PRACTICE. DIGIA DOES NOT WARRANT, GUARANTEE OR MAKE ANY REPRESENTATIONS REGARDING THE USE OF THE SERVICES IN TERMS OF CORRECTNESS, ACCURACY, NON-INFRINGEMENT, RELIABILITY OR OTHERWISE. YOU RELY ON THE SERVICES AND ANY RELATED FINDINGS SOLELY AT YOUR OWN RISK.

9.4 DIGIA SHALL IN NO CASE BE LIABLE IN CONTRACT,TORT OR OTHERWISE FOR ANY LOSS OF REVENUE, PROFIT, BUSINESS OR GOODWILL OR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE COST, DAMAGES OR EXPENSE OF ANY KIND HOWEVER CAUSED OR HOWEVER ARISING UNDER OR IN CONNECTION WITH THE SERVICES. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THIS EXCLUSION BUT MAY ALLOW LIABILITY TO BE LIMITED, IN SUCH CASES DIGIA, ITS EMPLOYEES OR LICENSORS’ LIABILITY SHALL BE LIMITED TO 50 € (FIFTY EUROS).

9.5 DIGIA AND ITS SUPPLIERS ARE NOT RESPONSIBLE OR LIABLE FOR THE DELETION OF OR FAILURE TO STORE ANY CONTENT AND OTHER COMMUNICATIONS MAINTAINED OR TRANSMITTED THROUGH USE OF THE SERVICES. USER IS SOLELY RESPONSIBLE FOR SECURING AND BACKING UP ITS APPLICATIONS, SERVICE INSTANCES, AND CONTENT. NEITHER DIGIA NOR ITS SUPPLIERS, WARRANTS THAT THE OPERATION OF THE SOFTWARE OR THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED. NEITHER THE SOFTWARE NOR THE SERVICES ARE DESIGNED, MANUFACTURED, OR INTENDED FOR HIGH RISK ACTIVITIES.

10. Governing Law and Dispute Settlement

10.1 This agreement shall be governed by the laws of Finland, excluding choice of law principles.

10.2 All disputes arising out of this agreement shall be primarily settled through negotiations between the Parties. Should the Parties not be able to settle the dispute through negotiations, the dispute shall be finally settled in arbitration in Helsinki by one arbitrator under the rules of the Arbitration Institute of the Central Chamber of Commerce of Finland.

11. Term & Termination

11.1 The User may cancel the subscription of any purchased Services at any time. The User will not receive any refunds if the subscription is cancelled.

11.2 Digia shall always have the right to terminate the agreement with immediate effect, in the event that the User (i) does not remit payment outstanding within thirty (30) days of a written reminder of payment due, or (ii) otherwise breaches this Agreement or other instructions applicable to Service or the Content thereof, as such instructions are given by Digia.

11.3 Digia shall also have the right to terminate this Agreement and the Service subject to the Digia’s service provider termination or discontinuation of the relevant service platform licensed by Digia for the purposes of running the Service. In such case Digia shall inform the user without undue delay.

11.4 Digia reserves the right to terminate the Service Instances for inactivity, if, for a period exceeding 30 days, User: (a) has failed to access the management console; (b) Service Instances have not served any requests; and (c) no electronic bills are being generated.

11.5 If this Agreement expires or is terminated for any reason, then: (i) the rights granted by one party to the other will immediately cease; (ii) all Fees owed by User to Digia are immediately due upon receipt of the final invoice; and (iii) User will delete all Software, Applications, Service Instances, and any Content.

12. Personal Information

12.1 For the purposes of this Agreement, personal information shall include but is not limited to: User’s name, email address, and any other information from which User can be identified.

12.2 Digia will hold and process any Personal Information received via Service only for the purposes to provide Service for its Users. Digia may pass such information outside Digia group only (1) if and to the extent a third party service provider has a strict need-to-know basis for such information to be able to provide its services to Digia, or (2) in order to comply with the law or requests of governmental entities. Given the global nature of Digia´s business, processing information for the above purposes may involve a cross-border transfer of the information provided to Digia.

12.3 In addition to the information submitted to Digia via the Service, Digia may collect information about the use of Service, tools and API’s, and visits to Service web pages. This information includes but is not limited to: User and End Users IP address and browser cookies.

12.4 User is responsible for maintaining always up-to-date personal information. At any time, User may review and change the personal information via Service management console. User is responsible for maintaining always up-to-date personal information. At any time, User may review and change the personal information via Service management console. User has also right to request a copy of User’s personal information collected and saved by Digia in connection with Service. Any such request shall be made via email at address: info@qtcloudservices.com.

12.5 User shall acknowledge and consent to the processing and transfer of information in the way and for the purpose mentioned in this section.

13. Indemnification

13.1 User will indemnify, defend, and hold harmless Digia from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of a third party claim: (i) regarding any Application or Content; (ii) that User’s Brand Features infringe or misappropriate any patent, copyright, trade secret or trademark of a third party; or (iii) regarding User’s, or its End Users’, use of the Service in violation of the Acceptable Use Policy.

13.2 If Digia reasonably believes the Service infringes a third party’s Intellectual Property Rights, then Digia will: (a) obtain the right for User, at Digia’s expense, to continue using the Service; (b) provide a non-infringing functionally equivalent replacement; or (c) modify the Service so that it no longer infringes. If Digia does not believe the foregoing options are commercially reasonable, then Digia may suspend or terminate User’s use of the impacted Service.

13.3 The party seeking indemnification will promptly notify the other party of the claim and cooperate with the other party in defending the claim. The indemnifying party has full control and authority over the defense, except that: (a) any settlement requiring the party seeking indemnification to admit liability or to pay any money will require that party’s prior written consent; and (b) the other party may join in the defense with its own counsel at its own expense. The indemnities above are the only remedy under this Agreement for violation of a third party’s Intellectual Property Rights.

14. Other Terms

14.1 Neither Party shall be liable for delays nor damages that result from obstacles beyond his control (force majeure) which he cannot be reasonably expected to have taken into account at the time of signing the contract and whose consequences he also cannot be expected to have reasonably avoided or overcome. A labour strike, block, boycott and other industrial action is regarded as force majeure also when the Party is himself its object or is involved. The Party must report a case of force majeure without delay in writing to the other Party, also when no longer in effect.

14.2 User shall have no right to transfer this agreement even in part without the written approval of Digia.

14.3 All notices must be in writing and addressed to the attention of the other party’s legal department and primary point of contact. Notice will be deemed given: (a) when verified by written receipt if sent by personal courier, overnight courier, or mail; or (b) when verified by automated receipt or electronic logs if sent by facsimile or Email. ++++++

Qt SILVER SUPPORT TERMS AND CONDITIONS

Agreement version 1.4

Qt Silver Support is provided by The Qt Company or The Qt Company Ltd (“The Qt Company”), depending on your location, to you (either an individual or a legal entity) (“Customer”) according to the following terms and conditions (“Agreement”). If you are located in the Americas (North America, Central America or South America), the services set forth in this Agreement are provided to you by The Qt Company. If you are located elsewhere in the world, the services set forth in this Agreement are provided to you by The Qt Company Ltd.
If you do not agree to these terms and conditions contained herein, you may not utilize the services provided under this Agreement.

 

1. DEFINITIONS

“Affiliate” of a Party shall mean an entity (i) which is directly or indirectly controlling such Party; (ii) which is under the same direct or indirect ownership or control as such Party; or (iii) which is directly or indirectly owned or controlled by such Party. For these purposes, an entity shall be treated as being controlled by another if that other entity has fifty percent (50 %) or more of the votes in such entity, is able to direct its affairs and/or to control the composition of its board of directors or equivalent body.
“Designated User(s)” shall mean the employee(s) of Customer acting within the scope of employment or Customer’s consultant(s) or contractor(s) acting within the scope of their services for Customer and on behalf of Customer for whom Customer has purchased Support. Such Designated User(s) shall be named individuals.
“Errors” shall mean an error, flaw, mistake, failure, or fault in Qt Commercial that prevents it from behaving as intended.
“Initial Term” shall mean, unless a different period of time is specified in The Qt Company’s quotation to Customer under this Agreement, the period of time one (1) year from the latter of (i) the Effective Date (if one is specified); or (ii) the date Support was first made available to Customer, unless earlier terminated in accordance with Section 9.3. If a different period of time is specified in The Qt Company’s quotation to Customer under this Agreement, the Initial Term shall mean the period of time specified in such quotation.
“Qt ” shall mean the Qt computer software products, “online” or electronic documentation, associated media and printed materials, including the source code, example programs and the documentation delivered by The Qt Company or an authorized reseller to Customer under a commercial license agreement.
“Platforms” shall mean the commercially licensed desktop, embedded, mobile and RTOS platforms for which Customer has purchased Support.
“Party or Parties” shall mean Customer and/or The Qt Company.
“Response Time” shall mean the period of time from when Customer notifies The Qt Company about an Error or requests Support until The Qt Company provides Customer with a response that addresses (but not necessarily resolves) the technical problem presented in the reported Error or provides the requested Support.
“Support” shall mean developer assistance that is provided by The Qt Company to assist eligible Designated Users in Qt installation, usage, functionality problem resolution for Error(s) and Error workarounds.

 

2. SUPPORT SERVICES

2.1 Support Services Provided by The Qt Company
Subject to the terms and conditions contained in the Agreement, The Qt Company, by e-mail or via its web based support user interface will provide Designated User(s) with Support for the Platforms which Customer has licensed, or for which Customer has purchased Support, from The Qt Company.
The Qt Company shall invest a commercially reasonable time and effort in providing Support and in the resolution of a reported Error(s) and will provide the Designated User with a response addressing the Error. The Qt Company will make commercially reasonable efforts to solve Errors in The Qt Company released versions of Qt software products. In many instances, the earliest possible resolution of an Error will be for the Designated User to get access to a fix through downloading of the next released version of the applicable Qt software product(s), depending on when the Error is reported and the established release schedule for the affected Qt software product(s). If possible, The Qt Company will, however, provide the Designated User with a temporary workaround addressing such Error.
2.2 Customer’s Obligations
To report an Error, the Designated User shall register the Error on The Qt Company’s web-based support user interface located at: https://account.qt.io/login or at another location reasonably designated by The Qt Company.
The Designated User must provide adequate information and documentation to The Qt Company to enable it to recreate the problem for which the Designated User has sought assistance.
To ensure efficient handling of Errors, the Designated User must provide the following information, where relevant:
(i) A clear, detailed description of the problem, question or suggestion;
(ii) Identification of which Qt product and version is affected;
(iii) Identification of which operating environment on which the problem exists, including the operating system, hardware Platform, build tools, etc.
(iv) A complete and compilable test case of not more than 500 lines of code that demonstrates the problem;
(v) Additional relevant content, such as screenshots, etc. Additional content should be included as email attachments. The preferred image formats are JPEG and PNG. Compressed content should be included in zip or tar.gz archives. Executable content and documents in platform specific formats such as Microsoft Office® are not accepted.
In order for The Qt Company to provide prompt handling of Errors, the Designated User shall promptly respond to requests from The Qt Company for additional information.
2.3 Support Limitations
(i) Version Support: A commercially licensed Qt software product version x.y.z will be supported until two (2) years following the release date of the following version (x.y+1.0 or x+1.y.0 whichever occurs first).
(ii) Pre-Release Version Support: Support is not provided for snapshots, preview releases, beta releases or release candidates.
(iii) The Qt Company shall have no obligation to provide Support for hardware problems or Qt software products which have been subject to improper use, accident, neglect or modification.
(iv) The Qt Company shall not provide Support for third party software or problems caused by third party software, even if such third party software is distributed together with Qt software product(s).
(v) The Qt Company shall only provide Support for activities in which the Designated User is involved and shall limit its Support to Designated User(s).
(vi) All the persons developing Applications (as defined in the applicable Qt license agreement between The Qt Company and Customer) have to be Designated Users, i.e. persons to whom Customer has duly purchased the Support.

(vii) The Qt Company shall only provide Support for Error(s) that can be reproduced on Qt Platforms that are officially supported by The Qt Company as listed in the online Qt product documentation for the relevant product version.

 

3. RESPONSE TIME

3.1 Errors and Support requests will have a Response Time not to exceed two (2) business days.
3.2 For complex issues, The Qt Company may provide an initial response to the Designated User and then follow up, without undue delay, with additional communication before an Error is resolved or Support provided.

 

4. RENEWALS

4.1 Customer may purchase a renewal of Support for Designated User(s) at the end of the Initial Term at The Qt Company’s then current prices for such Support.

 

5. RELEASES AND VERSIONS

The primary focus of maintenance releases is product stability. Therefore, the following types of changes will typically be included in the next Qt software maintenance release (x.y.z+1):
(i) Bug fixes caused by changes to previously working code;
(ii) Fixes related to build issues on supported Platforms;
(iii) Defect repairs specific to a single Platform that are not present on other Platforms;
(iv) Critical defect repairs within the Qt software products, including but not limited to crashes, data corruption, loss of data, race conditions; and
(v) Updates to documentation and license information when deemed necessary by The Qt Company.

 

6. WARRANTY DISCLAIMER

The Qt Company makes no warranties that the Support provided will be successful in resolving any difficulties or problems or in diagnosing faults reported by Customer. Support is provided to Customer on an “as is” basis. To the maximum extent permitted by applicable law, The Qt Company on behalf of itself and its suppliers, disclaims all warranties and conditions, either express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose for the Support provided by The Qt Company to Customer.

 

7. LIMITATION OF LIABILITY

If, The Qt Company’s warranty disclaimer notwithstanding, The Qt Company is held liable to Customer, whether in contract, tort or any other legal theory, based on the Support provided hereunder, The Qt Company’s entire liability to Customer and Customer’s exclusive remedy shall be, at The Qt Company’s option, either (A) return of the fees paid by Customer for the Support, or (B) resupply of the Support by The Qt Company. The Qt Company shall not, under any circumstances, be liable for special damages, punitive or exemplary damages, damages for loss of profits or interruption of business or for loss or corruption of data. Any award of damages from The Qt Company to Customer shall not exceed the total amount Customer has paid to The Qt Company in connection with this Agreement.

 

8. CONFIDENTIALITY

Each Party acknowledges that during the Initial Term of this Agreement it shall have access to information about the other Party’s business, business methods, business plans, customers, business relations, technology, and other information, including the terms of this Agreement, that is confidential and of great value to the other Party, and the value of which would be significantly reduced if disclosed to third parties (the “Confidential Information”). Accordingly, when a Party (the “Receiving Party”) receives Confidential Information from another Party (the “Disclosing Party”), the Receiving Party shall, and shall obligate its employees, agents, contractors, subcontractors and employees, agents, contractors and subcontractors of its affiliates to: (i) maintain the Confidential Information in strict confidence; (ii) not disclose the Confidential Information to a third party without the Disclosing Party’s prior written approval; and (iii) not, directly or indirectly, use the Confidential Information for any purpose other than for exercising its rights and fulfilling its responsibilities pursuant to this Agreement. Each Party shall take reasonable measures to protect the Confidential Information of the other Party, which measures shall not be less than the measures taken by such Party to protect its own confidential and proprietary information.
“Confidential Information” shall not include information that (a) is or becomes generally known to the public through no act or omission of the Receiving Party; (b) was in the Receiving Party’s lawful possession prior to the disclosure hereunder and was not subject to limitations on disclosure or use; (c) is developed by the Receiving Party without access to the Confidential Information of the Disclosing Party or by persons who have not had access to the Confidential Information of the Disclosing Party as proven by the written records of the Receiving Party; (d) is lawfully disclosed to the Receiving Party without restrictions, by a third party not under an obligation of confidentiality; or (e) the Receiving Party is legally compelled to disclose the information, in which case the Receiving Party shall assert the privileged and confidential nature of the information and cooperate fully with the Disclosing Party to protect against and prevent disclosure of any Confidential Information and to limit the scope of disclosure and the dissemination of disclosed Confidential Information by all legally available means.
The obligations of the Receiving Party under this Section shall continue during the Initial Term and for a period of five (5) years after expiration or termination of this Agreement. To the extent that the terms of the Non-Disclosure Agreement between The Qt Company and Customer conflict with the terms of this Section 8, this Section 8 shall be controlling over the terms of the Non-Disclosure Agreement.

 

9. GENERAL PROVISIONS

9.1 No Assignment
Customer shall not be entitled to assign or transfer all or any of its rights, benefits and obligations under this Agreement without the prior written consent of The Qt Company, which shall not be unreasonably withheld. For the avoidance of doubt, The Qt Company’s ability to assign or transfer the Agreement, in whole or in part, shall be unrestricted.
9.2 Termination
The Qt Company may terminate the Agreement at any time immediately upon written notice by The Qt Company to Customer if Customer breaches this Agreement.
Either Party shall have the right to terminate this Agreement immediately upon written notice in the event that the other Party becomes insolvent, files for any form of bankruptcy, makes any assignment for the benefit of creditors, has a receiver, administrative receiver or officer appointed over the whole or a substantial part of its assets, ceases to conduct business, or an act equivalent to any of the above occurs under the laws of the jurisdiction of the other Party.
9.3 Surviving Sections
Any terms and conditions that by their nature or otherwise reasonably should survive a cancellation or termination of this Agreement shall also be deemed to survive. Such terms and conditions include, but are not limited to the following Sections: 6, 7, 8, 9.5, 9.6, 9.9, 9.10 and 9.11 of this Agreement.
9.4 Entire Agreement
This Agreement constitutes the complete agreement between the parties and supersedes all prior or contemporaneous discussions, representations, and proposals, written or oral, with respect to the subject matters discussed herein, with the exception of the non-disclosure agreement executed by the parties in connection with this Agreement (“Non-Disclosure Agreement”), if any, shall be subject to Section 8. No modification of this Agreement shall be effective unless contained in a writing executed by an authorized representative of each Party. No term or condition contained in Customer’s purchase order shall apply unless expressly accepted by The Qt Company in writing. If any provision of the Agreement is found void or unenforceable, the remainder shall remain valid and enforceable according to its terms. If any remedy provided is determined to have failed for its essential purpose, all limitations of liability and exclusions of damages set forth in this Agreement shall remain in effect.
9.5 Payment and Taxes
If credit has been extended to Customer by The Qt Company, all payments under this Agreement are due within thirty (30) days of the date The Qt Company mails its invoice to Customer. If credit has not been granted to Customer by The Qt Company, payment must be made before The Qt Company shall provide the Customer with Support. All amounts payable are gross amounts but exclusive of any value added tax, use tax, sales tax or similar tax. Customer shall be entitled to withhold from payments any applicable withholding taxes and comply with all applicable tax and employment legislation. Each Party shall pay all taxes (including, but not limited to, taxes based upon its income) or levies imposed on it under applicable laws, regulations and tax treaties as a result of this Agreement and any payments made hereunder (including those required to be withheld or deducted from payments). Each Party shall furnish evidence of such paid taxes as is sufficient to enable the other Party to obtain any credits available to it, including original withholding tax certificates.
9.6 Force Majeure
Neither Party shall be liable to the other for any delay or non-performance of its obligations hereunder, other than the obligation of paying the fees, in the event and to the extent that such delay or non-performance is due to an event of Force Majeure (as defined below). If any event of Force Majeure results in a delay or non-performance of a Party for a period of three (3) months or longer, then either Party shall have the right to terminate this Agreement with immediate effect without any liability (except for the obligations of payment arising prior to the event of Force Majeure) towards the other Party. A “Force Majeure” event shall mean an act of God, terrorist attack or other catastrophic event of nature that prevents either Party for fulfilling its obligations under this Agreement.
9.7 Notices
Any notice given by one Party to the other shall be deemed properly given and deemed received if specifically acknowledged by the receiving Party in writing or when successfully delivered to the recipient by hand, fax, or special courier during normal business hours on a business day to the addresses specified below. Each communication and document made or delivered by one Party to the other Party pursuant to this Agreement shall be in the English language or accompanied by a translation thereof.
Notices to The Qt Company shall be given to:
The Qt Company Plc
Attn: Legal
Valimotie 21
00380 Helsinki
Finland
Fax: +358 10 313 3700
9.8 Governing Law and Legal Venue
If Customer is located in the Americas (North America, Central America, or South America) the following governing law and venue provisions shall apply:
This Agreement shall be governed by and construed in accordance with the federal laws of the United States of America and the internal laws of the State of New York without given effect to any choice of law rule that would result in the application of the laws of any other jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply. Each Party (a) hereby irrevocably submits itself to and consents to the jurisdiction of the United States District Court for the Southern District of New York (or if such court lacks jurisdiction, the state courts of the State of New York) for the purposes of any action, claim, suit or proceeding between the Parties in connection with any controversy, claim, or dispute arising out of or relating to this Agreement; and (b) hereby waives, and agrees not to assert by way of motion, as a defence or otherwise, in any such action, claim, suit or proceeding, any claim that is not personally subject to the jurisdiction of such court(s), that the action, claim, suit or proceeding is brought in an inconvenient forum or that the venue of the action, claim, suit or proceeding is improper. Notwithstanding the foregoing, nothing in this Section 9.9 is intended to, or shall be deemed to, constitute a submission or consent to, or selection of, jurisdiction, forum or venue for any action for patent infringement, whether or not such action relates to this Agreement.
If Customer is not located in the Americas (North America, Central America, or South America) the following governing law and venue provisions shall apply:
This Agreement shall be construed and interpreted in accordance with the laws of Finland, excluding its choice of law provisions. Any disputes arising out of or relating to this Agreement shall be resolved in arbitration under the Rules of Arbitration of the Chamber of Commerce of Helsinki, Finland. The arbitration tribunal shall consist of one (1), or if either Party so requires, of three (3), arbitrators. The award shall be final and binding and enforceable in any court of competent jurisdiction. The arbitration shall be held in Helsinki, Finland and the process shall be conducted in the English language.
9.9 No Implied License
There are no licenses, implied licenses or other implied rights granted under this Agreement, and all rights, save for those expressly granted hereunder, shall remain with The Qt Company and its licensors.
9.10 Government End Users
A “U.S. Government End User” shall mean any agency or entity of the government of the United States. The following shall apply if Licensee is a U.S. Government End User. The Licensed Software is a “commercial item,” as that term is defined in 48 C.F.R. 2.101 (Oct. 1995), consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. 12.212 (Sept. 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995), all U.S. Government End Users acquire the Licensed Software with only those rights set forth herein. The Licensed Software (including related documentation) is provided to U.S. Government End Users: (a) only as a commercial end item; and (b) only pursuant to this Agreement.

LEGAL NOTICE

These pages include material that is protected by trademark law, trade name law and copyright. The publishing, communicating or making available to the public, distributing, copying, transferring or modifying all or part of the content of the pages is prohibited without express prior written consent of The Qt Company. The prohibition does not extend to private, non-commercial use. The use of press releases and other documents classified as public is permitted in public communications if the source for the information has been identified.

The material and the links on the pages are provided for information purposes only. The Qt Company does not give any warranties, either expressed or implied, as to the availability of the pages, completeness or correctness of the information on the pages, or the accuracy or the fitness for a particular purpose of the pages or the content of the pages.

The Qt Company shall not be liable for any direct or indirect damage arising out of the use of these web pages. In case the applicable jurisdiction does not allow the aforementioned limitation of liability, the liability of The Qt Company is limited to the extent permitted by the applicable law.

The Qt Company may include links to sites on the Internet that are owned or operated by third parties. The Qt Company has no control over the content of such site and does not assume any responsibility for and will have not liability for damages arising out of any material published on such third-party sites. In addition, a link to a third party site does not imply that The Qt Company endorses the site or the products or services referenced in such site.

PRIVACY POLICY

The Qt Company is committed to protecting the privacy of the persons visiting The Qt Company’s web pages. Any personal data provided to The Qt Company through these web pages is processed pursuant to the following guidelines:

The Qt Company will hold and process any personal information received via these pages or as emails and/or online forms only for The Qt Company’s internal business purposes, including lawful purposes relating to recruitment. The Qt Company does not sell online personal information to third parties and may pass such information outside The Qt Company only if and to the extent a third party service provider has a strict need-to-know basis for such information to be able to provide its services to The Qt Company. Given the global nature of The Qt Company’s business, processing information for the above purposes may involve a cross-border transfer of the information provided to The Qt Company.

In addition to the information submitted to The Qt Company via these web pages, The Qt Company may collect information about visits to these pages to improve The Qt Company’s services. None of the information collected this way is linked back to the provider of the information as an individual.

Please note that by sending your personal information to The Qt Company you are explicitly consenting to the processing and transfer of such information in the way and for the purpose mentioned above.

If you have any questions, please contact us: communications@theqtcompany.com.

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