Qt Frame Agreement

Version 2024-02

1. PARTIES OF THIS AGREEMENT

1.1. This Qt Frame Agreement—comprised of these general terms together with the appendices attached hereto, (hereinafter “Agreement”) is made by and between:

The Qt Company, as defined below (hereinafter ”The Qt Company”)
AND
Customer name (hereinafter “Customer"):

Business Id (e.g. VAT or EIN number):

1.2. The parties above are hereinafter individually referred to as a “Party” and collectively as the “Parties”.

2. STRUCTURE AND OBJECT OF THE AGREEMENT

2.1. The Parties have entered into this Agreement to agree on the terms and conditions applicable to The Qt Company’s delivery of products and services (“Services”) to Customer. 

2.2.  This Agreement is comprised of the following components:

1. This Agreement, which contains the general terms applicable to all Services, 
2. Appendices for each of the Services, containing terms applicable to that individual set of Services (“Service Terms”), 
3. a Qt Appendix for Pricing, if applicable, which contains pricing for specific Services, and 
4. other topic-specific appendices, such as Support or Marketing Rights.

2.3. Any and all Services purchased shall be specified in, and agreed upon between, the Parties under a separate purchase order, statement of work, quote, or similar document (”Purchase Document”). Each Purchase Document concluded under this Agreement shall include a reference to this Agreement and be governed by this Agreement.

3. DEFINITIONS

3.1. “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.

3.2. “Contractor” shall mean third-party consultants, distributors and contractors performing services to Customer under an applicable contractual arrangement.

3.3. “Customer” shall mean the individual or legal entity specified in Section 1 above, that is a Party to this Agreement. 

3.4. “Force Majeure Event” shall have the meaning set forth in Section 11.7. 

3.5. “Licensed Software” shall mean The Qt Company’s commercial software product which is licensed for use by Customer under this Agreement and corresponding Service Terms. Licensed Software shall include, if and to the extent applicable and specified in the applicable relevant Service Terms, corresponding online or electronic documentation, associated media and printed materials, including the source code, and example programs. The Qt Company may in the course of its development activities, at its free and absolute discretion and without any obligation to send or publish any notifications to  Customer or in general, make changes, additions or deletions in the components and functionalities of the Licensed Software, provided that no such changes, additions or deletions will affect the already released version of the Licensed Software, but only upcoming version(s). Licensed Software is commercial computer software, developed at private expense and offered to the public under standard commercial terms.

3.6. “Professional Services” shall mean The Qt Company’s professional-, consulting-, training- and/or project services delivered to Customer under this Agreement and specified in a Purchase Document.

3.7. “Support” shall mean maintenance and support services provided by The Qt Company to assist Customer in using the Licensed Software, as further specified in the Appendix for Support Terms.

3.8. “The Qt Company” shall mean:

1. in the event Customer is an entity residing in the United States or a legal entity incorporated in or having its headquarters in the United States, The Qt Company Inc., a Delaware corporation with its office at 3031 Tisch Way, 110 Plaza West, San Jose, CA 95128, USA.; or
2. in the event Customer is an entity residing outside of the United States or a legal entity incorporated or having its registered office outside of the United States, The Qt Company Oy., a Finnish company with its registered office at Miestentie 7, 02150 Espoo, Finland.

4. PRICES AND PAYMENT

4.1. The Qt Company agrees to make Services available to Customer subject to the prices set forth in the Appendix for Pricing. In the event that the Appendix for Pricing does not include a price for certain Services, the applicable price shall be the price agreed by the Parties in the respective Purchase Document.

4.2. All prices are exclusive of value added tax or other taxes, levels, or duties. Value added tax as well as other possible public charges imposed by authorities shall be added to the prices.

4.3. All fees under this Agreement are non-cancellable and non-refundable.     

4.4. All fees under this Agreement shall be paid by Customer no later than thirty (30) days from the date of the applicable invoice from The Qt Company. 

4.5. Unless otherwise agreed or provided in the respective Service Terms or Purchase Document, The Qt Company will invoice fees for:

4.5.1. Licensed Software and Support in advance upon conclusion of the Purchase Document, and

4.5.2. Professional Services monthly in arrears after the Service has been performed.

4.6. A late payment charge of the lower of: (a) one percent (1%) per month; or (b) the highest interest rate stipulated by applicable law, shall be charged on any unpaid balances that remain past due and which have not been disputed by Customer in good faith within thirty (30) days of receipt of invoice from The Qt Company.

4.7. The Qt Company may either (i) invoice Customer based on existing agreement, (ii) request Customer to place a purchase order corresponding to a quote by The Qt Company, or (iii) use Customer’s stored Credit Card information to automatically charge the Customer for the relevant Renewal Term.

4.8. Unless and to the extent otherwise agreed in the Appendix for Pricing or in the Purchase Document, The Qt Company shall be entitled to adjust the prices set forth in the Appendix for Pricing by notifying  Customer of the change in writing at least sixty (60) days before the effective date of the change. The change shall not affect the current pricing term of Services agreed upon before the effective date of the change. 

5. CONFIDENTIALITY

5.1. The Parties shall keep confidential, and shall not use or disclose to any unauthorized third parties, the existence and content of this Agreement as well as any Confidential Information received from the other Party or otherwise learned in connection with the Agreement or the performance of the Services, without the prior written consent of the other Party. Confidential Information shall mean information that is designated as confidential or that would be reasonably understood to be confidential given the circumstances of disclosure and the nature of the information. The Parties shall not use Confidential Information received from the other Party for any other purposes than the performance of the Agreement or the fulfilment of their rights and obligations hereunder.

5.2. Each Party shall limit access the other Party’s Confidential Information only to those of its employees, subcontractors, Contractors, Affiliates or financial or legal advisors who necessarily need access to the Confidential Information for the proper performance of the Party’s rights and obligations under the Agreement. Each Party shall ensure that the persons receiving Confidential Information of the other Party are bound by confidentiality obligations not less restrictive than those stipulated herein.

5.3. Each Party shall protect the confidentiality of the other Party’s Confidential Information with at least  the same degree of security as it exercises to its own confidential information, but no less than a standard of reasonable care.

5.4. The confidentiality obligation stipulated herein shall not be applied to material and information which:

1. has become generally available or otherwise public prior to its submission by the other Party;
2. becomes generally available or otherwise public due to a reason other than the negligence or omission of the recipient or its personnel or other actions in violation of this Agreement or  applicable legislation;
3. the Party has lawfully received from a third party without any obligation of confidentiality;
4. was lawfully in the possession of the receiving Party prior to receipt of the same from the other Party without any obligation of confidentiality related thereto;
5. a Party has developed independently without using material or information received from the other Party; or
6. a Party must disclose pursuant to law, decree or other order issued by competent regulatory or governmental body or other public authority or a judicial order, in which case the Party shall, to the extent permitted by applicable law, inform the other Party in writing of the disclosure of information prior to such disclosure.

5.5. Each Party shall, upon request of the other Party at any time, including upon termination, cancellation or expiry of the Agreement, promptly destroy or deliver to the other Party any and all the documents, files, copies and material containing Confidential Information of the other Party. Notwithstanding the foregoing, a Party may retain one copy of the Confidential Information in a secure location, if and solely to the extent required to comply with applicable laws or regulations. Any Confidential Information stored in electronic back-up form shall be rendered inaccessible and destroyed in accordance with standard back-up procedures.

6. INTELLECTUAL PROPERTY RIGHTS

6.1. Unless and to the extent expressly provided in the respective Service Terms, this Agreement carries no assignment or license to the intellectual property rights of either Party and all such rights are and shall remain the exclusive property of the Party to whom such rights are vested under applicable law at the signing of this Agreement or thereafter.

6.2. Where The Qt Company’s delivery includes any materials owned by a third party, such third party materials shall be governed in all respects by the applicable license terms of such third-party right holders. The Qt Company shall duly inform the Customer whenever such third party materials are included in the Services and of applicable license terms to be followed by the Customer in using such third party materials.

7. FEES AND ORDERING  

7.1. Services Fees. Services Fees are described in the Purchase Document.   

7.2. Ordering Services.

1. Customer may purchase Services pursuant to agreed pricing terms or, if no specific pricing terms have been agreed upon, at The Qt Company's standard pricing terms applicable at the time of purchase. 
2. Unless expressly otherwise agreed, any price or other term quoted to Customer shall only be valid for the thirty (30) days from the date such price has been quoted. 

8. LIMITED WARRANTY AND WARRANTY DISCLAIMER

8.1. The Qt Company hereby represents and warrants that: (i) it has the power and authority to grant the rights and licenses granted to Customer under this Agreement; (ii) the Licensed Software will operate materially in accordance with its specifications (as set forth in the applicable product documentation or, where relevant, program description); (iii) Professional Services and Support will be performed in a professional, workmanlike manner pursuant to the Agreement; and (iv) during the ten years prior to the effective date of this Agreement, there have not been any claims alleging that the Licensed Software has infringed any intellectual property rights of a third party and, to the knowledge of The Qt Company as of the effective date of this Agreement, no such infringement exists. These warranties do not apply to issues arising from, or relating to, any third-party materials or Customer’s use of the Licensed Software in violation of applicable law or the terms of this Agreement.

8.2. Except to the extent set forth above, the Services are delivered to Customer "as is" and to the maximum extent permitted by applicable law, exclusive of other warranties, whether express, implied, or otherwise.  Customer’s sole and exclusive remedy and The Qt Company’s entire liability for deficiencies or errors in the Services shall be limited, at The Qt Company’s option, to correction of the error, replacement of the Services, re-performance of the Service  or return of the applicable fees paid for the defective Service for the time period during which Customer was not able to utilize the Service as agreed. 

9. LIMITATION OF LIABILITY

9.1. EXCEPT FOR (I) CASES OF GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, (II) A BREACH OR VIOLATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, OR (III) WHERE REQUIRED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOST PROFITS, LOSS OF DATA, LOSS OF BUSINESS OR GOODWILL OR ANY OTHER INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE COST, DAMAGES OR EXPENSE OF ANY KIND, HOWSOEVER ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT.

9.2. EXCEPT FOR (I) CASES OF GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, (II) A BREACH OR VIOLATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY’S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE AGGREGATE FEES PAID OR PAYABLE TO THE QT COMPANY BY CUSTOMER FOR THE RESPECTIVE LICENSED SOFTWARE OR SERVICE GIVING RISE TO THE LIABILITY. THE FOREGOING LIMITATION WILL NOT APPLY TO CUSTOMER’S OBLIGATION TO PAY THE APPLICABLE FEES CORRESPONDING TO ITS  ACTUAL USE OF LICENSED SOFTWARE OR SERVICES.

10. TERM AND TERMINATION

10.1. This Agreement shall enter into force upon signing by both Parties and is effective as of the last date of signature.

10.2. This Agreement shall remain in force until further notice and may be terminated without cause by either Party by no less than three (3) months’ prior written notice to the other Party.   

10.3. Termination of a particular Purchase Document and the Services governed thereunder shall be stipulated under the applicable Service Terms.

10.4. Either Party may terminate this Agreement with immediate effect, if the other Party:

1. commits a material breach of the terms of this Agreement (including applicable Service Terms) and has not remedied such breach within a reasonable period of time (which shall be no less than thirty (30) days) of the non-breaching  Party’s written notice specifying the breach, or
2. becomes bankrupt, insolvent or goes into liquidation or debt restructuring.

10.5. Termination of this Agreement shall, as such, have no effect on the validity of any Services ordered and agreed prior to the effective date of such termination, and such Services shall continue to remain in force pursuant to applicable Service Terms (including the terms of this Agreement) for the remainder of the duration of the applicable Service validity term. 

11. GOVERNING LAW AND DISPUTE RESOLUTION

11.1. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. 

11.2. Where this Agreement is concluded with The Qt Company, Inc., a Delaware corporation, the Parties agree that this Section 11.2 will apply. This Agreement will be governed by, and construed in accordance with the laws of the State of California and any controlling United States federal law. Any dispute, controversy or claim arising out of or relating to this contract, including the formation, interpretation, breach or termination thereof, and whether the claims asserted are arbitrable, will be referred to and finally determined by arbitration in accordance with the JAMS International Arbitration Rules. The tribunal will consist of one arbitrator. The place of arbitration will be San Francisco, California, USA. The language to be used in the arbitral proceedings will be English. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. This Section 11.2 shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. Notwithstanding the foregoing, any action by The Qt Company solely to collect license or other fees hereunder may be brought in any court of competent jurisdiction.

11.3. Where this Agreement is concluded with The Qt Company, Oy., a Finnish company, the parties agree that this Section 11.3 will apply. This Agreement shall be construed and interpreted in accordance with the laws of Finland, excluding its choice of law provisions. All disputes arising out of or in connection with this Agreement shall be finally settled in accordance with the laws of Finland, excluding its choice of law provisions.  All disputes arising out of or in connection with this Agreement shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules. The place of arbitration will be Helsinki, Finland. The language to be used in arbitral proceedings will be English. This Section 11.3 shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

12. MISCELLANOUS 

12.1. No Assignment. Customer shall not be entitled to assign or transfer all or any of its rights, benefits and obligations under this Agreement except in case of sale of relevant business or assets or otherwise with prior written consent of The Qt Company, which shall not be unreasonably withheld or delayed. The Qt Company shall be entitled to freely assign or transfer any of its rights, benefits or obligations under this Agreement.

12.2. Surviving Sections. Any terms and conditions that by their nature or otherwise reasonably should survive termination of this Agreement shall so be deemed to survive. 

12.3. Entire Agreement. This Agreement, its Appendices and any applicable Purchase Documents constitute the complete agreement between the Parties and supersedes all prior or contemporaneous discussions, representations, contracts (including prior License Agreements and similar prior agreements), and proposals, written or oral, with respect to the subject matters discussed herein.

12.4. Subcontractors. The Qt Company may utilize subcontractors in the performance of Services under this Agreement, provided that The Qt Company remains responsible for the performance of the Services and compliance with this Agreement, as well as ensuring that subcontractors are required to abide by relevant restrictions (e.g., confidentiality) set forth in this Agreement.

12.5. Modifications. No modification of this Agreement shall be effective unless contained in a writing executed by an authorized representative of each Party. No standard terms and conditions or provisions of any Customer purchase order or other ordering form that Customer may use in connection with the acquisition of Services will modify or affect this Agreement, the parties agree that any such terms and conditions are void with no legal effect.

12.6. Affiliate Orders. Customer Affiliates may purchase Services via this Agreement as follows:

1. any purchases by Customer Affiliates from The Qt Company or its Affiliates will create a contractual relationship directly between the relevant The Qt Company entity and the respective ordering Customer Affiliate; 
2. the entry into a Purchase Document between The Qt Company and Customer Affiliate creates an agreement between The Qt Company and Customer Affiliate and incorporates all terms and conditions of this Agreement as the governing agreement between The Qt Company and Customer Affiliate (“Accession Agreement”): and 
3. Customer Affiliate will be deemed “Customer” under the terms of this Agreement and all rights and obligations under such Accession Agreement are vested and borne solely by the ordering Customer Affiliate and the relevant The Qt Company entity as contracting parties under such Accession Agreement.

12.7. Force Majeure. Neither Party shall be liable to the other for any delay or non-performance of its obligations hereunder in the event and to the extent that such delay or non-performance is due to an event of act of God, terrorist attack or other similar unforeseeable catastrophic event that prevents either Party for fulfilling its obligations under this Agreement and which such Party cannot avoid or circumvent (“Force Majeure Event”). If the Force Majeure Event 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 the relevant Purchase Document and Services thereunder with immediate effect without any liability (except for the obligations of payment arising prior to the Force Majeure Event) towards the other Party. 

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

12.9. Attorney Fees. The prevailing Party in any action to enforce this Agreement shall be entitled to recover its attorney’s fees and costs in connection with such action.

12.10. Privacy and Security. The Parties commit to and comply with their respective applicable obligations under the privacy and security terms set forth in the Privacy and Security Appendix and relevant Appendices attached hereto.

12.11. Feedback. Customer agrees that, from time to time, The Qt Company, may request feedback from Customer regarding the Services (“Feedback”). Customer may choose to provide Feedback and agrees that The Qt Company may freely use, copy, disclose, and exploit any Feedback. No Feedback will be considered Customer Confidential Information unless explicitly agreed otherwise between the Parties.

12.12. Export Control. Customer acknowledges that the Services, or portions thereof, may be subject to export control restrictions under the applicable laws of respective countries. Customer shall fully comply with all applicable export license restrictions and requirements, economic sanctions restrictions, as well as with all laws and regulations relating thereto, and shall procure all necessary governmental authorizations, including without limitation, all necessary licenses, approvals, permissions, or consents, where necessary (e.g., for re-exportation of the Redistributables, Applications and/or Devices, each as defined in the relevant Service Terms).

12.13. Severability. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.

13. APPENDICES

13.1. The following appendices form an integral part of this Agreement. In case of a discrepancy between this Agreement and any of its Appendices, this Agreement shall prevail. In case of discrepancies between the Purchase Document(s) and this Agreement or applicable Service Terms, the terms of this Agreement or the applicable Service Terms shall prevail, except in cases where an express deliberate deviation from the terms of this Agreement or applicable Service Terms has been concluded pursuant to Section 2.3 hereof, in which case the Purchase Document shall prevail.

1. Appendix for Qt Development Framework 
2. Appendix for Squish, Coco, and Test Center
3. Appendix for Axivion Products
4. Appendix for Support Terms
5. Appendix for Professional Services Terms
6. Appendix for Privacy and Security Terms
7. Appendix for Marketing Rights
8. Appendix for License Conversion
9. Appendix for Pricing

Appendix for Support Terms

Version 2024-10, compliant with Qt License Agreement 4, Qt Frame Agreement 2023-06 or later

1. The Qt Company provides support services to Customer for Services purchased under the Agreement, in accordance with this Appendix for Support Terms (“Support Terms”). The Qt Company provides handling of reported issues as defined below (collectively, "Support") and Maintenance (as set forth herein). Any product-specific support distinctions from the general support outlined herein are set forth in the product-specific Exhibits to these Support Terms.

1.1. From time to time, The Qt Company may change these Support Terms, provided that during the respective ongoing Support period, the level of Support will not be materially reduced without the consent of Customer. Support Term updates may be provided online at www.qt.io/terms-conditions/support-terms. In the event that the online Support Terms provide better Support Services to Customer than as set forth herein, the online Support Terms shall apply.

2. GENERAL DEFINITIONS

2.1.  “Business Day” means standard working days between Monday and Friday with the exception of major public holidays in the region from where Support is provided. 

2.2. “Customer Portal” means The Qt Company’s web-based service and support interface located at account.qt.io or at another location designated by The Qt Company. The Customer Portal is used by a Designated User with a registered Qt Account, and can provide downloads, license management, license certificate and other services, as applicable. Depending on the Services and type of support purchased, a Designated User may be assigned certain roles (e.g., license manager or support manager) for use of the Customer Portal.

2.3. “Documentation” means documentation available either: (i) at doc.qt.io or: (ii) within or provided with Licensed Software. Separate Documentation is available for each Major and Minor release as identified in the Documentation.

2.4. “Error” means an error, flaw, mistake, failure, or fault in the Services that prevents it from behaving as described in the relevant Documentation. A Designated User can follow the state and progress of Errors in the Customer Portal.

2.5. “Extended Support” means the scope of support defined in Section 5.

2.6. “Maintenance” means releases or patches with quality and security updates, but no new features. The Maintenance period for Licensed Software may vary between products (e.g., release cadence for features and feature releases). Maintenance periods and the extent of Maintenance are as in the Services-specific Documentation. If nothing else is documented, the default Maintenance period is one (1) year from the release date of the version (x.y.0, either “Major” (x.) or “Minor” (.y.) release). 

2.7. “Pre-Release Functionality” means software provided for testing, preview, check or validation purposes. Pre-Release Functionality in features or releases may be labelled as “Alpha”, “Beta”, “Technology Preview”, “Experimental”, “Playground”, “snapshot” or other such explicit terminology noting that the software may not yet be ready for production or covered under Support. Pre-Release Functionality may also be discontinued or deprecated without further notice.

2.8. “Premium Support” means an upgraded level of Support that The Qt Company provides pursuant to these Support Terms and the applicable Product Support Appendix if: (i) Premium Support is available for the applicable Product and: (ii) Customer has purchased Premium Support. Premium Support includes Standard Support in addition to the Premium Support offerings. Premium Support must be purchased for all Designated User(s) in the respective Customer team.    

2.9. “Qt Account” means the Qt Account of a Designated User for the purposes of using the Services and the Customer Portal. 

2.10. “Response Time” means 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 reported Error or provides the requested Support.   

2.11. “Standard Support” means the standard level of Support that The Qt Company provides pursuant to these Support Terms (including the applicable product-specific support Exhibit) to Customer.

2.12. “Security Issue” means an Error that causes or reasonably could cause a vulnerability in a system or application that uses the Services where such vulnerability can or reasonably could impact the privacy and security of the system or application. 

3. STANDARD SUPPORT

3.1. Subject to these Support Terms and the Agreement, during the term of Customer’s active Services subscription(s), The Qt Company will, via its Customer Portal, provide Designated User(s) with Support and Maintenance for such active Services.

3.2. The Qt Company will make commercially reasonable efforts to solve any Errors reported by Designated User(s) in the Licensed Software or Service.  Resolution of an Error may be product-dependent (e.g., downloading a later released version of the Licensed Software or providing the Designated User with a workaround or update addressing such Error).

3.3. The Qt Company shall only provide Support to Designated User(s) through the Customer Portal. Support is generally made available for all Designated Users of the Service.

3.4. Support is not provided for Pre-Release Functionality, any functionality not under Maintenance or otherwise identified in the Documentation.

3.5. The Qt Company shall have no obligation to provide Support for: (i) third-party components, platforms, hardware, Customer operating system-specific problems, or problems arising from improper use, accident, neglect, or modification of the Services; or (ii) third-party software or problems caused by third-party software, even if such third-party software is distributed together with the Services.

3.6. The Qt Company provides Support for Error(s) that are reported and that can be reproduced or confirmed by The Qt Company, in each case on Platforms that are documented as supported for the release of the Licensed Software.

3.7. Where any Support under this Appendix involves the handling of personally identifiable data (e.g., in emails or metadata), all data will be processed in accordance with The Qt Group Privacy Policy available at www.qt.io/terms-conditions/privacy-policy.

3.8. The Qt Company does not provide data back-ups for Services unless specifically stated otherwise in the applicable Services Appendix. 

3.9. Standard Support does not include (i) the implementation or execution of release changes or adjustments for Customer; (ii) the training of Customer users; or (iii) general user support on questions about the standard use of the Services (e.g., concerning the operation and possible applications of Services). Such additional services, to the extent The Qt Company agrees to provide them upon Customer request, are subject to agreement between the Parties and separate Purchase Documentation. 

4. ADDITIONAL SERVICES IN PREMIUM SUPPORT

4.1. Certain Services may provide optional additional Premium Support subscriptions. When available and where Customer has purchased Premium Support subscriptions, these Premium Support provisions apply in addition to the applicable product-specific Support Exhibit. 

4.2. If third-party software is distributed together with Services, The Qt Company will make commercially reasonable efforts to resolve problems in such third-party software but cannot guarantee the resolution of third-party software issues. The Qt Company does not provide Support for third-party software or problems caused by third-party software not distributed together with Services. 

4.3. Designated User(s) will be assigned a Qt dedicated contact to handle requests for Support. The dedicated contact may be subject to change (e.g., due to sick leave, vacation and other similar reasons).

4.4. For certain Services, Designated User(s) may request The Qt Company to access their computer remotely to provide Support directly. Where the Designated User requests that The Qt Company remotely access their computer to provide Support, the Designated User must have authority to grant The Qt Company such remote access and Customer accepts that any remote access support is provided as-is and at Customer’s own risk. 

4.5. Designated User(s) may request a Support session via chat or phone call in Designated User’s support request to The Qt Company. 

4.6. Premium Support can provide assistance to Customer for the implementation of new features, bug fixes and accessing patches in the Services, if applicable. 

4.7. All Support requests in Premium Support will be handled with high priority.

4.8. Premium Support is optional and purchased for an agreed bucket of hours during a set term (“Bucket”). Hours can be used by any Designated User in the respective development team and are provided during regular Business Days of The Qt Company. Premium Support is provided for the duration of the purchased Premium Support term and any unused hours expire upon termination or expiration of the Premium Support term.

5. EXTENDED SUPPORT

5.1. Extended Support provides further Support for a release of Services that is no longer generally supported (i.e., where the Maintenance period of the Licensed Software version has expired). Extended Support is available for select releases of Services as determined by The Qt Company.

5.2. Extended Support is provided under Standard Support terms and conditions, unless Customer has purchased Premium Support in which case the Premium Support terms and conditions apply. 

5.3. Extended Support is an additional optional offering purchased for certain Services releases for the Extended Support term agreed between the Parties. 

5.4. An active Designated User license is required to utilize Extended Support.

6. RESPONSE TIMES

6.1. The Qt Company provides the following Response Times:   

1. Standard Support: Errors and Support requests will have a Response Time not to exceed two (2) Business Days.   
2. Premium Support: Errors and Support requests will have a Response Time not to exceed one (1) Business Day.   
3. Security Issues: Errors that are Security Issues will have a Response Time not to exceed one (1) Business Day.   

6.2. For complex issues, The Qt Company may provide an initial response to the Designated User and follow up, without undue delay, with additional communication to address an Error and provide Support. 

7. CUSTOMER OBLIGATIONS 

7.1. To report an Error, the Designated User shall register the Error on the Customer Portal. 

7.2. The Designated User must provide adequate information and documentation to The Qt Company to enable it to recreate the Error or problem for which the Designated User has sought assistance. 

7.3. The Designated User shall promptly respond to any requests from The Qt Company for additional information regarding Errors.

8.  ERROR REPORTING

8.1. To ensure efficient handling of Errors, in reporting an Error, the Designated User must provide the following information to The Qt Company (where relevant to the Services for which the Designated User is seeking Support):   

1. A clear, detailed description of the problem, question or suggestion;   
2. Marking the issue as a Security Issue, when reporting a Security Issue;
3. Details of used Service (detailed version information, host platform details, possible target platform details, used features or modules, sample source code or scripts where applicable) to enable The Qt Company to reproduce the Error;
4. Additional relevant content, such as traces, logs or screenshots, etc. should be included as 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;
5. If relevant, identification of the operating environment (e.g. operating system, hardware Platform, build tools, tool configuration, etc.) on which the problem exists.

9. HANDLING OF SECURITY ISSUES

9.1. A reported Error marked as a Security Issue will be assessed to determine the severity and whether the Error is a Security Issue. The Designated User who reported the Error as a Security Issue may be contacted for more details. If the reported Error is not deemed to be a Security Issue by The Qt Company, it will be treated as a normal Error and handled accordingly. Upon verification of a Security Issue, The Qt Company will provide notification of the Security Issue via appropriate channels.

9.2. A further notification, with a “Security Fix” for the current Licensed Software versions under Maintenance will be issued thereafter. A Security Fix may be a patch, workaround, best practice documentation, or other method as reasonably determined by The Qt Company. A Security Fix will be issued as soon as practically possible, dependent on the severity of the Security Issue. A Security Fix may be included in the next release of Licensed Software.

9.3. If the Security Issue is reported in a third-party library used in Licensed Software, The Qt Company will notify the relevant third party of such Security Issue detected in their library. If and when the Security Issue is resolved in the third-party library, the new version of the third-party library will be included in the next feasible Maintenance release of the Licensed Software. If a fixed version of the third-party library is not available or not feasible to include in a Maintenance release, The Qt Company may instead provide Documentation regarding the issue, or a patch for the third-party library.

9.4. All verified Security Issues in Licensed Software will be noted in Documentation.

9.5. With regards to the Qt Insight Service, additional provisions regarding Security Issues and the handling thereof are set forth in the Exhibit for Qt Insight.

10. MAINTENANCE RELEASES, UPDATES AND UPGRADES

10.1. Active Support Customers are eligible for Maintenance and Updates. Maintenance and Updates will be provided in accordance with the applicable Service Appendix, Exhibit, and Documentation during the Customer’s subscription term.  Maintenance releases typically include minor fixes and error corrections, as well as Documentation updates. Updates may introduce new features to the Services.

10.2. Upgrades are as defined in the relevant Agreement Appendix. Upgrades, if any, may be provided at The Qt Company’s free and absolute discretion.

EXHIBIT for Qt Developer Framework Support and Design Tools

1. ADDITIONAL DEFINITIONS

1.1. “Extended Security Maintenance” or “ESM” means an additional Maintenance offering, which allows a valid Designated User to access Security Issue patches provided through the Customer Portal applicable for a specified Service. 

1.2. ”Install Support” means Support that is limited to installation-related Error(s) on Development Platforms specified as supported host platforms for each Qt release under Documentation. 

1.3. “Platforms” means both Development Platforms and Deployment Platforms. Supported host and target Platforms may vary for each Qt release as defined under Documentation. 

2. STANDARD SUPPORT AND MAINTENANCE

2.1. By default, Maintenance (and Support for such Maintenance) is provided for one (1) year from the release date of the Major or Minor version (x.y.0). Other releases, e.g.  Long Term Support (LTS) releases provide Maintenance (and Support for such Maintenance) for a period as communicated in conjunction with the Documentation. 

2.2. Limitations with Install Support: Support is limited to Error(s) regarding installation and setting up of the Qt development environment on host Platforms. 

3. EXTENDED SECURITY MAINTENANCE

3.1. ESM provides selected patches for verified Security Issues in a release of Licensed Software that is no longer generally supported. ESM is available for select releases, modules, and platforms of Licensed Software as The Qt Company determines.

3.2. ESM is an additional offering purchased via an annual fee. ESM is specific to Licensed Software release(s). 

3.3. For the avoidance of doubt, ESM does not include Extended Support. 

3.4. Only current and valid Designated Users (e.g., with active Services licenses) may utilize ESM and access Security Issue patches provided through the Customer Portal.

3.5. ESM is provided for verified Security Issues for which Security Fixes can be issued. In the event of verified Security Issues that are dependent on unsupported Third Party Software, products, operating systems, firmware, hardware or the like (“Dependent Security Issue”), The Qt Company will inform Customer of the verified Security Issues (including the Dependent Security Issue) and undertake reasonable efforts to provide Security Fixes, but has no obligation to and disclaims responsibility for providing Security Fixes for such Dependent Security Issue.

EXHIBIT for Squish, Coco and Test Center Support 

1. STANDARD SUPPORT AND MAINTENANCE

1.1. Unless otherwise stated in Documentation, Maintenance (and Support for such Maintenance) is provided for one (1) year from the release date of the Major or Minor version (x.y.0), but for a maximum of two releases at a time.

1.2. Support is provided for standard and unmodified Licensed Software on platforms defined in Documentation.

1.3. Standard Support is limited to Errors impacting the installation and operational use of Squish, Coco and/or Test Center products. 

2. FURTHER CUSTOMER OBLIGATIONS. Where necessary to provide Support for the Licensed Software, Customer will grant The Qt Company access to Customer’s Licensed Software installation as well as to the hardware and operating system of the Customer upon which these are installed. Additionally, Customer shall be obligated to provide The Qt Company with a suitable infrastructure for remote access to the Licensed Software in the event of an Error. Where Customer requests that The Qt Company remotely access their installation and/or systems to provide Support, Customer’s Designated User must have the authority to grant The Qt Company such remote access and Customer accepts that any remote access support is provided as-is and at Customer’s own risk.

EXHIBIT for Axivion Support 

1. ADDITIONAL DEFINITIONS 

1.1. “Designated User” shall mean a named Customer user using a Qt Account and the Customer Portal to access Technical Support.

2. GENERAL LIMITATIONS

2.1. The Qt Company has no obligation to provide Support: (i) where Errors are caused by Customer’s application or external influences not under the control of The Qt Company (e.g., virus infestation, Customer hardware or system defects); or (ii) for the reconstruction of sets of data that Customer has not sufficiently secured against loss.

2.2. Support for Axivion Products does not include the installation of Axivion Products or of Updates. 

2.3. Additional expenses incurred by The Qt Company for the provision of Support, such as work carried out on-site by The Qt Company that results from the fact that Support cannot be performed at the originally agreed installation site of the Axivion Products shall be borne by Customer. 

3. FURTHER CUSTOMER OBLIGATIONS. Where necessary to provide Support for the Licensed Software, Customer will grant The Qt Company access to Customer’s Licensed Software installation as well as to the hardware and operating system of the Customer upon which these are installed. Additionally, Customer shall be obligated to provide The Qt Company with a suitable infrastructure for remote access to the Licensed Software in the event of an Error. Where Customer requests that The Qt Company remotely access their installation and/or systems to provide Support, Customer’s Designated User must have the authority to grant The Qt Company such remote access and Customer accepts that any remote access support is provided as-is and at Customer’s own risk.
  

EXHIBIT for Qt Insight Support 

1. ADDITIONAL DEFINITIONS

1.1. “Platforms” means either the Insight Cloud or Insight Private Cloud, as applicable to Customer. 
1.2. “Security Issue” with regards to Qt Insight means an Error that causes or reasonably may cause a vulnerability in a system or application that uses the Tracker Library, or an Error that results in, or could reasonably result in, access to Customer’s Events Personal Data. 

2. SUPPORT SERVICES

2.1. In providing Support for Qt Insight, The Qt Company will make commercially reasonable efforts to address any Errors reported by Designated Users.  Resolution of an Error may be provided via Designated Users (for Insight Private Cloud subscriptions) downloading a later released version of the applicable Tracker Library, Insight Private Cloud, or, for Insight Cloud subscriptions, providing the Designated User with a workaround or update addressing such Error.

2.2. In certain instances, Insight Cloud Customers may request that The Qt Company Support access Customer’s instance of Insight Cloud and/or Customer’s information stored on the Insight Cloud (e.g., for the purposes of potential data recovery). In such a case, Customer must provide The Qt Company written permission to access Customer’s Insight Cloud instance and information. Customer is further: (i) responsible for ensuring that it is authorized to provide The Qt Company such access; and (ii) aware and accepts that The Qt Company is not responsible for any access restrictions or issues. The Qt Company does not guarantee that Support efforts will be successful in recovering, restoring, or reconstructing data.

3. SUPPORT LIMITATIONS

3.1. Support is provided for the duration of Customer’s Qt Insight Subscription Term, subject to the applicable support structure limitations set forth in the Qt Appendix for Insight Cloud and Insight Private Cloud, as applicable to Customer’s Qt Insight Subscription Term.

3.2. Support is not provided for Pre-Release Functionality.

3.3. Customer is solely responsible for obtaining and maintaining the internet connectivity necessary to utilize the Insight Cloud, and The Qt Company has no obligation to provide support in connection with the performance of such internet services.

3.4. For Insight Cloud Customers, The Qt Company will use best efforts to provide Customer with support for cloud provider issues (e.g., platform availability) but cannot guarantee the availability or capability of third-party cloud provider platforms. The Qt Company does not provide any form of support for cloud provider issues where Customer utilizes Insight Private Cloud.

3.5. The Qt Company does not provide Support for third-party software, services, or problems caused by third-party software even if such third-party software is distributed together with the Services. 

4. QT INSIGHT: HANDLING OF SECURITY ISSUES

4.1. A verified Security Issue in the Qt Insights Tracker Library, Insight Cloud, or Insight Private Cloud will be resolved where practically possible. The Qt Company will notify Customer via appropriate channels about the Security Issue and the availability of a remedy for the affected Services. For Qt Insights Tracker Library and Insight Private Cloud typically, a Security Fix for the Security Issue may be included in the next release of affected Services. For Qt Insights Tracker Library or Insight Private Cloud, it is Customer’s obligation to install, implement, and deploy any release or Update provided by The Qt Company.  With regard to a verified Security Issue in the Insight Cloud, The Qt Company will seek to provide Customer with implementation of a Security Fix.  

4.2. If the Security Issue is reported in a third-party component used in the Services, including third-party platform providers, The Qt Company will notify the relevant third party of the detected Security Issue and will work with Customer and the third-party provider to document, resolve, or provide a workaround: each in the event that The Qt Company can reasonably do so. If and when a Security Fix is issued in the third-party component, the resolution will be communicated to and (regarding the use of Insight Cloud) implemented for Customer.  

5. MAINTENANCE RELEASES, UPDATES AND UPGRADES

5.1. Releases and updates will be provided in accordance with the applicable Service during Customer’s subscription term. 

5.2. For Insight Cloud Customers, releases and updates will automatically be applied to Customer’s instance of the Insight Cloud. 

5.3. For Insight Private Cloud Customers, The Qt Company will make Maintenance available to Customer for Customer’s download and use (in accordance with the use of Insight Private Cloud provisions of the Agreement).

Exhibit 2: Small Business Terms

1. This Exhibit applies to entities that qualify as a Qualified Small Business (defined below) and provides additional terms and conditions applicable to small business pricing and licensing. In the event that Customer is a Qualified Small Business and there is any conflict between the terms of this Exhibit and any other terms of the Agreement, the terms in this Exhibit shall take precedence. 

2. APPLICABILITY FOR SMALL BUSINESS LICENSES. Any small business discounts applied require that Customer (including any Customer Affiliates or group entities) has an annual revenue (including annual capital funding) below 1 Million EUR, or the equivalent thereof, as approved by The Qt Company (each, a “Qualified Small Business”). The annual revenue, including funding, must be evidenced upon request by business records and approved by The Qt Company in its reasonable discretion.

3. SUPPORT. Support is limited to: (i) Install Support; and (ii) for any other Standard Support issue, five (5) support tickets annually. 

4. LIMITATION ON NUMBER OF SMALL BUSINESS DEVELOPER LICENSES. Qualified Small Business discounts and purchasing structure may be applied to a maximum of three discounted developer licenses (either ADE or DCP) per Qualified Small Business. Any additional licenses purchased will be at The Qt Company list price in effect at the time. 

5. LIMITATION FOR NUMBER OF INSTALLATIONS. Customer may install copies of the Licensed Software on two (2) computers per Designated User, provided that only the Designated Users who have a valid Development License may use the Licensed Software.

6. CONDITIONAL WAIVER OF DISTRIBUTION LICENSES. For Qualified Small Businesses, the Agreement requirements to purchase Distribution Licenses for Devices shall apply only when Customer ceases to be a Qualified Small Business (e.g., when annual revenue thresholds are bypassed).

7. ADDITIONAL TERMS FOR RENEWALS. The initial subscription purchase term for Qualified Small Business Licenses is twelve (12) months. Upon expiration of the initial twelve (12) month term, Customer’s Qualified Small Business Licenses may be renewed with applicable Qualified Small Business pricing so long as Customer remains a Qualified Small Business and accepts The Qt Company’s terms and conditions at the time of renewal. If Customer ceases to be a Qualified Small Business, renewal pricing shall be at The Qt Company list price in effect at the time of renewal, or as agreed in writing between the parties.  

8. ADDITIONAL AUDIT RIGHTS. In addition to the audit rights set forth in the Agreement, The Qt Company reserves the right to audit Customer financial records in order to determine whether Customer is a Qualified Small Business.  

Appendix for Qt Development Framework

Version 2025-02, compliant with Qt Frame Agreement 2023-06 or later

1. This Appendix for Qt Development Framework is an integral part of the Agreement and specifies the legal terms for the licensing of Licensed Software (as defined below) between The Qt Company and Customer. Entry into this Appendix governs the use of and supersedes any prior contracts between the Parties (including prior License Agreements and similar prior agreements), with respect to Licensed Software governed by this Appendix.

2. DEFINITIONS

2.1. Capitalized words used in this Appendix and not defined below shall have the meanings described in the Agreement. 

2.2. “Add-on Products” means The Qt Company’s specific add-on software products which are not licensed as part of The Qt Company’s standard Services offerings, and are included in the scope of Licensed Software only if  specifically agreed between the Parties.

2.3. “Application” means software products created using the Licensed Software, which include the Redistributables, or part thereof. 

2.4. “Customer’s Records” means books and records that contain information bearing on Customer’s compliance with the Agreement, Customer’s use of Qt Community Edition and/or the payments due to The Qt Company under the Agreement, including, but not limited to user information, assembly and/or build logs, portions of Licensed Software used, sales records and distribution records. 

2.5. “Data Protection Legislation” means the General Data Protection Regulation (EU 2016/679) (GDPR) and any national implementing laws, regulations and secondary legislation, as may be amended or updated from time to time, as well as any other data protection laws or regulations applicable in the relevant territory.

2.6. “Deployment Platforms” means target operating systems and/or hardware specified in the License Certificate, on which the Redistributables can be distributed pursuant to the terms and conditions of this Appendix.

2.7. “Designated User(s)” means the employee(s) of Customer or Customer’s Affiliates acting within the scope of their employment or Customer’s Contractors acting within the scope of their services on behalf of Customer. 

2.8. “Development License” means the license needed by Customer for each Designated User to use Licensed Software under the license grant in Section 5 of this Appendix. Development Licenses are available per respective Licensed Software product; each product having its designated scope and purpose of use. 

2.9. “Development Platforms” means the host operating system(s) specified in the License Certificate, on which Licensed Software can be used under the Development License.

2.10. “Devices” means

1. hardware or compute units that are manufactured and/or distributed by the Customer, its Affiliates, Contractors, or End Customer, and incorporate or include Licensed Software; or
2. Applications which provide Substantial Functionality (as defined below) by communicating, integrating, or otherwise interacting in any way with a hardware or compute unit, regardless of whether the Application is provided together with the hardware or compute unit, or separate therefrom.

For the purpose of defining a Device, “Substantial Functionality” means that a normal, intended or specified operation of a hardware or compute unit is dependent on or limited by the Application. 

Devices covered by this Appendix are specified in the Pricing Appendix or Purchase Document. Customer’s end product may contain more than one Device and require more than one Distribution License per end product.

2.11. “Distribution License(s)”  means a royalty-bearing license required for any kind of sale, trade, exchange, loan, lease, rental or other distribution by or on behalf of Customer to a third party (including Affiliates) of a Device pursuant to Section 5.3 of this Appendix. Use of Distribution Licenses is valid for the agreed period (either in perpetuity or for a period  defined in the Purchase Document(s)), sold separately for each type of Device, and cannot be used for other types of Devices.

2.12. “Distribution License Packs” means set of prepaid Distribution Licenses as defined in The Qt Company’s standard price list, quote, Pricing Appendix or in the Purchase Document, as applicable.

2.13. “End Customer” means Customer’s customer(s) to whom Customer, directly or indirectly, distributes copies of the Redistributables as integrated or incorporated into Applications or Devices.

2.14. “Evaluation License Term” means a time period specified in the License Certificate for Customer to use the relevant Licensed Software for evaluation purposes according to Section 5.5 of this Appendix.

2.15. “Intellectual Property Rights” means patents (including utility models), design patents, and designs (whether or not capable of registration), chip topography rights and other like protection, copyrights, trademarks, service marks, trade names, logos or other words or symbols, any other form of statutory protection of any kind and applications for any of the foregoing, as well as any trade secrets. 

2.16. “License Certificate” means a certificate generated by The Qt Company for each Designated User upon their download of the Licensed Software, which will be available under the respective Designated User’s Qt Account at account.qt.io. License Certificates specify relevant information pertaining to the Licensed Software purchased by Customer and the license to the Licensed Software. 

2.17. “License Fee” means the fee charged to Customer for rights granted under this Appendix.  

2.18. “Licensed Software” means the specified product(s) of Qt Software which Customer has purchased, and which is provided to Customer under the terms of this Appendix and Agreement (including its Exhibits). Licensed Software shall include corresponding online or electronic documentation, associated media and printed materials, including source code (where applicable), example programs and documentation. Licensed Software does not include Third Party Software (as defined in Section 6) or Qt Community Edition. The Qt Company may, in the course of its development activities, at its free and absolute discretion and without any obligation to send or publish any notifications, make changes, additions or deletions in the components and functionalities of the Licensed Software, provided that no such changes, additions or deletions will affect the already released version of the Licensed Software, but only upcoming version(s).  

2.19. “License Term” means the agreed validity period of the Development License during which the relevant Licensed Software can be used pursuant to this Appendix. The agreed License Term, as ordered and paid for by Customer, is stated in the applicable License Certificate. 

2.20. “Modified Software” has the meaning set forth below in Section 4. 

2.21. “Permitted Software” means third party products that are generally available to the public, which may include parts of Qt Community Edition or be developed using Qt Community Edition.

2.22. “Pre-Release Code” has the meaning set forth in Section 7.

2.23. “Prohibited Combination” means any effort to use, combine, incorporate, link or integrate Licensed Software with any software created with or incorporating Qt Community Edition, or use Licensed Software for creation of any such software.

2.24. “Qt Community Edition” means  the open source version of Qt Software primarily available 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”). For clarity, Qt Community Edition shall not be provided, governed or used under this Appendix.

2.25. “Qt Software” means the development and design software of The Qt Company, which The Qt Company makes available under commercial and/or open source licenses as either the “Licensed Software” or the “Qt Community Edition”.

2.26. “Redistributables"  means the portions of Licensed Software set forth in Exhibit 1 that may be distributed pursuant to this Appendix in object code form only, including any relevant documentation. Where relevant, any reference to Licensed Software in this Appendix includes and refers to Redistributables.

2.27. “Renewal Term” means an extension of the previous License Term as agreed between the Parties.

2.28. “Submitted Modified Software” has the meaning  set forth in Section 4.2 of this Appendix.

2.29. “Third-Party Software" has the meaning set forth in Section 6 of this Appendix.

2.30. “Updates” means a release or version of the Licensed Software containing bug fixes, error corrections and other changes that are generally made available to users of the Licensed Software that have contracted for Support. Updates are generally depicted as a change to the digits following the decimal in the Licensed Software version number. The Qt Company shall make Updates available to Customer under the Support. Updates shall be considered as part of the Licensed Software hereunder.

2.31. “Upgrades” means a release or version of the Licensed Software containing enhancements and new features and are generally depicted as a change to the first digit of the Licensed Software version number. In the event that Upgrades are provided to Customer under this Appendix, they shall be considered as part of the Licensed Software.

3. OWNERSHIP

3.1. Ownership of The Qt Company

3.1.1. 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.

3.1.2. All of The Qt Company's Intellectual Property Rights are and shall remain the exclusive property of The Qt Company or its respective licensors. No rights to The Qt Company’s Intellectual Property Rights are assigned or granted to Customer under this Appendix, except when and solely to the extent expressly specified herein.

3.2. Ownership of Customer

3.2.1. All of Customer’s Intellectual Property Rights are and shall remain the exclusive property of Customer or its licensors respectively.

3.2.2. Except to the extent set forth in this Appendix, all Intellectual Property Rights to the Modified Software, Applications and Devices (except to Redistributables included therein) shall remain with Customer.

4. MODIFIED SOFTWARE

4.1. Customer may create bug-fixes, error corrections, patches or modifications to the Licensed Software (“Modified Software”). To the extent that Customer’s Modified Software breaks source or binary compatibility or other functionality with the Licensed Software, Customer acknowledges that The Qt Company’s ability to provide Support may be prevented or limited and Customer’s ability to make use of Updates may be restricted.

4.2. Customer may, at its sole and absolute discretion, choose to submit Modified Software to The Qt Company (“Submitted Modified Software”) in connection with Customer’s Support request, service request or otherwise. In the event Customer does so, then, Customer hereby grants The Qt Company a sublicensable, assignable, irrevocable, perpetual, worldwide, non-exclusive, royalty-free and fully paid-up license, under all of Customer’s Intellectual Property Rights, to reproduce, adapt, translate, modify, and prepare derivative works of, publicly display, publicly perform, sublicense, make available and distribute such Submitted Modified Software as The Qt Company sees fit at its free and absolute discretion.

5. LICENSES GRANTED

5.1. Development with Licensed Software

5.1.1. Subject to the terms of the Agreement, The Qt Company grants to Customer a worldwide, non-exclusive, non-transferable license, valid for each License Term, to use, modify and copy the Licensed Software by Designated Users on the Development Platforms for the sole purposes of designing, developing, demonstrating and testing Application(s) and/or Devices, and to provide support, maintenance, updates,  and other services related to such Applications and Devices to End Customers. Each Application or Device can only include, incorporate or integrate contributions by Designated Users who are duly licensed for the applicable Development Platform(s) and Deployment Platform(s) (i.e. have a current and valid Development License for the appropriate Licensed Software and only use one type of Development License per Customer Application or Device(s)).

5.1.2. Customer may install copies of the Licensed Software on five (5) computers per Designated User, provided that only Designated Users who have a valid Development License may use the Licensed Software. 

5.1.3. Customer may designate another Designated User to replace a then-current Designated User by notifying The Qt Company in writing, where such replacement is due to termination of employment, long-term absence or other permanent reason affecting Designated User’s need for Licensed Software.  

5.1.4. Upon expiry of the initially agreed License Term, the respective License Term shall be automatically extended by one or more Renewal Term(s), unless and until either Party notifies the other Party in writing, that it does not wish to continue the License Term, such notification to be provided to the other Party no less than thirty (30) days before expiry of the respective License Term. The Qt Company shall, in good time before the due date for the above notification, remind the Customer of the coming Renewal Term. Unless otherwise agreed between the Parties, Renewal Term shall be equal to the length of the previous License Term, but no longer than thirty-six (36) months.

5.1.5. Any such Renewal Term shall be subject to License Fees agreed between the Parties or, if no advance agreement exists, subject to The Qt Company’s standard list pricing applicable at the commencement date of any such Renewal Term.

5.2. Distribution of Applications. Subject to the terms of the Agreement, The Qt Company grants Customer a worldwide, non-exclusive, non-transferable, perpetual, royalty-free and revocable (for Customer’s material breach of the Agreement) right and license to:

1. distribute, by itself or through its Contractors, Applications for use on the Deployment Platforms; and
   
2. grant End Customers perpetual sublicenses to Redistributables used in Applications solely to the extent necessary for End Customers to use the Applications as intended.
   

5.3. Distribution of Devices 

5.3.1. Subject to the terms of the Agreement, The Qt Company grants Customer a worldwide, non-exclusive, non-transferable, revocable (for Customer’s material breach of the Agreement), royalty-bearing right and license to:

1. distribute (including through its Contractors), Devices for use on the Deployment Platforms; and
2. grant End Customers perpetual sublicenses to Redistributables used in Devices, solely to the extent necessary for End Customers to use the Devices as intended.

5.3.2. Right to distribute the Devices requires that:

1. the Devices are created, updated and maintained under a current and valid Development License, 
2. Customer has purchased corresponding Distribution Licenses before distribution of any Devices to End Customers, and 
3. the Distribution Licenses are valid for distribution at the date of distribution. 

5.4. Further Requirements

5.4.1. The licenses granted in this Section 5 by The Qt Company to Customer are conditional and subject to Customer's compliance with the following terms:

1. Customer acknowledges that The Qt Company has separate products for the purpose of Applications and Devices respectively, where development and distribution of Devices is only allowed using the correct designated product. Customer shall ensure and bear the burden of proof that Customer is using a correct product entitling Customer to development and distribution of Devices;  
2. Customer shall not remove or alter any copyright, trademark or other proprietary rights notice(s) contained in any portion of the Licensed Software;  
3. Applications must add primary and material functionality to Licensed Software so as not to compete with the Licensed Software; 
4. Applications may not pass on functionality which in any way makes it possible for others to create software with Licensed Software; provided however that Customer may use 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); 
5. Customer shall not use Licensed Software in any manner or for any purpose that infringes, misappropriates or otherwise violates any Intellectual Property Right or right of any third party, or that violates any applicable law; 
6. Customer shall not use The Qt Company's or any of its suppliers' names, logos, or trademarks to market Applications, except that Customer may use “Built with Qt” logo to indicate that an Application or Device was developed using Licensed Software;   
7. Customer shall not distribute, sublicense or disclose source code of Licensed Software to any third party (provided however that Customer may appoint employee(s) of Contractors and Affiliates as Designated Users to use Licensed Software pursuant to this Appendix). 
8. Customer shall not grant the End Customers a right to: (a) make copies of the Redistributables except when and to the extent required to use the Applications and/or Devices for their intended purpose; (b) modify the Redistributables or create derivative works thereof; (c) decompile, disassemble or otherwise reverse engineer Redistributables; or (d) redistribute any copy or portion of the Redistributables to any third party, except as part of the onward sale of the Application or Device on which the Redistributables are installed;
9. Customer shall not and shall cause that its Affiliates, Contractors or End Customers shall not, use Licensed Software in any Prohibited Combination, unless Customer has received specific advance written permission from The Qt Company to do so. Without the written permission of The Qt Company, any and all distribution by Customer of a hardware device or product: a) which incorporates or integrates any part of Licensed Software or Qt Community Edition; or b) where material functionality is provided by software built with Licensed Software or Qt Community Edition or otherwise depends on Licensed Software or Qt Community Edition, shall be considered to be Device distribution under this Appendix and shall be dependent on Customer’s compliance thereof (including but not limited to the obligation to pay applicable License Fees for such distribution). Notwithstanding the foregoing, Customer is entitled to use and combine Licensed Software with Permitted Software; 
10. Customer shall cause all of its Affiliates, Contractors and End Customers entitled to make use of the licenses granted under this Appendix, to be contractually bound to comply with the relevant terms hereof and not to use the Licensed Software beyond the terms hereof nor for any purposes other than operating within the scope of their services for Customer. Customer shall be responsible for any and all actions and omissions of its Designated Users, Affiliates, Contractors, and End Customers relating to the Licensed Software and use thereof (including but not limited to payment of all applicable License Fees); 
11. Except when and to the extent explicitly provided in this Section 5, Customer shall not transfer, publish, disclose, display or otherwise make available the Licensed Software; and
12. Customer shall not attempt or enlist a third party to conduct or attempt to conduct any of the above.

5.4.2. The above terms shall not be applicable if and solely to the extent they conflict with any mandatory provisions of applicable laws.

5.4.3. Any use of Licensed Software beyond the provisions of this Appendix is strictly prohibited and requires, at a minimum an additional license from The Qt Company (e.g. certain additional rights may be granted under a software development kit “SDK” agreement with regard to limitations of Section 5.4.1 iv, vii or viii).

5.5. Evaluation License

5.5.1. Subject to the terms of this Appendix, The Qt Company grants to Customer a worldwide, non-exclusive, non-transferable license, valid for the Evaluation License Term to use the relevant Licensed Software product solely for Customer’s internal use to evaluate and determine whether the Licensed Software meets Customer's business requirements, specifically excluding any commercial use of the Licensed Software or any derived work thereof. 

5.5.2. Upon the expiry of the Evaluation License Term, Customer must either discontinue use of the relevant Licensed Software or acquire a commercial Development License.

6. THIRD-PARTY SOFTWARE. The Licensed Software may provide links or access to third party libraries or code (collectively "Third-Party Software") to implement various functions. Third-Party Software does not, however, comprise part of the Licensed Software, but is provided to Customer complimentary and use thereof is discretionary for Customer. Third-Party Software will be listed in the ".../src/3rdparty" source tree delivered with the Licensed Software or documented in the Licensed Software, as such may be amended from time to time. Customer acknowledges that use or distribution of Third-Party Software is in all respects subject to applicable license terms of applicable third-party right holders.

7. PRE-RELEASE CODE

7.1. The Licensed Software may contain pre-release code and functionality, or sample code marked or otherwise stated with appropriate designation such as “Technology Preview”, “Alpha”, “Beta”, “Experimental”, “Sample”, “Example” etc. (“Pre-Release Code”). 

7.2. Such Pre-Release Code may be provided complimentary for Customer (e.g., to provide experimental support or information for new platforms or preliminary versions of one or more new functionalities). Pre-Release Code may not be at the level of performance and compatibility of a final, generally available, product offering.  Pre-Release Code may not operate correctly, may contain errors and may be substantially modified by The Qt Company prior to a 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. To the maximum extent permitted by law, the Qt Company assumes no liability whatsoever regarding any Pre-Release Code and any use thereof is exclusively at Customer’s own risk and expense.

7.3.  Unless Licensed Software specifies different license terms for the respective Pre-Release Code, Customer is entitled to use such Pre-Release Code pursuant to Section 5 of this Appendix.

8. SUPPORT. Support is provided according to agreed support level and subject to applicable requirements and restrictions, as specified in the Appendix for Support Terms.

9. FEES AND ORDERING: DISTRIBUTION LICENSES

9.1. Unless otherwise agreed in writing, Distribution Licenses shall be purchased by way of Distribution License Packs. Further Distribution License parameters may be set forth in the applicable Pricing Appendix. 

9.2. Upon due payment of the ordered Distribution Licenses, Customer will have an account of Distribution Licenses available for distributing Devices during the validity period of the respective Distribution Licenses in accordance with this Agreement.

9.3. Each time Customer distributes a Device, one Distribution License is used and Customer’s account of available Distribution Licenses is decreased accordingly.

10. RECORD-KEEPING AND REPORTING OBLIGATIONS; AUDIT RIGHTS

10.1. Customer’s Record-keeping

10.1.1. Customer shall at all times during the term of the Agreement or validity of any of the licenses hereunder, whichever is later, and for a period of two (2) years thereafter, maintain Customer’s Records in an accurate and up-to-date form. Customer’s Records shall be adequate to reasonably enable The Qt Company to determine Customer’s compliance with the provisions of the Agreement. The records shall conform to general good accounting practices.  

10.1.2. Customer shall, within thirty (30) days from receiving The Qt Company’s request to that effect, deliver to The Qt Company a report based on Customer’s Records, such report to contain information, in sufficient detail, on: (i) number and identity of users working with Licensed Software or Qt Community Edition, (ii)  Devices distributed by Customer during the most recent calendar quarter and/or any other term specified by The Qt Company, and (iii) any other information pertaining to Customer’s compliance with the terms of the Agreement (e.g. information on products and/or projects relating to use of Licensed Software), as The Qt Company may reasonably require from time to time.

10.2. The Qt Company’s Audit Rights

10.2.1. The Qt Company or an independent auditor acting on behalf of The Qt Company may, upon at least thirty (30) days’ prior written notice and at The Qt Company expense, audit Customer with respect to Customer’s use of the Licensed Software, but not more frequently than once during each six (6) month period. Such audit may be conducted by mail, electronic means or through an in-person visit to Customer’s place of business. Any possible in-person audit shall be conducted during regular business hours at Customer's facilities, shall not unreasonably interfere with Customer's business activities and shall be limited in scope to verify Customer’s compliance with the terms of the Agreement. The Qt Company or its independent auditor shall be entitled to inspect Customer’s Records and conduct necessary interviews of Customer’s relevant employees and Contractors. All Customer’s Records and use thereof shall be subject to the obligation of confidentiality under the Agreement. 

10.2.2. If an audit reveals that Customer is using the Licensed Software beyond the scope of the licenses Customer has paid for, Customer shall pay to The Qt Company any amounts owed for such unauthorized use within thirty (30) days from receipt of the corresponding invoice from The Qt Company.  

10.2.3. In addition, in the event the audit reveals a material violation of the terms of the Agreement (without limitation, either (i) underpayment of more than 10% of License Fees or 10,000 Euros (whichever is more) or (ii) distribution of products, which include or result from Prohibited Combination, shall be deemed a material violation for purposes of this section), then Customer shall pay The Qt Company's reasonable cost of conducting such audit. 

11. TERMINATION

11.1. Termination of Licenses

11.1.1. The Qt Company may terminate Customer’s rights to any and all Licensed Software (including access to Support), if Customer:

1. commits a material breach of the Agreement (including this Appendix) and has not remedied the breach within a reasonable period of time (which shall be no less than thirty (30) days) of The Qt Company’s written notice specifying the breach, or
2. becomes bankrupt, insolvent or goes into liquidation or debt restructuring.

11.1.2. Suspension of rights: Instead of termination, The Qt Company reserves the right to suspend or withhold grants of any and all rights to the Licensed Software (including Support), should Customer fail to make payment in timely fashion or otherwise violate or is reasonably suspected of violating its obligations under the Agreement and/or this Appendix, and where such violation or breach is not cured within ten (10) business days following The Qt Company’s written notice thereof.

11.2. Parties´ Rights and Duties upon Termination

11.2.1. Upon expiry or termination of the Development Licenses, Customer shall cease and shall cause all Designated Users (including those of its Affiliates’ and Contractors’) to cease using the relevant Licensed Software.

11.2.2. Upon such expiry or termination of Development Licenses, Customer shall destroy or return to The Qt Company all copies of the respective Licensed Software and all related materials and will certify the same by Customer’s duly authorized officer to The Qt Company upon its request, provided however that Customer may retain and utilize such copies of the Licensed Software to the extent required to provide Customer’s continued support to End Customers,  for archiving purposes or as is required under applicable law.

11.2.3. Upon expiry of Distribution Licenses, Customer shall cease (including via its Affiliates and Contractors) distribution of Devices.

11.2.4. If Customer’s distribution rights for Applications and Devices hereunder are terminated by The Qt Company due to Customer’s material breach, then Customer must cease any distribution of Applications and Devices as of the effective date of termination.

11.2.5. Expiry or termination of any of Customer’s licenses hereunder for any reason whatsoever shall not: 

1. relieve Customer of its obligation to pay any License Fees accrued or payable to The Qt Company prior to the effective date of termination, and Customer shall pay to The Qt Company all such fees within thirty (30) days from the effective date of termination of the licenses; 
2. relieve Customer of its obligation to ensure that Customer’s actions or inactions do not cause Applications and Devices (including those already distributed) to fall out of compliance with the terms of the Agreement; nor
3. affect any rights of End Customer to continue use of Applications and Devices (and therein incorporated Redistributables) received by the End Customer before the date of such expiry or termination of Customer’s rights.

11.3. Extension of Rights under Special Circumstances. In the event that, during the applicable License Term, The Qt Company is declared bankrupt under a final, non-cancellable decision by relevant court of law, and the Agreement is not, at the date of expiry of the Development License(s), assigned to a party who has assumed The Qt Company’s position as a legitimate licensor of Licensed Software under the Agreement, then all valid Development Licenses possessed by Customer at such date of expiry, and which Customer has not notified for expiry, shall be extended to be valid in perpetuity under the terms of the Agreement. Any such extension shall not apply to The Qt Company’s Support obligations.

Exhibit 1: Licensed Software

The modules and tools are specific to each product version respectively and may vary from version to version. Modules and tools included in the latest publicly available version of the respective product at any given time are listed in Exhibit 1 of the latest version of the Qt Frame Agreement available at https://www.qt.io/terms-conditions/qt-dev-framework/exhibit-1. If a new version of Licensed Software does not include a module or tool present in an older version which Customer is entitled to use under a valid license from The Qt Company, then Customer will continue to have such right during the validity of Customer’s license to relevant Licensed Software.  In the event a new version of the Licensed Software adds modules or tools to any previous version(s), Customer’s rights will extend to cover also such additional modules and tools.

Licensed Software: Developer modules and tools

The modules and/or tools that are included in the latest publicly available version of the respective product at the effective date of this Appendix, Qt for Application Development Professional (ADP), Qt for Application Development Enterprise (ADE), Qt for Device Creation Professional (DCP), Qt for Device Creation Enterprise (DCE), - are marked with ‘X’ in the below table. Parts of the product that are permitted for distribution in object-code form only (“Redistributables”) are marked with ‘R’ in the below table.

Rights for Application and Device use cases

Following table summarizes the rights afforded by different products of the Licensed Software to create and distribute Applications and Devices as defined in this Appendix (X marks for rights):

Redistributables and Tools - Data collection 

Customer is responsible for Customer’s use of Licensed Software, including the developer modules and tools. Any use of modules and tools by Customer to track, access, process, or otherwise handle data (including telemetry data) is the responsibility of Customer and must be done in compliance with applicable laws. If Customer uses the Licensed Software to perform any operation or set of operations on personal data, The Qt Company has no access or visibility into such operations by Customer. The Qt Company in no way acts as a data processor to Customer.

Licensed Software: Designer tools and modules

The modules and/or tools that are included in the respective product – Qt for Design Studio Professional (DSP), Qt for Design Studio Enterprise (DSE) - are marked with ‘X’ in the below table.

Designer tools include no Redistributables.
Both DSP and DSE can be used to create an user interface for use cases covered by ADP, ADE, DCP and DCE.