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Qt LICENSE AGREEMENT­

Agreement version 4.2.3

This Qt License Agreement (“Agreement”) is a legal agreement for the licensing of Licensed Software (as defined below) between The Qt Company (as defined below) and the Licensee who has accepted the terms of this Agreement by downloading or using the Licensed Software and/or as defined herein:

Capitalized terms used herein are defined in Section 1.

WHEREAS:

(A)  Licensee wishes to use the Licensed Software for the purpose of developing and distributing Applications and/or Devices (each as defined below); and

(B)  The Qt Company is willing to grant the Licensee a right to use Licensed Software for such a purpose pursuant to term and conditions of this Agreement.

NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

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.

“Add-on Products” shall mean The Qt Company’s specific add-on software products (for example Qt Safe Renderer, Qt for Automation, Qt Application Manager), which are not licensed as part of The Qt Company’s standard offering, but shall be included into the scope of Licensed Software only if so specifically agreed between the Parties.

“Applications” shall mean Licensee's software products created using the Licensed Software, which may include the Redistributables, or part thereof.

“Contractor(s)” shall mean third party consultants, distributors and contractors performing services to the Licensee under applicable contractual arrangement.

“Customer(s)” shall mean Licensee’s end users to whom Licensee, directly or indirectly, distributes copies of the Redistributables.

“Data Protection Legislation” shall mean 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 relevant territory.

“Deployment Platforms” shall mean 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 Agreement.

“Designated User(s)” shall mean the employee(s) of Licensee or Licensee’s Affiliates acting within the scope of their employment or Licensee's Contractors acting within the scope of their services for Licensee and on behalf of Licensee. Designated Users shall be named in the License Certificate.

“Development License” shall mean the license needed by the Licensee for each Designated User to use the Licensed Software under the license grant described in Section 3.1 of this Agreement. Development Licenses are available separately for Qt for Application Development and Qt for Device Creation products, each product having its designated scope and purpose of use. Distribution Licenses are always connected to Qt for Device Creation product only.

“Development Platforms” shall mean those operating systems specified in the License Certificate, in which the Licensed Software can be used under the Development License, but not distributed in any form or used for any other purpose.

“Devices” shall mean hardware devices or products that 1) are manufactured and/or distributed by the Licensee or its Affiliates or Contractors, and (2)(i) incorporate or integrate the Redistributables or parts thereof; or (ii) where the main user interface or substantial functionality of such unit , when used by a Customer, is provided by Application(s) or otherwise depends on the Licensed Software, regardless of whether the Redistributables are distributed together with the hardware or not. Devices covered with this Agreement shall be specified in Appendix 2 or in a quote.

“Distribution License(s)” shall mean the license required for any kind of sale, trade, exchange, loan, lease, rental or other distribution by or on behalf of Licensee to a third party of Redistributables in connection with Devices pursuant to license grant described in Section 3.3 of this Agreement.

“Distribution License Packs” shall mean set of prepaid Distribution Licenses for distribution of Redistributables, as defined in The Qt Company’s standard price list, quote, Purchase Order confirmation or in an appendix hereto, as the case may be. 

“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, copyrights, trademarks, service marks, trade names, logos or other words or symbols and any other form of statutory protection of any kind and applications for any of the foregoing as well as any trade secrets.

“License Certificate” shall mean a certificate generated by The Qt Company for each Designated User respectively upon them downloading the Licensed Software, which will be available under respective Designated User’s Qt Account at account.qt.io. License Certificates will specify the Designated User, the Development Platforms, Deployment Platforms and the License Term. Such terms are considered part of the licenses granted hereunder and shall be updated from time to time to reflect any agreed changes to the foregoing terms relating to Designated User’s rights to the Licensed Software.

“License Fee” shall mean the fee charged to the Licensee for rights granted under the terms of this Agreement.

“License Term” shall mean the agreed validity period of the Development License of the respective Designated User, during which time the Designated User is entitled to use the Licensed Software, as set forth in the respective License Certificate.

Licensed Software” shall mean either

(i)             Qt for Application Development or

(ii)            Qt for Device Creation, and/or

(iii)          Qt 3D Studio, and/or

(iv)           Qt Design Studio, and/or

(v)            Qt for MCUs, and/or

(vi)           selected Add-on Products, if any,

depending on which product(s) the Licensee has purchased under this Agreement, as well as corresponding online or electronic documentation, associated media and printed materials, including the source code (where applicable), example programs and the documentation, licensed to the Licensee under this Agreement. Licensed Software does not include Third Party Software (as defined in Section 4) or Open Source Qt. 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 the Licensee 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).  

“Licensee” shall mean the individual or legal entity that is party to this Agreement, as identified on the signature page hereof.

Licensee’s Records” shall mean books and records that are likely to contain information bearing on Licensee’s compliance with this Agreement, Licensee’s use of Open Source Qt and/or the payments due to The Qt Company under this Agreement, including, but not limited to user information, assembly logs, sales records and distribution records.

“Modified Software” shall have the meaning as set forth in Section 2.3.

“Online Services” shall mean any services or access to systems made available by The Qt Company to the Licensee over the Internet relating to the Licensed Software or for the purpose of use by the Licensee of the Licensed Software or Support. Use of any such Online Services is discretionary for the Licensee and some of them may be subject to additional fees.

“Open Source Qt” shall mean the non-commercial Qt computer software products, 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”). For clarity, Open Source Qt shall not be provided nor governed under this Agreement.

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

“Permitted Software" shall mean any (i) open source software (excluding Open Source Qt) that is a) generally available for public in source code form without additional cost under any of the licenses approved by Open Source Initiative as listed on  https://opensource.org/licenses; and (b) is in no way, directly or indirectly, developed by or for or otherwise related to or in the interest of the Licensee or its Affiliates, or (ii) software The Qt Company has made available via its Qt Marketplace online distribution channel.

“Pre-Release Code” shall have the meaning as set forth in Section 4.

“Prohibited Combination” shall mean any means to (i) use, combine, incorporate, link or integrate Licensed Software with any software created with or incorporating Open Source Qt, (ii) use Licensed Software for creation of any software created with or incorporating Open Source Qt, or (iii) incorporate or integrate Applications into a hardware device or product other than a Device.

“Qt 3D Studio” shall mean The Qt Company’s productized offering, which consist of all versions of modules and tools as set forth in Appendix 1.

“Qt Design Studio” shall mean The Qt Company’s productized offering, which consist of all versions of modules and tools as set forth in Appendix 1.

“Qt for Application Development” shall mean The Qt Company’s productized offering, which consist of all versions of modules and tools as set forth in Appendix 1.

“Qt for Device Creation” shall mean The Qt Company’s productized offering, which consist of all versions of modules and tools as set forth in Appendix 1.

“Qt for MCUs” shall mean The Qt Company’s productized offering, which consist of all versions of modules and tools as set forth in Appendix 1.

"Redistributables" shall mean the portions of the Licensed Software set forth in Appendix 1 that may be distributed pursuant to the terms of this Agreement in object code form only, including any relevant documentation. Where relevant, any reference to Licensed Software in this Agreement shall include and refer also to Redistributables.

“Renewal Term” shall mean an extension of previous License Term as agreed between the Parties.

“Submitted Modified Software” shall have the meaning as set forth in Section 2.3.

“Support” shall mean standard developer support that is provided by The Qt Company to assist Designated Users in using the Licensed Software in accordance with The Qt Company’s standard support terms available at https://www.qt.io/terms-conditions/ and as further defined in Section 8 hereunder. 

“Taxes” shall have the meaning set forth in Section 10.5.

“Term” shall have the meaning set forth in Section 12.

“The Qt Company” shall mean:

(i)             in the event Licensee is an individual residing in the United States or a legal entity incorporated in the United States or having its headquarters in the United States, The Qt Company Inc., a Delaware corporation with its office at 2350 Mission College Blvd., Suite 1020, Santa Clara, CA 95054, USA.; or

(ii)            in the event the Licensee is an individual residing outside of the United States or a legal entity incorporated outside of the United States or having its registered office outside of the United States, The Qt Company Ltd., a Finnish company with its registered office at Bertel Jungin aukio D3A, 02600 Espoo, Finland.

"Third-Party Software" shall have the meaning set forth in Section 4.

“Updates” shall mean 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 the Licensee under the Support. Updates shall be considered as part of the Licensed Software hereunder.

“Upgrades” shall mean 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 Upgrades are provided to the Licensee under this Agreement, they shall be considered as part of the Licensed Software hereunder.

2.     OWNERSHIP

2.1.  Ownership of The Qt Company

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.

All of The Qt Company's Intellectual Property Rights are and shall remain the exclusive property of The Qt Company or its licensors respectively.

2.2.  Ownership of Licensee

All the Licensee's Intellectual Property Rights are and shall remain the exclusive property of the Licensee or its licensors respectively.

All Intellectual Property Rights to the Modified Software, Applications and Devices shall remain with the Licensee and no rights thereto shall be granted by the Licensee to The Qt Company under this Agreement (except as set forth in Section 2.3 below).

2.3.  Modified Software

Licensee may create bug-fixes, error corrections, patches or modifications to the Licensed Software (“Modified Software”). Such Modified Software may break the source or binary compatibility with the Licensed Software (including without limitation through changing the application programming interfaces ("API") or by adding, changing or deleting any variable, method, or class signature in the Licensed Software and/or any inter-process protocols, services or standards in the Licensed Software libraries). To the extent that Licensee’s Modified Software so 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.

Licensee may, at its sole and absolute discretion, choose to submit Modified Software to The Qt Company (“Submitted Modified Software”) in connection with Licensee’s Support request, service request or otherwise. In the event Licensee does so, then, Licensee hereby grants The Qt Company a sublicensable, assignable, irrevocable, perpetual, worldwide, non-exclusive, royalty-free and fully paid-up license, under all of Licensee’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.

3.     LICENSES GRANTED

3.1.  Development with Licensed Software

Subject to the terms of this Agreement, The Qt Company grants to Licensee a worldwide, non-exclusive, non-transferable license, valid for the 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 thereto related support and other related services to end-user Customers.

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

Licensee may at any time designate another Designated User to replace a then-current Designated User by notifying The Qt Company in writing, provided that any Designated User may be replaced only once during any six-month period.

Upon expiry of the initially agreed License Term, the respective License Terms shall be automatically extended to 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. Unless otherwise agreed between the Parties, Renewal Term shall be of equal length with the initial License Term.

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 pricing applicable at the commencement date of any such Renewal Term.

Any price or other term specified for a Renewal Term shall be valid only for the specified time.

The Qt Company may request the Licensee to place a purchase order corresponding to a quote by The Qt Company for the relevant Renewal Term.

In the event Licensee does not prevent auto-renewal pursuant the above, but a Renewal Term is nevertheless not duly ordered within 30 days from the date of the respective quote from The Qt Company and/or the respective License Fee paid by due date specified in The Qt Company’s respective invoice, The Qt Company shall apply a reinstatement fee equal to ten percent (10 %) of the total value of the License Fees of the Development Licenses for the expired term to be added to the License Fee of the respective Renewal Term.

In the event Licensee chooses not to renew a Development License for a Renewal Term by notifying The Qt Company thereof no less than thirty (30) days before expiry of the respective License Term, Licensee may still reinstate such expired Development Licenses for a Renewal Term subject to applicable renewal Term License Fees until thirty (30) days from the expiry of the initially agreed License Term or preceding Renewal Term. After such thirty (30) day period a Development License shall be subject to applicable License Fees for a new Development License and not any Renewal Term License Fees.

3.2.  Distribution of Applications

Subject to the terms of this Agreement, The Qt Company grants to Licensee a worldwide, non-exclusive, non-transferable, revocable (for cause pursuant to this Agreement) right and license, valid for the Term, to

(i)             distribute, by itself or through its Contractors, Redistributables as installed, incorporated or integrated into Applications for execution on the Deployment Platforms, and

(ii)            grant sublicenses to Redistributables, as distributed hereunder, for Customers solely for Customer’s internal use and to the extent necessary in order for the Customers to use the Applications for their respective intended purposes.

Right to distribute the Redistributables as part of an Application as provided herein is not royalty-bearing but is conditional upon the Licensee not having any unpaid License Fees for Development Licenses owed to The Qt Company at the time of distribution of any Redistributables to Customers.

3.3.  Distribution of Devices

Subject to the terms of this Agreement, The Qt Company grants to Licensee a worldwide, non-exclusive, non-transferable, revocable (for cause pursuant to this Agreement) right and license, valid for the Term, to

(i)             distribute, by itself or through one or more tiers of Contractors, Redistributables as installed, incorporated or integrated, or intended to be installed, incorporated or integrated into Devices for execution on the Deployment Platforms, and

(ii)            grant sublicenses to Redistributables, as distributed hereunder, for Customers solely for Customer’s internal use and to the extent necessary in order for the Customers to use the Devices for their respective intended purposes.

Right to distribute the Redistributables with Devices as provided herein is conditional upon the Licensee (i) not having any unpaid License Fees for Development Licenses owed to The Qt Company, and (ii) having purchased and paid corresponding Distribution Licenses at the time of distribution of any Redistributables to Customers.

3.4.  Further Requirements

The licenses granted above in this Section 3 by The Qt Company to Licensee are conditional and subject to Licensee's compliance with the following terms:

(i)             Licensee shall not remove or alter any copyright, trademark or other proprietary rights notice(s) contained in any portion of the Licensed Software; 

(ii)            Applications must add primary and substantial functionality to the Licensed Software so as not to compete with the Licensed Software;

(iii)          Applications may not pass on functionality which in any way makes it possible for others to create software with the Licensed Software; provided however that 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);

(iv)           Licensee shall not use Licensed Software in any manner or for any purpose that infringes, misappropriates or otherwise violates any Intellectual property or right of any third party, or that violates any applicable law;

(v)            Licensee shall not use The Qt Company's or any of its suppliers' names, logos, or trademarks to market Applications, except that Licensee may use “Built with Qt” logo to indicate that Application(s) was developed using the Licensed Software;  

(vi)           Licensee shall not distribute, sublicense or disclose source code of Licensed Software to any third party (provided however that Licensee may appoint employee(s) of Contractors as Designated Users to use Licensed Software pursuant to this Agreement). Such right may be available for the Licensee subject to a separate software development kit (“SDK”) license agreement to be concluded with The Qt Company;

(vii)         Licensee shall not grant the Customers a right to (i) make copies of the Redistributables except when and to the extent required to use the Applications and/or Devices for their intended purpose, (ii) modify the Redistributables or create derivative works thereof, (iii) decompile, disassemble or otherwise reverse engineer Redistributables, or (iv) redistribute any copy or portion of the Redistributables to any third party, except as part of the onward sale of the Device on which the Redistributables are installed;

(viii)      Licensee shall not and shall cause that its Affiliates or Contractors shall not use Licensed Software in any Prohibited Combination, unless Licensee has received an advance written permission from The Qt Company to do so. Absent such written permission, any and all distribution by the Licensee during the Term of a hardware device or product a) which incorporate or integrate any part of Licensed Software or Open Source Qt; or b) where the main user interface or substantial functionality is provided by software built with Licensed Software or Open Source Qt or otherwise depends on the Licensed Software or Open Source Qt, shall be considered to be Device distribution under this Agreement and shall be dependent on Licensee’s compliance thereof (including but not limited to obligation to pay applicable License Fees for such distribution). Notwithstanding what is provided above in this sub-section (viii), Licensee is entitled to use and combine Licensed Software with any Permitted Software; 

(ix)           Licensee shall cause all of its Affiliates and Contractors entitled to make use of the licenses granted under this Agreement, to be contractually bound to comply with the relevant terms of this Agreement and not to use the Licensed Software beyond the terms hereof and for any purposes other than operating within the scope of their services for Licensee. Licensee shall be responsible for any and all actions and omissions of its Affiliates and Contractors relating to the Licensed Software and use thereof (including but not limited to payment of all applicable License Fees);

(x)            Except when and to the extent explicitly provided in this Section 3, Licensee shall not transfer, publish, disclose, display or otherwise make available the Licensed Software; and

(xi)           Licensee shall not attempt or enlist a third party to conduct or attempt to conduct any of the above.

Above terms shall not be applicable if and to the extent they conflict with any mandatory provisions of any applicable laws.

Any use of Licensed Software beyond the provisions of this Agreement is strictly prohibited and requires an additional license from The Qt Company.

4.     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 with the Licensed Software. Such 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. Licensee acknowledges that use or distribution of Third-Party Software is in all respects subject to applicable license terms of applicable third-party right holders.

5.     PRE-RELEASE CODE

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”, “Sample” etc. (“Pre-Release Code”).

Such Pre-Release Code may be present complimentary for the Licensee, in order to provide experimental support or information for new platforms or preliminary versions of one or more new functionalities or for other similar reasons. The Pre-Release Code may not be at the level of performance and compatibility of a final, generally available, product offering.  The Pre-Release Code may not operate correctly, may contain errors and may be substantially modified by The Qt Company 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. The Qt Company assumes no liability whatsoever regarding any Pre-Release Code, but any use thereof is exclusively at Licensee’s own risk and expense.

For clarity, unless Licensed Software specifies different license terms for the respective Pre-Release Code, the Licensee is entitled to use such pre-release code pursuant to Section 3, just like other Licensed Software, provided however that in the event Add-on Products are included and available as such Pre-Release Code, Licensee’s right to use such Add-on Products is nevertheless subject to and conditional upon conclusion of separate agreement with The Qt Company.

6.     LIMITED WARRANTY AND WARRANTY DISCLAIMER

The Qt Company hereby represents and warrants 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" and Licensee’s exclusive remedy and The Qt Company’s entire liability for errors in the Licensed Software shall be limited, at The Qt Company’s option, to correction of the error, replacement of the Licensed Software or return of the applicable fees paid for the defective Licensed Software for the time period during which the License is not able to utilize the Licensed Software under the terms of this Agreement.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE QT COMPANY ON BEHALF OF ITSELF AND ITS LICENSORS, SUPPLIERS AND AFFILIATES, DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY 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 WILL OPERATE WITHOUT DEFECT OR ERROR OR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED.

7.     INDEMNIFICATION AND LIMITATION OF LIABILITY

7.1.  Limitation of Liability

EXCEPT FOR (I) CASES OF GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT,  AND (II) BREACH OF CONFIDENTIALITY, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOSS OF PROFIT, 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.

EXCEPT FOR (I) CASES OF GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT,  AND (II) BREACH OF CONFIDENTIALITY, 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 PAID OR PAYABLE TO THE QT COMPANY FROM LICENSEE DURING THE PERIOD OF TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT RESULTING IN SUCH LIABILITY.

THE PROVISIONS OF THIS SECTION 7 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.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, LICENSEE SHALL ALWAYS BE LIABLE TO PAY THE APPLICABLE LICENSE FEES CORRESPONDING TO ITS ACTUAL USE OF LICENSED SOFTWARE.

8.     SUPPORT, UPDATES AND ONLINE SERVICES

Upon due payment of the agreed License Fees the Licensee will be eligible to receive Support and Updates and to use the Online Services during the License Term, provided, however, that in the event the License Term is longer than 36 months, the initial payment includes Support for only the first 12 months, unless the Parties specifically otherwise agree.

Unless otherwise decided by The Company at its free and absolute discretion, Upgrades will not be included in the Support but may be available subject to additional fees. 

From time to time The Qt Company may change the Support terms, provided that during the respective ongoing License Term the level of Support provided by The Qt Company may not be reduced without the consent of the Licensee.

Unless otherwise agreed, The Qt Company shall not be responsible for providing any service or support to Customers.

9.     CONFIDENTIALITY

Each Party acknowledges that during the Term of this Agreement each Party may receive 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 the other Party (the “Disclosing Party”), the Receiving Party shall only disclose such information to employees and Contractors on a need to know basis, and shall cause its employees and employees of its Affiliates to: (i) maintain any and all Confidential Information in 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.

Obligation of confidentiality shall not apply to information that (i) is or becomes generally known to the public through no act or omission of the Receiving Party; (ii) was in the Receiving Party's lawful possession prior to the disclosure hereunder and was not subject to limitations on disclosure or use; (iii) is developed independently by employees or Contractors 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; (iv) is lawfully disclosed to the Receiving Party without restrictions, by a third party not under an obligation of confidentiality; or (v) the Receiving Party is legally compelled to disclose, in which case the Receiving Party shall notify the Disclosing Party of such compelled disclosure and assert the privileged and confidential nature of the information and cooperate fully with the Disclosing Party to limit the scope of disclosure and the dissemination of disclosed Confidential Information to the minimum extent necessary.

The obligations under this Section 9 shall continue to remain in force for a period of five (5) years after the last disclosure, and, with respect to trade secrets, for so long as such trade secrets are protected under applicable trade secret laws.

10.  FEES, DELIVERY AND PAYMENT

10.1.               License Fees

License Fees are described in The Qt Company’s standard price list, quote or Purchase Order confirmation or in an appendix hereto, as the case may be.

The License Fees shall not be refunded or claimed as a credit in any event or for any reason whatsoever. 

10.2.               Ordering Licenses

Licensee may purchase Development Licenses and Distribution Licenses 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. Unless specifically otherwise provided, any pricing terms referenced in this Agreement shall be valid for twelve (12) months from the date of this Agreement.

Licensee shall submit all purchase orders for Development Licenses and 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”) for confirmation, whereupon the Purchase Order shall become binding between the Parties.

10.3.               Distribution License Packs

Unless otherwise agreed, Distribution Licenses shall be purchased by way of Distribution License Packs.

Upon due payment of the ordered Distribution License Pack(s), the Licensee will have an account of Distribution Licenses available for distributing the Redistributables in accordance with this Agreement.

Each time Licensee distributes a copy of Redistributables, then one Distribution License is used, and Licensee’s account of available Distribution Licenses is decreased accordingly.

Licensee may distribute copies of the Redistributables so long as Licensee has Distribution Licenses remaining on its account.

10.4.               Payment Terms

License Fees and any other charges under this Agreement shall be paid by Licensee no later than thirty (30) days from the date of the applicable invoice from The Qt Company.

The Qt Company will submit an invoice to Licensee after the date of this Agreement and/or after The Qt Company receives a Purchase Order from Licensee.

A late payment charge of the lower of (a) one percent per month; or (b) the interest rate stipulated by applicable law, shall be charged on any unpaid balances that remain past due.

10.5.               Taxes

All License Fees and other charges payable hereunder are gross amounts but exclusive of any value added tax, use tax, sales tax, withholding tax and other taxes, duties or tariffs (“Taxes”) levied directly for the sale, delivery or use of Licensed Software hereunder pursuant to any applicable law. Such applicable Taxes shall be paid by Licensee to The Qt Company, or, where applicable, in lieu of payment of such Taxes to The Qt Company, Licensee shall provide an exemption certificate to The Qt Company and any applicable authority.

11.  RECORD-KEEPING AND REPORTING OBLIGATIONS; AUDIT RIGHTS

11.1.               Licensee’s Record-keeping

Licensee shall at all times during the Term of this Agreement and for a period of seven (7) years thereafter maintain Licensee’s Records in an accurate and up-to-date form.  Licensee’s Records shall be adequate to reasonably enable The Qt Company to determine Licensee’s compliance with the provisions of this Agreement. The records shall conform to general good accounting practices. 

Licensee shall, within thirty (30) days from receiving The Qt Company’s request to that effect, deliver to The Qt Company a report based on Licensee’s Records, such report to contain information, in sufficient detail, on (i) number and identity of users working with Licensed Software or Open Source Qt, (ii) copies of Redistributables distributed by Licensee during the most recent calendar quarter and/or any other term specified by The Qt Company, (iii) number of undistributed copies of Redistributables and corresponding number of unused Distribution Licenses remaining on Licensee’s account, and (iv) any other information as The Qt Company may reasonably require from time to time.

11.2.               The Qt Company’s Audit Rights

The Qt Company or an independent auditor acting on behalf of The Qt Company’s, may, upon at least five (5) business days’ prior written notice and at its expense, audit Licensee with respect to the Licensee’s 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 acting on behalf of The Qt Company shall be entitled to inspect Licensee’s Records and conduct necessary interviews of Licensee’s relevant employees and Contractors. All such Licensee’s Records and use thereof shall be subject to an obligation of confidentiality under this Agreement.

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

In addition, in the event the audit reveals a material violation of the terms of this 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 the Licensee shall pay The Qt Company's reasonable cost of conducting such audit.

12.  TERM AND TERMINATION

12.1.               Agreement Term

This Agreement shall enter into force upon due acceptance by both Parties and remain in force for as long as there is any Development License(s) purchased under this Agreement in force (“Term”), unless and until terminated pursuant to the terms of this Section 12.

12.2.               Termination and suspension of rights

Either Party shall have the right to terminate this Agreement upon thirty (30) days prior written notice if the other Party commits a material breach of any obligation of this Agreement and fails to remedy such breach within such notice period.

Instead of termination, The Qt Company shall have the right to suspend or withhold grants of all rights to the Licensed Software hereunder, including but not limited to the Development Licenses, Distribution License, and Support, should Licensee fail to make payment in timely fashion or otherwise violates or is reasonably suspected to violate its obligations or terms of this Agreement, and where such violation or breach is not cured within five (5) business days following The Qt Company’s written notice thereof.

12.3.               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.

12.4.               Parties´ Rights and Duties upon Termination

Upon expiry or termination of the Agreement, Licensee shall cease and shall cause all Designated Users (including those of its Affiliates’ and Contractors’) to cease using the Licensed Software and distribution of the Redistributables under this Agreement.

Notwithstanding the above, in the event the Agreement expires or is terminated:

(i)             as a result of The Qt Company choosing not to renew the Development License(s) as set forth in Section 3.1, then all valid licenses possessed by the Licensee at such date shall be extended to be valid in perpetuity under the terms of this Agreement and Licensee is entitled to purchase additional licenses as set forth in Section 10.2; or

(ii)            for reason other than by The Qt Company pursuant to item (i) above or pursuant to Section 12.2, then the Licensee is entitled, for a period of six (6) months after the effective date of termination, to continue distribution of Devices under the Distribution Licenses paid but unused at such effective date of termination.

Upon any such termination the Licensee shall destroy or return to The Qt Company all copies of the Licensed Software and all related materials and will certify the same to The Qt Company upon its request, provided however that Licensee may retain and exploit such copies of the Licensed Software as it may reasonably require in providing continued support to Customers.

Expiry or termination of this Agreement for any reason whatsoever shall not relieve Licensee of its obligation to pay any License Fees accrued or payable to The Qt Company prior to the effective date of termination, and Licensee shall immediately pay to The Qt Company all such fees upon the effective date of termination. Termination of this Agreement shall not affect any rights of Customers to continue use of Applications and Devices (and therein incorporated Redistributables).

12.5.               Extension in case of bankruptcy

In the event The Qt Company is declared bankrupt under a final, non-cancellable decision by relevant court of law, and this Agreement is not, at the date of expiry of the Development License(s) pursuant to Section 3.1, assigned to party, who has assumed The Qt Company’s position as a legitimate licensor of Licensed Software under this Agreement, then all valid licenses possessed by the Licensee at such date of expiry, and which the Licensee has not notified for expiry, shall be extended to be valid in perpetuity under the terms of this Agreement.

13.  GOVERNING LAW AND LEGAL VENUE

In the event this Agreement is in the name of The Qt Company Inc., a Delaware Corporation, then:

(i)             this Agreement shall be construed and interpreted in accordance with the laws of the State of California, USA, excluding its choice of law provisions;

(ii)            the United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement; and

(iii)          any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this Agreement to arbitrate, shall be determined by arbitration in San Francisco, USA, before one arbitrator. The arbitration shall be administered by JAMS pursuant to JAMS' Streamlined Arbitration Rules and Procedures. Judgment on the Award may be entered in any court having jurisdiction. This Section shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

In the event this Agreement is in the name of The Qt Company Ltd., a Finnish Company, then:

(i)             this Agreement shall be construed and interpreted in accordance with the laws of Finland, excluding its choice of law provisions;

(ii)            the United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement; and

(iii)          any disputes, controversy or claim arising out of or relating to this Agreement, or the breach, termination or validity thereof shall be finally settled by arbitration in accordance with the Arbitration Rules of Finland Chamber of Commerce. 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. This Section shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

14.  GENERAL PROVISIONS

14.1.               No Assignment

Except in the case of a merger or sale of substantially all of its corporate assets, 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 or delayed. The Qt Company shall be entitled to freely assign or transfer any of its rights, benefits or obligations under this Agreement.

14.2.               No Third-Party Representations

Licensee shall make no representations or warranties concerning the Licensed Software on behalf of 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.

14.3.               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. Such sections include especially the following: 1, 2, 6, 7, 9, 11, 12.4, 13 and 14.   

14.4.               Entire Agreement

This Agreement, the exhibits hereto, the License Certificate and any applicable Purchase Order accepted by The Qt Company constitute 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. 

In the event of any conflict or inconsistency between this Agreement and any Purchase Order, the terms of this Agreement will prevail over the terms of the Purchase Order with respect to such conflict or inconsistency.

Parties specifically acknowledge and agree that this Agreement prevails over any click-to-accept or similar agreements the Designated Users may need to accept online upon download of the Licensed Software, as may be required by The Qt Company’s applicable processes relating to Licensed Software.

14.5.               Modifications

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 (“Deviating Terms”) shall apply unless The Qt Company has expressly agreed such Deviating Terms in writing. Unless and to the extent expressly agreed by The Qt Company, any such Deviating Terms shall be deemed void and with no legal effect. For clarity, delivery of the Licensed Software following the receipt of the Purchase Order including Deviating Terms shall not constitute acceptance of such Deviating Terms.”

14.6.               Force Majeure

Except for the payment obligations hereunder, 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 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. 

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 for each Party on the signature page. Each communication and document made or delivered by one Party to the other Party pursuant to this Agreement shall be in the English language.

14.8.               Export Control

Licensee acknowledges that the Redistributables, as incorporated in Applications or Devices, may be subject to export control restrictions under the applicable laws of respective countries. Licensee shall fully comply with all applicable export license restrictions and requirements as well as with all laws and regulations relating to the Redistributables and exercise of licenses hereunder 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 Redistributables, Applications and/or Devices.

14.9.               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 with any other software or hardware not delivered by The Qt Company under this Agreement.

14.10.            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.

14.11.            Privacy

Licensee acknowledges and agrees that for the purpose of this Agreement, The Qt Company may collect, use, transfer and disclose personal data pertaining to Designated Users as well as any other employees and directors of the Licensee and its Contractors relevant for carrying out the intent of this Agreement. Such personal data may be collected from the Licensee or directly from the relevant individuals. The Parties acknowledge that with regard to such personal data processed hereunder, The Qt Company shall be regarded as the Data Controller under the applicable Data Protection Legislation. The Qt Company shall process any such personal data in accordance with its privacy policies and practices, which will comply with all applicable requirements of the Data Protection Legislation.

14.12.            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.

 

APPENDICES

The Agreement includes Appendix 1, and possibly one or more of the appendices 3-5, depending on the product(s) purchased by the Licensee, what is stated in the quote or invoice, and/or what is stated in the Licensee’s License Certificate.

APPENDIX 1

The modules and/or tools that are included in the respective product – Qt for Application Development (QtAD), Qt for Device Creation (QtDC), Qt for MCUs (QtMCU), Qt 3D Studio (Qt3DS) and Qt Design Studio (QtDS) - 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.

 

Modules / Tools

QtAD

QtDC

QtMCU

Qt3DS

QtDS

Qt Core

X, R

X, R

 

 

 

Qt GUI

X, R

X, R

 

 

 

Qt Multimedia

X, R

X, R

 

 

 

Qt Multimedia Widgets

X, R

X, R

 

 

 

Qt Network

X, R

X, R

 

 

 

Qt QML

X, R

X, R

 

 

 

Qt Quick

X, R

X, R

 

 

 

Qt Quick Controls 2

X, R

X, R

 

 

 

Qt Quick Dialogs

X, R

X, R

 

 

 

Qt Quick Layouts

X, R

X, R

 

 

 

Qt Quick Test

X, R

X, R

 

 

 

Qt SQL

X, R

X, R

 

 

 

Qt Test

X, R

X, R

 

 

 

Qt Widgets

X, R

X, R

 

 

 

Active Qt

X, R

X, R

 

 

 

Qt 3D

X, R

X, R

 

 

 

Qt Android Extras

X, R

X, R

 

 

 

Qt Bluetooth

X, R

X, R

 

 

 

Qt Canvas 3D

X, R

X, R

 

 

 

Qt Concurrent

X, R

X, R

 

 

 

Qt D-Bus

X, R

X, R

 

 

 

Qt Gamepad

X, R

X, R

 

 

 

Qt Graphical Effects

X, R

X, R

 

 

 

Qt Help

X, R

X, R

 

 

 

Qt Image Formats

X, R

X, R

 

 

 

Qt Location

X, R

X, R

 

 

 

Qt Mac Extras

X, R

X, R

 

 

 

Qt Network Authorization

X, R

X, R

 

 

 

Qt NFC

X, R

X, R

 

 

 

Qt Platform Headers

X, R

X, R

 

 

 

Qt Positioning

X, R

X, R

 

 

 

Qt Print Support

X, R

X, R

 

 

 

Qt Purchasing

X, R

X, R

 

 

 

Qt for Python

X, R

X, R

 

 

 

Qt Quick Controls

X, R

X, R

 

 

 

Qt Quick Extras

X, R

X, R

 

 

 

Qt Quick Widgets

X, R

X, R

 

 

 

Qt SCXML

X, R

X, R

 

 

 

Qt Sensors

X, R

X, R

 

 

 

Qt Serial Bus

X, R

X, R

 

 

 

Qt Serial Port

X, R

X, R

 

 

 

Qt Speech

X, R

X, R

 

 

 

Qt SVG

X, R

X, R

 

 

 

Qt UI Tools

X, R

X, R

 

 

 

Qt WebChannel

X, R

X, R

 

 

 

Qt WebEngine

X, R

X, R

 

 

 

Qt WebSockets

X, R

X, R

 

 

 

Qt WebView

X, R

X, R

 

 

 

Qt Windows Extras

X, R

X, R

 

 

 

Qt X11 Extras

X, R

X, R

 

 

 

Qt XML

X, R

X, R

 

 

 

Qt XML Patterns

X, R

X, R

 

 

 

Qt Wayland Compositor

X, R

X, R

 

 

 

Qt Charts

X, R

X, R

 

 

 

Qt Data Visualization

X, R

X, R

 

 

 

Qt Virtual Keyboard

X, R

X, R

 

 

 

Boot 2 Qt stack

 

X, R

 

 

 

Qt OTA

 

X, R

 

 

 

Device Utilities

 

X, R

 

 

 

Qt Debugging Bridge (QDB) Daemon

 

X, R

 

 

 

Qt Quick Ultralite Controls

 

 

X, R

 

 

Qt Quick Ultralite

 

 

X, R

 

 

Qt Creator

X

X

X

 

 

Qt Designer (Qt Widget Designer)

X

X

 

 

 

Qt Quick Designer (Qt Creator plugin)

X

X

X

 

 

Qt Linguist

X

X

X

 

 

Qt Assistant

X

X

X

 

 

Lupdate

X

X

X

 

 

Lrelease

X

X

X

 

 

Qmake

X

X

 

 

 

Uic

X

X

 

 

 

Rcc

X

X

 

 

 

Qlalr

X

X

 

 

 

Qdoc

X

X

 

 

 

Qmlscene

X

X

 

 

 

Qmlviewer

X

X

 

 

 

Target toolchains

 

X

X

 

 

Qt Debugging Bridge (QDB) Host Tools

 

X

 

 

 

qtconfig-gui

 

X

 

 

 

Qt Emulator

 

X

 

 

 

Qmlinterfacegenerator

 

 

X

 

 

Qmltocpp

 

 

X

 

 

qulfontcompiler

 

 

X

 

 

Qt53DStudioRuntime2

 

 

 

X, R

 

Qt 3D Studio

 

 

 

X

 

Qt Design Studio

 

 

 

 

X

 

 

APPENDIX 3: ADDITIONS TO LICENSED SOFTWARE

In addition to what is provided under the definition of the Licensed Software, Parties agree that Licensed Software shall also include the Add-On Products of The Qt Company, as mentioned in this Appendix, if included in the quote / invoice.

The Modules and/or Tools of the Licensed Software that are included with each Add-On Product respectively are marked with ‘X’ in the below table.

Parts of the respective Add-On Product that are permitted for distribution in object-code form only (“Redistributables”) are marked with ‘R’ in the below table.

 

Modules / Tools of Licensed Software

Add-On Product(s)

Qt for Automation / Qt M2M Protocols

Qt Automotive Suite

Qt Safe Renderer

Qt Application Manager

Qt GammaRay

Qt Deployment Platform Package

 

Qt MQTT

X, R

 

 

 

 

 

Qt KNX

X, R

 

 

 

 

 

Qt OPC UA

X, R

 

 

 

 

 

Qt CoAP

X, R

 

 

 

 

 

Qt Safe Renderer

 

X, R

X, R

 

 

 

Qt Application Manager

 

X, R

 

X, R

 

 

Qt IVI

 

X, R

 

 

 

 

Reference UI

 

X, R

 

 

 

 

Qt GENIVI Extras

 

X, R

 

 

 

 

QML Live

 

X

 

 

 

 

Qt Creator Deployment

 

X

 

 

 

 

Qt Creator Plugin for Qt Application Manager

 

X

 

X

 

 

Qt Automotive Suite Deployment Server

 

X

 

 

 

 

Qt Design Studio

 

X

 

 

 

 

Qt 3D Studio

 

X

 

 

 

 

GammaRay

 

X

 

 

X

 

Platform adaptations for specified Deployment Platforms

 

 

 

 

 

X

Qt for Device Creation

 

X

 

 

 

 

 

All the above Redistributables are subject to applicable provisions and limitations including but not limited to what is defined in section 3 of the Agreement.

 

APPENDIX 4: SMALL BUSINESS AND STARTUP

The provisions of this Appendix 4 are applicable for companies with an annual revenue, including funding, equivalent to maximum of 250,000 USD (in applicable currency) during the latest full calendar year, as evidenced by duly audited records of the Licensee and approved by The Qt Company (“Start-up Company”).

Start-up Companies are qualified for a discounted License Fee for maximum of four (4) Development Licenses (“Start-up Development License”) unless otherwise agreed between the parties.

Start-up Development License entitles the respective Designated User for Support only for installation related issues, otherwise Support will be provided on a best effort basis subject to availability, as judged by The Qt Company at its free and absolute discretion.

Upon expiry of the respective License Term, the Start-up Development Licenses shall be automatically extended, pursuant to Section 3.1 of the Agreement, for a Renewal Term either as new Start-up Development Licenses (if the Licensee still qualifies as a Start-up Company), or as normal Development Licenses (if the Licensee no longer qualifies as a Start-up Company).

 

APPENDIX 5: NON-COMMERCIAL USE

The provisions of this Appendix 5 are applicable for non-commercial use of the Licensed Software by the Licensee.

For the purpose of this Appendix 5, the following additional definitions (replacing the relevant definition of the Agreement, where applicable) shall be applicable:

“Demo Units” shall mean (i) hardware development platform, which incorporates the Licensed Software along with Licensee’s software and/or hardware, and (ii) prototype versions of Applications or Devices.

“Designated User(s)” shall mean the employees and students of the Licensee.

“Licensee Products” shall mean Applications and/or Devices.

“Permitted Purpose” shall mean (i) Licensee’s internal evaluation and testing of Licensed Software, (ii) building Demo Units as well as (iii) educational use.

“Term” shall mean a period of twelve (12) months or any such other period as may be agreed between the Parties.

 

For the purpose of this Appendix 5, the following changes shall be agreed with respect to relevant Sections of the Agreement:

  1. Recital (A) shall be replaced in its entirety to read as follows:
    “(A) Licensee wishes to use the Licensed Software for the Permitted Purpose.”
  2. Section 3.1 shall be replaced in its entirety to read as follows:
    “The Qt Company grants to Licensee a personal, non-exclusive, non-transferable, revocable, royalty-free license, valid for the Term, to use, modify and copy the Licensed Software solely for the Permitted Purpose.
    Licensee may install copies of the Licensed Software on an unlimited number of computers provided that only Designated Users may use the Licensed Software.
    Licensee may demonstrate the Demo Units, provided that such demonstrations must be conducted by Licensee, and the Demo Units must remain in Licensee’s possession and under Licensee’s control at all times.
    For clarity, this Agreement does not (i) entitle Licensee to use Licensed Software to create Applications or Devices (other than prototypes thereof) or (ii) carry any distribution rights to Licensee, but such rights are subject to and conditional upon conclusion of a separate license agreement with The Qt Company.”
  3. Sections 3.2, 3.3, 8 and 10 shall be deleted.
  4. Section 3.4 shall be replaced in its entirety to read as follows:
    “Licensee shall not:
    -           remove or alter any copyright, trademark or other proprietary rights notice contained in any portion of the Licensed Software;
    -           transfer, publish, sublicense, disclose, display or otherwise make the Licensed Software available to any third party (except that Licensee may demonstrate the Demo Units pursuant to Section 3.1);
    -           in any way combine, incorporate or integrate Licensed Software with, or use Licensed Software for creation of, any software created with or incorporating Open Source Qt;
    Licensee shall cause all Designated Users who make use of the licenses granted under this Agreement, to be contractually bound to comply with the relevant terms of this Agreement and not to use the Licensed Software beyond the terms hereof. Licensee shall be responsible for any and all actions and omissions of its Designated Users relating to the Licensed Software and use thereof.
    Any use of Licensed Software beyond the provisions of this Agreement is strictly prohibited and requires an additional license from The Qt Company.”
  5. Section 12 shall be replaced in its entirety to read as follows:
    “This Agreement shall enter into force upon due acceptance by both Parties and remain in force for the Term, unless and until terminated pursuant to the terms of Section 12.
    Upon termination of the Agreement, Licensee shall cease using the Licensed Software. All other copies of Licensed Software in the possession or control of Licensee must be erased or destroyed. An officer of Licensee must, upon request, promptly deliver to The Qt Company a written confirmation that this has occurred.”

Except for the modifications specified above, this Appendix carries no change to the terms of the Agreement which shall remain in full force.

Qt SUPPORT TERMS AND CONDITIONS

Agreement version 4.2

These Qt support terms and conditions (“Support Terms”) set forth the legal framework, where under The Qt Company (“The Qt Company”) provides support services (as herein defined) to you (either an individual or a legal entity) (“Customer”).

Besides these Support Terms, Support and Parties’ respective rights and obligations relating to Support shall be governed by the terms and conditions of the License Agreement (as defined herein), and the provisions therein concerning Licensed Software shall apply, to the extent relevant, also to Support hereunder.

DEFINITIONS

 “Application Code” shall mean a computer software program written strictly using the Qt programming language, by or for the Customer, with a user interface, enabling the Customer or their users to accomplish a specific task and display any results of the task on the display monitor or screen. 

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.

Dedicated Contact” shall mean the employee of The Qt Company who will be the first point of contact for all Designated Users’ requests for Support.

“Deployment Platforms”shall have the same meaning as in License Agreement.

Errors” shall mean an error, flaw, mistake, failure, or fault in Qt that prevents it from behaving as described in Qt documentation or as agreed between the Parties.

Extended Support” shall mean a continuation to the normal Support period, which allows Designated Users to receive selected Support (Standard Support or Premium Support) for a Qt version that is no longer generally supported by The Qt Company.

Initial Term” shall mean, unless a different period of time is specified in The Qt Company’s quotation to Customer or otherwise agreed between the Parties, a time period of one (1) year from the latter of (i) the Effective Date of the License Agreement (if one is specified); or (ii) the date Support was first made available to Customer, unless and until terminated in accordance with these Support Terms.

License Agreement” shall mean an agreement concluded between the Parties for licensing of the commercial version of Qt by The Qt Company to the Customer.

Maintenance Release” shall mean a release or version of Qt containing bug fixes, error corrections and other changes targeted to maintaining and improving product stability. Maintenance Releases are generally depicted as a change to the third digit of Qt version number.

Platforms” shall mean the desktop, embedded, mobile and RTOS platforms for which Support is provided under these Support Terms.

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

Premium Support” shall mean an upgraded level of Support that The Qt Company provides pursuant to these Support Terms to Customers who have specifically purchased Premium Support instead of Standard Support. Premium Support shall be purchased for all Designated User(s) in the respective development team of the Customer. 

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 the License Agreement.

“Qt for MCUs”shall have the same meaning as in License Agreement.

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 reported Error or provides the requested Support.

Standard Support” shall mean standard level of Support that The Qt Company provides pursuant to these Support Terms to Customers who have purchased 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 pursuant to the terms of these Support Terms. Support is available in two support levels: Standard Support and Premium Support, and in Extended Support, as defined herein.

Support Renewal Term” shall mean a time period of twelve (12) months, or any such other time period as agreed between the Parties, calculated from the end of the Initial Term or previous Support Renewal Term, as applicable.

Support Term” shall mean the Initial Term and any possible Support Renewal Terms(s) during which time the Customer is eligible to receive Support from The Qt Company.

The Qt Company” shall mean:

  1. In the event Customer is an individual residing in the United States or a legal entity incorporated in the United States or having its headquarters in the United States, The Qt Company Inc., a Delaware corporation with its office at 2350 Mission College Blvd., Suite 1020, Santa Clara, CA 95054, USA.; or
  2. in the event the Customer is an individual residing outside of the United States or a legal entity incorporated outside of the United States or having its registered office outside of the United States, The Qt Company Ltd., a Finnish company with its registered office at Bertel Jungin aukio D3A, 02600 Espoo, Finland.

Updates” shall mean a release or version of Qt containing bug fixes, error corrections and other changes that are generally made available to users of Qt that have contracted for Support. Updates are generally depicted as a change to the digits following the decimal in Qt version number.

Upgrades” shall mean a release or version of Qt containing enhancements and new features and are generally depicted as a change to the first digit of Qt version number.

SUPPORT SERVICES

2.1  Support Services Provided by The Qt Company

Subject to these Support Terms and during the Support Term, The Qt Company will via its web-based support user-interface, provide Designated User(s) with Support for the Platforms which Customer has licensed under the License Agreement.

The Qt Company will make commercially reasonable efforts to solve any Errors reported by Designated User(s).  Resolution of an Error may be provided through Designated User(s) themselves downloading of the next released version of the applicable Qt software product(s) or providing 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 designated by The Qt Company.

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.

To ensure efficient handling of Errors, the Designated User must provide the following information, where relevant:

      1. A clear, detailed description of the problem, question or suggestion;
      2. Identification of which Qt product and version is affected;
      3. Identification of the operating environment (e.g. operating system, hardware Platform, build tools, etc.) on which the problem exists,
      4. On Standard Support: A complete and compilable test case of not more than 500 lines of code that demonstrates the problem.
      5. On Premium Support: A complete and compilable test case that demonstrates the problem or access to Application Code source codes.
      6. Additional relevant content, such as screenshots, etc. Additional content 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.
      7. In order for The Qt Company to provide prompt handling of Errors, the Designated User shall promptly respond to any requests from The Qt Company for additional information.

2.3  Support Limitations

      1. Regular Releases of Qt: Typically, all released versions of Qt (x.y.z) will be supported for one (1) year from the release date of the version x.y.0 of such regular releases.
      2. Long Term Support Releases of Qt: Certain Qt versions may be labelled as Long Term Support (LTS) versions. Such LTS versions of Qt (x.y.z) are supported for a period of three (3) years from the release date of the LTS version x.y.0.
      3. Extended Support is available for both Regular Releases and Long Term Support releases of Qt and in both Standard Support and Premium Support.
      4. Support is not provided for snapshots, preview releases, beta releases or release candidates.
      5. The Qt Company shall have no obligation to provide Support for hardware problems or problems arising from improper use, accident, neglect or modification of Qt.
      6. Standard Support:
        1. 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),
        2. 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. The Qt Company is not obligated to provide Support for Error(s) on Deployment Platforms of Qt for MCUs as licensed under the License Agreement.
      7. Premium support
        1. The Qt Company shall not provide Support for third-party software or problems caused by third-party software. However, if such third-party software is distributed together with Qt software product(s), The Qt Company will make commercially reasonable efforts to solve such problems,
        2. 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. The Qt Company will make commercially reasonable efforts to provide Support for Error(s) that can be reproduced on Deployment Platforms of Qt for MCUs as licensed under the License Agreement.
      8. The Qt Company shall only provide Support for Designated User(s).
      9. Support is made available for the entire development teams only: It is not allowed to purchase Support only for some members of the development team, and all Designated Users of the respective development team must be eligible for the same level of Support.
      10. Premium Support is purchased for an agreed bucket of hours (“Bucket”). Hours can be used by any Designated User in the respective development team. To encourage continuous usage of the Support, ten percent (10%) of the purchased Bucket shall automatically expire (regardless of whether such support hours are actually used or not by the Customer) each month after three (3) months from the purchase of the Premium Support.

RESPONSE TIME

In performing Support, The Qt Company shall commit to following, non-binding, 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. 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 properly addressed or Support provided.

4 ADDITIONAL SERVICES IN PREMIUM SUPPORT

      1. The Designated User(s) will be assigned a Dedicated Contact to handle requests for Support. Dedicated Contact is subject to change in cases such as sick leave, vacation and other similar reasons.
      2. The Designated User(s) can on request ask The Qt Company to access their computer remotely in order to resolve problems directly.
      3. The Designated User(s) can request a session via Instant Messaging or phone call in the support request to The Qt Company.
      4. Premium Support can assist Customer in implementing new features, bug fixes and accessing patches in Qt or Application code.
      5. All Support requests will be handled with high priority.

RENEWALS

Customer may purchase a renewal of Standard Support, Premium Support or Extended Support for Support Renewal Term at the agreed prices, or, if no other pricing has been agreed upon, at The Qt Company’s then current standard prices for the relevant Support.

The Qt Company may from time to time change these Support Terms and the content of Support provided hereunder; provided that during the respective Initial Support Term or Support Renewal Term (as the case may be), the level of Support provided by The Qt Company may not be reduced without the consent of the Customer.

6 MAINTENANCERELEASES, UPDATES AND UPGRADES

Under the Support the Customer is eligible for Maintenance Releases and Updates that The Qt Company generally makes available to customers who has purchased Support. Unless otherwise decided by The Company at its free and absolute discretion, Upgrades will not be included in the Support.

The primary focus of Maintenance Releases is product stability.  Therefore, each Maintenance Release typically includes the following types of changes to the previous version of Qt:

      1. Bug fixes caused by changes to previously working code;
      2. Fixes related to build issues on supported Platforms;
      3. Error corrections specific to a single Platform that are not present on other Platforms;
      4. Critical Error corrections such as crashes, data corruption, loss of data, race conditions; and
      5. Updates to documentation and license information when deemed necessary by The Qt Company.

The primary focus of Updates is introducing new features to Qt and covering new platforms. Therefore, each Updates typically includes the following types of changes to the previous version of Qt:

      1. New platform support;
      2. New toolchain support;
      3. New features and Qt modules;

7 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.

TERM AND TERMINATION

8.1  Term

The Qt Company shall provide Support to the Customer during the Support Term, unless and until terminated pursuant to the terms of this Section 8.

8.2  Termination

The Qt Company shall have the right to terminate Support upon thirty (30) days prior written notice if the Customer is in material breach of any obligation of these Support Terms or the License Agreement and fails to remedy such breach within such notice period.

Customer shall have a right to terminate this Agreement at any time by providing a written notice to that effect to The Qt Company.

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.

All fees paid for Support shall be non-refundable and shall not be refunded or claimed as a credit, in any event or for any reason whatsoever, Expiry or termination of Support for any reason whatsoever shall not relieve Customer of its obligation to pay any fees accrued or payable to The Qt Company prior to the effective date of termination, and Customer shall immediately pay to The Qt Company all such fees upon the effective date of termination.

Qt ACCOUNT SERVICE TERMS

Version 3.1

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 Bertel Jungin aukio D3A, 02600 Espoo, 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 (including but not limited to software code) on the Services or relating to your Subscription (“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, (c) sublicense the rights to use the Feedback to enable the use of The Qt Company´s possible products and/or services, and (d) assign the rights to Feedback to a third party in connection with the sale or assignment of the relevant business, operations or assets of The Qt Company.

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://www1.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.

Legal Notice and Privacy Policy

  • Legal Notice
  • Privacy Policy
  • Telemetry - Privacy
  • Cookie Policy
  • Marketplace - Privacy

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.

Qt Website Privacy Policy

last updated: 12.4.2019

The Qt Company Oy (“The Qt Company”) is committed to protecting the privacy of its users and the persons visiting The Qt Company’s web pages. Any personal data provided to The Qt Company through these web pages or related to the downloading or use of the products or services of The Qt Company is processed pursuant to the following guidelines:

The Qt Company will process any personal information of the users of its products, services or web-site only pursuant to the applicable data protection legislation, including lawful purposes relating to recruitment, marketing and license management. The Qt Company has legitimate interests to process the personal information of the users for such purpose, and such interests is not being overridden by the privacy interests of the user.

The Qt Company may process personal information that:

  • a user actively provides during account creation or otherwise in response to forms or questionnaires, or sales inquiries and transactions such as the name and physical address, email addresses, telephone numbers, and employer or a user;
  • is available from third parties related to or relevant for the use or licensing of the products and services of the Qt Company, or
  • is related to the use of the website, products or services of the Qt Company such as download history and IP address.

Your data is stored for the duration of your use of the services provided by The Qt Company and as long as your account is valid, and thereafter the applicable period for limitation of legal claims, and any additional periods required or permitted under applicable law, such as license management purposes. We take every reasonable step to ensure that your personal data is only processed for the minimum period necessary for the purposes set out in this Privacy Policy.

The Qt Company does not sell personal information to third parties. The Qt Company may engage service providers to process the personal information. Also, The Qt Company may for its business purposes and subject to the limitations of the applicable law, transfer such personal data to third parties to the extent such transfers are reasonably necessary for the business purposes of The Qt Company. The Qt Company may among other things provide to a company list of downloads of the Qt Company products using an IP-address linked to the company or in relation to which the name of the company has been provided by the user.

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. Any cross-border transfer of the information including any transfers outside the EU/EEA will be carried out in strict compliance with the applicable law to ensure protection of your privacy. Any such transfer may be carried out on the basis of using appropriate contractual measures (e.g., using European Commissions Standard Contractual Clauses). You may obtain a copy of the relevant Standard Contractual Clauses (where applicable) by contacting the Qt Company using the details set out at the end of this policy.

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.

The Qt Company asks that you do not send, and you do not share any sensitive personal information (e.g., Social Security numbers, information related to racial or ethnic origin, political opinions, religion or other beliefs, health, criminal background or trade union membership).

Please note that by sending your personal information to The Qt Company or by downloading any available on web-site of the Qt Company you are explicitly acknowledging the processing and transfer of such information in the way and for the purpose mentioned above.

The Qt Company would like to keep you updated and send you news and information by email or other electronic means. For this purpose, The Qt Company may ask for your consent in the form, “Send me news and information on Qt products and services” or a similar wording. By ticking or clicking such consent you will receive emails and other electronic communications from The Qt Company regarding news and information on its products and services including offers that The Qt Company makes for such products and services as well as invitations to participate in events or surveys. For representatives of corporate customers or potential customers, or customers who have obtained a Qt product or service, The Qt Company may send such news and information without a consent. You may opt-out of receiving such news and information at any time.

The Qt Company will keep your information secure by taking appropriate technical and organisational measures against its unauthorised or unlawful processing and against its accidental loss, destruction or damage. The Qt Company will do our best to protect your personal information, but we cannot guarantee the security of your information which is transmitted to our website, applications or services or to other website, applications and services via an internet or similar connection. If we have given you (or you have chosen) a password to access certain areas of our websites, applications or services please keep this password safe – The Qt Company will not share this password with anyone.

The Qt Company may update its Privacy Policy from time to time. If any change materially reduces your rights or the obligations of the Qt Company under this Policy, we will post a prominent notice in this section of the web-site of The Qt Company notifying users when it is updated.

According to the General Data Protection Regulation (2016/679), you have the following rights regarding your personal data:

  • Right of access to your personal data
  • Right to request us to rectify incomplete or incorrect personal data
  • Right to object to or restrict the processing of personal data and to object to automated decision-making
  • Right to request us to erase personal data
  • Right to transfer personal data to another controller
  • The right to opt out of receiving electronic direct marketing communications from us: All electronic direct marketing communications that you may receive from us, such as e-mail messages and SMS-messages, give you an option of not receiving such communications from us in the future.

According to GDPR article 77, you are entitled to lodge a complaint with the supervisory authority concerning the processing activities carried out by us. Such complaint may be lodged in particular, in the member state of your habitual residence or place of work or where the alleged infringement took place.

If you have any questions or wish to exercise your rights, contact us via email to gdpr@qt.io. We will use all reasonably available resources to respond to any such request without undue delay.

TELEMETRY – PRIVACY STATEMENT

The Qt Company has an increasing need to better understand, how Qt products and product features are used by both commercial customers and open-source users. Application data collection AKA telemetry can provide valuable information about designer and developer behavior, which can be used to improve our tooling, tool workflows, and user experience. The following rules define how The Qt Company collects and uses collected data. Our priority in data collection is to respect the privacy of all our users.
The rules apply to Qt designer and developer tools, such as Qt Installer, Qt 3D Studio, Qt Design, Studio, Qt Creator, and deploy Qt.


DATA COLLECTION
Data collection is an opt-in feature for Qt all users. Data collection has to be actively enabled. By default, there is no data collection in Qt tools.
Activated data collection may be de-activated by the user at any time in the tool-specific settings. Clear documentation and instruction how to de-activate the collection will be available in the tool.
Collected data will be transmitted to the data collection backend. User can examine all the collected data in an easily readable and actual transmission format, which may be the same (JSON).


WHAT IS COLLECTED?
Collected data can be divided into two groups:

  • Environment data
  • Statistical usage data

Environment data contains information about the Qt version, license, platform, compiler and so on. This data is static by nature and contains no information about the user activities.
Statistical usage data contains dynamic data about feature usage, usage frequencies, and usage times.
ANONYMITY
All collected data is anonymous or pseudonymized. No personal identifiable information, as defined by data protection laws and regulations, such as GDPR, is collected.

  • Data records are identified by a unique id, created with QUuid. No other machine id, network address, IP address or user id is collected.
  • No paths, folder or file names, Qt Creator kit names or project names are collected.
  • IP address, from which the collected data record originates, are not stored in the data collection backend.

DATA USAGE
Collected data contains only such data sources, which The Qt Company utilizes in one of the following use cases.

CUSTOMER JOURNEY

  • What new users do to start with Qt?
  • Do they find the essential features? Do they use them?
  • Do they use tutorials and examples? Which ones?
  • Are they stuck with some functionality? For example, open a project but never build that.
  • How behavior changes, when new on-boarding features are added?

IMPROVED RETENTION

  • Where do new Qt users give up?
  • Do they ever successfully use tools, create design, build a project?
  • How much time the same user puts into code analysis, debugging, profiling? How do the times change over time?

PRODUCT ROADMAPS

  • How do product usage patterns change?
  • What are most/least popular products/features?
  • Which platforms are used?
  • Which compilers are used?
  • Which targets are used?

USAGE DATA ANALYSIS

  • Correlation of download and usage statistics
  • How collected data correlates to data collected in customer surveys?

COMMUNICATION

  • What Qt users would need? What kind of offers, advice or other info?
COMMUNITY
  • It may be interesting for the community members to see, which platforms are most commonly used or which Qt tools and features Qt developers typically use.

DATA TRANSFER
Collected data will be stored into backends under full control of the Qt Company business infrastructure team. The team will create statistics reports for Qt employees, who need the data.

RETENTION
Collected data will be deleted from the backend after five years.
While The Qt Company is willing to delete data a user does not want to share any more, it should be understood that identifying a user-specific data is effectively impossible by the defined rules.

CHANGES
The Qt Company keeps this privacy statement up-to-date by making changes or additions time-to-time. The changed version will be published on https://www.qt.io/terms-conditions/.

Cookie Policy

 1. Cookies on our Website

Cookies are small text files that are stored in your computer’s memory and hard drive when you visit certain web pages. They are used to enable websites to function or to provide information to the owners of a website. Web beacons (also called “pixel tags”) are electronic images placed on a website that typically help us access certain cookies on the website, enable us to count visitors on our websites and improve our services. Web beacons also collect information about visits from your IP-address.

This Cookie policy informs you how Qt Group Oyj (“Qt”) uses cookies, web beacons and other similar technologies (jointly referred to as “cookies”) in its websites and how you can manage and control the use of cookies on your computer or device.

Cookies that are used on our Websites help Qt to provide customized services and information. Qt uses cookies on all our Websites to gather information how and when pages in our Websites are visited, what our users’ technology preferences are and whether our Websites are functioning properly.

On our password-protected sites, the website may use cookies or other technology to help us authenticate you, store and recognize your configuration and user attributes, facilitate your navigation of the website and customize its content.

 In general terms, we use cookies on our Websites for the following purposes:

Analytical purposes: Analytical cookies allow us to recognize, measure and track visitors to our Websites. This helps us to develop the way our Websites function, by determining whether site visitors can find information easily, or by identifying the aspects of websites that are of the most interest to them, for example.

Usage preferences: Some cookies on our Websites are activated when visitors to our sites make a choice about their usage of the Website. Our Websites then use the settings preferences of the user in relation to future visits. This allows us to tailor the experience on our Websites to the individual user.

Policy Administration:  We use cookies to record when a site visitor has seen a policy, such as this one, or provided consent, such as consent to the terms and conditions on our Websites. This avoids repeated questions to a user regarding the same terms.

Session management: The software that runs our websites uses cookies for technical purposes needed by the internal workings of our servers. For instance, we use cookies to distribute requests among multiple servers, authenticate users and determine what features of the site they can access, verify the origin of requests, keep track of information about a user’ s session and determine which options or pages to display in order for the site to function.

Functional purposes: Functional purpose cookies store information that is needed by our applications to process and operate. For example, where transactions or requests within an application involve multiple workflow stages, cookies are used to store the information from each stage temporarily, in order to facilitate completion of the overall transaction or request.

 To make full use of our Websites, your device will need to accept cookies. Our Websites will not function properly without them. In addition, cookies are required in order to provide you with personalized features on our Websites.

On certain of our Websites, we include content designed for display using Adobe Flash Player, such as animations, videos and tools. Local flash storage (often referred to as “Flash cookies”) can be used to help improve your experience as a user. Flash storage is retained on your device in much the same way as standard cookies, but is managed directly by your Flash software.

If you wish to disable or delete information stored locally in Flash, please see the documentation for your Flash software, located at www.adobe.com. Please note that, if you disable Flash cookies, some site functionality may not work.

2. Third party cookies

When you visit our Websites, you may receive cookies that are set by third parties. These may include cookies set by Google. These cookies are used for the purposes described in the “Cookies on our Website?”  section of this policy. We do not control the setting of these third-party cookies, so we recommend you to check the third-party websites for more information about their use of cookies and how to manage them.

3. Amending cookie preferences

You may delete cookies from your computer at any time. The instructions for removing cookies from your computer or mobile device depend on the operating system and web browser you use. Please note, however, that withdrawing your agreement to the use of cookies on our Websites will mean that certain functionalities are not usable or are more difficult to use.

The site www.allaboutcookies.org includes instructions for managing cookies on many commonly used browses, or you may consult the vendor documentation for your specific software.

Further information about cookies

If you would like to find out more about cookies in general and how to manage them, please visit www.allaboutcookies.org.

QT MARKETPLACE PRIVATE POLICY

last updated July 7th, 2020

The Qt Company Oy (“The Qt Company”) Privacy Policy for Qt Marketplace 

This Privacy Policy describes how your personal information is collected, used, and shared when you visit or make a purchase from marketplace.qt.io (the “Site”).

Personal Information

When a user visits the Site, The Qt Company automatically collects certain information about the user’s device, including information about the web browser, IP address, time zone, and some of the cookies that are installed on the user’s device. Additionally, as the user browses the Site, The Qt Company collects information about the individual web pages or products that the user views, what websites or search terms referred the user to the Site, and information about how the user interacts with the Site. The Qt Company refers to this automatically-collected information as “Device Information.” 

The Qt Company collects Device Information using the following technologies:

- “Cookies” are data files that are placed on your device or computer and often include an anonymous unique identifier. For more information about cookies, and how to disable cookies, visit http://www.allaboutcookies.org.
    - “Log files” track actions occurring on the Site, and collect data including your IP address, browser type, Internet service provider, referring/exit pages, and date/time stamps. 
    - “Web beacons,” “tags,” and “pixels” are electronic files used to record information about how you browse the Site. 
    - The Qt Company may also partner with selected third-party vendors, such as “Google Analytics” and “Hotjar”, to allow tracking technologies and remarketing services on the Site through the use of first-party cookies and third-party cookies, to, among other things, analyze and track users’ use of the Site, determine the popularity of certain content and better understand online activity. By accessing the Site, you consent to the collection and use of your information by these third-party vendors. You are encouraged to review their privacy policy and contact them directly for responses to your questions. We do not transfer personal information to these third-party vendors.

Additionally, when the user makes a purchase or attempts to purchase through the Site, The Qt Company collects certain information from the user, including the name, billing address, shipping address, payment information (including credit card), email address, and phone number. The Qt Company refers to this information as “Order Information.” 

In this Privacy Policy “Personal Information” are both Device Information and Order Information. 

The Qt Company uses the Order Information that is collected generally to fulfill any orders placed through the Site (including processing the payment information, arranging for shipping, and providing with invoices and/or order confirmations). Additionally, The Qt Company uses this Order Information to communicate with you; Screen our orders for potential risk or fraud; and when in line with the preferences you have shared with us, provide you with information or advertising relating to our products or services. 

The Qt Company uses the Device Information that is collected for helping to screen for potential risk and fraud (in particular, users IP address), and more generally to improve and optimize the Site (for example, by generating analytics about how customers browse and interact with the Site, and to assess the success of marketing and advertising campaigns).

Sharing users Personal Information

The Qt Company shares Personal Information with third parties to proceed with the Personal Information as described above. For example, The Qt Company uses Shopify to power the online store, please visit https://www.shopify.com/legal/privacy about how Shopify uses Personal Information.  

The Qt Company also uses Google Analytics to understand how customers use the Site, please visit https://www.google.com/intl/en/policies/privacy about how Google uses Personal Information. To opt-out of Google Analytics please visit https://tools.google.com/dlpage/gaoptout. The Qt Company uses Stripe to enable the payment process for every purchase, for more information please visit https://stripe.com/privacy

Upon the user places an order through the Site, the user accepts that The Qt Company may share Personal Information and details about the transaction with the relevant Publisher to enable the provisioning process. Whenever a Publisher receives users Personal Information either from the user or from The Qt Company, the Publisher will process these data pursuant to their applicable Privacy Policies, which they are liable to provide to the user.

Finally, The Qt Company may also share Personal Information to comply with applicable laws and regulations, to respond to a subpoena, search warrant or other lawful requests for information The Qt Company receives, or to otherwise protect The Qt Companys rights. 

Users rights 

If the user has a European resident, the user has the right to access personal information The Qt Company holds and to ask that the personal information be corrected, updated, or deleted. If the user would like to exercise this right, please use the contact information below. 

Additionally, if the user has a European resident please note that The Qt Company is processing the users' information to fulfill contracts The Qt Company might have with the user (for example if the user makes an order through the Site), or otherwise to pursue The Qt Company legitimate business interests listed above. Additionally, please note that the information will be transferred outside of Europe, including Canada and the United States. 

Data retention 

When the user places an order through the Site, The Qt Company will maintain the Order Information unless and until the user asks to delete this information. 

Changes 

The Qt Company may update this privacy policy from time to time to reflect, for example, changes to our practices or for other operational, legal, or regulatory reasons. The changed version will be published on https://www.qt.io/terms-conditions/

Contact us 

If the user has any questions or wishes to exercise the rights mentioned above, please contact us by using an email to gdpr@qt.io. The Qt Company will use all reasonably available resources to respond to any such request without undue delay. 

Marketplace Agreements

  • Marketplace License Agreement
  • Marketplace Publisher Agreement
  • Marketplace User Terms and Conditions

QT MARKETPLACE LICENSE AGREEMENT 

Agreement version 1.0 

This Qt Marketplace License Agreement (“Agreement”) is a legal agreement for the licensing of Licensed Software (as defined below) between The Qt Company (as defined below) and the Licensee who has accepted the terms of this Agreement by downloading or using the Licensed Software.

Capitalized terms used herein are defined in Section 1. 

WHEREAS: 

(A) Licensee wishes to use the Licensed Software for the purpose of developing and distributing Applications and/or Devices (each as defined below); and 

(B) The Qt Company is willing to grant the Licensee a right to use Licensed Software for such a purpose pursuant to term and conditions of this Agreement. 

NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS: 

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 include the Redistributables, or part thereof. 

Contractor(s) shall mean third party consultants, distributors and contractors performing services to the Licensee under applicable contractual arrangement. 

“Customer(s) shall mean Licensee’s end users to whom Licensee, directly or indirectly, distributes copies of the Redistributables. 

Data Protection Legislation” shall mean 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 relevant territory.

“Deployment Platforms” shall mean operating systems and/or hardware specified in the Product Description, on which the Redistributables can be distributed pursuant to the terms and conditions of this Agreement.

Designated User(s) shall mean the employee(s) of Licensee or Licensee’s Affiliates acting within the scope of their employment or Licensee's Contractors acting within the scope of their services for Licensee and on behalf of Licensee. 

“Development License” shall mean the license needed by the Licensee for each Designated User to use the Licensed Software under the license grant described in Section 3.1 of this Agreement.

“Development Platforms” shall mean those operating systems specified in the Product Description, in which the Licensed Software can be used under the Development License.

“Devices” shall mean hardware devices or products that 1) are manufactured and/or distributed by the Licensee or its Affiliates or Contractors, and (2)(i) incorporate or integrate the Redistributables or parts thereof; or (ii) where the main user interface or substantial functionality of such unit , when used by a Customer, is provided by Application(s) or otherwise depends on the Licensed Software, regardless of whether the Redistributables are distributed together with the hardware or not. 

“Distribution License(s) shall mean the license required for any kind of sale, trade, exchange, loan, lease, rental or other distribution by or on behalf of Licensee to a third party of Redistributables under 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, copyrights, trademarks, service marks, trade names, logos or other words or symbols and any other form of statutory protection of any kind and applications for any of the foregoing as well as any trade secrets.  

“License Fee” shall mean the fee charged to the Licensee for rights granted under the terms of this Agreement.

“License Term” shall mean the agreed validity period of the Development License during which time Licensee is entitled to use the Licensed Software.   

Licensed Software” shall mean Qt modules and tools listed in Product Description, as well as corresponding online or electronic documentation, associated media and printed materials, including the source code (where applicable), example programs and the documentation, licensed to the Licensee under this Agreement. Licensed Software does not include Third Party Software (as defined in Section 4) or Open Source Qt. 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 the Licensee 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).   

“Licensee” shall mean the individual or legal entity that is party to this Agreement, as identified on the signature page hereof.

Licensee’s Records” shall mean books and records that are likely to contain information bearing on Licensee’s compliance with this Agreement, Licensee’s use of Open Source Qt and/or the payments due to The Qt Company under this Agreement, including, but not limited to user information, assembly logs, sales records and distribution records. 

Modified Software shall have the meaning as set forth in Section 2.3.  

“Online Services” shall mean any services or access to systems made available by The Qt Company to the Licensee over the Internet relating to the Licensed Software or for the purpose of use by the Licensee of the Licensed Software or Support. Use of any such Online Services is discretionary for the Licensee and some of them may be subject to additional fees.

“Open Source Qt” shall mean the non-commercial Qt computer software products, 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”). For clarity, Open Source Qt shall not be provided nor governed under this Agreement.

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

Pre-Release Code” shall have the meaning as set forth in Section 5. 

Product Description” shall mean documentation describing the Licensed Software as well as any possible preconditions, restrictions and other terms relating to use thereof by the Licensee under this Agreement.  

Redistributables shall mean the portions of the Licensed Software, if any, that may be distributed pursuant to the terms of a separate license agreement between the Licensee and The Qt Company in object code form only, including any relevant documentation. Where relevant, any reference to Licensed Software in this Agreement shall include and refer also to Redistributables.

“Renewal Term” shall mean an extension of previous License Term as agreed between the Parties. 

“Submitted Modified Software” shall have the meaning as set forth in Section 2.3. 

Support shall mean standard developer support that is provided by The Qt Company to assist Licensee in using the Licensed Software in accordance with The Qt Company’s standard support terms available at https://www.qt.io/terms-conditions/ and as further defined in Section 8 hereunder.   

“Taxes” shall have the meaning set forth in Section 10.2. 

“Term” shall have the meaning set forth in Section 12.  

“The Qt Company” shall mean: 

The Qt Company Ltd., a Finnish company with its registered office at Bertel Jungin aukio D3A, 02600 Espoo, Finland. 

Third-Party Software shall have the meaning set forth in Section 4. 

Updates shall mean 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 the Licensee under the Support. Updates shall be considered as part of the Licensed Software hereunder. 

“Upgrades” shall mean 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 Upgrades are provided to the Licensee under this Agreement, they shall be considered as part of the Licensed Software hereunder.  

2. OWNERSHIP 

2.1. Ownership of The Qt Company 

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. 

All of The Qt Company's Intellectual Property Rights are and shall remain the exclusive property of The Qt Company or its licensors respectively. 

2.2. Ownership of Licensee 

All the Licensee's Intellectual Property Rights are and shall remain the exclusive property of the Licensee or its licensors respectively.

All Intellectual Property Rights to the Modified Software, Applications and Devices shall remain with the Licensee and no rights thereto shall be granted by the Licensee to The Qt Company under this Agreement (except as set forth in Section 2.3 below).

2.3. Modified Software 

Licensee may create bug-fixes, error corrections, patches or modifications to the Licensed Software (“Modified Software”). Such Modified Software may break the source or binary compatibility with the Licensed Software (including without limitation through changing the application programming interfaces ("API") or by adding, changing or deleting any variable, method, or class signature in the Licensed Software and/or any inter-process protocols, services or standards in the Licensed Software libraries). To the extent that Licensee’s Modified Software so 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.

Licensee may, at its sole and absolute discretion, choose to submit Modified Software to The Qt Company (“Submitted Modified Software”) in connection with Licensee’s Support request, service request or otherwise. In the event Licensee does so, then, Licensee hereby grants The Qt Company a sublicensable, assignable, irrevocable, perpetual, worldwide, non-exclusive, royalty-free and fully paid-up license, under all of Licensee’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.

3. LICENSES GRANTED 

3.1. Development with Licensed Software 

Subject to the terms of this Agreement, The Qt Company grants to Licensee a worldwide, non-exclusive, non-transferable license, valid for the 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 thereto related support and other related services to end-user Customers.

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

Upon expiry of the initially agreed License Term, the respective License Terms shall be automatically extended to one or more Renewal Term(s), unless and until either Party notifies the other Party that it does not wish to continue the License Term, such notification to be provided to the other Party before expiry of the respective License Term.

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 pricing applicable at the commencement date of any such Renewal Term.

Any price or other term specified for a Renewal Term shall be valid only for the specified time.  

3.2. Distribution of Redistributables   

Subject to the terms of this Agreement, The Qt Company grants to Licensee a worldwide, non-exclusive, non-transferable, royalty-free, revocable (for cause pursuant to this Agreement) right and license, valid for the Term, to

(i) distribute, by itself or through its Contractors, Redistributables as installed, incorporated or integrated into Applications and/or Devices for execution on the Deployment Platforms, and

(ii) grant sublicenses to Redistributables, as distributed hereunder, for Customers solely for Customer’s internal use and to the extent necessary in order for the Customers to use the Applications and/or Devices for their respective intended purposes.

3.3. Further Requirements 

The licenses granted above in this Section 3 by The Qt Company to Licensee are conditional and subject to Licensee's compliance with the following terms:

(i) Licensee shall not remove or alter any copyright, trademark or other proprietary rights notice(s) contained in any portion of the Licensed Software;

(ii) Applications must add primary and substantial functionality to the Licensed Software so as not to compete with the Licensed Software;

(iii) Applications may not pass on functionality which in any way makes it possible for others to create software with the Licensed Software; provided however that 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);

(iv) Licensee shall not use Licensed Software in any manner or for any purpose that infringes, misappropriates or otherwise violates any Intellectual property or right of any third party, or that violates any applicable law;

(v) Licensee shall not use The Qt Company's or any of its suppliers' names, logos, or trademarks to market Applications, except that Licensee may use “Built with Qt” logo to indicate that Application(s) was developed using the Licensed Software;

(vi) Licensee shall not distribute, sublicense or disclose source code of Licensed Software to any third party (provided however that Licensee may appoint employee(s) of Contractors as Designated Users to use Licensed Software pursuant to this Agreement).;

(vii) Licensee shall not grant the Customers a right to (i) make copies of the Redistributables except when and to the extent required to use the Applications and/or Devices for their intended purpose, (ii) modify the Redistributables or create derivative works thereof, (iii) decompile, disassemble or otherwise reverse engineer Redistributables, or (iv) redistribute any copy or portion of the Redistributables to any third party, except as part of the onward sale of the Device on which the Redistributables are installed;

(viii) Use of Licensed Software may be subject to or dependent on certain additional hardware and/or software requirements as set forth in Product Description. Licensee shall strictly comply with any such preconditions or restrictions relating to use of Licensed Software specified in the Product Description;

(ix) Licensee shall cause all of its Affiliates and Contractors entitled to make use of the licenses granted under this Agreement, to be contractually bound to comply with the relevant terms of this Agreement and not to use the Licensed Software beyond the terms hereof and for any purposes other than operating within the scope of their services for Licensee. Licensee shall be responsible for any and all actions and omissions of its Affiliates and Contractors relating to the Licensed Software and use thereof (including but not limited to payment of all applicable License Fees);

(x) Except when and to the extent explicitly provided in this Section 3, Licensee shall not transfer, publish, disclose, display or otherwise make available the Licensed Software; and

(xi) Licensee shall not attempt or enlist a third party to conduct or attempt to conduct any of the above.

Above terms shall not be applicable if and to the extent they conflict with any mandatory provisions of any applicable laws.

Any use of Licensed Software beyond the provisions of this Agreement is strictly prohibited and requires an additional license from The Qt Company.

4. 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 with the Licensed Software. Such 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. Licensee acknowledges that use or distribution of Third-Party Software is in all respects subject to applicable license terms of applicable third-party right holders.

5. PRE-RELEASE CODE 

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”, “Sample” etc. (“Pre-Release Code”).

Such Pre-Release Code may be present complimentary for the Licensee, in order to provide experimental support or information for new platforms or preliminary versions of one or more new functionalities or for other similar reasons. The Pre-Release Code may not be at the level of performance and compatibility of a final, generally available, product offering. The Pre-Release Code may not operate correctly, may contain errors and may be substantially modified by The Qt Company 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. The Qt Company assumes no liability whatsoever regarding any Pre-Release Code, but any use thereof is exclusively at Licensee’s own risk and expense.

For clarity, unless Licensed Software specifies different license terms for the respective Pre-Release Code, the Licensee is entitled to use such pre-release code pursuant to Section 3, just like other Licensed Software.

6. LIMITED WARRANTY AND WARRANTY DISCLAIMER 

The Qt Company hereby represents and warrants 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" and Licensee’s exclusive remedy and The Qt Company’s entire liability for errors in the Licensed Software shall be limited, at The Qt Company’s option, to correction of the error, replacement of the Licensed Software or return of the applicable fees paid for the defective Licensed Software for the time period during which the License is not able to utilize the Licensed Software under the terms of this Agreement.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE QT COMPANY ON BEHALF OF ITSELF AND ITS LICENSORS, SUPPLIERS AND AFFILIATES, DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY 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 WILL OPERATE WITHOUT DEFECT OR ERROR OR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED.

7. INDEMNIFICATION AND LIMITATION OF LIABILITY 

7.1. Limitation of Liability 

EXCEPT FOR (I) CASES OF GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, AND (II) BREACH OF CONFIDENTIALITY, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOSS OF PROFIT, 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.

EXCEPT FOR (I) CASES OF GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, AND (II) BREACH OF CONFIDENTIALITY, 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 PAID OR PAYABLE TO THE QT COMPANY FROM LICENSEE DURING THE PERIOD OF TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT RESULTING IN SUCH LIABILITY.

THE PROVISIONS OF THIS SECTION 7 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.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, LICENSEE SHALL ALWAYS BE LIABLE TO PAY THE APPLICABLE LICENSE FEES CORRESPONDING TO ITS ACTUAL USE OF LICENSED SOFTWARE.

8. SUPPORT, UPDATES AND ONLINE SERVICES  

Upon due payment of the agreed License Fees the Licensee will be eligible to receive Support and Updates and to use the Online Services during the License Term, when and to the extent Support, Updates and/or Online Services are available for the Licensed Software, as specified in the Product Description.

Unless otherwise decided by The Company at its free and absolute discretion, Upgrades will not be included in the Support but may be available subject to additional fees.

From time to time The Qt Company may change the Support terms, provided that during the respective ongoing License Term the level of Support provided by The Qt Company may not be reduced without the consent of the Licensee.

Unless otherwise agreed, The Qt Company shall not be responsible for providing any service or support to Customers.

9. CONFIDENTIALITY 

Each Party acknowledges that during the Term of this Agreement each Party may receive 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 the other Party (the “Disclosing Party”), the Receiving Party shall only disclose such information to employees and Contractors on a need to know basis, and shall cause its employees and employees of its Affiliates to: (i) maintain any and all Confidential Information in 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.

Obligation of confidentiality shall not apply to information that (i) is or becomes generally known to the public through no act or omission of the Receiving Party; (ii) was in the Receiving Party's lawful possession prior to the disclosure hereunder and was not subject to limitations on disclosure or use; (iii) is developed independently by employees or Contractors 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; (iv) is lawfully disclosed to the Receiving Party without restrictions, by a third party not under an obligation of confidentiality; or (v) the Receiving Party is legally compelled to disclose, in which case the Receiving Party shall notify the Disclosing Party of such compelled disclosure and assert the privileged and confidential nature of the information and cooperate fully with the Disclosing Party to limit the scope of disclosure and the dissemination of disclosed Confidential Information to the minimum extent necessary.

The obligations under this Section 9 shall continue to remain in force for a period of five (5) years after the last disclosure, and, with respect to trade secrets, for so long as such trade secrets are protected under applicable trade secret laws.

10. FEES, DELIVERY AND PAYMENT 

10.1. License Fees 

License Fees are charged in connection with completed purchase of the Licensed Software unless Product Description provides a possibility to pay against an invoice. In case of payment against invoice, payments are due 30 days from the date of invoice and late payment carries interest pursuant to seven (7) percent per annum.

The License Fees shall not be refunded or claimed as a credit in any event or for any reason whatsoever.

10.2. Taxes 

All License Fees and other charges payable hereunder are gross amounts but exclusive of any value added tax, use tax, sales tax, withholding tax and other taxes, duties or tariffs (“Taxes”) levied directly for the sale, delivery or use of Licensed Software hereunder pursuant to any applicable law.

11. RECORD-KEEPING AND REPORTING OBLIGATIONS; AUDIT RIGHTS 

11.1. Licensee’s Record-keeping 

Licensee shall at all times during the Term of this Agreement and for a period of seven (7) years thereafter maintain Licensee’s Records in an accurate and up-to-date form. Licensee’s Records shall be adequate to reasonably enable The Qt Company to determine Licensee’s compliance with the provisions of this Agreement. The records shall conform to general good accounting practices.

Licensee shall, within thirty (30) days from receiving The Qt Company’s request to that effect, deliver to The Qt Company a report based on Licensee’s Records, such report to contain information, in sufficient detail, on (i) number and identity of users working with Licensed Software or Open Source Qt, and (ii) any other information as The Qt Company may reasonably require from time to time.

11.2. The Qt Company’s Audit Rights 

The Qt Company or an independent auditor acting on behalf of The Qt Company’s, may, upon at least five (5) business days’ prior written notice and at its expense, audit Licensee with respect to the Licensee’s 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 acting on behalf of The Qt Company shall be entitled to inspect Licensee’s Records and conduct necessary interviews of Licensee’s relevant employees and Contractors. All such Licensee’s Records and use thereof shall be subject to an obligation of confidentiality under this Agreement.

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

In addition, in the event the audit reveals a material violation of the terms of this Agreement (without limitation, underpayment of more than 10 % of License Fees shall be deemed a material violation for purposes of this section), then the Licensee shall pay The Qt Company's reasonable cost of conducting such audit.

12. TERM AND TERMINATION 

12.1. Agreement Term 

This Agreement shall enter into force upon due acceptance by both Parties and remain in force for as long as there is any Development License(s) purchased under this Agreement in force (“Term”), unless and until terminated pursuant to the terms of this Section 12.

12.2. Termination and suspension of rights  

The Qt Company is entitled to terminate the Agreement forthwith in the event Licensee commits a breach of any terms of this Agreement.

Instead of termination, The Qt Company shall have the right to suspend or withhold grants of all rights to the Licensed Software hereunder, including but not limited to the Development Licenses, Distribution License, and Support, should Licensee fail to make payment in timely fashion or otherwise violates or is reasonably suspected to violate its obligations or terms of this Agreement, and where such violation or breach is not cured within five (5) business days following The Qt Company’s written notice thereof.

12.3. 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.

12.4. Parties´ Rights and Duties upon Termination 

Upon expiry or termination of the Agreement, Licensee shall cease using the Licensed Software and distribution of the Redistributables under this Agreement.

Notwithstanding the above, in the event the Agreement expires or is terminated as a result of The Qt Company choosing not to renew the Development License(s) as set forth in Section 3.1, then all valid licenses possessed by the Licensee at such date shall be extended to be valid in perpetuity under the terms of this Agreement.

Upon any such termination the Licensee shall destroy or return to The Qt Company all copies of the Licensed Software and all related materials and will certify the same to The Qt Company upon its request, provided however that Licensee may retain and exploit such copies of the Licensed Software as it may reasonably require in providing continued support to Customers.

Expiry or termination of this Agreement for any reason whatsoever shall not relieve Licensee of its obligation to pay any License Fees accrued or payable to The Qt Company prior to the effective date of termination, and Licensee shall immediately pay to The Qt Company all such fees upon the effective date of termination. Termination of this Agreement shall not affect any rights of Customers to continue use of Applications and Devices (and therein incorporated Redistributables).

12.5. Extension in case of bankruptcy 

In the event The Qt Company is declared bankrupt under a final, non-cancellable decision by relevant court of law, and this Agreement is not, at the date of expiry of the Development License(s) pursuant to Section 3.1, assigned to party, who has assumed The Qt Company’s position as a legitimate licensor of Licensed Software under this Agreement, then all valid licenses possessed by the Licensee at such date of expiry, and which the Licensee has not notified for expiry, shall be extended to be valid in perpetuity under the terms of this Agreement.

13. 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. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. Any disputes, controversy or claim arising out of or relating to this Agreement, or the breach, termination or validity thereof shall be finally settled by arbitration in accordance with the Arbitration Rules of Finland Chamber of Commerce. 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. This Section shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

14. GENERAL PROVISIONS 

14.1. No Assignment 

Except in the case of a merger or sale of substantially all of its corporate assets, 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 or delayed. The Qt Company shall be entitled to freely assign or transfer any of its rights, benefits or obligations under this Agreement.

14.2. No Third-Party Representations 

Licensee shall make no representations or warranties concerning the Licensed Software on behalf of 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.

14.3. 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. Such sections include especially the following: 1, 2, 6, 7, 9, 11, 12.4, 13 and 14.   

14.4. Entire Agreement  

This Agreement and the exhibits hereto, constitute 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.

14.5. Modifications 

From time to time The Qt Company may change the terms of this Agreement by publishing new terms on the Marketplace and without any further notification to the Licensee, provided that no such change shall enter into force during any ongoing License Term. Upon becoming effective, changed terms shall apply to all Designated Users and their use of Licensed Software.

14.6. Force Majeure 

Except for the payment obligations hereunder, 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 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.

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 for each Party on the signature page. Each communication and document made or delivered by one Party to the other Party pursuant to this Agreement shall be in the English language.

14.8. Export Control 

Licensee acknowledges that the Redistributables, as incorporated in Applications or Devices, may be subject to export control restrictions under the applicable laws of respective countries. Licensee shall fully comply with all applicable export license restrictions and requirements as well as with all laws and regulations relating to the Redistributables and exercise of licenses hereunder 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 Redistributables, Applications and/or Devices.

14.9. 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 with any other software or hardware not delivered by The Qt Company under this Agreement.

14.10. 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.

14.11. Privacy

Licensee acknowledges and agrees that for the purpose of this Agreement, The Qt Company may collect, use, transfer and disclose personal data pertaining to Designated Users as well as any other employees and directors of the Licensee and its Contractors relevant for carrying out the intent of this Agreement. Such personal data may be collected from the Licensee or directly from the relevant individuals. The Parties acknowledge that with regard to such personal data processed hereunder, The Qt Company shall be regarded as the Data Controller under the applicable Data Protection Legislation. The Qt Company shall process any such personal data in accordance with its privacy policies and practices, which will comply with all applicable requirements of the Data Protection Legislation.

14.12. 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.

QT MARKETPLACE PUBLISHER AGREEMENT

Version 1.3

1 PARTIES
1.1 This Qt Marketplace Publisher Agreement (”Agreement”) is a legally binding agreement between The Qt Company and You, an individual or company registering as a publisher in the Marketplace (“Publisher”). The Agreement is concluded upon Parties’ signature or through Publisher accepting the terms hereof online upon uploading any content in the Marketplace.   
1.2 Upon Publisher's acceptance of the terms and conditions of this Agreement, the Publisher is entitled to upload their Extensions in the Marketplace and The Qt Company is granted a non-exclusive, royalty-free, worldwide right and license to promote, sell, test and distribute such Extensions through Marketplace in accordance with the terms of this Agreement. 
1.3 Each Party shall notify the other Party in writing of a change of its contact information without undue delay.


2 QT MARKETPLACE
2.1 Marketplace is a publicly available online service, owned and operated by The Qt Company, through which individuals and companies can promote their Extensions.
2.2 Marketplace shall be produced and delivered in accordance with The Qt Company’s then current production methods, procedures and data communication connections and interfaces, which The Qt Company may change at any time and without any notice at its absolute and free discretion.


3 DEFINITIONS
For the purposes of this Agreement, the following definitions shall govern:
For the purposes of this Agreement, the following definitions shall govern:
3.1 “Agreement” shall mean this Qt Marketplace Publisher Agreement.
3.2 "Critical Error" shall mean any mistake, problem, defect, malfunction or deficiency, which causes total or serious non-functioning of the Extension as provided in the relevant Documentation or, in the absence any Documentation, as reasonably expected. 
3.3 “Documentation" shall mean any license terms, product descriptions, user manuals, installation information and other documents related to the Extension and use thereof. 
3.4 “Effective Date” shall have the meaning set forth in Section 16.1.
3.5 “End Customer” shall mean a customer who purchases Extension(s) from the Marketplace or otherwise uses Marketplace. 
3.6 “Extension” shall mean any and all libraries, plug-ins, tools, art and other artefacts and any related Documentation published on and distributed through Marketplace by the Publisher.
3.7 "Intellectual Property Right(s)" shall mean any and all intellectual property rights, including but not limited to copyrights, trademarks, trade names, trade secrets, patents, software, developments, research data, design rights, all designs (including interfaces), confidential information, and any and all applications for, registrations of and extensions, divisions, renewals and reassurance of, any of the foregoing, and rights therein, including without limitation (i) rights under any royalty or licensing agreements, and (ii) programming and programming rights, whether on film, tape or any other medium, as well as moral rights and similar rights of any type under the laws of any governmental authority, domestic or foreign. 
3.8 “Marketplace” shall mean The Qt Marketplace owned and operated by The Qt Company.
3.9 "New Version" shall mean a modification to Extension, which may include corrections of errors and/or functional or performance improvements including the related updated Documentation with identification of any amendments made. 
3.10 “Provisioning API” shall mean the technical interface used to transfer purchase information between The Qt Company and the Publisher.
3.11 “Taxes” shall have the meaning set forth in Section 12.1.
3.12 Term” shall mean the term of this Agreement, as defined in Section 16.


4 PUBLISHING EXTENSIONS
4.1 The following types of Extensions are accepted to the Marketplace:
4.1.1 Free Extensions
Extensions provided free of any charge by either individual persons or registered companies.
4.1.2 Marketplace Paid Extensions
Extensions the End Customers pays through the Marketplace. When providing Extensions which the End Customer is to pay through Marketplace, the Publisher shall provide The Qt Company with an integration to Provisioning API provided and maintained by The Qt Company.
4.1.3 Publisher Paid Extensions
Extensions the End Customer pays directly to the Publisher. Extensions which the End Customer is to pay directly to the Publisher shall be separately agreed with The Qt Company prior to uploading thereof into the Marketplace and shall not be uploaded into the Marketplace prior to conclusion of such an agreement.
4.2 Paid Extensions referred in Sections 4.1.2 and 4.1.3 above can be provided to Marketplace by registered companies only. Marketplace does not accept Paid Extensions from individual persons.
4.3 Publishing Extension on Marketplace and/or receiving any payments thereof may be subject to requirement to sign-up for a user account or some other verification method as determined by The Qt Company from time to time at its free and absolute discretion. Such user account or verification method may be subject to additional terms.
4.4 Subject to the terms of this Agreement the Publisher shall be free to determine the end user license terms (“EULA”) applicable to the use of Extensions by the End Customers. Any such EULA shall be solely between the Published and relevant End Customer. The Qt Company will not be responsible for, and will not have any liability whatsoever under, any such EULA.
4.5 Publisher is responsible for accompanying the Extensions with sufficient, accurate and up-to-date Documentation.  
4.6 For sake of clarity, nothing in this Agreement shall be construed as a limitation of Publisher’s right to freely determine prices and channels for any of its products, including Extensions, and to freely promote and distribute Extensions via any other channels upon Publisher’s sole discretion, provided however that Publisher shall not use any user information obtained via Marketplace to sell or distribute any products (including Extensions) through other channels.


5 END CUSTOMER SUPPORT
5.1 Publisher shall be solely responsible for support and maintenance of any Extensions uploaded into Marketplace as well as addressing any complaints made by End Customers.
5.2 Publisher is free to decide at its own discretion on the level and content of support it provides to End Customers. Publisher, however, acknowledges and agrees that Marketplace has a global reach and failure to provide adequate support to End Customers may likely result in negative ratings and reviews that will potentially lead to low exposure, low sales and increased refunds.
5.3 Notwithstanding the above, Publisher shall, at minimum, provide up-to-date:
5.3.1 email address or an online service where End Customers can ask questions, make complaints or report issues; and
5.3.2 telephone, email or web-based support access which The Qt Company may use to forward inquiries and complaints from End Customers to Publisher.


6 NEW VERSIONS
6.1 Publisher shall cause that any New Version that is made available to public in any means or via any channels or platforms by or on behalf of the Publisher, shall also be made available to Marketplace without undue delay after the first launch to public of such New Version.


7 REMOVING EXTENSIONS
7.1 Publisher is entitled to remove Extensions from the Marketplace at any time by providing advance written notice thereof to The Qt Company as follows:
7.1.1 Thirty (30) days prior notice for removal of Free extensions, and
7.1.2 Ninety (90) days prior notice for removal of Paid Extensions.
7.2 In the event the removal is due to Publisher having determined, suspected or received a notice or claim on issues warranted by the Publisher in Section 13.3 of this Agreement, Publisher shall inform also The Qt Company on such reason for removal.
7.3 Any such removal of the Extension by the Publisher shall, upon End Customer’s request, be subject to refund in accordance with Section 8. 
7.4 The Qt Company reserves a right, at its free and absolute discretion, to remove an Extension from the Marketplace without any liability towards the Publisher (i) with immediate effect and without any advance notification in case The Qt Company reasonably considers a breach of warranty specified in Section 13.3 is threatening or taking place or Extension is not accompanied with sufficient Documentation pursuant to Section 4.5, or (ii) for any reason whatsoever, upon providing ninety (90) days’ prior notice thereof to the Publisher.


8 REFUNDS
8.1 Publisher authorizes The Qt Company, at its free discretion, to pay the End Customer a full, or partial refund of the price for any Paid Extension sold through Marketplace where the End Customer has requested refund, where such claim of refund is made (i) within two (2) weeks after the End Customer’s purchase of the Extension, (ii) at any time based on a cause attributable to issues warranted by the Publisher in Section 13 hereunder, or (iii) pursuant to applicable mandatory consumer legislation. Before making any such refund The Qt Company shall contact the Publisher to check whether the Publisher has already addressed the complaint and whether the End Customer has already been refunded. Any such refunds paid by The Qt Company shall be deducted in full from payments payable by The Qt Company to the Publisher pursuant to Section 9 of this Agreement. In the event The Qt Company determines that it is unable to deduct or offset such paid refunds from payments to the Publisher within thirty (30) days after such refunds have been paid to the End Customer, The Qt Company is entitled to invoice corresponding amounts from the Publisher.


9 PRICING AND FINANCIAL TERMS
9.1 Publisher sets the prices payable by End Customers for Paid Extensions in US Dollars (USD).The Qt Company may, at its discretion, also present the prices for Extensions to End Customers in other currencies and, in such a case, remit payment to Publisher using the applicable currency exchange rate valid at the time of remitting payment to Publisher.  
9.2 Publisher hereby appoints The Qt Company as its agent to receive and process any payments by End Customers for Extensions on behalf of the Publisher in accordance with the terms of this Agreement.
9.3 Payments received from End Customers for any Paid Extensions sold through Marketplace shall be shared (after deduction of any applicable bank and transaction fees and Taxes) between the Parties as, Publisher gets eighty percent (80 %) and The Qt Company gets twenty percent (20 %).
9.4 With respect to Marketplace Paid Extensions the Publisher shall provide The Qt Company with a valid bank account to be used for remitting Publisher’s share of payments received by The Qt Company from the sale of any and all Marketplace Paid Extensions of the Publisher. The Qt Company shall make such payments in USD monthly in arrears via Electronic Funds Transfer (“EFT”), provided that minimum payment is one hundred (100) USD and The Qt Company is entitled to withhold any payments, without interest, until the minimum total amount of one hundred (100) USD is accrued. The Qt Company shall remit payments to the Publisher within thirty (30) days from the end of the respective calendar month. Any payment shall be accompanied with a written report on the amount of Extensions sold and relevant information used to determine the payment payable to the Publisher. Any late payment shall carry penalty interest in the amount of four per cent (4 %) per annum on any unpaid balances that remain past due. 
9.5 With respect to Publisher Paid Extensions the Parties shall, upon agreeing on such Publisher Paid Extensions to be allowed to Marketplace, also agree on how the Publisher shall remit The Qt Company’s share of payments received from the sale of such Publisher Paid Extensions through Marketplace to The Qt Company.


10 DONATIONS
10.1 Publisher of Free Extension(s) can request and accept donations for their work.
10.2 Publisher is solely responsible for providing a payment system and separate web site for payment of such donations. The Qt Company or Marketplace does not accept any donations on behalf of or in any way manage the donations for the Publisher.


11 MARKETING
11.1 The Qt Company may, at its discretion, run marketing promotions, campaigns and activities to drive traffic and create demand for the Marketplace. These campaigns and activities will typically be generic in nature, and not specific to any specific Extension. Publisher recognizes that such generic activities do not necessarily result in page views or similar specific results to Publisher’s Extensions. The Qt Company reserves the right to freely select the Extension(s) to any Marketplace related marketing promotions, campaigns and activities.
11.2 Publisher is entitled to publish links on their own web pages to the Marketplace or directly to their Extensions available at Marketplace. 
11.3 Publisher may, by itself or through third parties, at any time run supportive marketing activities to drive traffic to their own Extensions published in the Marketplace. 
11.4 Parties may also run joint market strategies or activities relating to Marketplace and Publisher’s Extension(s). Any such joint activities shall be separately agreed between the Parties. 
11.5 The Qt Company may, at its discretion, allow End Customers to rate and review Extensions. The Qt Company reserves the right to display the results of such ratings and reviews to the Publisher and/or generally to End Customers on the Marketplace in a manner that will be determined at The Qt Company's sole discretion.


12 TAXES
12.1 Prices payable by End Customers for any Extensions may be subject to value added (VAT), sales Tax or other similar taxes or official charges payable or levied (including but not limited to withholding tax) under applicable legislation on the basis of the sales or other transactions made under this Agreement (”Taxes”). Whenever The Qt Company determines that any Taxes are payable, the Publisher authorizes The Qt Company to add such applicable Taxes on the prices of Extensions charged from the End Customers and make any necessary deductions from the payment due to the Publisher under this Agreement.
12.2 Each Party shall pay any taxes or levies imposed on it as a result of this Agreement and payments hereunder (including that required to be withheld or deducted from payments) and shall furnish suitable evidence of such payments to the other Party to enable it to obtain any credit that might be available to it.


13 WARRANTY
13.1 The Parties warrant their respective full right and power to enter into this Agreement. 
13.2 Publisher hereby represents and warrants that it has the power and authority to distribute Extensions through Marketplace pursuant to this this Agreement 
13.3 Publisher further warrants and assumes full liability both towards The Qt Company and the End Customer that any Extension (i) is free of any Critical Errors, (ii) does not infringe Intellectual Property Rights of any third party, (iii) does not include any malicious code or sexual, violent, racist, sensitive or other inappropriate content (as defined by The Qt Company at its free and absolute discretion) or defame any third party or violate their right for privacy, (iv) does not violate any applicable laws, or (v) has all clearances, permits and certificates needed under applicable laws to distribute the Extension through Marketplace. Publisher further warrants that, where relevant, it shall protect the privacy and legal rights of End Customers and only process their personal data in accordance with established privacy policy that complies with all applicable laws on personal data and data protection.
13.4 Except as expressly provided above and as Publisher may provide to End Customers under its applicable license terms, and to the maximum extent permitted by applicable law, both Parties disclaim any and all warranties and conditions, either express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose, regarding the Extensions and Marketplace. In particular, The Qt Company expressly disclaims any warranties that Marketplace will satisfy Publisher’s expectations or that Marketplace will operate without defect or error or that the operation thereof will be uninterrupted.   
13.5 The express obligations and warranties made by the Parties in this Agreement are in lieu of and to the exclusion of all other warranties, conditions or other terms of any kind, express or implied, statutory or otherwise relating to Extensions or Marketplace.


14 PROPRIETARY RIGHTS
14.1 The Qt Company and/or its licensors shall continue to own all right, title and interest, including the Intellectual Property Rights, in and to the Marketplace. Publisher and/or its licensors shall own the same with respect to Extensions. Neither Party shall provide the other Party with any rights or licenses to Marketplace, Extension or any other Intellectual Property Right of a Party, other than those expressly granted hereunder.
14.2 In the event Publisher provides to The Qt Company, attached to the Extensions or otherwise, any branding content or other Intellectual Property Rights protected material, the Publisher hereby grants The Qt Company a non-exclusive, royalty-free, worldwide right and license to use and display such material in connection with the distribution and sale of Extensions through Marketplace or otherwise for the purpose of this Agreement.


15 CONFIDENTIALITY
15.1 Neither Party ("Receiving Party" for the purposes of this Section 15) shall disclose to third parties nor use for any purpose other than for the proper fulfilment of the purpose of this Agreement any technical or commercial information ("Information") received from the other Party ("Disclosing Party") in whatever form under or in connection with this Agreement without the prior written permission of the Disclosing Party save for Information, which:
• was in the possession of the Receiving Party prior to disclosure hereunder; or
• was in the public domain at the time of disclosure or later became part of the public domain without breach of the confidentiality obligations herein contained; or
• was disclosed by a third party without breach of any obligation of confidentiality owed to the Disclosing Party; or
• was independently developed by personnel of the Receiving Party having no access to the Information.
15.2 The Parties agree that the use of their names in any statements, announcements and/or press release of this Agreement or part thereof, or of the relationship herein described, shall not be made by a Party without the prior written acceptance by the other Party. 
15.3 Affiliates of a Party hereto engaged in the performance of this Agreement shall not be deemed to be third parties for the purposes of this Section 15 on condition that disclosure of Information may only occur on need to know basis and that the respective Party ensures full compliance by such Affiliates of all of the provisions of this Section 12. 
15.4 Each Party shall limit access to Information to those of its personnel for whom such access is reasonably necessary for the proper performance of this Agreement and obtain written undertakings of confidentiality, which are not less restrictive than in this Agreement, from them. 
15.5 Notwithstanding the foregoing, neither Party shall be liable to the other for any unauthorized disclosure of Information if it can be established that it has exercised the same degree of care in protecting the Information from such disclosure as it exercises in respect of its own confidential information and business secrets. 
15.6 The provisions of this Section 15 shall bind the Parties for a period of five (5) years from the date of signing of this Agreement or, in respect of every item of Information later disclosed hereunder, a period of five (5) years from disclosure, whichever period is longer regardless of any earlier termination, cancellation or completion of this Agreement. 
15.7 Without prejudice to the generality of the foregoing, each Party agrees not to use any of the Information or technology of the other Party for any use or purposes except those expressly specified herein.


16 TERM AND TERMINATION
16.1 This Agreement shall enter into force upon signature of both Parties, or Publisher’s acceptance of the same in connection with uploading Extension into Marketplace (“Effective Date”), as the case may be, and remain in force (i) for as long as Publisher has any Extensions available on Marketplace and 90 days thereafter, or (ii) until terminated by either Party pursuant to the terms of this Agreement.   
16.2 Each Party shall have the right to terminate this Agreement immediately upon written notice in the event that the other Party (i) commits a breach of warranty or other material breach of this Agreement or (ii) 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 the assets, or ceases to conduct business or an equivalent act to any of the above occurs under the laws of the jurisdiction of each Party. 
16.3 Upon termination or expiry of this Agreement, all rights of Parties under this Agreement shall be terminated (including but not limited to all Extensions being removed from the Marketplace). Any termination or expiry shall not (i) relieve Publisher of its obligation to pay any payments due or accrued to The Qt Company prior to the effective date of termination, and Publisher shall immediately pay to The Qt Company all such payments upon the effective date of termination; (ii) affect any rights of End Customer to use Extension, which have been delivered upon or prior to the termination or expiration of this Agreement, or (iii) change the Publisher’s obligation to fulfil commitments to deliver or support Extensions that have been previously purchased or downloaded by End Customers.


17 INDEMNIFICATION AND LIMITATION OF LIABILITY
17.1 To the maximum extent permitted by law, Publisher shall defend, indemnify, and hold harmless The Qt Company, its affiliates, and their respective directors, officers, employees and agents from and against any and all third party claims, actions, suits, or proceedings, as well as any and all losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or accruing from Extensions or provisioning thereof to End Customers through Marketplace under this Agreement. The Qt Company shall inform Publisher promptly about any such claim or legal proceeding brought against The Qt Company. 
17.2 NEITHER PARTY SHALL BE LIABLE IN CONTRACT, TO OR OTHERWISE, WHATEVER THE CAUSE THEREOF, FOR ANY INDIRECT OR CONSEQUENTIAL DAMAGE, INCLUDING BUT NOT LIMITED TO LOSS OF BUSINESS OR GOODWILL, LOSS OF REVENUE OR LOSS OF PROFITS, HOWSOEVER ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT, EXCEPT IN CASES OF INTENTIONAL MISCONDUCT OR GROSS NEGLIGENCE OR BREACH OF CONFIDENTIALITY.


18 FORCE MAJEURE
18.1 The performance by either Party of its obligations under this Agreement shall be excused for a period that is reasonable under the circumstances if the failure or delay thereof is caused by any unforeseeable events or circumstances beyond such Party's control such as labor disputes, acts of god, riots, war, fire, explosion, natural disasters, embargo or requisition. 
18.2 The Party wishing to claim relief by reason of any such circumstance shall notify the other party in writing without delay on the intervention and on the cessation thereof.


19 MISCELLANEOUS
19.1 This Agreement shall be governed under the laws of Finland, excluding any choice of laws principles. Any disputes that the Parties are unable to settle between themselves, shall be finally resolved in arbitration held in Helsinki, Finland, in accordance with arbitration rules of International Chamber of Commerce (ICC). Arbitration shall be held in English language. The award shall be final and binding on the parties hereto and enforceable in any court of competent jurisdiction. The Parties undertake and agree that all arbitral proceedings conducted with reference to this Section shall be kept strictly confidential and all information disclosed in the course of such arbitral proceeding shall be used solely for the purpose of those proceedings. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to limit the Parties' rights to seek interim injunctive relief or to enforce an arbitration award in any court of law.
19.2 This Agreement contains the entire Agreement between the Parties on the subject matter of this Agreement, and supersedes all representations, undertakings and agreements previously made between the parties with respect to the subject matter of this Agreement. 
19.3 The Qt Company is entitled, at any time, to unilaterally change the terms of this Agreement by no less than thirty (30) days advance written notice thereof to the Publisher. In the event Publisher does not agree with such modifications to the Agreement, the Publisher may terminate this Agreement to end at the effective date of such changes by providing a written notice thereof to The Qt Company no less than seven (7) working days before such date of termination. Such termination constitutes Publisher’s sole and exclusive remedy in such circumstances. Parties specifically agree that Publisher’s continued use of Marketplace constitutes Publisher’s acceptance of the modified terms of this Agreement.
19.4 Publisher shall not be entitled to assign or transfer all or any of its rights, benefits and obligations under this Agreement without the explicit prior written consent of The Qt Company. The Qt Company shall be entitled to freely assign or transfer any of its rights, benefits or obligations under this Agreement. 
19.5 Any notice given by one Party to the other shall be deemed properly given if specifically acknowledged by the receiving Party in writing or when delivered to the recipient by registered mail to the following addresses (or such other address as may be notified in writing from time to time by either Party).

Version 1.1

1. INTRODUCTION

Marketplace is a publicly available online service, owned and operated by The Qt Company, through which individuals and companies can promote their libraries, plug-ins, tools, art and other artefacts and any related Documentation (“Extensions”).  

Marketplace shall be produced and delivered in accordance with The Qt Company’s then current production methods, procedures and data communication connections and interfaces, which The Qt Company may change at any time and without any notice at its absolute and free discretion.  

Your use of the Marketplace is subject to these terms of use (“Terms”). Additional terms will apply regarding Your access to and use of Extensions, as set forth below in these Terms. 

Please, read these Terms through carefully. By selecting “I accept the 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 Terms”. Otherwise, The Qt Company will hold you, as the User of the Service, as personally responsible for compliance with these Terms. 

2. DEFINITIONS

“Extensions” shall have the meaning set forth in Section 1. 

“Physical Items” shall means Extensions which can be shipped to customer after sales physically. 

“Publisher” shall have the meaning set forth in Section 3. 

“Qt Account” shall mean Your personal account to access the Extensions. 

“Taxes” shall mean any duties, customs fees, levies or taxes (other than income tax) associated with the sale of Extension through Marketplace. 

“Terms” shall have the meaning set forth in Section 1. 

“The Qt Company” refers to The Qt Company Ltd, Business ID 2637805-2, having its street address at Bertel Jungin aukio D3A, 02600 Espoo, Finland. . 

3. YOUR USE OF MARKETPLACE AND EXTENSIONS

Qt Account. In order for You to get access to Extensions and make thereto related payments, You must have a valid Qt Account subject to applicable terms thereof. You must keep your Qt account details secure and must not share them with anyone else. 

Right of Use. Your right to use an Extension may be subject to additional commercial or open source license terms that you need to accept thus creating a legally binding agreement between You and the relevant right-holder (“Publisher”). The Qt Company is not a party to such an agreement.   

Restrictions. You must not: 

  • use the Marketplace or Extensions for any purpose that is unlawful or prohibited under these Terms; 
  • try to get unauthorized access to the Marketplace or someone else’s Qt account through hacking, password mining or any other means; and 
  • use or try to use the Marketplace in any manner that could damage, disable, overburden, or impair the Marketplace or that could interfere with any other party's use and enjoyment of the Marketplace. 

Costs. You are responsible for any access or data fees incurred from third parties (such as your Internet provider or mobile carrier) in connection with Your use and viewing of Marketplace and Extensions.  

Prices. Prices payable on a purchase of an Extension are specified in connection with the relevant Extension, and may be subject to change at any time prior to Your purchase thereof. In addition to price You are responsible for any Taxes and must pay for the Extension without any reduction for Taxes. If The Qt Company or the Publisher is obligated to collect or pay Taxes, the Taxes will be charged to You. You must comply with any and all applicable tax laws, including the reporting and payment of any Taxes arising in connection with your use of Marketplace or the purchase of Extension(s) therefrom. Reporting and payment of any such applicable Taxes are your responsibility.  

Payments. To have access to paid Extension(s) you must pay The Qt Company the Prices of the Extension(s). When purchasing any 3rd party Extension, you acknowledge and agree that The Qt company is the Publisher’s commercial agent and you are required to make any payments directly to The Qt Company.

Publisher. An individual or company registering in the Marketplace as a right-holder of listed Extensions.

Refunds and returns. Except as may be set out in the respective Publisher’s refund & cancellation policies or any applicable mandatory laws, all sales of Extensions are final, and no returns, replacements or refunds are permitted. 

4. PRIVACY

For the purpose of the Marketplace The Qt Company will hold and process any personal data received from You in accordance with The Qt Company’s Privacy Policy available at https://www.qt.io/terms-conditions/.

5. EXCLUSION OR WARRANTIES AND LIMITATION OF LIABILITY

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 RELATING TO MARKETPLACE, EXTENSIONS OR YOUR USE THEREOF. THE QT COMPANY SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTEE OR REPRESENTATION IN TERMS OF CORRECTNESS, ACCURACY, NON-INFRINGEMENT, OPERATION AND RELIABILITY OF MARKETPLACE AND EXTENSIONS. YOUR USE OF MARKETPLACE OR EXTENSION IS SOLELY AT YOUR OWN RISK. 

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 MARKETPLACE OR EXTENSIONS. 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).  

6. VALIDITY

These Service Terms shall remain valid until The Qt Company changes or terminates them. If the Terms change, You will be given at least 30 days prior notice, and the new Terms will be effective after such notice period.  

You are bound by these Terms for as long as You use the Marketplace. If the Terms change, Your continued use of Marketplace following the applicable notice period will indicate your acceptance of the new Terms. The new Terms will apply to all Your subsequent installs or purchases of Extensions. If you do not agree with such changes, you will be given the opportunity to download the Extension You previously purchased or installed and terminate your use.

The Qt Company may, without any liability to You, suspend Your access to the Marketplace if: (1) it is reasonably needed to prevent unauthorized access to data hosted in the Marketplace; or (2) You violate these Terms, the Qt Accounts terms or applicable license terms relating to an Extension, or (3) The Qt Company decides, at its discretion, to discontinue the Marketplace at any time.   

7. GOVERNING LAW AND DISPUTE RESOLUTION

These Terms shall be governed under the laws of Finland, excluding any choice of laws principles. Any disputes that the Parties are unable to settle between themselves, shall be finally resolved in arbitration held in Helsinki, Finland, in accordance with arbitration rules of International Chamber of Commerce (ICC). Arbitration shall be held in English language. The award shall be final and binding on the parties hereto and enforceable in any court of competent jurisdiction. The Parties undertake and agree that all arbitral proceedings conducted with reference to this Section shall be kept strictly confidential and all information disclosed in the course of such arbitral proceeding shall be used solely for the purpose of those proceedings. Notwithstanding the foregoing, nothing in these Terms shall be deemed to limit the Parties' rights to seek interim injunctive relief or to enforce an arbitration award in any court of law. 

8. ORDER, DELIVERY AND RETURN OF PHYSICAL ITEMS

Order
The Qt Company is working with a reliable, high-quality print-on-demand drop shipper. They have locations worldwide, so depending on customers' location, the orders are printed and shipped from the facility that can do it most efficiently. 

If the shipping method includes tracking, the customer will receive a tracking link via email when the order ships out. In case of any questions about tracking or shipment, please reach marketplace@qt.io.

Delivery
After the purchase process in the Marketplace, it takes 3-7 days to fulfill an order, after which it’s shipped out. The shipping time depends on customers location, but estimated delivery time will be as follows: USA: 5-8 business days; International: 10-20 business days.

International deliveries may be subject to additional customs and/or tax fees. These fees are not in control of The Qt Company and is assessed by the customers' local customs office. Customs policies vary widely for every country so the customer needs to check with their local customs office directly to see if they apply duties and taxes to the purchases.

In case of delayed delivery, the customer is to check the following points before getting in touch with The Company:

• checking shipping confirmation email for any mistakes in the delivery address
• checking the local post office for stored packages
• checking neighbors in case the courier left the package with them

In the event of a wrong/damaged product, the customer should reach The Qt Company through marketplace@qt.io within a week with photos of the damaged product, the order number, and any other details the customer may have. The Qt Company gets back to the customer with a resolution as soon as possible.

In the event of a wrong delivery address, The Qt Company can send a replacement order, but shipping will be at the customer's cost.

Returns
The Qt Company does not offer returns and exchanges. In case there is something wrong with the order, customer can reach marketplace@qt.io.

Refunds are only offered to customers that receive the wrong items or damaged items. If any of these apply, please contact marketplace@qt.io with photos of wrong/damaged items.

The Qt Company doesn't offer any exchanges of items for a different size or color. The customer can use the sizing charts - which is available for every listed item in the product description section.

In the event of a mislabeled ordered item, please reach marketplace@qt.io within a week after receiving the order with the order number.

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