Terms & Conditions

License Agreements and Service Terms

Qt FOR APPLICATION DEVELOPMENT LICENSE AGREEMENT

Agreement version 3.0

This Qt for Application Development License Agreement (“Agreement”) is a legal agreement between The Qt Company (as defined below) and the Licensee (as defined below) for the license of Licensed Software (as defined below). 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.

(B)  The Qt Company is willing to grant the Licensee a right to use Licensed Software for such 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 may include the Redistributables, or part thereof.

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

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

“Deployment Platforms” shall mean operating systems specified in the License Certificate, in 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 License also includes a right to distribute Applications pursuant to Section 3.2.

“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) do not incorporate or integrate the Redistributables at the time of distribution, but where, when used by a Customer, the main user interface or substantial functionality of such device is provided by Application(s) or otherwise depends on the Licensed Software.

“Initial Support Term” shall mean a time period of twelve (12) months, calculated from the end of the Start-For-Free Term. In the event Term is set for a shorter period than twelve (12) months, then Initial Support Term shall be equal to the Term.

“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.

“Licensee” shall mean the individual or legal entity that is party to this Agreement whether by signing this document or by accepting the terms hereof online in connection with installing the Licensed Software.

“License Certificate” shall mean a certificate accompanying the Licensed Software and generated for each Designated User respectively. License Certificate will specify the Designated User, the Development Platforms, Deployment Platforms, Designated Users and the Term of this Agreement. The terms of the License Certificate are considered part of this Agreement and shall be updated from time to time to reflect any changes to the foregoing terms relating to Licensee’s rights to the Licensed Software.

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

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

“Licensed Software” shall mean all versions of The Qt Company’s computer software products, online or electronic documentation, associated media and printed materials, including the source code, 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.

“Limited Subscription License” shall have the meaning set forth in Section 10.5.

”Modified Software” shall mean bug-fixes, error corrections, patches or modifications made to the Licensed Software by Licensee, including documentation related thereto.

“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 all versions of The Qt Company’s Qt computer software products, online or electronic documentation, associated media and printed materials, including the source code, example programs and the documentation available under the terms of the GNU Lesser General Public License, version 2.1 or later (“LGPL”) or the GNU General Public License, version 2.0 or later (“GPL”).

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

“Redistributables” shall mean the portions of the Licensed Software set forth in Appendix 1, Section 1 that may be distributed 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.

“Start-For-Free Term” shall mean the period of 30 days, or any such shorter period as specified by The Qt Company, calculated from the date the Licensed Software was initially delivered to the Licensee by The Qt Company.

“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.

“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 Support Term or previous Support Renewal Term, as applicable.

“Support Term” shall mean the Initial Support Term and any possible Support Renewal Terms(s) during which time the Licensee is eligible to receive for Support for the Licensed Software.

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

“Term” shall mean the period of this Agreement, as set forth in the License Certificate.

“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.

“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 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 Modified Software that breaks the source or binary compatibility with the Licensed Software. This includes, but is not limited to, changing the application programming interfaces (“API”) by adding, changing or deleting any variable, method, or class signature in the Licensed Software and/or any inter-process protocols, services or standards in the Licensed Software libraries. To the extent that Licensee breaks source or binary compatibility with the Licensed Software, Licensee acknowledges that The Qt Company’s ability to provide Support may be prevented or limited and Licensee’s ability to make use of Updates may be restricted.

To the extent Licensee submits Modified Software to The Qt Company (“Submitted Modified Software”), 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. For the sake of clarity, the Licensee shall have no obligation to provide Modified Software to The Qt Company.

 

3. LICENSES GRANTED

3.1 Development with Licensed Software

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

Licensee may install copies of the Licensed Software on an unlimited number of computers provided that (i) only the Designated Users may use the Licensed Software, and (ii) all Designated Users must have a valid Development License to use 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.

3.2 Distribution of Redistributables

Subject to the terms of this Agreement, The Qt Company grants to Licensee a personal, worldwide, non-exclusive, non-transferable license, valid for the Term (excluding the Start-For-Free Term), to (i) distribute, by itself or through one or more tiers of 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.

Licensee shall only be entitled to distribute Redistributables with and for the sole purpose of executing Applications. Licensee must not distribute Redistributables (i) separately from Applications, or (ii) as installed, incorporated or integrated, or for the purpose of being installed, incorporated or integrated into Devices.

Right to distribute the Redistributables as provided herein is conditional upon the Licensee having purchased and paid all applicable License Fees before distributing any Redistributables to Customers.

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 contained in any portion of the Licensed Software;

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

(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 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;

(viii)      Licensee shall not and shall cause that its Affiliates or Contractors shall not a) 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, or b) incorporate or integrate Applications into any hardware device or product, unless Licensee has received an advance written permission from The Qt Company to do so;

(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;

(xi)          Licensee shall not take any action inconsistent with The Qt Company’s Intellectual Property Rights; and

(xii)        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 in 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 marked or otherwise stated as “Technology Preview”, “Alpha”, “Beta” or similar designation. Such pre-release code may be present in order to provide experimental support for new platforms or preliminary versions of one or more new functionalities. The pre-release code may not be at the level of performance and compatibility of a final, generally available, product offering of the Licensed Software. The pre-release parts of the Licensed Software 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 exhaustively at Licensee’s own risk and expense.

 

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”.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE QT COMPANY ON BEHALF OF ITSELF AND ITS LICENSORS, SUPPLIERS AND AFFILIATES, DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, 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. ALL USE OF AND RELIANCE ON THE LICENSED SOFTWARE IS AT THE SOLE RISK OF AND RESPONSIBILITY OF LICENSEE.

Licensee’s exclusive remedy and The Qt Company’s entire liability for 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.

 

7. INDEMNIFICATION AND LIMITATION OF LIABILITY

7.1 Limitation of Liability

EXCEPT FOR (I) CASES OF GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, (II) LICENSEE’S DUTY TO PAY ALL APPLICABLE LICENSE FEES AND COMPENSATIONS, AND (III) 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, (II) LICENSEE’S DUTY TO PAY ALL APPLICABLE LICENSE FEES AND COMPENSATIONS, AND (III) 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 RECEIVED BY 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.

7.2 Licensee´s Indemnification

Licensee shall indemnify and hold harmless The Qt Company from and against any claim, injury, judgment, settlement, loss or expense, including attorneys’ fees related to: (a) Licensee’s misrepresentation in connection with The Qt Company or the Licensed Software or breach of this Agreement, (b) the Application or Device (except where such cause of liability is solely attributable to the Licensed Software).

 

8. SUPPORT, UPDATES AND ONLINE SERVICES

Licensee will be eligible to receive Support and Updates and to use the Online Services during the Support Term. 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.

Licenses granted under this Agreement shall include a prepaid Initial Support Term.

Initial Support Term shall be automatically extended to one or more Support Renewal Term(s), unless and until either Party notifies the other Party in writing that it does not wish to continue the Support, such notification to be provided to the other Party no less than ninety (90) days before expiry of the Initial Support Term or respective Support Renewal Term. During any such Support Renewal Term Support shall be available subject to prices and terms 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 Support Renewal Term. From time to time The Qt Company may change Support provided within each Support plan; 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 Licensee.

Unless otherwise agreed, The Qt Company shall not be responsible for providing any service or support to the 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 on whatsoever grounds.

10.2 Ordering Licenses

Licensee may purchase Development 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.

Licensee shall submit all purchase orders for Development 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 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.

The Qt Company shall have the right to suspend, terminate or withhold grants of all rights to the Licensed Software hereunder, including but not limited to the Developer License, Distribution License, and Support, should Licensee fail to make payment in a timely fashion.

10.4 Taxes

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

10.5 Limited Subscription License

Companies, organizations and individuals, whose annual sales revenue is below one hundred thousand US dollars (<100,000 USD) are eligible to license the Licensed Software at discounted price, as set forth in www.qt.io (“Limited Subscription License”).

The Qt Company may limit the period of validity of the Limited Subscription License, as set forth in www.qt.io.

Licensees eligible and choosing the Limited Subscription License shall, immediately after their annual sales revenue for a calendar year exceeds one hundred thousand US dollars (100,000 USD) inform The Qt Company of such increase, whereafter The Qt Company shall have a right to change applicable License Fees corresponding to The Qt Company´s then current price list. The Licensee shall have the obligation, at any time upon The Qt Company’s request, to furnish evidence, reasonably satisfactory to The Qt Company, that its annual sales revenue is below one hundred thousand US dollars (<100,000 USD) in order for the Licensee to be entitled to continue using the Limited Subscription License. Failure to provide such evidence shall be considered as Licensee’s material breach of the Agreement.

Limited Subscription License shall not include any Support.

In all other respects the Limited Subscription License shall carry the rights and obligations as set forth in this Agreement.

 

11 RECORD-KEEPING AND REPORTING OBLIGATIONS; AUDIT RIGHTS

11.1 Licensee’s Record-keeping

Licensee shall at all times maintain accurate and up-to-date written records of Licensee’s activities related to the use of Licensed Software and distribution of Redistributables. The records shall be adequate to determine Licensee’s compliance with the provisions of this Agreement and to demonstrate the number of Designated Users and Redistributables distributed by Licensee. The records shall conform to good accounting practices reasonably acceptable to The Qt Company.

Licensee shall, within thirty (30) days from the end of each calendar quarter, deliver to The Qt Company a report detailing the number of Designated Users. Such report shall contain such other information as The Qt Company shall 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 use of the Redistributables, 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. 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 immediately pay The Qt Company any amounts owed for such unauthorized use.

In addition, in the event the audit reveals a material violation of the terms of this Agreement (underpayment of more than 5% of License Fees shall always 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 Term

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 this Section 12.

12.2 Termination by The Qt Company

The Qt Company shall have the right to terminate this Agreement upon thirty (30) days prior written notice if (i) the Licensee is in material breach of any obligation of this Agreement and fails to remedy such breach within such notice period; or (ii) Licensee or any of its Affiliates bring a suit before any court or administrative agency or otherwise assert a claim against The Qt Company’s or any of its Affiliates’ Intellectual Property Rights or validity 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 for any reason, Licensee shall, within 30 days after such termination, 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.

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 therein incorporated Redistributables).

 

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 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

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.

14.4 Entire Agreement

This Agreement, the exhibits hereto, the License Certificate and any applicable Purchase Order 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.

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 shall apply unless expressly accepted by The Qt Company in writing.

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 The Qt Company in the beginning of this Agreement, and for the Licensee in the Licensee’s account profile. 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 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 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.

 

IN WITNESS WHEREOF, the Parties hereto, intending to be legally bound hereby, have caused this Agreement to be executed by Licensee’s authorized representative installing the Licensed Software and accepting the terms hereof in connection therewith.

 

Appendix 1

1. Parts of the Licensed Software that are permitted for distribution in object code form only (“Redistributables”) under this Agreement:

– The Licensed Software’s essential and add-on libraries

– The Licensed Software’s configuration tool (“qtconfig”)

– The Licensed Software’s help tool (“Qt Assistant”)

– The Licensed Software’s internationalization tools (“Qt Linguist”, “lupdate”, “lrelease”)

– The Licensed Software’s QML (“Qt Quick”) launcher tool (“qmlscene” and “qmlviewer”)

– The Licensed Software’s installer framework

 

2. Parts of the Licensed Software that are not permitted for distribution include, but are not limited to:

– The Licensed Software’s source code and header files

– The Licensed Software’s documentation

– The Licensed Software’s documentation generation tool (“qdoc”)

– The Licensed Software’s tool for writing makefiles (“qmake”)

– The Licensed Software’s Meta Object Compiler (“moc”)

– The Licensed Software’s User Interface Compiler (“uic” or in the case of Qt Jambi: “juic”)

– The Licensed Software’s Resource Compiler (“rcc”)

– The Licensed Software’s generator (only in the case of Qt Jambi if applicable)

– The Licensed Software’s parts of the IDE tool (“Qt Creator”)

– The Licensed Software’s Emulator

– Build scripts, recipes and other material for creating the configuration of Licensed Software and/or 3rd party components, including the reference operating system configuration delivered in conjunction with the Licensed Software

Qt FOR DEVICE CREATION LICENSE AGREEMENT

Agreement version 3.0

This Qt for Device Creation License Agreement (“Agreement”) is a legal agreement between The Qt Company (as defined below) and the Licensee (as defined below) for the license of Licensed Software (as defined below). 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; and

(B)  The Qt Company is willing to grant the Licensee a right to use Licensed Software for such 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 may include the Redistributables, or part thereof.

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

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

“Deployment Platforms” shall mean operating systems specified in the License Certificate, in 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 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) do not incorporate or integrate the Redistributables at the time of distribution, but where, when used by a Customer, the main user interface or substantial functionality of such device is provided by Application(s) or otherwise depends on the Licensed Software.

“Distribution License(s)” shall mean the license required for distribution of Redistributables in accordance with the license grant described in Section 3.2(ii)-(iii) 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.

“Initial Support Term” shall mean a time period of twelve (12) months, calculated from the end of the Start-For-Free Term. In the event Term is set for a shorter period than twelve (12) months, then Initial Support Term shall be equal to the Term.

“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.

“Licensee” shall mean the individual or legal entity that is party to this Agreement by accepting the terms hereof online in connection with installing the Licensed Software.

“License Certificate” shall mean a certificate accompanying the Licensed Software and generated for each Designated User respectively. License Certificate will specify the Designated User, the Development Platforms, Deployment Platforms and the Term of this Agreement. The terms of the License Certificate are considered part of this Agreement and shall be updated from time to time to reflect any changes to the foregoing terms relating to Licensee’s rights to the Licensed Software.

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

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

“Licensed Software” shall mean all versions of The Qt Company’s computer software products, online or electronic documentation, associated media and printed materials, including the source code, 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.

”Modified Software” shall mean bug-fixes, error corrections, patches or modifications made to the Licensed Software by Licensee, including documentation related thereto.

“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 all versions of The Qt Company’s Qt computer software products, online or electronic documentation, associated media and printed materials, including the source code, example programs and the documentation available under the terms of the GNU Lesser General Public License, version 2.1 or later (“LGPL”) or the GNU General Public License, version 2.0 or later (“GPL”).

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

“Redistributables” shall mean the portions of the Licensed Software set forth in Appendix 1, Section 1 that may be distributed 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.

“Start-For-Free Term” shall mean the period of 30 days, or any such shorter period as specified by The Qt Company, calculated from the date the Licensed Software was initially delivered to the Licensee by The Qt Company.

“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.

“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 Support Term or previous Support Renewal Term, as applicable.

“Support Term” shall mean the Initial Support Term and any possible Support Renewal Terms(s) during which time the Licensee is eligible to receive for Support for the Licensed Software.

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

“Term” shall mean the validity period of this Agreement, as set forth in the License Certificate.

“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.

“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 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 Modified Software that breaks the source or binary compatibility with the Licensed Software. This includes, but is not limited to, changing the application programming interfaces (“API”) by adding, changing or deleting any variable, method, or class signature in the Licensed Software and/or any inter-process protocols, services or standards in the Licensed Software libraries. To the extent that Licensee breaks source or binary compatibility with the Licensed Software, Licensee acknowledges that The Qt Company’s ability to provide Support may be prevented or limited and Licensee’s ability to make use of Updates may be restricted.

To the extent Licensee submits Modified Software to The Qt Company (“Submitted Modified Software”), 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. For the sake of clarity, the Licensee shall have no obligation to provide Modified Software to The Qt Company.

 

3. LICENSES GRANTED

3.1 Development with Licensed Software

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

Licensee may install copies of the Licensed Software on an unlimited number of computers provided that (i) only the Designated Users may use the Licensed Software, and (ii) all Designated Users must have a valid Development License to use 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.

3.2 Distribution of Redistributables

Subject to the terms of this Agreement, The Qt Company grants to Licensee a personal, worldwide, non-exclusive, non-transferable license, valid for the Term (excluding the Start-For-Free 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) 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 (iii) 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.

Right to distribute the Redistributables as provided herein is conditional upon the Licensee having purchased and paid the appropriate amount of Development and Distribution Licenses from The Qt Company before distributing any Redistributables to Customers.

For the avoidance of any doubt it is specifically acknowledged and agreed that distribution of Redistributables solely as installed, incorporated or integrated into Applications for execution on the Deployment Platform(s), as specified in (i) of the first paragraph of Section 3.2 above, i.e. with no connection to Devices or intention to use in connection therewith, shall not require a Distribution License.

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 contained in any portion of the Licensed Software;

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

(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 a) 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, or b) incorporate or integrate Applications into a hardware device or product other than a Device, 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 build with Licensed Software or Open Source Qt or otherwise depends on the Licensed Software or Open Source Qt, shall be considered as distribution under this Agreement and dependent on compliance thereof (including but not limited to obligation to pay applicable License Fees for such distribution);

(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;

(xi)          Licensee shall not take any action inconsistent with The Qt Company’s Intellectual Property Rights; and

(xii)        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 in 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 marked or otherwise stated as “Technology Preview”, “Alpha”, “Beta” or similar designation. Such pre-release code may be present in order to provide experimental support for new platforms or preliminary versions of one or more new functionalities. The pre-release code may not be at the level of performance and compatibility of a final, generally available, product offering of the Licensed Software. The pre-release parts of the Licensed Software 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.

 

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”.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE QT COMPANY ON BEHALF OF ITSELF AND ITS LICENSORS, SUPPLIERS AND AFFILIATES, DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, 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. ALL USE OF AND RELIANCE ON THE LICENSED SOFTWARE IS AT THE SOLE RISK OF AND RESPONSIBILITY OF LICENSEE.

Licensee’s exclusive remedy and The Qt Company’s entire liability for 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.

 

7. INDEMNIFICATION AND LIMITATION OF LIABILITY

7.1 Limitation of Liability

EXCEPT FOR (I) CASES OF GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, (II)  LICENSEE’S DUTY TO PAY ALL APPLICABLE LICENSE FEES AND COMPENSATIONS, AND (III) 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, (II) LICENSEE’S DUTY TO PAY ALL APPLICABLE LICENSE FEES AND COMPENSATIONS, AND (III) 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 RECEIVED BY 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.

7.2 Licensee´s Indemnification

Licensee shall indemnify and hold harmless The Qt Company from and against any claim, injury, judgment, settlement, loss or expense, including attorneys’ fees related to: (a) Licensee’s misrepresentation in connection with The Qt Company or the Licensed Software or breach of this Agreement, (b) the Application or Device (except where such cause of liability is solely attributable to the Licensed Software).

 

8. SUPPORT, UPDATES AND ONLINE SERVICES

Licensee will be eligible to receive Support and Updates and to use the Online Services during the Support Term. 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.

Licenses granted under this Agreement shall include a prepaid Initial Support Term.

Initial Support Term shall be automatically extended to one or more Support Renewal Term(s), unless and until either Party notifies the other Party in writing that it does not wish to continue the Support, such notification to be provided to the other Party no less than ninety (90) days before expiry of the Initial Support Term or respective Support Renewal Term. During any such Support Renewal Term Support shall be available subject to prices and terms 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 Support Renewal Term. From time to time The Qt Company may change Support provided within each Support plan; 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 Licensee.

Unless otherwise agreed, The Qt Company shall not be responsible for providing any service or support to the 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, even on the ground that Distribution Licenses are not used, i.e. Redistributables are not actually distributed corresponding to the Distribution Licenses purchased, or for any other reason.

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.

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, the Distribution Licenses are bought 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 installing, bundling or integrating (all jointly “installing”) the Redistributables with the Devices or for otherwise distributing the Redistributables in accordance with this Agreement.

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

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

Redistributables will be deemed to have been “installed” into a Device when one of the following circumstances shall have occurred: a) the Redistributables have been loaded onto the Device and used outside of the Licensee’s premises or b) the Device has been fully tested and placed into Licensee’s inventory (or sold) for the first time (i.e., Licensee will not be required to use (or pay for) more than one Distribution License for each individual Device, e.g. in a situation where a Device is returned to Licensee’s inventory after delivery to a distributor or sale to a Customer). In addition, if Licensee includes a back-up copy of the Redistributables on a CD-ROM or other storage medium along with the product, that backup copy of the Redistributables will not be deemed to have been “installed” and will not require an additional Distribution License.

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 effective 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.

The Qt Company shall have the right to suspend, terminate or withhold grants of all rights to the Licensed Software hereunder, including but not limited to the Developer License, Distribution License, and Support, should Licensee fail to make payment in a timely fashion.

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 and other taxes, duties or tariffs (“Taxes”). Such applicable Taxes shall be paid by Licensee, or, where applicable, in lieu of payment of such Taxes, 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 maintain accurate and up-to-date written records of Licensee’s activities related to the use of Licensed Software and distribution of Redistributables. The records shall be adequate to determine Licensee’s compliance with the provisions of this Agreement and to demonstrate the number of Designated Users and Redistributables distributed by Licensee. The records shall conform to good accounting practices reasonably acceptable to The Qt Company.

Licensee shall, within thirty (30) days from the end of each calendar quarter, deliver to The Qt Company a report detailing the number of Designated Users and copies of Redistributables distributed by Licensee during that calendar quarter, and also detailing the number of undistributed copies of Redistributables made by Licensee and remaining in its account (i.e., undistributed copies for which Distribution Licenses have been or need to be obtained from The Qt Company).  Such report shall contain such other information as The Qt Company shall 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 use of the Redistributables, 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. 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 immediately pay The Qt Company any amounts owed for such unauthorized use.

In addition, in the event the audit reveals a material violation of the terms of this Agreement (underpayment of more than 5% of License Fees shall always 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 Term

This Agreement shall enter into force upon due acceptance by the Licensee and remain in force for the Term, unless and until terminated pursuant to the terms of this Section 12.

12.2 Termination by The Qt Company

The Qt Company shall have the right to terminate this Agreement upon thirty (30) days prior written notice if (i) the Licensee is in material breach of any obligation of this Agreement and fails to remedy such breach within such notice period; (ii) or Licensee or any of its Affiliates bring a suit before any court or administrative agency or otherwise assert a claim against The Qt Company’s or any of its Affiliates’ Intellectual Property Rights or validity 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 for any reason, Licensee shall, within 30 days after such termination, 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 for reason other than by The Qt Company pursuant to Section 12.2, 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).

 

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 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

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.

14.4 Entire Agreement

This Agreement, the exhibits hereto, the License Certificate and any applicable Purchase Order 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.

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 shall apply unless expressly accepted by The Qt Company in writing.

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 The Qt Company in the beginning of this Agreement, and for the Licensee in the Licensee’s account profile. 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 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 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.

 

IN WITNESS WHEREOF, the Parties hereto, intending to be legally bound hereby, have caused this Agreement to be executed by Licensee’s authorized representative installing the Licensed Software and accepting the terms hereof in connection therewith.

 

Appendix 1

1. Parts of the Licensed Software that are permitted for distribution in object code form only (“Redistributables”) under this Agreement:

– The Licensed Software’s essential and add-on libraries

– The Licensed Software’s configuration tool (“qtconfig”)

– The Licensed Software’s help tool (“Qt Assistant”)

– The Licensed Software’s internationalization tools (“Qt Linguist”, “lupdate”, “lrelease”)

– The Licensed Software’s QML (“Qt Quick”) launcher tool (“qmlscene” and “qmlviewer”)

– The Licensed Software’s installer framework

 

2. Parts of the Licensed Software that are not permitted for distribution include, but are not limited to:

– The Licensed Software’s source code and header files

– The Licensed Software’s documentation

– The Licensed Software’s documentation generation tool (“qdoc”)

– The Licensed Software’s tool for writing makefiles (“qmake”)

– The Licensed Software’s Meta Object Compiler (“moc”)

– The Licensed Software’s User Interface Compiler (“uic” or in the case of Qt Jambi: “juic”)

– The Licensed Software’s Resource Compiler (“rcc”)

– The Licensed Software’s generator (only in the case of Qt Jambi if applicable)

– The Licensed Software’s parts of the IDE tool (“Qt Creator”)

– The Licensed Software’s Emulator

– Build scripts, recipes and other material for creating the configuration of Licensed Software and/or 3rd party components, including the reference operating system configuration delivered in conjunction with the Licensed Software

 

Qt SILVER SUPPORT TERMS AND CONDITIONS

Agreement version 3.0

Qt Silver Support is provided by The Qt Company (“The Qt Company”), to you (either an individual or a legal entity) (“Customer”) according to the following terms and conditions (“Agreement.

If you do not agree to these terms and conditions contained herein, you may not utilize the services provided under this Agreement.

 

1.  DEFINITIONS

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

“Designated User(s)” shall mean the employee(s) of Customer acting within the scope of employment or Customer’s consultant(s) or contractor(s) acting within the scope of their services for Customer and on behalf of Customer for whom Customer has purchased Support. Such Designated User(s) shall be named individuals.

“Errors” shall mean an error, flaw, mistake, failure, or fault in Qt Commercial that prevents it from behaving as agreed.

“Extended Support” shall mean a separately purchased continuation to the standard support period, which allows Designated Users to receive Support for a Qt version that is no longer supported. Extended Support shall be purchased for all Designated User(s) in the development team.

“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 (if one is specified); or (ii) the date Support was first made available to Customer, unless and until earlier terminated in accordance with Section 9.  If a different period of time is specified in The Qt Company’s quotation to Customer under this Agreement, the Initial Term shall mean the period of time specified in such quotation.

“Qt ” shall mean the Qt computer software products, “online” or electronic documentation, associated media and printed materials, including the source code, example programs and the documentation delivered by The Qt Company or an authorized reseller to Customer under a commercial license agreement (“License Agreement”).

“Platforms” shall mean the commercially licensed desktop, embedded, mobile and RTOS platforms for which Customer has purchased Support.

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

“Response Time” shall mean the period of time from when Customer notifies The Qt Company about an Error or requests Support until The Qt Company provides Customer with a response that addresses (but not necessarily resolves) the technical problem presented in the reported Error or provides the requested Support.

“Support” shall mean developer assistance that is provided by The Qt Company to assist eligible Designated Users in Qt installation, usage, functionality problem resolution for Error(s) and Error workarounds pursuant to the terms of this Agreement.

“The Qt Company” shall mean:

(i)        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

(ii)       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.

 

2. SUPPORT SERVICES

2.1       Support Services Provided by The Qt Company

Subject to the terms and conditions of this Agreement, The Qt Company will, by e-mail or via its web based support user interface, provide Designated User(s) with Support for the Platforms which Customer has licensed, or for which Customer has purchased Support, from The Qt Company.

The Qt Company shall invest a commercially reasonable time and effort in providing Support and in the resolution of a reported Error(s) and will provide the Designated User with a response addressing the Error.  The Qt Company will make commercially reasonable efforts to solve Errors in The Qt Company released versions of Qt software products.  In many instances, the earliest possible resolution of an Error will be for the Designated User to get access to a fix through downloading of the next released version of the applicable Qt software product(s), depending on when the Error is reported and the established release schedule for the affected Qt software product(s).  If possible, The Qt Company will, however, provide the Designated User with a temporary workaround addressing such Error.

2.2       Customer’s Obligations

To report an Error, the Designated User shall register the Error on The Qt Company’s web-based support user interface located at:  https://account.qt.io/login or at another location reasonably designated by The Qt Company.

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

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

(i)        A clear, detailed description of the problem, question or suggestion;

(ii)       Identification of which Qt product and version is affected;

(iii)     Identification of which operating environment on which the problem exists, including the operating system, hardware Platform, build tools, etc.

(iv)      A complete and compilable test case of not more than 500 lines of code that demonstrates the problem;

(v)        Additional relevant content, such as screenshots, etc.  Additional content should be included as email attachments.  The preferred image formats are JPEG and PNG.  Compressed content should be included in zip or tar.gz archives.  Executable content and documents in platform specific formats such as Microsoft Office® are not accepted.

In order for The Qt Company to provide prompt handling of Errors, the Designated User shall promptly respond to requests from The Qt Company for additional information.

2.3       Support Limitations

(i)        Regular Releases of Qt:  A commercially licensed Qt software product version x.y.z will be supported for one (1) year from the release date of the version x.y.0.

(ii)       Long Term Support Releases of Qt: Certain commercially licensed Qt software product version x.y.z may be labelled as Long Term Support version with Support period of three (3) years from the release date of the version x.y.0.

(iii)     Extended Support: Support period of both Regular Releases and Long Term Support releases of Qt can be continued beyond the standard Support periods with Extended Support.

(iv)      Pre-Release Version Support:  Support is not provided for snapshots, preview releases, beta releases or release candidates.

(v)        The Qt Company shall have no obligation to provide Support for hardware problems or Qt software products which have been subject to improper use, accident, neglect or modification.

(vi)      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).

(vii)     The Qt Company shall only provide Support for activities in which the Designated User is involved and shall limit its Support to Designated User(s).

(viii)    All the persons developing Applications (as defined in the applicable License Agreement between The Qt Company and Customer) have to be Designated Users, i.e. persons to whom Customer has duly purchased the Support. It is not allowed to purchase Support or Extended Support only for some members of the development team.

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

 

3. RESPONSE TIME

3.1       Errors and Support requests will have a Response Time not to exceed two (2) business days.

3.2       For complex issues, The Qt Company may provide an initial response to the Designated User and then follow up, without undue delay, with additional communication before an Error is resolved or Support provided.

 

4.  RENEWALS

4.1       Customer may purchase a renewal of Support for Designated User(s) at the end of the Initial Term at The Qt Company’s then current prices for such Support.  Note that as defined in section 2.3 (viii) renewal has to be purchased for the whole development team.

 

5. RELEASES AND VERSIONS

The primary focus of maintenance releases is product stability.  Therefore, the following types of changes will typically be included in the next Qt software maintenance release (x.y.z+1):

(i)        Bug fixes caused by changes to previously working code;

(ii)       Fixes related to build issues on supported Platforms;

(iii)     Defect repairs specific to a single Platform that are not present on other Platforms;

(iv)      Critical defect repairs within the Qt software products, including but not limited to crashes, data corruption, loss of data, race conditions; and

(v)        Updates to documentation and license information when deemed necessary by The Qt Company.

 

6. WARRANTY DISCLAIMER

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

 

7. LIMITATION OF LIABILITY

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

 

8. 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 8 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.

 

9. TERM AND TERMINATION

9.1       Term

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 this Section 9.

9.2       Termination

The Qt Company shall have the right to terminate this Agreement upon thirty (30) days prior written notice if the Licensee is in material breach of any obligation of this Agreement 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.

Expiry or termination of this Agreement 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 Licensee shall immediately pay to The Qt Company all such fees upon the effective date of termination.

 

10. 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 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.

 

11. GENERAL PROVISIONS

11.1     No Assignment

Customer shall not be entitled to assign or transfer all or any of its rights, benefits and obligations under this Agreement without the prior written consent of The Qt Company, which shall not be unreasonably withheld or delayed. The Qt Company shall be entitled to freely assign or transfer any of its rights, benefits or obligations under this Agreement.

11.2     Surviving Sections

Any terms and conditions that by their nature or otherwise reasonably should survive a cancellation or termination of this Agreement shall also be deemed to survive.

11.3     Entire Agreement

This Agreement and, where relevant, the License Agreement, constitutes the complete agreement between the Parties and supersedes all prior or contemporaneous discussions, representations, and proposals, written or oral, with respect to the subject matters discussed herein.

11.4     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 Customer’s purchase order shall apply unless expressly accepted by The Qt Company in writing.

11.5     Payment and Taxes

Fees payable for the Support and payment thereof shall be defined in the License Agreement, The Qt Company’s standard price list, quote or purchase order confirmation, as the case may be.

Unless otherwise agreed, all payments under this Agreement are due within thirty (30) days of the date The Qt Company mails its invoice to Customer.

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.

The Qt Company shall have the right to suspend delivery of the Support or terminate the Agreement, should Customer fail to make payment in a timely fashion.

All fees and other charges payable hereunder are gross amounts but exclusive of any value added tax, use tax, sales tax and other taxes, duties or tariffs (“Taxes”). Such applicable Taxes shall be paid by Licensee, or, where applicable, in lieu of payment of such Taxes, Licensee shall provide an exemption certificate to The Qt Company and any applicable authority.

11.6     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.

11.7     Notices

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

Notices to The Qt Company shall be given to:

The Qt Company Ltd
Attn: Legal
Bertel Jungin aukio D3A
00260 Espoo
Finland
11.8     No Implied License

There are no licenses, implied licenses or other implied rights granted under this Agreement, and all rights, save for those expressly granted hereunder, shall remain with The Qt Company and its licensors.

11.9     Attorney Fees

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

11.10   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 ACCOUNT SERVICE TERMS

Version 3.0

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 on the Services (“Feedback”). You grant to The Qt Company, under all of your intellectual property rights, a worldwide, non-exclusive, perpetual, irrevocable, royalty-free right to: (a) use, copy and modify the Feedback and to create derivative works of the Feedback, and (b) make (and have made), sell, offer for sale, lease and otherwise distribute any The Qt Company software products or services using or containing the Feedback, and (c) sublicense the rights to use the Feedback to enable the use of The Qt Company´s possible products and/or services.

5.LIMITATIONS OF LIABILITY

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

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

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

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

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

6. GOVERNING LAW AND DISPUTE SETTLEMENT

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

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

7. VALIDITY OF THE AGREEMENT

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

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

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

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

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

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

8. PERSONAL INFORMATION

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

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

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

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

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

9. OTHER TERMS

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

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

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

LEGAL NOTICE

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

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

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

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

PRIVACY POLICY

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

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

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

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

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

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