Amendment to Qt License Agreement

AXIVION AMENDMENT (2023-04) TO QT LICENSE AGREEMENT 4

This Amendment (the “Amendment”) to Qt License Agreement (the “Agreement”) signed [month] [date], [2023] by and between Qt Company ("The Qt Company"), with its registered office at Miestentie 7, FI-02150 Espoo, Finland and [Licensee company], with registered address at [address] (“Licensee”).

WHEREAS, the parties entered into the Agreement wish to amend the same in accordance with the terms hereof.

IT IS HEREBY AGREED:

1. All the terms, not otherwise defined herein, shall have the meanings described in the Agreement.

2. The following terms of the Agreement shall be amended as follows: 

Section 1: Definitions

Definition of “Axivion Products” shall be added as follows:

“Axivion Products” shall mean software libraries and tools as defined in Appendix 1 depending on which product(s) the Licensee has purchased under the Agreement. 

Definition of “Axivion Site” shall be added as follows:

“Axivion Site” shall mean project team, organization or other corresponding unit specified in the order confirmation and using Axivion Products.

“Development License Term” shall be amended to read as follows:

“Development License Term” shall mean the agreed validity period of the Development License or QA Tools license or Axivion Products license during which time the relevant Licensed Software product can be used pursuant to this Agreement. Agreed Development License Term, as ordered and paid for by the Licensee, shall be memorialized in the applicable License Certificate except for Axivion Products where the applicable Development License Term shall be stated in the respective order confirmation. 

“Licensed Software” shall be amended to read as follows: 

“Licensed Software” shall mean specified product of commercially licensed version of Qt Software and/or QA Tools and/or Axivion Products defined in Appendix 1 and/or Appendix 3, which Licensee has purchased and which is provided to Licensee under the terms of this Agreement. Licensed Software shall include corresponding online or electronic documentation, associated media and printed materials, including the source code (where applicable), example programs and the documentation. Licensed Software does not include Third Party Software (as defined in Section 4) or Open Source Qt. The Qt Company may, in the course of its development activities, at its free and absolute discretion and without any obligation to send or publish any notifications to the Licensee or in general, make changes, additions or deletions in the components and functionalities of the Licensed Software, provided that no such changes, additions or deletions will affect the already released version of the Licensed Software, but only upcoming version(s).  

Definition of “Technical Team Members” shall be added as follows:

“Technical Team Members” (TTM) shall mean software architects, developers and quality engineers working in Axivion Site and involved in software projects that is analyzed using Axivion Products.

Section 3.7: License for Axivion Tools

Subject to the terms of this Agreement, The Qt Company grants to Licensee a worldwide, non-exclusive, non-transferable license, valid for the Development License Term, to load, display, run, transfer and store Axivion Products for operational purposes of the Axivion Site and with the maximum number of Technical Team Members, whereby the Licensee is permitted to install an unlimited number of copies of the Axivion Products identified with the respective electronic key of the Axivion Site (“Axivion Site License”). If the number of Technical Team Members of a Axivion Site exceeds the maximum number indicated in the confirmation of the order, the Licensee shall be obliged to purchase an equivalent extension of the license.

Without the consent of The Qt Company the Licensee shall not adjust, modify, or otherwise amend the Axivion Products, to connect the Axivion Products to other programs in a manner other than via the interfaces provided for this purpose, to decompile it to another display format, to remove, circumvent, or modify copy protection mechanisms, elements of the program serving a digital rights management (DRM), security codes, if any, or features serving the identification of the Axivion Products, including the electronic key, or to remove information, as contained in Axivion Products and program documentation.

The Qt Company is entitled to control compliance with the foregoing provisions through technical means and to use technical means, including but not limited to a program-lock, to ensure compliance with these provisions. 

Appendix 1: Licensed Software

A new Section titled “Licensed Software: Axivion Products” shall be added to Appendix 1 with the content set forth in Appendix 1 hereto.

Appendix 9: Support Terms

A new Section 7 titled “Support for Axivion Products” shall be added to Appendix 9 with the content set forth in Appendix 2 hereto.

3.    This Amendment will be governed by the same laws than those governing the Agreement.