Appendix: License Terms for Axivion Products
Version 2023-06, compliant with Qt Frame Agreement 2023-06 or later
This Appendix for Axivion Products is an integral part of the Frame Agreement and specifies the legal terms for the licensing of Axivion Products between The Qt Company and the Customer.
1. DEFINITIONS
1.1. Capitalized words used in these Qt License Terms shall have the meanings described in the Frame Agreement or as defined below.
1.2. “Add-on Products” shall mean The Qt Company’s specific add-on software products which are not licensed as part of The Qt Company’s standard product offering, but shall be included into the scope of Licensed Software only if so specifically agreed between the Parties.
1.3. “Axivion Products” or “Licensed Software” shall mean software libraries and tools as defined in Exhibit 1 hereto depending on which product(s) the Customer has purchased under the Purchase Document.
1.4. “Axivion Site” shall mean Customer’s project team, organization or other corresponding unit specified in the confirmation of the Purchase Document for the Axivion Products.
1.5. “Customer’s Records” shall mean books and records that contain information related to Customer’s compliance with the Frame Agreement and this Appendix for Axivion Products, including, but not limited to Technical Team Member and Axivion Site information .
1.6. “Evaluation License Term” shall mean a time period specified in the License Key for the Customer to use the relevant Axivion Products for evaluation purposes according to Section 2.2 of this Appendix for Axivion Products.
1.7. “License Key” shall mean an electronic key generated by The Qt Company for Customer in relation to the download of the Licensed Software. License Keys will specify relevant information pertaining to the scope of the Licensed Software subscription purchased by Customer (e.g., authorized Site designation and number of authorized Technical Team Members) .
1.8. “License Fee” shall mean the fee charged to the Customer for rights granted under these Axivion Products License Terms, as set forth in the relevant Purchase Documents.
1.9. ”License Term” shall mean the agreed validity period of the Axivion Products license subscription during which the Customer may use Axivion Products pursuant to these terms. Agreed License Term, as ordered and paid for by the Customer, shall be memorialized in the applicable License Key.
1.10. “Renewal Term” shall mean an extension or renewal of the previous License Term as agreed between the Parties.
1.11. "Technical Team Members” or “TTM” shall mean software architects, developers and quality engineers working in or for the Axivion Site and involved in software projects that is analyzed using Axivion Products.
1.12. “Third-Party Software" shall have the meaning set forth in Section 4 of this Appendix for Axivion Products.
1.13. “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 may make Updates available to the Customer under the Support. Updates shall be considered as part of the Licensed Software hereunder.
1.14. “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 Customer under the Frame Agreement, they shall be considered as part of the Licensed Software hereunder.
2. LICENSE GRANTED
2.1. Axivion Products License
2.1.1. Subject to compliance with the Agreement, The Qt Company grants to Customer a worldwide, non-exclusive, non-transferable license, valid for the 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 Customer 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 Purchase Document, the Customer shall be obliged to pay The Qt Company fees commensurate with the additional usage.
2.1.2. Upon expiry of the initially agreed License Term, the respective License Term shall be automatically extended to one or more Renewal Term(s), unless and until either Party notifies the other Party in writing, or any other method acceptable to The Qt Company (it being specifically acknowledged and understood that verbal notification is explicitly deemed inadequate in all circumstances), that it does not wish to continue the License Term, such notification to be provided to the other Party no less than thirty (30) days before expiry of the respective License Term. The Qt Company shall, in good time before the due date for the above notification, remind the Customer on the coming Renewal Term. Unless otherwise agreed between the Parties, Renewal Term shall be twelve (12) months.
2.1.3. Any Renewal Term shall be subject to License Fees agreed between the Parties or, if no advance agreement exists, subject to The Qt Company’s standard list pricing applicable at the commencement date of any such Renewal Term.
2.1.4. Without the consent of The Qt Company, the Customer shall not:
- adjust, modify, decompile, or otherwise amend the Axivion Products;
- connect the Axivion Products to other programs in a manner other than via the interfaces provided within Axivion Products for this purpose;
- remove, circumvent, or modify copy protection mechanisms, elements of the program serving a digital rights management (DRM), security codes (if any) or features serving as identification of the Axivion Products, including the electronic key; or
- remove information, as contained in Axivion Products and program documentation or remove or alter any copyright, trademark or other proprietary rights notice(s) contained in any portion of the Axivion Products
- use Axivion Products in any manner or for any purpose that infringes, misappropriates or otherwise violates any Intellectual property or right of any third party, or that violates any applicable law;
- use The Qt Company's or any of its suppliers' names, logos, or trademarks to market its products without written permission of The Qt Company;
- distribute, transfer, publish, disclose, display or otherwise make the Axivion Products available in any part, separately or as part of any software package, to any third party; and
2.1.5. 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.
2.1.6. Solely to the extent that any of the above terms conflict with mandatory applicable provisions of law, such terms shall not apply.
2.1.7. Any use of Licensed Software beyond the provisions of this Appendix for Axivion Products is strictly prohibited and requires, at a minimum, an additional license from The Qt Company.
2.2. Evaluation License
2.2.1. Subject to the terms of this Appendix for Axivion Products, the Qt Company grants to Customer a worldwide, non-exclusive, non-transferable license, valid for the Evaluation License Term to use the relevant Licensed Software product solely for the Customer’s internal use to evaluate and determine whether the Licensed Software meets Customer's business requirements, specifically excluding any commercial use of the Licensed Software or any derivative work thereof.
2.2.2. Upon the expiry of the Evaluation License Term, Customer must either discontinue use of the relevant Licensed Software or acquire a commercial license the relevant Licensed Software.
3. THIRD-PARTY SOFTWARE
3.1. The Licensed Software may provide links or access to third party libraries or code (collectively "Third-Party Software") to implement various functions. Third-Party Software does not comprise part of the Licensed SoftwareThird-Party Software will be listed and documented in the Axivion Products documentation (e.g., the Axivion Products copyright guide) as such may be amended from time to time. Customer acknowledges that use or distribution of Third-Party Software is in all respects subject to the applicable license terms of such third-party right holders.
4. PRE-RELEASE CODE
4.1. The Licensed Software may contain pre-release code and functionality, or sample code marked or otherwise stated with appropriate designation such as “Technology Preview”, “Alpha”, “Beta”, “Experimental”, “Sample”, “Example” etc. (“Pre-Release Code”).
4.2. Such Pre-Release Code may be made available to Customer on a complimentary basis, in order to provide experimental support or information for new platforms or preliminary versions of one or more new functionalities or for other similar reasons. The Pre-Release Code may not be at the level of performance and compatibility of a final, generally available, product offering. The Pre-Release Code may not operate correctly, may contain errors and may be substantially modified by The Qt Company prior to the first commercial product release, if any. The Qt Company is under no obligation to make Pre-Release Code commercially available, or provide any Support or Updates relating thereto. The Qt Company assumes no liability whatsoever regarding any Pre-Release Code; any use thereof is exclusively at Customer’s own risk and expense.
5. SUPPORT AND UPDATES
5.1. Upon due payment of the agreed License Fees, the Customer will be eligible to receive Support and Updates during the agreed License Term or other agreed fixed time period. Support is provided according to agreed support level and subject to the applicable support terms.
5.2. Unless otherwise decided by The Qt Company at its free and absolute discretion, Upgrades will not be included in the support but may be available subject to additional fees.
5.3. From time to time The Qt Company may change the applicable support terms, provided that during the respective ongoing support period the level of support may not be materially reduced without the consent of the Customer.
5.4. Unless otherwise agreed, The Qt Company shall not be responsible for providing any service or support to Customer’s Customers.
6. PURCHASE OF LICENSES
6.1. License Fees. License Fees are described in the Purchase Document.
6.2. Ordering Licenses
6.2.1. Customer may order Axivion Products 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 the order.
6.2.2. Unless expressly otherwise agreed, any price or other term quoted to the Customer shall only be valid for the thirty (30) days from the effective date of the Purchase Document.
7. RECORD-KEEPING AND REPORTING OBLIGATIONS; AUDIT RIGHTS
7.1. Customer’s Record-keeping
7.1.1. Customer shall at all times during the term of the Frame Agreement or the validity period of any of the licenses hereunder, whichever is later, and for a period of two (2) years thereafter maintain Customer’s Records in an accurate and up-to-date form. Customer’s Records shall be adequate to reasonably enable The Qt Company to determine Customer’s compliance with the provisions of the Frame Agreement. The records shall conform to general good accounting practices.
7.1.2. Customer shall, within thirty (30) days from receiving The Qt Company’s request to that effect, deliver to The Qt Company a report based on Customer’s Records, such report to contain information, in sufficient detail, on the Customer’s use of Axivion Products hereunder.
7.2. The Qt Company’s Audit Rights
7.2.1. The Qt Company or an independent auditor acting on behalf of The Qt Company’s, may, upon at least thirty (30) days’ prior written notice and at its expense, audit Customer with respect to the Customer’s use of the Licensed Software, but not more frequently than once during each 6-month period. Such audit may be conducted by mail, electronic means or through an in-person visit to Customer’s place of business. Any possible in-person audit shall be conducted during regular business hours at Customer's facilities and shall not unreasonably interfere with Customer's business activities and shall be limited in scope to verify Customer’s compliance with the terms of the Frame Agreement. The Qt Company or the independent auditor acting on behalf of The Qt Company shall be entitled to inspect Customer’s Records and conduct necessary interviews of Customer’s relevant employees and Contractors. All such Customer’s Records and use thereof shall be subject to an obligation of confidentiality under the Frame Agreement.
7.2.2. If an audit reveals that Customer is using the Licensed Software beyond scope of the agreed-upon License grant, Customer shall pay to The Qt Company any amounts owed for such unauthorized use within 30 days from receipt of the corresponding invoice from The Qt Company.
7.2.3. In addition, in the event the audit reveals a material violation of the terms of the Frame Agreement (without limitation, underpayment of more than 10 % of License Fees or 10,000 euros (whichever is more), then the Customer shall pay The Qt Company's reasonable cost of conducting such audit.
8. TERMINATION
8.1. Termination of Licenses
8.1.1. The Qt Company may terminate all Customer’s rights to any and all Licensed Software (including access to Support), if the Customer:
- commits a material breach of this Appendix for Axivion Products or terms of the Frame Agreement and has not remedied the breach within a reasonable period of time (which shall be no less than 30 days) of The Qt Company’s written notice specifying the breach, or
- becomes bankrupt, insolvent or goes into liquidation or debt restructuring.
8.2. Suspension of Rights
8.2.1. Instead of termination, The Qt Company shall have the right to suspend or withhold grants of any and all rights to the Licensed Software (including Support) hereunder, should Customer fail to make payment in timely fashion or otherwise violates or is reasonably suspected to violate its obligations or terms under the Frame Agreement, and where such violation or breach is not cured within ten (10) business days following The Qt Company’s written notice thereof.
8.3. Parties´ Rights and Duties upon Termination
8.3.1. Upon expiry or termination of the Axivion Products Licenses, Customer shall cease and shall cause all Technical Team Members to cease using the Axivion Products.
8.3.2. Upon such expiry or termination of the Axivion Products Licenses, the Customer shall destroy or return to The Qt Company all copies of the Axivion Products and all related materials and will certify the same by Customer’s duly authorized officer to The Qt Company upon its request, provided however that Customer may retain and exploit such copies of the Axivion Products as it may reasonably require for archiving purposes or as may be required under applicable law.
8.3.3. Expiry or termination of any of Customer’s licenses hereunder for any reason whatsoever shall not relieve Customer of its obligation to pay any License Fees accrued or payable to The Qt Company prior to the effective date of termination, and Customer pay to The Qt Company all such fees within thirty (30) days from the effective date of termination of the licenses.
