Clate Evaluation Agreement

Version 2026-10

1. Customer (as defined below) must read and accept this Clate Evaluation Agreement ( “Agreement”) in order to use Clate provided on an evaluation basis. If Customer does not agree to all terms of this Agreement, Customer should not accept this Agreement. Customer agrees that Customer has had sufficient opportunity to review this Agreement, understand its contents, and seek independent legal advice regarding this Agreement.

1.1. Solely for Clate. This Agreement does not license any other Qt product. Using, designing, developing or distributing software with Qt requires a separate license from The Qt Company, and is not governed under this Agreement.

1.2. Unless otherwise provided in a signed or accepted agreement between Customer and The Qt Company Oy located at Miestentie 7, 02150 Espoo, Finland (“The Qt Company”), this Qt Clate Evaluation Agreement (“Agreement”) governs Customer’s use and evaluation of Clate (as defined below) provided to Customer for evaluation purposes. The parties above are hereinafter individually referred to as a “Party”and collectively as the “Parties”.

2. DEFINITIONS

2.1. “Affiliate” means an entity that controls, is controlled by, or is under common control with a party.

2.2. “AI Provider” means a third-party AI provider that a Designated User connects to Clate’s AI Assistant.

2.3. “Clate” means the beta version of Clate, a standalone design software product that The Qt Company provides and makes available to Customer under this Agreement for evaluation, together with its documentation.

2.4. “Customer” shall mean the entity agreeing to this Agreement (whether through online acceptance of this Agreement or signature below). By entering into this Agreement, Customer agrees that the entity which Customer represents agrees to be bound by this Agreement. 

2.5. “Designated Users” means individuals employed by Customer who have a Qt Account and use Clate for Customer’s evaluation.

2.6. “Evaluation License Term” means a term of three (3) months unless and until extended by The Qt Company (or superceded by a required new evaluation version of Clate). Each evaluation version of Clate requires acceptance of the then-current Clate terms and conditions applicable to such evaluation version. “License Information” means the information The Qt Company makes available for each Designated User (for example, in the user’s Qt Account) identifying the Evaluation License Term and related details.

2.7. “Qt Account” means the user account with The Qt Company that identifies a Designated User and is required to use Clate.

2.8. “Third Party Software” means third-party components provided with or required to use Clate, that are not part of Clate. 

3. OWNERSHIP 

3.1. Clate is licensed, not sold. It is protected by copyright and other intellectual property laws and treaties.

3.2. The Qt Company and its licensors retain all Intellectual Property Rights in Clate. No rights are assigned or granted to Customer except the evaluation license in Section 5.

3.3. As between The Qt Company and Customer, Customer retains all rights in the design assets and files they produce with Clate and in the prompts they enter into the Clate AI. This does not transfer any rights in Clate itself or in any content The Qt Company supplies with it.

4. LICENSES GRANTED

4.1. Evaluation License. Subject to the terms of this Agreement, The Qt Company grants Customer a worldwide, non-exclusive, non-transferable, non-sublicensable, royalty-free license, for the Designated Users, to use Clate solely for Customer’s internal evaluation during the Evaluation License Term.

4.2. Further Requirements

4.2.1. The licenses granted in this Agreement are conditional and subject to Customer's compliance with the following terms:

(i) Customer shall not, and shall not permit any third party (including any Customer affiliate or contractor) to (a) reverse engineer, decompile, or disassemble Clate, except to the extent applicable law permits despite this restriction; (b) copy or create similar works or products derived from Clate; (c) publish benchmark or performance results for Clate without The Qt Company’s prior written consent; (d) remove or alter any copyright, trademark or other proprietary rights notice(s) contained in any portion of Clate; or (e) use Clate in any manner or for any purpose that infringes, misappropriates or otherwise violates any Intellectual Property Right or right of any third party, or that violates any applicable law

(ii) Commercial and production use of Clate provided under this Agreement is entirely at Customer’s own risk and liability. Clate provided under this Agreement is a beta product and not intended for production use. 

4.2.2. Any use of Clate beyond the provisions of this Agreement is strictly prohibited and requires, at a minimum an additional license from The Qt Company.

5. THIRD PARTY SOFTWARE. Third Party Software is not part of Clate, is provided free of charge, and is identified in the materials delivered with Clate. Customer’s use of Third Party Software is governed by the applicable third-party license terms.

6. AI TERMS.

6.1. Clate AI. AI services may be provided by The Qt Company as a part of Clate (“Clate AI”). This may include machine learning, natural language processing, computer vision, data analytics, and integration or ability to use Clate with third-party large language models or AI providers. Clate AI can connect Clate to an AI Provider chosen by Customer. Using it is optional and requires the user’s own account with that provider.

6.2. AI Providers. AI Provider services (e.g., LLMs) constitute independent Third-Party Software. They are not a part of Clate. The AI Provider’s terms govern use of its service, including data handling, fees, and ownership of Outputs as between Customer and the provider. The Qt Company does not control AI Provider services and is not responsible for them or their fees. Clate does not store the user’s sign-in credentials or conversations with the AI Provider.

6.3. Inputs. “Inputs” means the prompts, files, and other materials Customer submits through Clate AI. Customer decides what to share, warrants that it has the right to submit its Inputs, and does so at its own risk. Customer is solely responsible for its Inputs and the consequences of submitting them.

6.4. Outputs. For any Outputs ( e.g., responses generated via use of Clate AI), The Qt Company claims no rights in Outputs, except that its own intellectual property contained in them remains subject to this Agreement. Other than such intellectual property of The Qt Company, as between The Qt Company and Customer, Customer retains all rights to Outputs and is solely responsible for deciding whether they are correct, suitable, and lawful to use. 

6.5. Responsibility. Customer is responsible for the acts and omissions of its Designated Users in connection with Clate AI.

7. LIMITED WARRANTY AND DISCLAIMER.

7.1. The Qt Company hereby represents and warrants that: it has the power and authority to grant the rights and licenses granted to Customer under this Agreement. Except to the extent set forth above, the Services are delivered to Customer "as is" and to the maximum extent permitted by applicable law, exclusive of other warranties, whether express, implied, or otherwise. 

7.2. Design files and prompts are stored on the Designated User’s local drive. Customer is responsible for backing them up. The Qt Company does not host or process such prompts and files, and does not act as Customer’s data processor.

7.3. The Qt Company provides no support, maintenance, or service level for Clate. Customer may report bugs through the channels The Qt Company designates, and The Qt Company has no obligation to fix them.

7.4. Beta status and changes. Clate is a pre-release beta (technology preview) and is subject to change at any time. The Qt Company may change, add, suspend, or remove features, or discontinue the Beta, at its discretion and without notice. The Qt Company has no obligation to release a commercial version of Clate or any particular feature. Support is not provided under this Agreement. 

8. CONFIDENTIALITY

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

8.2. Each Party shall limit access the other Party’s Confidential Information only to those of its employees, Affiliates or financial or legal advisors who need access to the Confidential Information for the proper performance of the Party’s rights and obligations under the Agreement. Each Party shall ensure that the persons receiving Confidential Information of the other Party are bound by confidentiality obligations not less restrictive than those stipulated herein. Each Party shall protect the confidentiality of the other Party’s Confidential Information with at least the same degree of security as it exercises to its own confidential information, but no less than a standard of reasonable care.  

8.3. The confidentiality obligation stipulated herein shall not be applied to material and information which: (i) has become generally available or otherwise public; (ii) becomes generally available or otherwise public due to a reason other than the negligence or omission of the recipient or its personnel or other actions in violation of agreements between the parties or  applicable legislation; (iii) the Party has lawfully received from a third party without any obligation of confidentiality; (iv) was lawfully in the possession of the receiving Party prior to receipt of the same from the other Party without any obligation of confidentiality related thereto; (v) a Party has developed independently without using material or information received from the other Party; or (vi) a Party must disclose pursuant to law, decree or other order issued by competent regulatory or governmental body or other public authority or a judicial order, in which case the Party shall, to the extent permitted by applicable law, inform the other Party in writing of the disclosure of information prior to such disclosure.  

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

9. LIMITATION OF LIABILITY. EXCEPT FOR (I) CASES OF GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, OR (III) WHERE REQUIRED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOST PROFITS, LOSS OF DATA, LOSS OF BUSINESS OR GOODWILL OR ANY OTHER INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE COST, DAMAGES OR EXPENSE OF ANY KIND, HOWSOEVER ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT AND EXCEPT IN CASES OF (I), (II), OR (III), IN NO EVENT SHALL THE QT COMPANY’S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED FIVE HUNDRED (500) EUROS. 

10. TERM AND TERMINATION

10.1. This Agreement shall enter into force upon acceptance of this Agreement by Customer and confirmation of evaluation by The Qt Company. 

10.2. This Agreement shall remain in force until the expiration of the Evaluation License Term. In addition, The Qt Company may terminate this Agreement immediately if The Qt Company has a reason to believe that Customer has breached the terms of this Agreement.

10.3. Upon expiry or termination of the Agreement, (a) Customer shall cease using Clate; and (b) Customer shall destroy or return to The Qt Company all copies of the Clate documentation and all related materials and will, upon request, certify the same by Customer’s duly authorized officer to The Qt Company upon its request.

11. GOVERNING LAW AND DISPUTE RESOLUTION. This Agreement shall be construed and interpreted in accordance with the laws of Finland, excluding its choice of law provisions. All disputes arising out of or in connection with this Agreement shall be finally settled in accordance with the laws of Finland, excluding its choice of law provisions, in the courts of Helsinki, Finland. This Section shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. 

12. MISCELLANOUS.

12.1. Any terms and conditions that by their nature or otherwise reasonably should survive termination of this Agreement shall so be deemed to survive (e.g., Sections 3, 4, 6, 7, 8, 9, 11, and 12). This Agreement 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. Each evaluation of Clate, and each new version made available for evaluation, is subject to Qt’s then-current evaluation terms and conditions. Qt may require Customer to accept such terms before it is provided access, and such evaluation or version is governed by the then-current evaluation terms. No standard terms and conditions or provisions of any Customer purchase order or other ordering form that Customer may use in connection with the acquisition of services will modify or affect this Agreement, the parties agree that any such terms and conditions are void with no legal effect. 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. If such an event results in a delay or non-performance for a period of three (3) months or longer, then either Party shall have the right to terminate the Agreement with immediate effect without any liability other than previously incurred payment obligations. 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. 

12.2. Qt Account. Using Clate requires a Qt Account, which acts as the user’s ID. With the user’s opt-in only, The Qt Company may also collect additional information linked to the Qt Account, such as the user’s role, team size, and interest in giving feedback, for marketing and product purposes.

12.3. No Assignment. Customer shall not be entitled to assign or transfer all or any of its rights, benefits and obligations under this Agreement. The Qt Company shall be entitled to freely assign or transfer any of its rights, benefits or obligations under this Agreement.

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

12.5. Evaluation Information. Customer agrees and acknowledges that information regarding use of Clate will be handled in accordance with The Qt Company’s Privacy Policy (including its Telemetry Statement), available at https://www.qt.io/terms-conditions/privacy-policy. 

12.6. Export Control. Customer acknowledges that Clate or portions thereof, may be subject to export control restrictions under the applicable laws of respective countries. Customer shall fully comply with all applicable export license restrictions and requirements, economic sanctions restrictions, as well as with all laws and regulations relating thereto, and shall procure all necessary governmental authorizations, including without limitation, all necessary licenses, approvals, permissions, or consents, where necessary.