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authorJason McDonald <jason.mcdonald@nokia.com>2009-04-07 07:31:51 (GMT)
committerJason McDonald <jason.mcdonald@nokia.com>2009-04-07 07:39:13 (GMT)
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+Qt COMMERCIAL LICENSE AGREEMENT
+Agreement version 3.7
+
+This Qt Commercial License Agreement ("Agreement") is a legal
+agreement between Nokia Inc. ("Nokia"), with its registered office at
+102 Corporate Park Drive, White Plains, NY 10604 U.S.A. and you
+(either an individual or a legal entity) ("Licensee") for the Licensed
+Software (as defined below).
+
+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 portions of the Licensed
+Software.
+
+"Designated User(s)" shall mean the employee(s) of Licensee acting
+within the scope of their employment or Licensee?s consultant(s) or
+contractor(s) acting within the scope of their services for Licensee
+and on behalf of Licensee.
+
+"Initial Term" shall mean the period of time one (1) year from the
+later of (a) the Effective Date; or (b) the date the Licensed Software
+was initially delivered to Licensee by Nokia. If no specific
+Effective Date is set forth in the Agreement, the Effective Date shall
+be deemed to be the date the Licensed Software was initially delivered
+to Licensee.
+
+"License Certificate" shall mean the document accompanying the
+Licensed Software which specifies the modules which are licensed under
+the Agreement, Platforms and Designated Users.
+
+"Licensed Software" shall mean the computer software, ?online? or
+electronic documentation, associated media and printed materials,
+including the source code, example programs and the documentation
+delivered by Nokia to Licensee in conjunction with this Agreement.
+Licensed Software does not include Third Party Software (as defined in
+Section 7).
+
+"Modified Software" shall mean modifications made to the Licensed
+Software by Licensee.
+
+"Party or Parties" shall mean Licensee and/or Nokia.
+
+"Platforms" shall mean the operating systems listed in the License
+Certificate.
+
+"Redistributables" shall mean the portions of the Licensed Software
+set forth in Appendix 1, Section 1 that may be distributed with or as
+part of Applications in object code form.
+
+"Support" shall mean standard developer support that is provided by
+Nokia to assist eligible Designated Users in using the Licensed
+Software in accordance with its established standard support
+procedures listed at:
+http://www.qtsoftware.com/support-services/files/pdf/.
+
+"Updates" shall mean a release or version of the Licensed Software
+containing enhancement, new features, bug fixes, error corrections and
+other changes that are generally made available to users of the
+Licensed Software that have contracted for maintenance and support.
+
+2. OWNERSHIP
+
+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.
+
+Nokia shall own all right, title and interest including the
+intellectual property rights in and to the information on bug fixes or
+error corrections relating to the Licensed Software that are submitted
+by Licensee to Nokia as well as any intellectual property rights to
+the correction of any errors, if any. To the extent any rights do not
+automatically vest in Nokia, Licensee assigns, and shall ensure that
+all of its Affiliates, agents, subcontractors and employees assign,
+all such rights to Nokia. All Nokia's and/or its licensors'
+trademarks, service marks, trade names, logos or other words or
+symbols are and shall remain the exclusive property of Nokia or its
+licensors respectively.
+
+3. MODULES
+
+Some of the files in the Licensed Software have been grouped into
+Modules. These files contain specific notices defining the Module of
+which they are a part. The Modules licensed to Licensee are specified
+in the License Certificate. The terms of the License Certificate are
+considered part of the Agreement. In the event of inconsistency or
+conflict between the language of this Agreement and the License
+Certificate, the provisions of this Agreement shall govern.
+
+4. VALIDITY OF THE AGREEMENT
+
+By installing, copying, or otherwise using the Licensed Software,
+Licensee agrees to be bound by the terms of this Agreement. If
+Licensee does not agree to the terms of this Agreement, Licensee may
+not install, copy, or otherwise use the Licensed Software. Licensee
+may, however, return it to Licensee's place of purchase within
+fourteen (14) days of purchase for a full refund. In addition, by
+installing, copying, or otherwise using any Updates or other
+components of the Licensed Software that Licensee receives separately
+as part of the Licensed Software, Licensee agrees to be bound by any
+additional license terms that accompany such Updates, if any. If
+Licensee does not agree to the additional license terms that accompany
+such Updates, Licensee may not install, copy, or otherwise use such
+Updates.
+
+Upon Licensee's acceptance of the terms and conditions of this
+Agreement, Nokia grants Licensee the right to use the Licensed
+Software in the manner provided below.
+
+5. LICENSES
+
+5.1 Using, modifying and copying
+
+Nokia grants to Licensee a non-exclusive, non-transferable, perpetual
+license to use, modify and copy the Licensed Software for the
+Designated User(s) specified in the License Certificate for the sole
+purposes of designing, developing, and testing Application(s).
+
+Licensee may install copies of the Licensed Software on an unlimited
+number of computers provided that only the Designated Users use the
+Licensed Software. Licensee may at any time designate another
+Designated User to replace a then-current Designated User by notifying
+Nokia, provided that a) the then-current Designated User has not been
+designated as a replacement during the last six (6) months; and b)
+there is no more than the specified number of Designated Users at any
+given time.
+
+5.2 Redistribution
+
+a) Nokia grants Licensee a non-exclusive, royalty-free right to
+ reproduce and distribute the object code form of Redistributables
+ for execution on the specified Platforms. Copies of
+ Redistributables may only be distributed with and for the sole
+ purpose of executing Applications permitted under this Agreement
+ that Licensee has created using the Licensed Software. Under no
+ circumstances may any copies of Redistributables be distributed
+ separately. This Agreement does not give Licensee any rights to
+ distribute any of the parts of the Licensed Software listed in
+ Appendix 1, Section 2, neither as a whole nor as parts or snippets
+ of code.
+
+b) Licensee may not distribute, transfer, assign or otherwise dispose
+ of Applications and/or Redistributables, in binary/compiled form,
+ or in any other form, if such action is part of a joint software
+ and hardware distribution, except as provided by a separate runtime
+ distribution license with Nokia or one of its authorized
+ distributors. A joint hardware and software distribution shall be
+ defined as either:
+
+ (i) distribution of a hardware device where, in its final end user
+ configuration, the main user interface of the device is
+ provided by Application(s) created by Licensee or others, using
+ a commercial version of Qt or a Qt-based product, and depends
+ on the Licensed Software or an open source version of any Qt or
+ Qt-based software product; or
+
+ (ii) distribution of the Licensed Software with a device designed
+ to facilitate the installation of the Licensed Software onto
+ the same device where the main user interface of such device
+ is provided by Application(s) created by Licensee or others,
+ using a commercial version of Qt or a Qt-based product, and
+ depends on the Licensed Software.
+
+5.3 Further Requirements
+
+The licenses granted in this Section 5 by Nokia to Licensee are
+subject to Licensee's compliance with Section 8 of this Agreement.
+
+6. VERIFICATION
+
+Nokia or a certified auditor on Nokia's behalf, may, upon its
+reasonable request and at its expense, audit Licensee with respect to
+the use of the Licensed Software. 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. Nokia shall not remove,
+copy, or redistribute any electronic material during the course of an
+audit. If an audit reveals that Licensee is using the Licensed
+Software in a way that is in material violation of the terms of the
+Agreement, then Licensee shall pay Nokia's reasonable costs of
+conducting the audit. In the case of a material violation, Licensee
+agrees to pay Nokia any amounts owing that are attributable to the
+unauthorized use. In the alternative, Nokia reserves the right, at
+Nokia's sole option, to terminate the licenses for the Licensed
+Software.
+
+7. 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 along with the Licensed Software delivery as a convenience
+for development and testing only. Such source code and libraries may
+be listed in the ".../src/3rdparty" source tree delivered with the
+Licensed Software or documented in the Licensed Software where the
+Third Party Software is used, as may be amended from time to time, do
+not comprise the Licensed Software. Licensee acknowledges (1) that
+some part of Third Party Software may require additional licensing of
+copyright and patents from the owners of such, and (2) that
+distribution of any of the Licensed Software referencing any portion
+of a Third Party Software may require appropriate licensing from such
+third parties.
+
+8. CONDITIONS FOR CREATING APPLICATIONS AND DISTRIBUTING REDISTRIBUTABLES
+
+The licenses granted in this Agreement for Licensee to create
+Applications and distribute them and the Redistributables (if any) to
+Licensee's customers is subject to all of the following conditions:
+(i) all copies of the Applications which Licensee creates must bear a
+valid copyright notice, either Licensee's own or the copyright notice
+that appears on the Licensed Software; (ii) Licensee may not remove or
+alter any copyright, trademark or other proprietary rights notice
+contained in any portion of the Licensed Software, including but not
+limited to the About Boxes in "Qt Assistant" and "Qt Linguist" as
+defined in Appendix 1; (iii) Redistributables, if any, shall be
+licensed to Licensee's customer "as is"; (iv) Licensee shall indemnify
+and hold Nokia, its Affiliates, contractors, and its suppliers,
+harmless from and against any claims or liabilities arising out of the
+use, reproduction or distribution of Applications; (v) Applications
+must be developed using a licensed, registered copy of the Licensed
+Software; (vi) Applications must add primary and substantial
+functionality to the Licensed Software; (vii) Applications may not
+pass on functionality which in any way makes it possible for others to
+create software with the Licensed Software, however Licensee may use
+the Licensed Software's scripting functionality solely in order to
+enable scripting that augments the functionality of the Application(s)
+without adding primary and substantial functionality to the
+Application(s); (viii) Applications may not compete with the Licensed
+Software; (ix) Licensee may not use Nokia's or any of its suppliers'
+names, logos, or trademarks to market Application(s), except to state
+that Application was developed using the Licensed Software.
+
+NOTE: The Open Source Editions of Nokia's Qt products and the Qt,
+Qtopia and Qt Extended versions previously licensed by Trolltech
+(collectively referred to as "Products") are licensed under the terms
+of the GNU Lesser General Public License version 2.1 ("LGPL") and/or
+the GNU General Public License versions 2.0 and 3.0 ("GPL") (as
+applicable) and not under this Agreement. If Licensee has, at any
+time, developed all (or any portions of) the Application(s) using a
+version of one of these Products licensed under the LGPL or the GPL,
+Licensee may not combine such development work with the Licensed
+Software and must license such Application(s) (or any portions derived
+there from) under the terms of the GNU Lesser General Public License
+version 2.1 (Qt only) or GNU General Public License version 2.0 (Qt,
+Qtopia and Qt Extended) or version 3 (Qt only) copies of which are
+located at http://www.gnu.org/licenses/old-licenses/lgpl-2.1.html,
+http://www.fsf.org/licensing/licenses/info/GPLv2.html, and
+http://www.gnu.org/copyleft/gpl.html.
+
+
+9. LIMITED WARRANTY AND WARRANTY DISCLAIMER
+
+Nokia hereby represents and warrants with respect to the Licensed
+Software 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, Nokia 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, fitness for a particular purpose, title and
+non-infringement with regard to the Licensed Software.
+
+10. LIMITATION OF LIABILITY
+
+If, Nokia's warranty disclaimer notwithstanding, Nokia is held liable
+to Licensee, whether in contract, tort or any other legal theory,
+based on the Licensed Software, Nokia's entire liability to Licensee
+and Licensee's exclusive remedy shall be, at Nokia's option, either
+(A) return of the price Licensee paid for the Licensed Software, or
+(B) repair or replacement of the Licensed Software, provided Licensee
+returns to Nokia all copies of the Licensed Software as originally
+delivered to Licensee. Nokia shall not under any circumstances be
+liable to Licensee based on failure of the Licensed Software if the
+failure resulted from accident, abuse or misapplication, nor shall
+Nokia 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
+Nokia to Licensee shall not exceed the total amount Licensee has paid
+to Nokia in connection with this Agreement.
+
+11. SUPPORT AND UPDATES
+
+Licensee shall be eligible to receive Support and Updates during the
+Initial Term, in accordance with Nokia's then current policies and
+procedures, if any. Such policies and procedures may be changed from
+time to time. Following the Initial Term, Nokia shall no longer make
+the Licensed Software available to Licensee unless Licensee purchases
+additional Support and Updates according to this Section 11 below.
+
+Licensee may purchase additional Support and Updates following the
+Initial Term at Nokia's terms and conditions applicable at the time of
+renewal.
+
+12. CONFIDENTIALITY
+
+Each party acknowledges that during the Initial Term of this Agreement
+it shall have access to 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 (the "Confidential Information"). Accordingly, when a
+party (the "Receiving Party") receives Confidential Information from
+another party (the "Disclosing Party"), the Receiving Party shall, and
+shall obligate its employees and agents and employees and agents of
+its affiliates to: (i) maintain the Confidential Information in strict
+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.
+
+"Confidential Information" shall not include information that (a) is
+or becomes generally known to the public through no act or omission of
+the Receiving Party; (b) was in the Receiving Party's lawful
+possession prior to the disclosure hereunder and was not subject to
+limitations on disclosure or use; (c) is developed by the Receiving
+Party without access to the Confidential Information of the Disclosing
+Party or by persons who have not had access to the Confidential
+Information of the Disclosing Party as proven by the written records
+of the Receiving Party; (d) is lawfully disclosed to the Receiving
+Party without restrictions, by a third party not under an obligation
+of confidentiality; or (e) the Receiving Party is legally compelled to
+disclose the information, in which case the Receiving Party shall
+assert the privileged and confidential nature of the information and
+cooperate fully with the Disclosing Party to protect against and
+prevent disclosure of any Confidential Information and to limit the
+scope of disclosure and the dissemination of disclosed Confidential
+Information by all legally available means.
+
+The obligations of the Receiving Party under this Section shall
+continue during the Initial Term and for a period of five (5) years
+after expiration or termination of this Agreement. To the extent that
+the terms of the Non-Disclosure Agreement between Nokia and Licensee
+conflict with the terms of this Section 12, this Section 12 shall be
+controlling over the terms of the Non-Disclosure Agreement.
+
+13. GENERAL PROVISIONS
+
+13.1 Marketing
+
+Nokia may include Licensee's company name and logo in a publicly
+available list of Nokia customers and in its public communications.
+
+13.2 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 Nokia, which shall not be unreasonably
+withheld.
+
+13.3 Termination
+
+Nokia may terminate the Agreement at any time immediately upon written
+notice by Nokia to Licensee if Licensee breaches this Agreement.
+
+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.
+
+Upon termination of this Agreement, Licensee shall return to Nokia all
+copies of Licensed Software that were supplied by Nokia. All other
+copies of Licensed Software in the possession or control of Licensee
+must be erased or destroyed. An officer of Licensee must promptly
+deliver to Nokia a written confirmation that this has occurred.
+
+13.4 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. Such terms and conditions include, but are
+not limited to the following Sections: 2, 5.1, 6, 7, 8(iv), 10, 12,
+13.5, 13.6, 13.9, 13.10 and 13.11 of this Agreement. Notwithstanding
+the foregoing, Section 5.1 shall not survive if the Agreement is
+terminated for material breach.
+
+13.5 Entire Agreement
+
+This 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, with the exception of the
+non-disclosure agreement executed by the parties in connection with
+this Agreement ("Non-Disclosure Agreement"), if any, shall be subject
+to Section 12. 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 Nokia in writing. If
+any provision of the Agreement is found void or unenforceable, the
+remainder shall remain valid and enforceable according to its
+terms. If any remedy provided is determined to have failed for its
+essential purpose, all limitations of liability and exclusions of
+damages set forth in this Agreement shall remain in effect.
+
+13.6 Payment and Taxes
+
+All payments under this Agreement are due within thirty (30) days of
+the date Nokia mails its invoice to Licensee. All amounts payable are
+gross amounts but exclusive of any value added tax, use tax, sales tax
+or similar tax. Licensee shall be entitled to withhold from payments
+any applicable withholding taxes and comply with all applicable tax
+and employment legislation. Each party shall pay all taxes
+(including, but not limited to, taxes based upon its income) or levies
+imposed on it under applicable laws, regulations and tax treaties as a
+result of this Agreement and any payments made hereunder (including
+those required to be withheld or deducted from payments). Each party
+shall furnish evidence of such paid taxes as is sufficient to enable
+the other party to obtain any credits available to it, including
+original withholding tax certificates.
+
+13.7 Force Majeure
+
+Neither party shall be liable to the other for any delay or
+non-performance of its obligations hereunder other than the obligation
+of paying the license fees in the event and to the extent that such
+delay or non-performance is due to an event of Force Majeure (as
+defined below). If any event of Force Majeure 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. A "Force Majeure" event shall mean an act of
+God, terrorist attack or other catastrophic event of nature that
+prevents either party for fulfilling its obligations under this
+Agreement.
+
+13.8 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 Nokia shall be given to:
+
+Nokia, Inc.
+555 Twin Dolphin Drive, Suite 280
+Redwood City, CA 94065 U.S.A.
+Fax: +1-650-551-1851
+
+13.9 Export Control
+
+Licensee acknowledges that the Licensed Software may be subject to
+export control restrictions of various countries. Licensee shall
+fully comply with all applicable export license restrictions and
+requirements as well as with all laws and regulations relating to the
+importation of the Licensed Software and/or Modified Software and/or
+Applications 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 Licensed Software, Modified Software or
+Applications.
+
+13.10 Governing Law and Legal Venue
+
+This Agreement shall be governed by and construed in accordance with
+the federal laws of the United States of America and the internal laws
+of the State of New York without given effect to any choice of law
+rule that would result in the application of the laws of any other
+jurisdiction. The United Nations Convention on Contracts for the
+International Sale of Goods (CISG) shall not apply. Each Party (a)
+hereby irrevocably submits itself to and consents to the jurisdiction
+of the United States District Court for the Southern District of New
+York (or if such court lacks jurisdiction, the state courts of the
+State of New York) for the purposes of any action, claim, suit or
+proceeding between the Parties in connection with any controversy,
+claim, or dispute arising out of or relating to this Agreement; and
+(b) hereby waives, and agrees not to assert by way of motion, as a
+defense or otherwise, in any such action, claim, suit or proceeding,
+any claim that is not personally subject to the jurisdiction of such
+court(s), that the action, claim, suit or proceeding is brought in an
+inconvenient forum or that the venue of the action, claim, suit or
+proceeding is improper. Notwithstanding the foregoing, nothing in
+this Section 13.10 is intended to, or shall be deemed to, constitute a
+submission or consent to, or selection of, jurisdiction, forum or
+venue for any action for patent infringement, whether or not such
+action relates to this Agreement.
+
+
+13.11 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 Nokia and its licensors. In addition, no
+licenses or immunities are granted to the combination of the Licensed
+Software and/ Modified Software, as applicable, with any other
+software or hardware not delivered by Nokia under this Agreement.
+
+13.12 Government End Users
+
+A "U.S. Government End User" shall mean any agency or entity of the
+government of the United States. The following shall apply if
+Licensee is a U.S. Government End User. The Licensed Software is a
+"commercial item," as that term is defined in 48 C.F.R. 2.101
+(Oct. 1995), consisting of "commercial computer software" and
+"commercial computer software documentation," as such terms are used
+in 48 C.F.R. 12.212 (Sept. 1995). Consistent with 48 C.F.R. 12.212
+and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995), all
+U.S. Government End Users acquire the Licensed Software with only
+those rights set forth herein. The Licensed Software (including
+related documentation) is provided to U.S. Government End Users: (a)
+only as a commercial end item; and (b) only pursuant to this
+Agreement.
+
+
+
+
+Appendix 1
+
+
+1. Parts of the Licensed Software that are permitted for distribution ("Redistributables"):
+
+- The Licensed Software's main and plug-in libraries in object code form
+- The Licensed Software's configuration tool ("qtconfig")
+- The Licensed Software's help tool in object code/executable form ("Qt Assistant")
+- The Licensed Software's internationalization tools in object code/executable form ("Qt Linguist", "lupdate", "lrelease")
+- The Licensed Software's designer tool ("Qt Designer")
+- The Licensed Software's IDE tool ("Qt Creator")
+
+
+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 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 Qt SDK
+
+