source: branches/vendor/trolltech/qt/current/.LICENSE-ALLOS @ 2

Last change on this file since 2 was 2, checked in by Dmitry A. Kuminov, 12 years ago

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1Qt All Operating Systems Commercial Developer License Agreement
2Agreement version 1.1
3
4
5This Qt All Operating Systems Commercial Developer License Agreement
6("Agreement") is a legal agreement between Nokia Corporation ("Nokia")
7with its registered office at Keilalahdentie 4, 02150 Espoo, Finland,
8and you (either an individual or a legal entity) ("Licensee") for the
9Licensed Software (as defined below).
10
11
121. DEFINITIONS
13
14"Affiliate" of a Party shall mean an entity (i) which is directly or
15indirectly controlling such Party; (ii) which is under the same direct
16or indirect ownership or control as such Party; or (iii) which is
17directly or indirectly owned or controlled by such Party.  For these
18purposes, an entity shall be treated as being controlled by another if
19that other entity has fifty percent (50 %) or more of the votes in
20such entity, is able to direct its affairs and/or to control the
21composition of its board of directors or equivalent body.
22
23"Applications" shall mean Licensee's software products created using
24the Licensed Software which may include portions of the Licensed
25Software.
26
27"Deployment Platforms" shall mean the Embedded Linux, Windows(R) CE
28and Windows Mobile operating system(s).
29
30"Designated User(s)" shall mean the employee(s) of Licensee acting
31within the scope of their employment or Licensee's consultant(s) or
32contractor(s) acting within the scope of their services for Licensee
33and on behalf of Licensee.
34
35"Initial Term" shall mean the period of time one (1) year from the
36later of (a) the Effective Date; or (b) the date the Licensed Software
37was initially delivered to Licensee by Nokia.  If no specific
38Effective Date is set forth in the Agreement, the Effective Date shall
39be deemed to be the date the Licensed Software was initially delivered
40to Licensee.
41
42"License Certificate" shall mean the document accompanying the
43Licensed Software which specifies the modules which are licensed under
44the Agreement, Platforms and Designated Users.
45
46"Licensed Software" shall mean the computer software, "online" or
47electronic documentation, associated media and printed materials,
48including the source code, example programs and the documentation
49delivered by Nokia to Licensee in conjunction with this Agreement.
50Licensed Software does not include Third Party Software (as defined in
51Section 7).
52
53"Modified Software" shall mean modifications made to the Licensed
54Software by Licensee.
55
56"Party or Parties" shall mean Licensee and/or Nokia.
57
58"Platforms" shall mean the operating system(s) listed in the License
59Certificate.
60
61"Redistributables" shall mean the portions of the Licensed Software
62set forth in Appendix 1, Section 1 that may be distributed with or as
63part of Applications in object code form.
64
65"Support" shall mean standard developer support that is provided by
66Nokia to assist eligible Designated Users in using the Licensed
67Software in accordance with its established standard support
68procedures listed at:
69http://www.qtsoftware.com/support-services/files/pdf/.
70
71"Updates" shall mean a release or version of the Licensed Software
72containing enhancements, new features, bug fixes, error corrections
73and other changes that are generally made available to users of the
74Licensed Software that have contracted for maintenance and support.
75
76
772. OWNERSHIP
78
79The Licensed Software is protected by copyright laws and international
80copyright treaties, as well as other intellectual property laws and
81treaties. The Licensed Software is licensed, not sold.
82
83Nokia shall own all right, title and interest including the
84intellectual property rights in and to the information on bug fixes or
85error corrections relating to the Licensed Software that are submitted
86by Licensee to Nokia as well as any intellectual property rights to
87the correction of any errors, if any.  To the extent any rights do not
88automatically vest in Nokia, Licensee assigns, and shall ensure that
89all of its Affiliates, agents, subcontractors and employees assign,
90all such rights to Nokia.  All Nokia's and/or its licensors'
91trademarks, service marks, trade names, logos or other words or
92symbols are and shall remain the exclusive property of Nokia or its
93licensors respectively.
94
95
963. MODULES
97
98Some of the files in the Licensed Software have been grouped into
99Modules. These files contain specific notices defining the Module of
100which they are a part. The Modules licensed to Licensee are specified
101in the License Certificate accompanying the Licensed Software. The
102terms of the License Certificate are considered part of the
103Agreement. In the event of inconsistency or conflict between the
104language of this Agreement and the License Certificate, the provisions
105of this Agreement shall govern.
106
1074. VALIDITY OF THE AGREEMENT
108
109By installing, copying, or otherwise using the Licensed Software,
110Licensee agrees to be bound by the terms of this Agreement. If
111Licensee does not agree to the terms of this Agreement, Licensee
112should not install, copy, or otherwise use the Licensed Software. In
113addition, by installing, copying, or otherwise using any Updates or
114other components of the Licensed Software that Licensee receives
115separately as part of the Licensed Software, Licensee agrees to be
116bound by any additional license terms that accompany such Updates, if
117any. If Licensee does not agree to the additional license terms that
118accompany such Updates, Licensee should not install, copy, or
119otherwise use such Updates.
120
121Upon Licensee's acceptance of the terms and conditions of this
122Agreement, Nokia grants Licensee the right to use the Licensed
123Software in the manner provided below.
124
125
1265. LICENSES
127
1285.1 Using, Modifying and Copying
129
130Nokia grants to Licensee a non-exclusive, non-transferable, perpetual
131license to use, modify and copy the Licensed Software for Designated
132Users specified in the License Certificate for the sole purposes of:
133
134(i) designing, developing, and testing Application(s);
135
136(ii) modifying the Licensed Software as limited by section 8 below; and
137
138(iii) compiling the Licensed Software and/or Modified Software source
139      code into object code.
140
141Licensee may install copies of the Licensed Software on an unlimited
142number of computers provided that only the Designated Users use the
143Licensed Software. Licensee may at any time designate another
144Designated User to replace a then-current Designated User by notifying
145Nokia, provided that a) the then-current Designated User has not been
146designated as a replacement during the last six (6) months; and b)
147there is no more than the specified number of Designated Users at any
148given time.
149
1505.2 Limited Redistribution
151
152a) Nokia grants Licensee a non-exclusive, royalty-free right to
153   reproduce and distribute the object code form of Redistributables
154   (listed in Appendix 1, Section 1) for execution on the specified
155   Platforms, excluding the Deployment Platforms. Copies of
156   Redistributables may only be distributed with and for the sole
157   purpose of executing Applications permitted under this Agreement
158   that Licensee has created using the Licensed Software. Under no
159   circumstances may any copies of Redistributables be distributed
160   separately. This Agreement does not give Licensee any rights to
161   distribute any of the parts of the Licensed Software listed in
162   Appendix 1, Section 2, neither as a whole nor as parts or snippets
163   of code.
164
165b) Licensee may not distribute, transfer, assign or otherwise dispose
166   of Applications and/or Redistributables, in binary/compiled form,
167   or in any other form, if such action is part of a joint software
168   and hardware distribution, except as provided by a separate runtime
169   distribution license with Nokia or one of its authorized
170   distributors.  A joint hardware and software distribution shall be
171   defined as either:
172
173   (i) distribution of a hardware device where, in its final end user
174       configuration, the main user interface of the device is
175       provided by Application(s) created by Licensee or others, using
176       a commercial version of a Qt or Qt-based product, and depends
177       on the Licensed Software or an open source version of any Qt or
178       Qt-based software product; or
179
180   (ii) distribution of the Licensed Software with a device designed
181        to facilitate the installation of the Licensed Software onto
182        the same device where the main user interface of such device
183        is provided by Application(s) created by Licensee or others,
184        using a commercial version of a Qt or Qt-based product, and
185        depends on the Licensed Software.
186
187c) Licensee's distribution of Licensed Software and/or Modified
188   Software or Applications on Deployment Platforms requires a
189   separate distribution license from Nokia.  Notwithstanding the
190   above limitation, Licensee may distribute the Application in
191   binary/compiled form onto devices running Windows CE/Windows
192   Mobile, provided the core functionality of the device does not
193   depend on either the Licensed Software or the Application.
194
1955.3 Further Requirements
196
197The licenses granted in this Section 5 by Nokia to Licensee are
198subject to Licensee's compliance with Section 8 of this Agreement.
199
200
2016. VERIFICATION
202
203Nokia or a certified auditor on Nokia's behalf, may, upon its
204reasonable request and at its expense, audit Licensee with respect to
205the use of the Licensed Software. Such audit may be conducted by mail,
206electronic means or through an in-person visit to Licensee's place of
207business.  Any such in-person audit shall be conducted during regular
208business hours at Licensee's facilities and shall not unreasonably
209interfere with Licensee's business activities. Nokia will not remove,
210copy, or redistribute any electronic material during the course of an
211audit.  If an audit reveals that Licensee is using the Licensed
212Software in a way that is in material violation of the terms of the
213Agreement, then Licensee shall pay Nokia's reasonable costs of
214conducting the audit. In the case of a material violation, Licensee
215agrees to pay Nokia any amounts owing that are attributable to the
216unauthorized use. In the alternative, Nokia reserves the right, at
217Nokia's sole option, to terminate the licenses for the Licensed
218Software.
219
220
2217. THIRD PARTY SOFTWARE
222
223The Licensed Software may provide links to third party libraries or
224code (collectively "Third Party Software") to implement various
225functions.  Third Party Software does not comprise part of the
226Licensed Software. In some cases, access to Third Party Software may
227be included along with the Licensed Software delivery as a convenience
228for development and testing only. Such source code and libraries may
229be listed in the ".../src/3rdparty" source tree delivered with the
230Licensed Software or documented in the Licensed Software where the
231Third Party Software is used, as may be amended from time to time, do
232not comprise the Licensed Software.  Licensee acknowledges (i) that
233some part of Third Party Software may require additional licensing of
234copyright and patents from the owners of such, and (ii) that
235distribution of any of the Licensed Software referencing any portion
236of a Third Party Software may require appropriate licensing from such
237third parties.
238
239
2408. CONDITIONS FOR CREATING APPLICATIONS
241
242The licenses granted in this Agreement for Licensee to create, modify
243and distribute Applications is subject to all of the following
244conditions: (i) all copies of the Applications Licensee creates must
245bear a valid copyright notice either Licensee's own or the copyright
246notice that appears on the Licensed Software; (ii) Licensee may not
247remove or alter any copyright, trademark or other proprietary rights
248notice contained in any portion of the Licensed Software including but
249not limited to the About Boxes; (iii) Licensee will indemnify and hold
250Nokia, its Affiliates, contractors, and its suppliers, harmless from
251and against any claims or liabilities arising out of the use,
252reproduction or distribution of Applications; (iv) Applications must
253be developed using a licensed, registered copy of the Licensed
254Software; (v) Applications must add primary and substantial
255functionality to the Licensed Software; (vi) Applications may not pass
256on functionality which in any way makes it possible for others to
257create software with the Licensed Software; however Licensee may use
258the Licensed Software's scripting functionality solely in order to
259enable scripting that augments the functionality of the Application(s)
260without adding primary and substantial functionality to the
261Application(s); (vii) Licensee may create Modified Software that
262breaks the source or binary compatibility with the Licensed
263Software. This includes, but is not limited to, changing the
264application programming interfaces ("API") by adding, changing or
265deleting any variable, method, or class signature in the Licensed
266Software, the inter-process QCop specification, and/or any
267inter-process protocols, services or standards in the Licensed
268Software libraries.  To the extent that Licensee breaks source or
269binary compatibility with the Licensed Software, Licensee acknowledges
270that Nokia's ability to provide Support may be prevented or limited
271and Licensee's ability to make use of Updates may be restricted;
272(viii) Applications may not compete with the Licensed Software; (ix)
273Licensee may not use Nokia's or any of its suppliers' names, logos, or
274trademarks to market Applications, except to state that Licensee's
275Application(s) was developed using the Licensed Software.
276
277NOTE: The Open Source Editions of Nokia's Qt products and the Qt,
278Qtopia and Qt Extended versions previously licensed by Trolltech
279(collectively referred to as "Products") are licensed under the terms
280of the GNU Lesser General Public License version 2.1 ("LGPL") and/or
281the GNU General Public License versions 2.0 and 3.0 ("GPL") (as
282applicable) and not under this Agreement.  If Licensee has, at any
283time, developed all (or any portions of) the Application(s) using a
284version of one of these Products licensed under the LGPL or the GPL,
285Licensee may not combine such development work with the Licensed
286Software and must license such Application(s) (or any portions derived
287there from) under the terms of the GNU Lesser General Public License
288version 2.1 (Qt only) or GNU General Public License version 2.0 (Qt,
289Qtopia and Qt Extended) or version 3 (Qt only) copies of which are
290located at http://www.gnu.org/licenses/old-licenses/lgpl-2.1.html,
291http://www.fsf.org/licensing/licenses/info/GPLv2.html, and
292http://www.gnu.org/copyleft/gpl.html.
293
294
2959. LIMITED WARRANTY AND WARRANTY DISCLAIMER
296
297Nokia hereby represents and warrants with respect to the Licensed
298Software that it has the power and authority to grant the rights and
299licenses granted to Licensee under this Agreement.  Except as set
300forth above, the Licensed Software is licensed to Licensee "as is".
301To the maximum extent permitted by applicable law, Nokia on behalf of
302itself and its suppliers, disclaims all warranties and conditions,
303either express or implied, including, but not limited to, implied
304warranties of merchantability and fitness for a particular purpose,
305title and non-infringement with regard to the Licensed Software.
306
307
30810. LIMITATION OF LIABILITY
309
310If, Nokia's warranty disclaimer notwithstanding, Nokia is held to be
311liable to Licensee whether in contract, tort, or any other legal
312theory, based on the Licensed Software, Nokia's entire liability to
313Licensee and Licensee's exclusive remedy shall be, at Nokia's option,
314either (a) return of the price Licensee paid for the Licensed
315Software, or (b) repair or replacement of the Licensed Software,
316provided Licensee returns to Nokia all copies of the Licensed Software
317as originally delivered to Licensee. Nokia shall not under any
318circumstances be liable to Licensee based on failure of the Licensed
319Software if the failure resulted from accident, abuse or
320misapplication, nor shall Nokia, under any circumstances, be liable
321for special damages, punitive or exemplary damages, damages for loss
322of profits or interruption of business or for loss or corruption of
323data. Any award of damages from Nokia to Licensee shall not exceed the
324total amount Licensee has paid to Nokia in connection with this
325Agreement.
326
327
32811. SUPPORT AND UPDATES
329
330Licensee will be eligible to receive Support and Updates during the
331Initial Term, in accordance with Nokia's then current policies and
332procedures, if any. Such policies and procedures may be changed from
333time to time. Following the Initial Term, Nokia shall no longer make
334the Licensed Software available to Licensee unless Licensee purchases
335additional Support and Updates according to this Section 11 below.
336
337Licensee may purchase additional Support and Updates following the
338Initial Term at Nokia's terms and conditions applicable at the time of
339renewal.
340
341
34212. CONFIDENTIALITY
343
344Each party acknowledges that during the Initial Term of this Agreement
345it shall have access to information about the other party's business,
346business methods, business plans, customers, business relations,
347technology, and other information, including the terms of this
348Agreement, that is confidential and of great value to the other party,
349and the value of which would be significantly reduced if disclosed to
350third parties (the "Confidential Information"). Accordingly, when a
351party (the "Receiving Party") receives Confidential Information from
352another party (the "Disclosing Party"), the Receiving Party shall, and
353shall obligate its employees and agents and employees and agents of
354its affiliates to: (i) maintain the Confidential Information in strict
355confidence; (ii) not disclose the Confidential Information to a third
356party without the Disclosing Party's prior written approval; and (iii)
357not, directly or indirectly, use the Confidential Information for any
358purpose other than for exercising its rights and fulfilling its
359responsibilities pursuant to this Agreement. Each party shall take
360reasonable measures to protect the Confidential Information of the
361other party, which measures shall not be less than the measures taken
362by such party to protect its own confidential and proprietary
363information.
364
365"Confidential Information" shall not include information that (a) is
366or becomes generally known to the public through no act or omission of
367the Receiving Party; (b) was in the Receiving Party's lawful
368possession prior to the disclosure hereunder and was not subject to
369limitations on disclosure or use; (c) is developed by the Receiving
370Party without access to the Confidential Information of the Disclosing
371Party or by persons who have not had access to the Confidential
372Information of the Disclosing Party as proven by the written records
373of the Receiving Party; (d) is lawfully disclosed to the Receiving
374Party without restrictions, by a third party not under an obligation
375of confidentiality; or (e) the Receiving Party is legally compelled to
376disclose the information, in which case the Receiving Party shall
377assert the privileged and confidential nature of the information and
378cooperate fully with the Disclosing Party to protect against and
379prevent disclosure of any Confidential Information and to limit the
380scope of disclosure and the dissemination of disclosed Confidential
381Information by all legally available means.
382
383The obligations of the Receiving Party under this Section shall
384continue during the Initial Term and for a period of five (5) years
385after expiration or termination of this Agreement.  To the extent that
386the terms of the Non-Disclosure Agreement between Nokia and Licensee
387conflict with the terms of this Section 12, this Section 12 shall be
388controlling over the terms of the Non-Disclosure Agreement.
389
390
39113. GENERAL PROVISIONS
392
39313.1 Marketing
394
395Nokia may include Licensee's company name and logo in a publicly
396available list of Nokia customers and in its public communications.
397
39813.2 No Assignment
399
400Licensee shall not be entitled to assign or transfer all or any of its
401rights, benefits and obligations under this Agreement without the
402prior written consent of Nokia, which shall not be unreasonably
403withheld.
404
40513.3 Termination
406
407Nokia may terminate the Agreement at any time immediately upon written
408notice by Nokia to Licensee if Licensee breaches this Agreement.
409
410Either party shall have the right to terminate this Agreement
411immediately upon written notice in the event that the other party
412becomes insolvent, files for any form of bankruptcy, makes any
413assignment for the benefit of creditors, has a receiver,
414administrative receiver or officer appointed over the whole or a
415substantial part of its assets, ceases to conduct business, or an act
416equivalent to any of the above occurs under the laws of the
417jurisdiction of the other party.
418
419Upon termination of the Licenses, Licensee shall return to Nokia all
420copies of Licensed Software that were supplied by Nokia.  All other
421copies of Licensed Software in the possession or control of Licensee
422must be erased or destroyed.  An officer of Licensee must promptly
423deliver to Nokia a written confirmation that this has occurred.
424
42513.4 Surviving Sections
426
427Any terms and conditions that by their nature or otherwise reasonably
428should survive a cancellation or termination of this Agreement shall
429also be deemed to survive.  Such terms and conditions include, but are
430not limited to the following Sections 2, 5.1, 6, 7, 8(iii), 10, 12,
43113.5, 13.6, 13.9, 13.10, and 13.11 shall survive the termination of
432the Agreement.  Notwithstanding the foregoing, Section 5.1 shall not
433survive if the Agreement is terminated for material breach.
434
43513.5 Entire Agreement
436
437This Agreement constitutes the complete agreement between the parties
438and supersedes all prior or contemporaneous discussions,
439representations, and proposals, written or oral, with respect to the
440subject matters discussed herein, with the exception of the
441non-disclosure agreement executed by the parties in connection with
442this Agreement ("Non-Disclosure Agreement"), if any, shall be subject
443to Section 12. No modification of this Agreement shall be effective
444unless contained in a writing executed by an authorized representative
445of each party. No term or condition contained in Licensee's purchase
446order shall apply unless expressly accepted by Nokia in writing. If
447any provision of the Agreement is found void or unenforceable, the
448remainder shall remain valid and enforceable according to its
449terms. If any remedy provided is determined to have failed for its
450essential purpose, all limitations of liability and exclusions of
451damages set forth in this Agreement shall remain in effect.
452
45313.6 Payment and Taxes
454
455All payments under this Agreement are due within thirty (30) days of
456the date Nokia mails its invoice to Licensee.  All amounts payable are
457gross amounts but exclusive of any value added tax, use tax, sales tax
458or similar tax. Licensee shall be entitled to withhold from payments
459any applicable withholding taxes and comply with all applicable tax
460and employment legislation.  Each party shall pay all taxes
461(including, but not limited to, taxes based upon its income) or levies
462imposed on it under applicable laws, regulations and tax treaties as a
463result of this Agreement and any payments made hereunder (including
464those required to be withheld or deducted from payments).  Each party
465shall furnish evidence of such paid taxes as is sufficient to enable
466the other party to obtain any credits available to it, including
467original withholding tax certificates.
468
46913.7 Force Majeure
470
471Neither party shall be liable to the other for any delay or
472non-performance of its obligations hereunder other than the obligation
473of paying the license fees in the event and to the extent that such
474delay or non-performance is due to an event of Force Majeure (as
475defined below).  If any event of Force Majeure results in a delay or
476non-performance of a party for a period of three (3) months or longer,
477then either party shall have the right to terminate this Agreement
478with immediate effect without any liability (except for the
479obligations of payment arising prior to the event of Force Majeure)
480towards the other party.  A "Force Majeure" event shall mean an act of
481God, terrorist attack or other catastrophic event of nature that
482prevents either party for fulfilling its obligations under this
483Agreement.
484
48513.8 Notices
486
487Any notice given by one party to the other shall be deemed properly
488given and deemed received if specifically acknowledged by the
489receiving party in writing or when successfully delivered to the
490recipient by hand, fax, or special courier during normal business
491hours on a business day to the addresses specified below.  Each
492communication and document made or delivered by one party to the other
493party pursuant to this Agreement shall be in the English language or
494accompanied by a translation thereof.
495
496Notices to Nokia shall be given to:
497
498Nokia Norge AS
499Sandakerveien 116
500NO-0484 Oslo, Norway
501Fax:  +47 21 69 48 02
502
50313.9 Export Control
504
505Licensee acknowledges that the Licensed Software may be subject to
506export control restrictions of various countries.  Licensee shall
507fully comply with all applicable export license restrictions and
508requirements as well as with all laws and regulations relating to the
509importation of the Licensed Software and/or Modified Software and/or
510Applications and shall procure all necessary governmental
511authorizations, including without limitation, all necessary licenses,
512approvals, permissions or consents, where necessary for the
513re-exportation of the Licensed Software, Modified Software or
514Applications.
515
51613.10 Governing Law and Legal Venue
517
518This Agreement shall be construed and interpreted in accordance with
519the laws of Finland, excluding its choice of law provisions. Any
520disputes arising out of or relating to this Agreement shall be
521resolved in arbitration under the Rules of Arbitration of the Chamber
522of Commerce of Helsinki, Finland. The arbitration tribunal shall
523consist of one (1), or if either Party so requires, of three (3),
524arbitrators. The award shall be final and binding and enforceable in
525any court of competent jurisdiction. The arbitration shall be held in
526Helsinki, Finland and the process shall be conducted in the English
527language.
528
529
53013.11 No Implied License
531
532There are no implied licenses or other implied rights granted under
533this Agreement, and all rights, save for those expressly granted
534hereunder, shall remain with Nokia and its licensors.  In addition, no
535licenses or immunities are granted to the combination of the Licensed
536Software and/ Modified Software, as applicable, with any other
537software or hardware not delivered by Nokia under this Agreement.
538
539
540
541
542Appendix 1
543
544
5451. Parts of the Licensed Software that are permitted for distribution ("Redistributables"):
546
547- The Licensed Software's main and plug-in libraries in object code form
548- The Licensed Software's configuration tool ("qtconfig")
549- The Licensed Software's help tool in object code/executable form ("Qt Assistant")
550- The Licensed Software's internationalization tools in object code/executable form ("Qt Linguist", "lupdate", "lrelease")
551- The Licensed Software's designer tool ("Qt Designer")
552- The Licensed Software's IDE tool ("Qt Creator")
553
554
5552. Parts of the Licensed Software that are not permitted for distribution include, but are not limited to:
556
557- The Licensed Software's source code and header files
558- The Licensed Software's documentation
559- The Licensed Software's tool for writing makefiles ("qmake")
560- The Licensed Software's Meta Object Compiler ("moc")
561- The Licensed Software's User Interface Compiler ("uic" or in the case of Qt Jambi: "juic")
562- The Licensed Software's Resource Compiler ("rcc")
563- The Licensed Software's generator (only in the case of Qt Jambi if applicable)
564- The Licensed Software's Qt SDK
565
566
567
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