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

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

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1Qt COMMERCIAL LICENSE AGREEMENT
2Agreement version 3.7
3
4
5This Qt Commercial License Agreement ("Agreement") is a legal
6agreement between Nokia Corporation ("Nokia"), with its registered
7office at Keilalahdentie 4, 02150 Espoo, Finland and you (either an
8individual or a legal entity) ("Licensee") for the Licensed Software
9(as defined below).
10
111.DEFINITIONS
12
13"Affiliate" of a Party shall mean an entity (i) which is directly or
14indirectly controlling such Party; (ii) which is under the same direct
15or indirect ownership or control as such Party; or (iii) which is
16directly or indirectly owned or controlled by such Party.  For these
17purposes, an entity shall be treated as being controlled by another if
18that other entity has fifty percent (50 %) or more of the votes in
19such entity, is able to direct its affairs and/or to control the
20composition of its board of directors or equivalent body.
21
22"Applications" shall mean Licensee?s software products created using
23the Licensed Software which may include portions of the Licensed
24Software.
25
26"Designated User(s)" shall mean the employee(s) of Licensee acting
27within the scope of their employment or Licensee?s consultant(s) or
28contractor(s) acting within the scope of their services for Licensee
29and on behalf of Licensee.
30
31"Initial Term" shall mean the period of time one (1) year from the
32later of (a) the Effective Date; or (b) the date the Licensed Software
33was initially delivered to Licensee by Nokia.  If no specific
34Effective Date is set forth in the Agreement, the Effective Date shall
35be deemed to be the date the Licensed Software was initially delivered
36to Licensee.
37
38"License Certificate" shall mean the document accompanying the
39Licensed Software which specifies the modules which are licensed under
40the Agreement, Platforms and Designated Users.
41
42"Licensed Software" shall mean the computer software, ?online? or
43electronic documentation, associated media and printed materials,
44including the source code, example programs and the documentation
45delivered by Nokia to Licensee in conjunction with this Agreement.
46Licensed Software does not include Third Party Software (as defined in
47Section 7).
48
49"Modified Software" shall mean modifications made to the Licensed
50Software by Licensee.
51
52"Party or Parties" shall mean Licensee and/or Nokia.
53
54"Platforms" shall mean the operating systems listed in the License
55Certificate.
56
57"Redistributables" shall mean the portions of the Licensed Software
58set forth in Appendix 1, Section 1 that may be distributed with or as
59part of Applications in object code form.
60
61"Support" shall mean standard developer support that is provided by
62Nokia to assist eligible Designated Users in using the Licensed
63Software in accordance with its established standard support
64procedures listed at:
65http://www.qtsoftware.com/support-services/files/pdf/.
66
67"Updates" shall mean a release or version of the Licensed Software
68containing enhancement, new features, bug fixes, error corrections and
69other changes that are generally made available to users of the
70Licensed Software that have contracted for maintenance and support.
71
722.OWNERSHIP
73
74The Licensed Software is protected by copyright laws and international
75copyright treaties, as well as other intellectual property laws and
76treaties. The Licensed Software is licensed, not sold.
77
78Nokia shall own all right, title and interest including the
79intellectual property rights in and to the information on bug fixes or
80error corrections relating to the Licensed Software that are submitted
81by Licensee to Nokia as well as any intellectual property rights to
82the correction of any errors, if any.  To the extent any rights do not
83automatically vest in Nokia, Licensee assigns, and shall ensure that
84all of its Affiliates, agents, subcontractors and employees assign,
85all such rights to Nokia.  All Nokia's and/or its licensors'
86trademarks, service marks, trade names, logos or other words or
87symbols are and shall remain the exclusive property of Nokia or its
88licensors respectively.
89
903.MODULES
91
92Some of the files in the Licensed Software have been grouped into
93Modules. These files contain specific notices defining the Module of
94which they are a part. The Modules licensed to Licensee are specified
95in the License Certificate. The terms of the License Certificate are
96considered part of the Agreement. In the event of inconsistency or
97conflict between the language of this Agreement and the License
98Certificate, the provisions of this Agreement shall govern.
99
1004.VALIDITY OF THE AGREEMENT
101
102By installing, copying, or otherwise using the Licensed Software,
103Licensee agrees to be bound by the terms of this Agreement. If
104Licensee does not agree to the terms of this Agreement, Licensee may
105not install, copy, or otherwise use the Licensed Software. Licensee
106may, however, return it to Licensee's place of purchase within
107fourteen (14) days of purchase for a full refund. In addition, by
108installing, copying, or otherwise using any Updates or other
109components of the Licensed Software that Licensee receives separately
110as part of the Licensed Software, Licensee agrees to be bound by any
111additional license terms that accompany such Updates, if any. If
112Licensee does not agree to the additional license terms that accompany
113such Updates, Licensee may not install, copy, or otherwise use such
114Updates.
115
116Upon Licensee's acceptance of the terms and conditions of this
117Agreement, Nokia grants Licensee the right to use the Licensed
118Software in the manner provided below.
119
1205.LICENSES
121
1225.1.Using, modifying and copying
123
124Nokia grants to Licensee a non-exclusive, non-transferable, perpetual
125license to use, modify and copy the Licensed Software for the
126Designated User(s) specified in the License Certificate for the sole
127purposes of designing, developing, and testing Application(s).
128
129Licensee may install copies of the Licensed Software on an unlimited
130number of computers provided that only the Designated Users use the
131Licensed Software. Licensee may at any time designate another
132Designated User to replace a then-current Designated User by notifying
133Nokia, provided that a) the then-current Designated User has not been
134designated as a replacement during the last six (6) months; and b)
135there is no more than the specified number of Designated Users at any
136given time.
137
1385.2.Redistribution
139
140a) Nokia grants Licensee a non-exclusive, royalty-free right to
141   reproduce and distribute the object code form of Redistributables
142   for execution on the specified Platforms. Copies of
143   Redistributables may only be distributed with and for the sole
144   purpose of executing Applications permitted under this Agreement
145   that Licensee has created using the Licensed Software. Under no
146   circumstances may any copies of Redistributables be distributed
147   separately. This Agreement does not give Licensee any rights to
148   distribute any of the parts of the Licensed Software listed in
149   Appendix 1, Section 2, neither as a whole nor as parts or snippets
150   of code.
151
152b) Licensee may not distribute, transfer, assign or otherwise dispose
153   of Applications and/or Redistributables, in binary/compiled form,
154   or in any other form, if such action is part of a joint software
155   and hardware distribution, except as provided by a separate runtime
156   distribution license with Nokia or one of its authorized
157   distributors.  A joint hardware and software distribution shall be
158   defined as either:
159
160   (i) distribution of a hardware device where, in its final end user
161       configuration, the main user interface of the device is
162       provided by Application(s) created by Licensee or others, using
163       a commercial version of Qt or a Qt-based product, and depends
164       on the Licensed Software or an open source version of any Qt or
165       Qt-based software product; or
166
167   (ii) distribution of the Licensed Software with a device designed
168        to facilitate the installation of the Licensed Software onto
169        the same device where the main user interface of such device
170        is provided by Application(s) created by Licensee or others,
171        using a commercial version of Qt or a Qt-based product, and
172        depends on the Licensed Software.
173
1745.3.Further Requirements
175
176The licenses granted in this Section 5 by Nokia to Licensee are
177subject to Licensee's compliance with Section 8 of this Agreement.
178
1796.VERIFICATION
180
181Nokia or a certified auditor on Nokia's behalf, may, upon its
182reasonable request and at its expense, audit Licensee with respect to
183the use of the Licensed Software. Such audit may be conducted by mail,
184electronic means or through an in-person visit to Licensee's place of
185business.  Any such in-person audit shall be conducted during regular
186business hours at Licensee's facilities and shall not unreasonably
187interfere with Licensee's business activities. Nokia shall not remove,
188copy, or redistribute any electronic material during the course of an
189audit. If an audit reveals that Licensee is using the Licensed
190Software in a way that is in material violation of the terms of the
191Agreement, then Licensee shall pay Nokia's reasonable costs of
192conducting the audit. In the case of a material violation, Licensee
193agrees to pay Nokia any amounts owing that are attributable to the
194unauthorized use. In the alternative, Nokia reserves the right, at
195Nokia's sole option, to terminate the licenses for the Licensed
196Software.
197
1987.THIRD PARTY SOFTWARE
199
200The Licensed Software may provide links to third party libraries or
201code (collectively "Third Party Software") to implement various
202functions.  Third Party Software does not comprise part of the
203Licensed Software. In some cases, access to Third Party Software may
204be included along with the Licensed Software delivery as a convenience
205for development and testing only. Such source code and libraries may
206be listed in the ".../src/3rdparty" source tree delivered with the
207Licensed Software or documented in the Licensed Software where the
208Third Party Software is used, as may be amended from time to time, do
209not comprise the Licensed Software.  Licensee acknowledges (1) that
210some part of Third Party Software may require additional licensing of
211copyright and patents from the owners of such, and (2) that
212distribution of any of the Licensed Software referencing any portion
213of a Third Party Software may require appropriate licensing from such
214third parties.
215
2168.CONDITIONS FOR CREATING APPLICATIONS AND DISTRIBUTING REDISTRIBUTABLES
217
218The licenses granted in this Agreement for Licensee to create
219Applications and distribute them and the Redistributables (if any) to
220Licensee's customers is subject to all of the following conditions:
221(i) all copies of the Applications which Licensee creates must bear a
222valid copyright notice, either Licensee's own or the copyright notice
223that appears on the Licensed Software; (ii) Licensee may not remove or
224alter any copyright, trademark or other proprietary rights notice
225contained in any portion of the Licensed Software, including but not
226limited to the About Boxes in "Qt Assistant" and "Qt Linguist" as
227defined in Appendix 1; (iii) Redistributables, if any, shall be
228licensed to Licensee's customer "as is"; (iv) Licensee shall indemnify
229and hold Nokia, its Affiliates, contractors, and its suppliers,
230harmless from and against any claims or liabilities arising out of the
231use, reproduction or distribution of Applications; (v) Applications
232must be developed using a licensed, registered copy of the Licensed
233Software; (vi) Applications must add primary and substantial
234functionality to the Licensed Software; (vii) Applications may not
235pass on functionality which in any way makes it possible for others to
236create software with the Licensed Software, however Licensee may use
237the Licensed Software's scripting functionality solely in order to
238enable scripting that augments the functionality of the Application(s)
239without adding primary and substantial functionality to the
240Application(s); (viii) Applications may not compete with the Licensed
241Software; (ix) Licensee may not use Nokia's or any of its suppliers'
242names, logos, or trademarks to market Application(s), except to state
243that Application was developed using the Licensed Software.
244
245NOTE: The Open Source Editions of Nokia's Qt products and the Qt,
246Qtopia and Qt Extended versions previously licensed by Trolltech
247(collectively referred to as "Products") are licensed under the terms
248of the GNU Lesser General Public License version 2.1 ("LGPL") and/or
249the GNU General Public License versions 2.0 and 3.0 ("GPL") (as
250applicable) and not under this Agreement.  If Licensee has, at any
251time, developed all (or any portions of) the Application(s) using a
252version of one of these Products licensed under the LGPL or the GPL,
253Licensee may not combine such development work with the Licensed
254Software and must license such Application(s) (or any portions derived
255there from) under the terms of the GNU Lesser General Public License
256version 2.1 (Qt only) or GNU General Public License version 2.0 (Qt,
257Qtopia and Qt Extended) or version 3 (Qt only) copies of which are
258located at http://www.gnu.org/licenses/old-licenses/lgpl-2.1.html,
259http://www.fsf.org/licensing/licenses/info/GPLv2.html, and
260http://www.gnu.org/copyleft/gpl.html.
261
262
2639.LIMITED WARRANTY AND WARRANTY DISCLAIMER
264
265Nokia hereby represents and warrants with respect to the Licensed
266Software that it has the power and authority to grant the rights and
267licenses granted to Licensee under this Agreement. Except as set forth
268above, the Licensed Software is licensed to Licensee "as is". To the
269maximum extent permitted by applicable law, Nokia on behalf of itself
270and its suppliers, disclaims all warranties and conditions, either
271express or implied, including, but not limited to, implied warranties
272of merchantability, fitness for a particular purpose, title and
273non-infringement with regard to the Licensed Software.
274
27510.LIMITATION OF LIABILITY
276
277If, Nokia's warranty disclaimer notwithstanding, Nokia is held liable
278to Licensee, whether in contract, tort or any other legal theory,
279based on the Licensed Software, Nokia's entire liability to Licensee
280and Licensee's exclusive remedy shall be, at Nokia's option, either
281(A) return of the price Licensee paid for the Licensed Software, or
282(B) repair or replacement of the Licensed Software, provided Licensee
283returns to Nokia all copies of the Licensed Software as originally
284delivered to Licensee. Nokia shall not under any circumstances be
285liable to Licensee based on failure of the Licensed Software if the
286failure resulted from accident, abuse or misapplication, nor shall
287Nokia under any circumstances be liable for special damages, punitive
288or exemplary damages, damages for loss of profits or interruption of
289business or for loss or corruption of data. Any award of damages from
290Nokia to Licensee shall not exceed the total amount Licensee has paid
291to Nokia in connection with this Agreement.
292
29311.SUPPORT AND UPDATES
294
295Licensee shall be eligible to receive Support and Updates during the
296Initial Term, in accordance with Nokia's then current policies and
297procedures, if any. Such policies and procedures may be changed from
298time to time. Following the Initial Term, Nokia shall no longer make
299the Licensed Software available to Licensee unless Licensee purchases
300additional Support and Updates according to this Section 11 below.
301
302Licensee may purchase additional Support and Updates following the
303Initial Term at Nokia's terms and conditions applicable at the time of
304renewal.
305
30612.CONFIDENTIALITY
307
308Each party acknowledges that during the Initial Term of this Agreement
309it shall have access to information about the other party's business,
310business methods, business plans, customers, business relations,
311technology, and other information, including the terms of this
312Agreement, that is confidential and of great value to the other party,
313and the value of which would be significantly reduced if disclosed to
314third parties (the "Confidential Information"). Accordingly, when a
315party (the "Receiving Party") receives Confidential Information from
316another party (the "Disclosing Party"), the Receiving Party shall, and
317shall obligate its employees and agents and employees and agents of
318its affiliates to: (i) maintain the Confidential Information in strict
319confidence; (ii) not disclose the Confidential Information to a third
320party without the Disclosing Party's prior written approval; and (iii)
321not, directly or indirectly, use the Confidential Information for any
322purpose other than for exercising its rights and fulfilling its
323responsibilities pursuant to this Agreement. Each party shall take
324reasonable measures to protect the Confidential Information of the
325other party, which measures shall not be less than the measures taken
326by such party to protect its own confidential and proprietary
327information.
328
329"Confidential Information" shall not include information that (a) is
330or becomes generally known to the public through no act or omission of
331the Receiving Party; (b) was in the Receiving Party's lawful
332possession prior to the disclosure hereunder and was not subject to
333limitations on disclosure or use; (c) is developed by the Receiving
334Party without access to the Confidential Information of the Disclosing
335Party or by persons who have not had access to the Confidential
336Information of the Disclosing Party as proven by the written records
337of the Receiving Party; (d) is lawfully disclosed to the Receiving
338Party without restrictions, by a third party not under an obligation
339of confidentiality; or (e) the Receiving Party is legally compelled to
340disclose the information, in which case the Receiving Party shall
341assert the privileged and confidential nature of the information and
342cooperate fully with the Disclosing Party to protect against and
343prevent disclosure of any Confidential Information and to limit the
344scope of disclosure and the dissemination of disclosed Confidential
345Information by all legally available means.
346
347The obligations of the Receiving Party under this Section shall
348continue during the Initial Term and for a period of five (5) years
349after expiration or termination of this Agreement.  To the extent that
350the terms of the Non-Disclosure Agreement between Nokia and Licensee
351conflict with the terms of this Section 12, this Section 12 shall be
352controlling over the terms of the Non-Disclosure Agreement.
353
35413.GENERAL PROVISIONS
355
35613.1.Marketing
357
358Nokia may include Licensee's company name and logo in a publicly
359available list of Nokia customers and in its public communications.
360
36113.2.No Assignment
362
363Licensee shall not be entitled to assign or transfer all or any of its
364rights, benefits and obligations under this Agreement without the
365prior written consent of Nokia, which shall not be unreasonably
366withheld.
367
36813.3.Termination
369
370Nokia may terminate the Agreement at any time immediately upon written
371notice by Nokia to Licensee if Licensee breaches this Agreement.
372
373Either party shall have the right to terminate this Agreement
374immediately upon written notice in the event that the other party
375becomes insolvent, files for any form of bankruptcy, makes any
376assignment for the benefit of creditors, has a receiver,
377administrative receiver or officer appointed over the whole or a
378substantial part of its assets, ceases to conduct business, or an act
379equivalent to any of the above occurs under the laws of the
380jurisdiction of the other party.
381
382Upon termination of this Agreement, Licensee shall return to Nokia all
383copies of Licensed Software that were supplied by Nokia.  All other
384copies of Licensed Software in the possession or control of Licensee
385must be erased or destroyed.  An officer of Licensee must promptly
386deliver to Nokia a written confirmation that this has occurred.
387
38813.4.Surviving Sections
389
390Any terms and conditions that by their nature or otherwise reasonably
391should survive a cancellation or termination of this Agreement shall
392also be deemed to survive.  Such terms and conditions include, but are
393not limited to the following Sections: 2, 5.1, 6, 7, 8(iv), 10, 12,
39413.5, 13.6, 13.9, 13.10 and 13.11 of this Agreement.  Notwithstanding
395the foregoing, Section 5.1 shall not survive if the Agreement is
396terminated for material breach.
397
39813.5.Entire Agreement
399
400This Agreement constitutes the complete agreement between the parties
401and supersedes all prior or contemporaneous discussions,
402representations, and proposals, written or oral, with respect to the
403subject matters discussed herein, with the exception of the
404non-disclosure agreement executed by the parties in connection with
405this Agreement ("Non-Disclosure Agreement"), if any, shall be subject
406to Section 12. No modification of this Agreement shall be effective
407unless contained in a writing executed by an authorized representative
408of each party. No term or condition contained in Licensee's purchase
409order shall apply unless expressly accepted by Nokia in writing. If
410any provision of the Agreement is found void or unenforceable, the
411remainder shall remain valid and enforceable according to its
412terms. If any remedy provided is determined to have failed for its
413essential purpose, all limitations of liability and exclusions of
414damages set forth in this Agreement shall remain in effect.
415
41613.6.Payment and Taxes
417
418All payments under this Agreement are due within thirty (30) days of
419the date Nokia mails its invoice to Licensee.  All amounts payable are
420gross amounts but exclusive of any value added tax, use tax, sales tax
421or similar tax. Licensee shall be entitled to withhold from payments
422any applicable withholding taxes and comply with all applicable tax
423and employment legislation.  Each party shall pay all taxes
424(including, but not limited to, taxes based upon its income) or levies
425imposed on it under applicable laws, regulations and tax treaties as a
426result of this Agreement and any payments made hereunder (including
427those required to be withheld or deducted from payments).  Each party
428shall furnish evidence of such paid taxes as is sufficient to enable
429the other party to obtain any credits available to it, including
430original withholding tax certificates.
431
43213.7 Force Majeure
433
434Neither party shall be liable to the other for any delay or
435non-performance of its obligations hereunder other than the obligation
436of paying the license fees in the event and to the extent that such
437delay or non-performance is due to an event of Force Majeure (as
438defined below).  If any event of Force Majeure results in a delay or
439non-performance of a party for a period of three (3) months or longer,
440then either party shall have the right to terminate this Agreement
441with immediate effect without any liability (except for the
442obligations of payment arising prior to the event of Force Majeure)
443towards the other party.  A "Force Majeure" event shall mean an act of
444God, terrorist attack or other catastrophic event of nature that
445prevents either party for fulfilling its obligations under this
446Agreement.
447
44813.8.Notices
449
450Any notice given by one party to the other shall be deemed properly
451given and deemed received if specifically acknowledged by the
452receiving party in writing or when successfully delivered to the
453recipient by hand, fax, or special courier during normal business
454hours on a business day to the addresses specified below.  Each
455communication and document made or delivered by one party to the other
456party pursuant to this Agreement shall be in the English language or
457accompanied by a translation thereof.
458
459Notices to Nokia shall be given to:
460
461Nokia Norge AS
462Sandakerveien 116
463NO-0484 Oslo, Norway
464Fax:  +47 21 69 48 02
465
46613.9.Export Control
467
468Licensee acknowledges that the Licensed Software may be subject to
469export control restrictions of various countries.  Licensee shall
470fully comply with all applicable export license restrictions and
471requirements as well as with all laws and regulations relating to the
472importation of the Licensed Software and/or Modified Software and/or
473Applications and shall procure all necessary governmental
474authorizations, including without limitation, all necessary licenses,
475approvals, permissions or consents, where necessary for the
476re-exportation of the Licensed Software, Modified Software or
477Applications.
478
47913.10.Governing Law and Legal Venue
480
481This Agreement shall be construed and interpreted in accordance with
482the laws of Finland, excluding its choice of law provisions. Any
483disputes arising out of or relating to this Agreement shall be
484resolved in arbitration under the Rules of Arbitration of the Chamber
485of Commerce of Helsinki, Finland. The arbitration tribunal shall
486consist of one (1), or if either Party so requires, of three (3),
487arbitrators. The award shall be final and binding and enforceable in
488any court of competent jurisdiction. The arbitration shall be held in
489Helsinki, Finland and the process shall be conducted in the English
490language.
491
49213.11.No Implied License
493
494There are no implied licenses or other implied rights granted under
495this Agreement, and all rights, save for those expressly granted
496hereunder, shall remain with Nokia and its licensors.  In addition, no
497licenses or immunities are granted to the combination of the Licensed
498Software and/ Modified Software, as applicable, with any other
499software or hardware not delivered by Nokia under this Agreement.
500
501
502
503
504Appendix 1
505
506
5071. Parts of the Licensed Software that are permitted for distribution ("Redistributables"):
508
509- The Licensed Software's main and plug-in libraries in object code form
510- The Licensed Software's configuration tool ("qtconfig")
511- The Licensed Software's help tool in object code/executable form ("Qt Assistant")
512- The Licensed Software's internationalization tools in object code/executable form ("Qt Linguist", "lupdate", "lrelease")
513- The Licensed Software's designer tool ("Qt Designer")
514- The Licensed Software's IDE tool ("Qt Creator")
515
516
5172. Parts of the Licensed Software that are not permitted for distribution include, but are not limited to:
518
519- The Licensed Software's source code and header files
520- The Licensed Software's documentation
521- The Licensed Software's tool for writing makefiles ("qmake")
522- The Licensed Software's Meta Object Compiler ("moc")
523- The Licensed Software's User Interface Compiler ("uic" or in the case of Qt Jambi: "juic")
524- The Licensed Software's Resource Compiler ("rcc")
525- The Licensed Software's generator (only in the case of Qt Jambi if applicable)
526- The Licensed Software's Qt SDK
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