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

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

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1Qt Embedded Commercial Developer License Agreement
2Agreement version 1.2
3
4
5This Qt Embedded 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
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 operating system(s) listed in
28the License Certificate onto which Licensee is authorized to deploy
29Applications.
30
31"Designated User(s)" shall mean the employee(s) of Licensee acting
32within the scope of their employment or Licensee's consultant(s) or
33contractor(s) acting within the scope of their services for Licensee
34and on behalf of Licensee.
35
36"Development Platforms" shall mean the operating system(s) listed in
37the License Certificate on which Licensee may use, develop and modify
38the Licensed Software.
39
40"Initial Term" shall mean the period of time one (1) year from the
41later of (a) the Effective Date; or (b) the date the Licensed Software
42was initially delivered to Licensee by Nokia.  If no specific
43Effective Date is set forth in the Agreement, the Effective Date shall
44be deemed to be the date the Licensed Software was initially delivered
45to Licensee.
46
47"License Certificate" shall mean the document accompanying the
48Licensed Software which specifies the modules which are licensed under
49the Agreement, Development Platforms, Deployment Platforms and
50Designated Users.
51
52"Licensed Software" shall mean the computer software, "online" or
53electronic documentation, associated media and printed materials,
54including the source code, example programs and the documentation
55delivered by Nokia to Licensee in conjunction with this Agreement.
56Licensed Software does not include Third Party Software (as defined in
57Section 7).
58
59
60"Modified Software" shall mean modifications made to the Licensed
61Software by Licensee.
62
63"Party or Parties" shall mean Licensee and/or Nokia.
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
107
1084. VALIDITY OF THE AGREEMENT
109
110By installing, copying, or otherwise using the Licensed Software,
111Licensee agrees to be bound by the terms of this Agreement. If
112Licensee does not agree to the terms of this Agreement, Licensee
113should not install, copy, or otherwise use the Licensed Software. In
114addition, by installing, copying, or otherwise using any Updates or
115other components of the Licensed Software that Licensee receives
116separately as part of the Licensed Software, Licensee agrees to be
117bound by any additional license terms that accompany such Updates, if
118any. If Licensee does not agree to the additional license terms that
119accompany such Updates, Licensee should not install, copy, or
120otherwise use such Updates.
121
122Upon Licensee's acceptance of the terms and conditions of this
123Agreement, Nokia grants Licensee the right to use the Licensed
124Software in the manner provided below.
125
126
1275. LICENSES
128
1295.1 Using, Modifying and Copying
130
131Nokia grants to Licensee a non-exclusive, non-transferable, perpetual
132license to use, modify and copy the Licensed Software for Designated
133Users specified in the License Certificate for the sole purposes of:
134
135(i) designing, developing, and testing Application(s);
136
137(ii) modifying the Licensed Software as limited by Section 8 below; and
138
139(iii) compiling the Licensed Software and/or Modified Software source
140      code into object code.
141
142Licensee may install copies of the Licensed Software on an unlimited
143number of computers provided that only the Designated Users use the
144Licensed Software. Licensee may at any time designate another
145Designated User to replace a then-current Designated User by notifying
146Nokia, provided that a) the then-current Designated User has not been
147designated as a replacement during the last six (6) months; and b)
148there is no more than the specified number of Designated Users at any
149given time.
150
1515.2 No Distribution and Limited Exception
152
153Licensee may not distribute, transfer, assign or otherwise dispose of
154the Licensed Software and/or Modified Software, except as provided by
155a separate distribution agreement with Nokia for the Deployment
156Platforms that Licensee has licensed from Nokia.  Distribution on
157Platforms, other than Deployment Platforms is strictly prohibited.
158
159Notwithstanding the above limitation, Licensee may distribute the
160Application in binary/compiled form onto devices running Windows
161CE/Windows Mobile, provided the core functionality of the device does
162not depend on either the Licensed Software or the Application.
163
1645.3 Further Requirements
165
166The licenses granted in this Section 5 by Nokia to Licensee are
167subject to Licensee's compliance with Section 8 of this Agreement.
168
169
1706. VERIFICATION
171
172Nokia or a certified auditor on Nokia's behalf, may, upon its
173reasonable request and at its expense, audit Licensee with respect to
174the use of the Licensed Software. Such audit may be conducted by mail,
175electronic means or through an in-person visit to Licensee's place of
176business.  Any such in-person audit shall be conducted during regular
177business hours at Licensee's facilities and shall not unreasonably
178interfere with Licensee's business activities. Nokia will not remove,
179copy, or redistribute any electronic material during the course of an
180audit.  If an audit reveals that Licensee is using the Licensed
181Software in a way that is in material violation of the terms of the
182Agreement, then Licensee shall pay Nokia's reasonable costs of
183conducting the audit. In the case of a material violation, Licensee
184agrees to pay Nokia any amounts owing that are attributable to the
185unauthorized use. In the alternative, Nokia reserves the right, at
186Nokia's sole option, to terminate the licenses for the Licensed
187Software.
188
189
1907. THIRD PARTY SOFTWARE
191
192The Licensed Software may provide links to third party libraries or
193code (collectively "Third Party Software") to implement various
194functions.  Third Party Software does not comprise part of the
195Licensed Software. In some cases, access to Third Party Software may
196be included along with the Licensed Software delivery as a convenience
197for development and testing only. Such source code and libraries may
198be listed in the ".../src/3rdparty" source tree delivered with the
199Licensed Software or documented in the Licensed Software where the
200Third Party Software is used, as may be amended from time to time, do
201not comprise the Licensed Software.  Licensee acknowledges (i) that
202some part of Third Party Software may require additional licensing of
203copyright and patents from the owners of such, and (ii) that
204distribution of any of the Licensed Software referencing any portion
205of a Third Party Software may require appropriate licensing from such
206third parties.
207
208
2098. CONDITIONS FOR CREATING APPLICATIONS
210
211The licenses granted in this Agreement for Licensee to create, modify
212and distribute Applications is subject to all of the following
213conditions: (i) all copies of the Applications Licensee creates must
214bear a valid copyright notice either Licensee's own or the copyright
215notice that appears on the Licensed Software; (ii) Licensee may not
216remove or alter any copyright, trademark or other proprietary rights
217notice contained in any portion of the Licensed Software including but
218not limited to the About Boxes; (iii) Licensee will indemnify and hold
219Nokia, its Affiliates, contractors, and its suppliers, harmless from
220and against any claims or liabilities arising out of the use,
221reproduction or distribution of Applications; (iv) Applications must
222be developed using a licensed, registered copy of the Licensed
223Software; (v) Applications must add primary and substantial
224functionality to the Licensed Software; (vi) Applications may not pass
225on functionality which in any way makes it possible for others to
226create software with the Licensed Software; however Licensee may use
227the Licensed Software's scripting functionality solely in order to
228enable scripting that augments the functionality of the Application(s)
229without adding primary and substantial functionality to the
230Application(s); (vii) Licensee may create Modified Software that
231breaks the source or binary compatibility with the Licensed
232Software. This includes, but is not limited to, changing the
233application programming interfaces ("API") by adding, changing or
234deleting any variable, method, or class signature in the Licensed
235Software, the inter-process QCop specification, and/or any
236inter-process protocols, services or standards in the Licensed
237Software libraries.  To the extent that Licensee breaks source or
238binary compatibility with the Licensed Software, Licensee acknowledges
239that Nokia's ability to provide Support may be prevented or limited
240and Licensee's ability to make use of Updates may be restricted;
241(viii) Applications may not compete with the Licensed Software; (ix)
242Licensee may not use Nokia's or any of its suppliers' names, logos, or
243trademarks to market Applications, except to state that Licensee's
244Application was developed using the Licensed Software.
245
246NOTE: The Open Source Editions of Nokia's Qt products and the Qt,
247Qtopia and Qt Extended versions previously licensed by Trolltech
248(collectively referred to as "Products") are licensed under the terms
249of the GNU Lesser General Public License version 2.1 ("LGPL") and/or
250the GNU General Public License versions 2.0 and 3.0 ("GPL") (as
251applicable) and not under this Agreement.  If Licensee has, at any
252time, developed all (or any portions of) the Application(s) using a
253version of one of these Products licensed under the LGPL or the GPL,
254Licensee may not combine such development work with the Licensed
255Software and must license such Application(s) (or any portions derived
256there from) under the terms of the GNU Lesser General Public License
257version 2.1 (Qt only) or GNU General Public License version 2.0 (Qt,
258Qtopia and Qt Extended) or version 3 (Qt only) copies of which are
259located at http://www.gnu.org/licenses/old-licenses/lgpl-2.1.html,
260http://www.fsf.org/licensing/licenses/info/GPLv2.html, and
261http://www.gnu.org/copyleft/gpl.html.
262
263
2649. LIMITED WARRANTY AND WARRANTY DISCLAIMER
265
266Nokia hereby represents and warrants with respect to the Licensed
267Software that it has the power and authority to grant the rights and
268licenses granted to Licensee under this Agreement.  Except as set
269forth above, the Licensed Software is licensed to Licensee "as is".
270To the maximum extent permitted by applicable law, Nokia on behalf of
271itself and its suppliers, disclaims all warranties and conditions,
272either express or implied, including, but not limited to, implied
273warranties of merchantability and fitness for a particular purpose,
274title and non-infringement with regard to the Licensed Software.
275
276
27710. LIMITATION OF LIABILITY
278
279If, Nokia's warranty disclaimer notwithstanding, Nokia is held to be
280liable to Licensee whether in contract, tort, or any other legal
281theory, based on the Licensed Software, Nokia's entire liability to
282Licensee and Licensee's exclusive remedy shall be, at Nokia's option,
283either (a) return of the price Licensee paid for the Licensed
284Software, or (b) repair or replacement of the Licensed Software,
285provided Licensee returns to Nokia all copies of the Licensed Software
286as originally delivered to Licensee. Nokia shall not under any
287circumstances be liable to Licensee based on failure of the Licensed
288Software if the failure resulted from accident, abuse or
289misapplication, nor shall Nokia, under any circumstances, be liable
290for special damages, punitive or exemplary damages, damages for loss
291of profits or interruption of business or for loss or corruption of
292data. Any award of damages from Nokia to Licensee shall not exceed the
293total amount Licensee has paid to Nokia in connection with this
294Agreement.
295
296
29711. SUPPORT AND UPDATES
298
299Licensee will be eligible to receive Support and Updates during the
300Initial Term, in accordance with Nokia's then current policies and
301procedures, if any. Such policies and procedures may be changed from
302time to time. Following the Initial Term, Nokia shall no longer make
303the Licensed Software available to Licensee unless Licensee purchases
304additional Support and Updates according to this Section 11 below.
305
306Licensee may purchase additional Support and Updates following the
307Initial Term at Nokia's terms and conditions applicable at the time of
308renewal.
309
310
31112. CONFIDENTIALITY
312
313Each party acknowledges that during the Initial Term of this Agreement
314it shall have access to information about the other party's business,
315business methods, business plans, customers, business relations,
316technology, and other information, including the terms of this
317Agreement, that is confidential and of great value to the other party,
318and the value of which would be significantly reduced if disclosed to
319third parties (the "Confidential Information"). Accordingly, when a
320party (the "Receiving Party") receives Confidential Information from
321another party (the "Disclosing Party"), the Receiving Party shall, and
322shall obligate its employees and agents and employees and agents of
323its affiliates to: (i) maintain the Confidential Information in strict
324confidence; (ii) not disclose the Confidential Information to a third
325party without the Disclosing Party's prior written approval; and (iii)
326not, directly or indirectly, use the Confidential Information for any
327purpose other than for exercising its rights and fulfilling its
328responsibilities pursuant to this Agreement. Each party shall take
329reasonable measures to protect the Confidential Information of the
330other party, which measures shall not be less than the measures taken
331by such party to protect its own confidential and proprietary
332information.
333
334"Confidential Information" shall not include information that (a) is
335or becomes generally known to the public through no act or omission of
336the Receiving Party; (b) was in the Receiving Party's lawful
337possession prior to the disclosure hereunder and was not subject to
338limitations on disclosure or use; (c) is developed by the Receiving
339Party without access to the Confidential Information of the Disclosing
340Party or by persons who have not had access to the Confidential
341Information of the Disclosing Party as proven by the written records
342of the Receiving Party; (d) is lawfully disclosed to the Receiving
343Party without restrictions, by a third party not under an obligation
344of confidentiality; or (e) the Receiving Party is legally compelled to
345disclose the information, in which case the Receiving Party shall
346assert the privileged and confidential nature of the information and
347cooperate fully with the Disclosing Party to protect against and
348prevent disclosure of any Confidential Information and to limit the
349scope of disclosure and the dissemination of disclosed Confidential
350Information by all legally available means.
351
352The obligations of the Receiving Party under this Section shall
353continue during the Initial Term and for a period of five (5) years
354after expiration or termination of this Agreement.  To the extent that
355the terms of the Non-Disclosure Agreement between Nokia and Licensee
356conflict with the terms of this Section 12, this Section 12 shall be
357controlling over the terms of the Non-Disclosure Agreement.
358
359
36013. GENERAL PROVISIONS
361
36213.1. Marketing
363
364Nokia may include Licensee's company name and logo in a publicly
365available list of Nokia customers and in its public communications.
366
36713.2. No Assignment
368
369Licensee shall not be entitled to assign or transfer all or any of its
370rights, benefits and obligations under this Agreement without the
371prior written consent of Nokia, which shall not be unreasonably
372withheld.
373
37413.3. Termination
375
376Nokia may terminate the Agreement at any time immediately upon written
377notice by Nokia to Licensee if Licensee breaches this Agreement.
378
379Either party shall have the right to terminate this Agreement
380immediately upon written notice in the event that the other party
381becomes insolvent, files for any form of bankruptcy, makes any
382assignment for the benefit of creditors, has a receiver,
383administrative receiver or officer appointed over the whole or a
384substantial part of its assets, ceases to conduct business, or an act
385equivalent to any of the above occurs under the laws of the
386jurisdiction of the other party.
387
388Upon termination of the Licenses, Licensee shall return to Nokia all
389copies of Licensed Software that were supplied by Nokia.  All other
390copies of Licensed Software in the possession or control of Licensee
391must be erased or destroyed.  An officer of Licensee must promptly
392deliver to Nokia a written confirmation that this has occurred.
393
39413.4. Surviving Sections
395
396Any terms and conditions that by their nature or otherwise reasonably
397should survive a cancellation or termination of this Agreement shall
398also be deemed to survive.  Such terms and conditions include, but are
399not limited to the following Sections 2, 5.1, 6, 7, 8(iii), 10, 12,
40013.5, 13.6, 13.9, 13.10, and 13.11 shall survive the termination of
401the Agreement.  Notwithstanding the foregoing, Sections 5.1 shall not
402survive if the Agreement is terminated for material breach.
403
40413.5. Entire Agreement
405
406This Agreement constitutes the complete agreement between the parties
407and supersedes all prior or contemporaneous discussions,
408representations, and proposals, written or oral, with respect to the
409subject matters discussed herein, with the exception of the
410non-disclosure agreement executed by the parties in connection with
411this Agreement ("Non-Disclosure Agreement"), if any, shall be subject
412to Section 12. No modification of this Agreement shall be effective
413unless contained in a writing executed by an authorized representative
414of each party. No term or condition contained in Licensee's purchase
415order shall apply unless expressly accepted by Nokia in writing. If
416any provision of the Agreement is found void or unenforceable, the
417remainder shall remain valid and enforceable according to its
418terms. If any remedy provided is determined to have failed for its
419essential purpose, all limitations of liability and exclusions of
420damages set forth in this Agreement shall remain in effect.
421
42213.6. Payment and Taxes
423
424All payments under this Agreement are due within thirty (30) days of
425the date Nokia mails its invoice to Licensee.  All amounts payable are
426gross amounts but exclusive of any value added tax, use tax, sales tax
427or similar tax. Licensee shall be entitled to withhold from payments
428any applicable withholding taxes and comply with all applicable tax
429and employment legislation.  Each party shall pay all taxes
430(including, but not limited to, taxes based upon its income) or levies
431imposed on it under applicable laws, regulations and tax treaties as a
432result of this Agreement and any payments made hereunder (including
433those required to be withheld or deducted from payments).  Each party
434shall furnish evidence of such paid taxes as is sufficient to enable
435the other party to obtain any credits available to it, including
436original withholding tax certificates.
437
43813.7. Force Majeure
439
440Neither party shall be liable to the other for any delay or
441non-performance of its obligations hereunder other than the obligation
442of paying the license fees in the event and to the extent that such
443delay or non-performance is due to an event of Force Majeure (as
444defined below).  If any event of Force Majeure results in a delay or
445non-performance of a party for a period of three (3) months or longer,
446then either party shall have the right to terminate this Agreement
447with immediate effect without any liability (except for the
448obligations of payment arising prior to the event of Force Majeure)
449towards the other party.  A "Force Majeure" event shall mean an act of
450God, terrorist attack or other catastrophic event of nature that
451prevents either party for fulfilling its obligations under this
452Agreement.
453
454
45513.8. Notices
456
457Any notice given by one party to the other shall be deemed properly
458given and deemed received if specifically acknowledged by the
459receiving party in writing or when successfully delivered to the
460recipient by hand, fax, or special courier during normal business
461hours on a business day to the addresses specified below.  Each
462communication and document made or delivered by one party to the other
463party pursuant to this Agreement shall be in the English language or
464accompanied by a translation thereof.
465
466Notices to Nokia shall be given to:
467
468Nokia Norge AS
469Sandakerveien 116
470NO-0484 Oslo, Norway
471Fax:  +47 21 69 48 02
472
47313.9. Export Control
474
475Licensee acknowledges that the Licensed Software may be subject to
476export control restrictions of various countries.  Licensee shall
477fully comply with all applicable export license restrictions and
478requirements as well as with all laws and regulations relating to the
479importation of the Licensed Software and/or Modified Software and/or
480Applications and shall procure all necessary governmental
481authorizations, including without limitation, all necessary licenses,
482approvals, permissions or consents, where necessary for the
483re-exportation of the Licensed Software, Modified Software or
484Applications.
485
48613.10. Governing Law and Legal Venue:
487
488This Agreement shall be construed and interpreted in accordance with
489the laws of Finland, excluding its choice of law provisions. Any
490disputes arising out of or relating to this Agreement shall be
491resolved in arbitration under the Rules of Arbitration of the Chamber
492of Commerce of Helsinki, Finland. The arbitration tribunal shall
493consist of one (1), or if either Party so requires, of three (3),
494arbitrators. The award shall be final and binding and enforceable in
495any court of competent jurisdiction. The arbitration shall be held in
496Helsinki, Finland and the process shall be conducted in the English
497language.
498
49913.11 No Implied License
500
501There are no implied licenses or other implied rights granted under
502this Agreement, and all rights, save for those expressly granted
503hereunder, shall remain with Nokia and its licensors. In addition, no
504licenses or immunities are granted to the combination of the Licensed
505Software and/ Modified Software, as applicable, with any other
506software or hardware not delivered by Nokia under this Agreement.
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