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

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

Initially imported qt-all-opensource-src-4.5.1 from Trolltech.

File size: 28.8 KB
1Qt All Operating Systems Commercial Developer License Agreement
2Agreement version 1.1
5This Qt All Operating Systems Commercial Developer License Agreement
6("Agreement") is a legal agreement between Nokia, Inc. ("Nokia") with
7its registered office at 102 Corporate Park Drive, White Plains, NY
810604, U.S.A., and you (either an individual or a legal entity)
9("Licensee") for the Licensed Software (as defined below).
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.
23"Applications" shall mean Licensee's software products created using
24the Licensed Software which may include portions of the Licensed
27"Deployment Platforms" shall mean the Embedded Linux, Windows(R) CE
28and Windows Mobile operating system(s).
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.
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.
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.
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).
53"Modified Software" shall mean modifications made to the Licensed
54Software by Licensee.
56"Party or Parties" shall mean Licensee and/or Nokia.
58"Platforms" shall mean the operating system(s) listed in the License
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.
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:
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.
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.
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.
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.
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.
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.
1295.1 Using, Modifying and Copying
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:
135(i) designing, developing, and testing Application(s);
137(ii) modifying the Licensed Software as limited by section 8 below; and
139(iii) compiling the Licensed Software and/or Modified Software source
140      code into object code.
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.
1515.2 Limited Redistribution
153a) Nokia grants Licensee a non-exclusive, royalty-free right to
154   reproduce and distribute the object code form of Redistributables
155   (listed in Appendix 1, Section 1) for execution on the specified
156   Platforms, excluding the Deployment Platforms. Copies of
157   Redistributables may only be distributed with and for the sole
158   purpose of executing Applications permitted under this Agreement
159   that Licensee has created using the Licensed Software. Under no
160   circumstances may any copies of Redistributables be distributed
161   separately. This Agreement does not give Licensee any rights to
162   distribute any of the parts of the Licensed Software listed in
163   Appendix 1, Section 2, neither as a whole nor as parts or snippets
164   of code.
166b) Licensee may not distribute, transfer, assign or otherwise dispose
167   of Applications and/or Redistributables, in binary/compiled form,
168   or in any other form, if such action is part of a joint software
169   and hardware distribution, except as provided by a separate runtime
170   distribution license with Nokia or one of its authorized
171   distributors.  A joint hardware and software distribution shall be
172   defined as either:
174   (i) distribution of a hardware device where, in its final end user
175       configuration, the main user interface of the device is
176       provided by Application(s) created by Licensee or others, using
177       a commercial version of a Qt or Qt-based product, and depends
178       on the Licensed Software or an open source version of any Qt or
179       Qt-based software product; or
181   (ii) distribution of the Licensed Software with a device designed
182        to facilitate the installation of the Licensed Software onto
183        the same device where the main user interface of such device
184        is provided by Application(s) created by Licensee or others,
185        using a commercial version of a Qt or Qt-based product, and
186        depends on the Licensed Software.
188c) Licensee's distribution of Licensed Software and/or Modified
189   Software or Applications on Deployment Platforms requires a
190   separate distribution license from Nokia.  Notwithstanding the
191   above limitation, Licensee may distribute the Application in
192   binary/compiled form onto devices running Windows CE/Windows
193   Mobile, provided the core functionality of the device does not
194   depend on either the Licensed Software or the Application.
1965.3 Further Requirements
198The licenses granted in this Section 5 by Nokia to Licensee are
199subject to Licensee's compliance with Section 8 of this Agreement.
204Nokia or a certified auditor on Nokia's behalf, may, upon its
205reasonable request and at its expense, audit Licensee with respect to
206the use of the Licensed Software. Such audit may be conducted by mail,
207electronic means or through an in-person visit to Licensee's place of
208business.  Any such in-person audit shall be conducted during regular
209business hours at Licensee's facilities and shall not unreasonably
210interfere with Licensee's business activities. Nokia will not remove,
211copy, or redistribute any electronic material during the course of an
212audit.  If an audit reveals that Licensee is using the Licensed
213Software in a way that is in material violation of the terms of the
214Agreement, then Licensee shall pay Nokia's reasonable costs of
215conducting the audit. In the case of a material violation, Licensee
216agrees to pay Nokia any amounts owing that are attributable to the
217unauthorized use. In the alternative, Nokia reserves the right, at
218Nokia's sole option, to terminate the licenses for the Licensed
224The Licensed Software may provide links to third party libraries or
225code (collectively "Third Party Software") to implement various
226functions.  Third Party Software does not comprise part of the
227Licensed Software. In some cases, access to Third Party Software may
228be included along with the Licensed Software delivery as a convenience
229for development and testing only. Such source code and libraries may
230be listed in the ".../src/3rdparty" source tree delivered with the
231Licensed Software or documented in the Licensed Software where the
232Third Party Software is used, as may be amended from time to time, do
233not comprise the Licensed Software.  Licensee acknowledges (i) that
234some part of Third Party Software may require additional licensing of
235copyright and patents from the owners of such, and (ii) that
236distribution of any of the Licensed Software referencing any portion
237of a Third Party Software may require appropriate licensing from such
238third parties.
243The licenses granted in this Agreement for Licensee to create, modify
244and distribute Applications is subject to all of the following
245conditions: (i) all copies of the Applications Licensee creates must
246bear a valid copyright notice either Licensee's own or the copyright
247notice that appears on the Licensed Software; (ii) Licensee may not
248remove or alter any copyright, trademark or other proprietary rights
249notice contained in any portion of the Licensed Software including but
250not limited to the About Boxes; (iii) Licensee will indemnify and hold
251Nokia, its Affiliates, contractors, and its suppliers, harmless from
252and against any claims or liabilities arising out of the use,
253reproduction or distribution of Applications; (iv) Applications must
254be developed using a licensed, registered copy of the Licensed
255Software; (v) Applications must add primary and substantial
256functionality to the Licensed Software; (vi) Applications may not pass
257on functionality which in any way makes it possible for others to
258create software with the Licensed Software; however Licensee may use
259the Licensed Software's scripting functionality solely in order to
260enable scripting that augments the functionality of the Application(s)
261without adding primary and substantial functionality to the
262Application(s); (vii) Licensee may create Modified Software that
263breaks the source or binary compatibility with the Licensed
264Software. This includes, but is not limited to, changing the
265application programming interfaces ("API") by adding, changing or
266deleting any variable, method, or class signature in the Licensed
267Software, the inter-process QCop specification, and/or any
268inter-process protocols, services or standards in the Licensed
269Software libraries.  To the extent that Licensee breaks source or
270binary compatibility with the Licensed Software, Licensee acknowledges
271that Nokia's ability to provide Support may be prevented or limited
272and Licensee's ability to make use of Updates may be restricted;
273(viii) Applications may not compete with the Licensed Software; (ix)
274Licensee may not use Nokia's or any of its suppliers' names, logos, or
275trademarks to market Applications, except to state that Licensee's
276Application(s) was developed using the Licensed Software.
278NOTE: The Open Source Editions of Nokia's Qt products and the Qt,
279Qtopia and Qt Extended versions previously licensed by Trolltech
280(collectively referred to as "Products") are licensed under the terms
281of the GNU Lesser General Public License version 2.1 ("LGPL") and/or
282the GNU General Public License versions 2.0 and 3.0 ("GPL") (as
283applicable) and not under this Agreement.  If Licensee has, at any
284time, developed all (or any portions of) the Application(s) using a
285version of one of these Products licensed under the LGPL or the GPL,
286Licensee may not combine such development work with the Licensed
287Software and must license such Application(s) (or any portions derived
288there from) under the terms of the GNU Lesser General Public License
289version 2.1 (Qt only) or GNU General Public License version 2.0 (Qt,
290Qtopia and Qt Extended) or version 3 (Qt only) copies of which are
291located at,
292, and
298Nokia hereby represents and warrants with respect to the Licensed
299Software that it has the power and authority to grant the rights and
300licenses granted to Licensee under this Agreement.  Except as set
301forth above, the Licensed Software is licensed to Licensee "as is".
302To the maximum extent permitted by applicable law, Nokia on behalf of
303itself and its suppliers, disclaims all warranties and conditions,
304either express or implied, including, but not limited to, implied
305warranties of merchantability and fitness for a particular purpose,
306title and non-infringement with regard to the Licensed Software.
311If, Nokia's warranty disclaimer notwithstanding, Nokia is held to be
312liable to Licensee whether in contract, tort, or any other legal
313theory, based on the Licensed Software, Nokia's entire liability to
314Licensee and Licensee's exclusive remedy shall be, at Nokia's option,
315either (a) return of the price Licensee paid for the Licensed
316Software, or (b) repair or replacement of the Licensed Software,
317provided Licensee returns to Nokia all copies of the Licensed Software
318as originally delivered to Licensee. Nokia shall not under any
319circumstances be liable to Licensee based on failure of the Licensed
320Software if the failure resulted from accident, abuse or
321misapplication, nor shall Nokia, under any circumstances, be liable
322for special damages, punitive or exemplary damages, damages for loss
323of profits or interruption of business or for loss or corruption of
324data. Any award of damages from Nokia to Licensee shall not exceed the
325total amount Licensee has paid to Nokia in connection with this
331Licensee will be eligible to receive Support and Updates during the
332Initial Term, in accordance with Nokia's then current policies and
333procedures, if any. Such policies and procedures may be changed from
334time to time. Following the Initial Term, Nokia shall no longer make
335the Licensed Software available to Licensee unless Licensee purchases
336additional Support and Updates according to this Section 11 below.
338Licensee may purchase additional Support and Updates following the
339Initial Term at Nokia's terms and conditions applicable at the time of
345Each party acknowledges that during the Initial Term of this Agreement
346it shall have access to information about the other party's business,
347business methods, business plans, customers, business relations,
348technology, and other information, including the terms of this
349Agreement, that is confidential and of great value to the other party,
350and the value of which would be significantly reduced if disclosed to
351third parties (the "Confidential Information"). Accordingly, when a
352party (the "Receiving Party") receives Confidential Information from
353another party (the "Disclosing Party"), the Receiving Party shall, and
354shall obligate its employees and agents and employees and agents of
355its affiliates to: (i) maintain the Confidential Information in strict
356confidence; (ii) not disclose the Confidential Information to a third
357party without the Disclosing Party's prior written approval; and (iii)
358not, directly or indirectly, use the Confidential Information for any
359purpose other than for exercising its rights and fulfilling its
360responsibilities pursuant to this Agreement. Each party shall take
361reasonable measures to protect the Confidential Information of the
362other party, which measures shall not be less than the measures taken
363by such party to protect its own confidential and proprietary
366"Confidential Information" shall not include information that (a) is
367or becomes generally known to the public through no act or omission of
368the Receiving Party; (b) was in the Receiving Party's lawful
369possession prior to the disclosure hereunder and was not subject to
370limitations on disclosure or use; (c) is developed by the Receiving
371Party without access to the Confidential Information of the Disclosing
372Party or by persons who have not had access to the Confidential
373Information of the Disclosing Party as proven by the written records
374of the Receiving Party; (d) is lawfully disclosed to the Receiving
375Party without restrictions, by a third party not under an obligation
376of confidentiality; or (e) the Receiving Party is legally compelled to
377disclose the information, in which case the Receiving Party shall
378assert the privileged and confidential nature of the information and
379cooperate fully with the Disclosing Party to protect against and
380prevent disclosure of any Confidential Information and to limit the
381scope of disclosure and the dissemination of disclosed Confidential
382Information by all legally available means.
384The obligations of the Receiving Party under this Section shall
385continue during the Initial Term and for a period of five (5) years
386after expiration or termination of this Agreement.  To the extent that
387the terms of the Non-Disclosure Agreement between Nokia and Licensee
388conflict with the terms of this Section 12, this Section 12 shall be
389controlling over the terms of the Non-Disclosure Agreement.
39513.1 Marketing
397Nokia may include Licensee's company name and logo in a publicly
398available list of Nokia customers and in its public communications.
40013.2 No Assignment
402Licensee shall not be entitled to assign or transfer all or any of its
403rights, benefits and obligations under this Agreement without the
404prior written consent of Nokia, which shall not be unreasonably
40713.3 Termination
409Nokia may terminate the Agreement at any time immediately upon written
410notice by Nokia to Licensee if Licensee breaches this Agreement.
412Either party shall have the right to terminate this Agreement
413immediately upon written notice in the event that the other party
414becomes insolvent, files for any form of bankruptcy, makes any
415assignment for the benefit of creditors, has a receiver,
416administrative receiver or officer appointed over the whole or a
417substantial part of its assets, ceases to conduct business, or an act
418equivalent to any of the above occurs under the laws of the
419jurisdiction of the other party.
421Upon termination of the Licenses, Licensee shall return to Nokia all
422copies of Licensed Software that were supplied by Nokia.  All other
423copies of Licensed Software in the possession or control of Licensee
424must be erased or destroyed.  An officer of Licensee must promptly
425deliver to Nokia a written confirmation that this has occurred.
42713.4 Surviving Sections
429Any terms and conditions that by their nature or otherwise reasonably
430should survive a cancellation or termination of this Agreement shall
431also be deemed to survive.  Such terms and conditions include, but are
432not limited to the following Sections 2, 5.1, 6, 7, 8(iii), 10, 12,
43313.5, 13.6, 13.9, 13.10, and 13.11 shall survive the termination of
434the Agreement.  Notwithstanding the foregoing, Section 5.1 shall not
435survive if the Agreement is terminated for material breach.
43713.5 Entire Agreement
439This Agreement constitutes the complete agreement between the parties
440and supersedes all prior or contemporaneous discussions,
441representations, and proposals, written or oral, with respect to the
442subject matters discussed herein, with the exception of the
443non-disclosure agreement executed by the parties in connection with
444this Agreement ("Non-Disclosure Agreement"), if any, shall be subject
445to Section 12. No modification of this Agreement shall be effective
446unless contained in a writing executed by an authorized representative
447of each party. No term or condition contained in Licensee's purchase
448order shall apply unless expressly accepted by Nokia in writing. If
449any provision of the Agreement is found void or unenforceable, the
450remainder shall remain valid and enforceable according to its
451terms. If any remedy provided is determined to have failed for its
452essential purpose, all limitations of liability and exclusions of
453damages set forth in this Agreement shall remain in effect.
45613.6 Payment and Taxes
458All payments under this Agreement are due within thirty (30) days of
459the date Nokia mails its invoice to Licensee.  All amounts payable are
460gross amounts but exclusive of any value added tax, use tax, sales tax
461or similar tax. Licensee shall be entitled to withhold from payments
462any applicable withholding taxes and comply with all applicable tax
463and employment legislation.  Each party shall pay all taxes
464(including, but not limited to, taxes based upon its income) or levies
465imposed on it under applicable laws, regulations and tax treaties as a
466result of this Agreement and any payments made hereunder (including
467those required to be withheld or deducted from payments).  Each party
468shall furnish evidence of such paid taxes as is sufficient to enable
469the other party to obtain any credits available to it, including
470original withholding tax certificates.
47213.7 Force Majeure
474Neither party shall be liable to the other for any delay or
475non-performance of its obligations hereunder other than the obligation
476of paying the license fees in the event and to the extent that such
477delay or non-performance is due to an event of Force Majeure (as
478defined below).  If any event of Force Majeure results in a delay or
479non-performance of a party for a period of three (3) months or longer,
480then either party shall have the right to terminate this Agreement
481with immediate effect without any liability (except for the
482obligations of payment arising prior to the event of Force Majeure)
483towards the other party.  A "Force Majeure" event shall mean an act of
484God, terrorist attack or other catastrophic event of nature that
485prevents either party for fulfilling its obligations under this
48813.8 Notices
490Any notice given by one party to the other shall be deemed properly
491given and deemed received if specifically acknowledged by the
492receiving party in writing or when successfully delivered to the
493recipient by hand, fax, or special courier during normal business
494hours on a business day to the addresses specified below.  Each
495communication and document made or delivered by one party to the other
496party pursuant to this Agreement shall be in the English language or
497accompanied by a translation thereof.
499Notices to Nokia shall be given to:
501Nokia, Inc.
502555 Twin Dolphin Drive, Suite 280
503Redwood City, CA 94065 U.S.A.
504Fax:  +1-650551-1851
50613.9 Export Control
508Licensee acknowledges that the Licensed Software may be subject to
509export control restrictions of various countries.  Licensee shall
510fully comply with all applicable export license restrictions and
511requirements as well as with all laws and regulations relating to the
512importation of the Licensed Software and/or Modified Software and/or
513Applications and shall procure all necessary governmental
514authorizations, including without limitation, all necessary licenses,
515approvals, permissions or consents, where necessary for the
516re-exportation of the Licensed Software, Modified Software or
51913.10 Governing Law and Legal Venue
521This Agreement shall be governed by and construed in accordance with
522the federal laws of the United States of America and the internal laws
523of the State of New York without given effect to any choice of law
524rule that would result in the application of the laws of any other
525jurisdiction.  The United Nations Convention on Contracts for the
526International Sale of Goods (CISG) shall not apply.  Each Party (a)
527hereby irrevocably submits itself to and consents to the jurisdiction
528of the United States District Court for the Southern District of New
529York (or if such court lacks jurisdiction, the state courts of the
530State of New York) for the purposes of any action, claim, suit or
531proceeding between the Parties in connection with any controversy,
532claim, or dispute arising out of or relating to this Agreement; and
533(b) hereby waives, and agrees not to assert by way of motion, as a
534defense or otherwise, in any such action, claim, suit or proceeding,
535any claim that is not personally subject to the jurisdiction of such
536court(s), that the action, claim, suit or proceeding is brought in an
537inconvenient forum or that the venue of the action, claim, suit or
538proceeding is improper.  Notwithstanding the foregoing, nothing in
539this Section 13.10 is intended to, or shall be deemed to, constitute a
540submission or consent to, or selection of, jurisdiction, forum or
541venue for any action for patent infringement, whether or not such
542action relates to this Agreement.
54513.11 No Implied License
547There are no implied licenses or other implied rights granted under
548this Agreement, and all rights, save for those expressly granted
549hereunder, shall remain with Nokia and its licensors.  In addition, no
550licenses or immunities are granted to the combination of the Licensed
551Software and/ Modified Software, as applicable, with any other
552software or hardware not delivered by Nokia under this Agreement.
55413.11 Government End Users
556A "U.S. Government End User" shall mean any agency or entity of the
557government of the United States.  The following shall apply if
558Licensee is a U.S. Government End User.  The Licensed Software is a
559"commercial item," as that term is defined in 48 C.F.R. 2.101
560(Oct. 1995), consisting of "commercial computer software" and
561"commercial computer software documentation," as such terms are used
562in 48 C.F.R. 12.212 (Sept. 1995).  Consistent with 48 C.F.R. 12.212
563and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995), all
564U.S. Government End Users acquire the Licensed Software with only
565those rights set forth herein.  The Licensed Software (including
566related documentation) is provided to U.S. Government End Users: (a)
567only as a commercial end item; and (b) only pursuant to this
572Appendix 1
5751. Parts of the Licensed Software that are permitted for distribution ("Redistributables"):
577- The Licensed Software's main and plug-in libraries in object code form
578- The Licensed Software's configuration tool ("qtconfig")
579- The Licensed Software's help tool in object code/executable form ("Qt Assistant")
580- The Licensed Software's internationalization tools in object code/executable form ("Qt Linguist", "lupdate", "lrelease")
581- The Licensed Software's designer tool ("Qt Designer")
582- The Licensed Software's IDE tool ("Qt Creator")
5852. Parts of the Licensed Software that are not permitted for distribution include, but are not limited to:
587- The Licensed Software's source code and header files
588- The Licensed Software's documentation
589- The Licensed Software's tool for writing makefiles ("qmake")
590- The Licensed Software's Meta Object Compiler ("moc")
591- The Licensed Software's User Interface Compiler ("uic" or in the case of Qt Jambi: "juic")
592- The Licensed Software's Resource Compiler ("rcc")
593- The Licensed Software's generator (only in the case of Qt Jambi if applicable)
594- The Licensed Software's Qt SDK
Note: See TracBrowser for help on using the repository browser.