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

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

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2Agreement version 3.7
4This Qt Commercial License Agreement ("Agreement") is a legal
5agreement between Nokia Inc. ("Nokia"), with its registered office at
6102 Corporate Park Drive, White Plains, NY 10604 U.S.A. and you
7(either an individual or a legal entity) ("Licensee") for the Licensed
8Software (as defined below).
12"Affiliate" of a Party shall mean an entity (i) which is directly or
13indirectly controlling such Party; (ii) which is under the same direct
14or indirect ownership or control as such Party; or (iii) which is
15directly or indirectly owned or controlled by such Party.  For these
16purposes, an entity shall be treated as being controlled by another if
17that other entity has fifty percent (50 %) or more of the votes in
18such entity, is able to direct its affairs and/or to control the
19composition of its board of directors or equivalent body.
21"Applications" shall mean Licensee's software products created using
22the Licensed Software which may include portions of the Licensed
25"Designated User(s)" shall mean the employee(s) of Licensee acting
26within the scope of their employment or Licensee?s consultant(s) or
27contractor(s) acting within the scope of their services for Licensee
28and on behalf of Licensee.
30"Initial Term" shall mean the period of time one (1) year from the
31later of (a) the Effective Date; or (b) the date the Licensed Software
32was initially delivered to Licensee by Nokia.  If no specific
33Effective Date is set forth in the Agreement, the Effective Date shall
34be deemed to be the date the Licensed Software was initially delivered
35to Licensee.
37"License Certificate" shall mean the document accompanying the
38Licensed Software which specifies the modules which are licensed under
39the Agreement, Platforms and Designated Users.
41"Licensed Software" shall mean the computer software, ?online? or
42electronic documentation, associated media and printed materials,
43including the source code, example programs and the documentation
44delivered by Nokia to Licensee in conjunction with this Agreement.
45Licensed Software does not include Third Party Software (as defined in
46Section 7).
48"Modified Software" shall mean modifications made to the Licensed
49Software by Licensee.
51"Party or Parties" shall mean Licensee and/or Nokia.
53"Platforms" shall mean the operating systems listed in the License
56"Redistributables" shall mean the portions of the Licensed Software
57set forth in Appendix 1, Section 1 that may be distributed with or as
58part of Applications in object code form.
60"Support" shall mean standard developer support that is provided by
61Nokia to assist eligible Designated Users in using the Licensed
62Software in accordance with its established standard support
63procedures listed at:
66"Updates" shall mean a release or version of the Licensed Software
67containing enhancement, new features, bug fixes, error corrections and
68other changes that are generally made available to users of the
69Licensed Software that have contracted for maintenance and support.
73The Licensed Software is protected by copyright laws and international
74copyright treaties, as well as other intellectual property laws and
75treaties. The Licensed Software is licensed, not sold.
77Nokia shall own all right, title and interest including the
78intellectual property rights in and to the information on bug fixes or
79error corrections relating to the Licensed Software that are submitted
80by Licensee to Nokia as well as any intellectual property rights to
81the correction of any errors, if any.  To the extent any rights do not
82automatically vest in Nokia, Licensee assigns, and shall ensure that
83all of its Affiliates, agents, subcontractors and employees assign,
84all such rights to Nokia.  All Nokia's and/or its licensors'
85trademarks, service marks, trade names, logos or other words or
86symbols are and shall remain the exclusive property of Nokia or its
87licensors respectively.
91Some of the files in the Licensed Software have been grouped into
92Modules. These files contain specific notices defining the Module of
93which they are a part. The Modules licensed to Licensee are specified
94in the License Certificate. The terms of the License Certificate are
95considered part of the Agreement. In the event of inconsistency or
96conflict between the language of this Agreement and the License
97Certificate, the provisions of this Agreement shall govern.
101By installing, copying, or otherwise using the Licensed Software,
102Licensee agrees to be bound by the terms of this Agreement. If
103Licensee does not agree to the terms of this Agreement, Licensee may
104not install, copy, or otherwise use the Licensed Software. Licensee
105may, however, return it to Licensee's place of purchase within
106fourteen (14) days of purchase for a full refund. In addition, by
107installing, copying, or otherwise using any Updates or other
108components of the Licensed Software that Licensee receives separately
109as part of the Licensed Software, Licensee agrees to be bound by any
110additional license terms that accompany such Updates, if any. If
111Licensee does not agree to the additional license terms that accompany
112such Updates, Licensee may not install, copy, or otherwise use such
115Upon Licensee's acceptance of the terms and conditions of this
116Agreement, Nokia grants Licensee the right to use the Licensed
117Software in the manner provided below.
1215.1 Using, modifying and copying
123Nokia grants to Licensee a non-exclusive, non-transferable, perpetual
124license to use, modify and copy the Licensed Software for the
125Designated User(s) specified in the License Certificate for the sole
126purposes of designing, developing, and testing Application(s).
128Licensee may install copies of the Licensed Software on an unlimited
129number of computers provided that only the Designated Users use the
130Licensed Software. Licensee may at any time designate another
131Designated User to replace a then-current Designated User by notifying
132Nokia, provided that a) the then-current Designated User has not been
133designated as a replacement during the last six (6) months; and b)
134there is no more than the specified number of Designated Users at any
135given time.
1375.2 Redistribution
139a) Nokia grants Licensee a non-exclusive, royalty-free right to
140   reproduce and distribute the object code form of Redistributables
141   for execution on the specified Platforms. Copies of
142   Redistributables may only be distributed with and for the sole
143   purpose of executing Applications permitted under this Agreement
144   that Licensee has created using the Licensed Software. Under no
145   circumstances may any copies of Redistributables be distributed
146   separately. This Agreement does not give Licensee any rights to
147   distribute any of the parts of the Licensed Software listed in
148   Appendix 1, Section 2, neither as a whole nor as parts or snippets
149   of code.
151b) Licensee may not distribute, transfer, assign or otherwise dispose
152   of Applications and/or Redistributables, in binary/compiled form,
153   or in any other form, if such action is part of a joint software
154   and hardware distribution, except as provided by a separate runtime
155   distribution license with Nokia or one of its authorized
156   distributors.  A joint hardware and software distribution shall be
157   defined as either:
159   (i) distribution of a hardware device where, in its final end user
160       configuration, the main user interface of the device is
161       provided by Application(s) created by Licensee or others, using
162       a commercial version of Qt or a Qt-based product, and depends
163       on the Licensed Software or an open source version of any Qt or
164       Qt-based software product; or
166   (ii) distribution of the Licensed Software with a device designed
167        to facilitate the installation of the Licensed Software onto
168        the same device where the main user interface of such device
169        is provided by Application(s) created by Licensee or others,
170        using a commercial version of Qt or a Qt-based product, and
171        depends on the Licensed Software.
1735.3 Further Requirements
175The licenses granted in this Section 5 by Nokia to Licensee are
176subject to Licensee's compliance with Section 8 of this Agreement.
180Nokia or a certified auditor on Nokia's behalf, may, upon its
181reasonable request and at its expense, audit Licensee with respect to
182the use of the Licensed Software. Such audit may be conducted by mail,
183electronic means or through an in-person visit to Licensee's place of
184business.  Any such in-person audit shall be conducted during regular
185business hours at Licensee's facilities and shall not unreasonably
186interfere with Licensee's business activities. Nokia shall not remove,
187copy, or redistribute any electronic material during the course of an
188audit. If an audit reveals that Licensee is using the Licensed
189Software in a way that is in material violation of the terms of the
190Agreement, then Licensee shall pay Nokia's reasonable costs of
191conducting the audit. In the case of a material violation, Licensee
192agrees to pay Nokia any amounts owing that are attributable to the
193unauthorized use. In the alternative, Nokia reserves the right, at
194Nokia's sole option, to terminate the licenses for the Licensed
199The Licensed Software may provide links to third party libraries or
200code (collectively "Third Party Software") to implement various
201functions.  Third Party Software does not comprise part of the
202Licensed Software. In some cases, access to Third Party Software may
203be included along with the Licensed Software delivery as a convenience
204for development and testing only. Such source code and libraries may
205be listed in the ".../src/3rdparty" source tree delivered with the
206Licensed Software or documented in the Licensed Software where the
207Third Party Software is used, as may be amended from time to time, do
208not comprise the Licensed Software.  Licensee acknowledges (1) that
209some part of Third Party Software may require additional licensing of
210copyright and patents from the owners of such, and (2) that
211distribution of any of the Licensed Software referencing any portion
212of a Third Party Software may require appropriate licensing from such
213third parties.
217The licenses granted in this Agreement for Licensee to create
218Applications and distribute them and the Redistributables (if any) to
219Licensee's customers is subject to all of the following conditions:
220(i) all copies of the Applications which Licensee creates must bear a
221valid copyright notice, either Licensee's own or the copyright notice
222that appears on the Licensed Software; (ii) Licensee may not remove or
223alter any copyright, trademark or other proprietary rights notice
224contained in any portion of the Licensed Software, including but not
225limited to the About Boxes in "Qt Assistant" and "Qt Linguist" as
226defined in Appendix 1; (iii) Redistributables, if any, shall be
227licensed to Licensee's customer "as is"; (iv) Licensee shall indemnify
228and hold Nokia, its Affiliates, contractors, and its suppliers,
229harmless from and against any claims or liabilities arising out of the
230use, reproduction or distribution of Applications; (v) Applications
231must be developed using a licensed, registered copy of the Licensed
232Software; (vi) Applications must add primary and substantial
233functionality to the Licensed Software; (vii) Applications may not
234pass on functionality which in any way makes it possible for others to
235create software with the Licensed Software, however Licensee may use
236the Licensed Software's scripting functionality solely in order to
237enable scripting that augments the functionality of the Application(s)
238without adding primary and substantial functionality to the
239Application(s); (viii) Applications may not compete with the Licensed
240Software; (ix) Licensee may not use Nokia's or any of its suppliers'
241names, logos, or trademarks to market Application(s), except to state
242that Application was developed using the Licensed Software.
244NOTE: The Open Source Editions of Nokia's Qt products and the Qt,
245Qtopia and Qt Extended versions previously licensed by Trolltech
246(collectively referred to as "Products") are licensed under the terms
247of the GNU Lesser General Public License version 2.1 ("LGPL") and/or
248the GNU General Public License versions 2.0 and 3.0 ("GPL") (as
249applicable) and not under this Agreement.  If Licensee has, at any
250time, developed all (or any portions of) the Application(s) using a
251version of one of these Products licensed under the LGPL or the GPL,
252Licensee may not combine such development work with the Licensed
253Software and must license such Application(s) (or any portions derived
254there from) under the terms of the GNU Lesser General Public License
255version 2.1 (Qt only) or GNU General Public License version 2.0 (Qt,
256Qtopia and Qt Extended) or version 3 (Qt only) copies of which are
257located at,
258, and
264Nokia hereby represents and warrants with respect to the Licensed
265Software that it has the power and authority to grant the rights and
266licenses granted to Licensee under this Agreement. Except as set forth
267above, the Licensed Software is licensed to Licensee "as is". To the
268maximum extent permitted by applicable law, Nokia on behalf of itself
269and its suppliers, disclaims all warranties and conditions, either
270express or implied, including, but not limited to, implied warranties
271of merchantability, fitness for a particular purpose, title and
272non-infringement with regard to the Licensed Software.
276If, Nokia's warranty disclaimer notwithstanding, Nokia is held liable
277to Licensee, whether in contract, tort or any other legal theory,
278based on the Licensed Software, Nokia's entire liability to Licensee
279and Licensee's exclusive remedy shall be, at Nokia's option, either
280(A) return of the price Licensee paid for the Licensed Software, or
281(B) repair or replacement of the Licensed Software, provided Licensee
282returns to Nokia all copies of the Licensed Software as originally
283delivered to Licensee. Nokia shall not under any circumstances be
284liable to Licensee based on failure of the Licensed Software if the
285failure resulted from accident, abuse or misapplication, nor shall
286Nokia under any circumstances be liable for special damages, punitive
287or exemplary damages, damages for loss of profits or interruption of
288business or for loss or corruption of data. Any award of damages from
289Nokia to Licensee shall not exceed the total amount Licensee has paid
290to Nokia in connection with this Agreement.
294Licensee shall be eligible to receive Support and Updates during the
295Initial Term, in accordance with Nokia's then current policies and
296procedures, if any. Such policies and procedures may be changed from
297time to time. Following the Initial Term, Nokia shall no longer make
298the Licensed Software available to Licensee unless Licensee purchases
299additional Support and Updates according to this Section 11 below.
301Licensee may purchase additional Support and Updates following the
302Initial Term at Nokia's terms and conditions applicable at the time of
307Each party acknowledges that during the Initial Term of this Agreement
308it shall have access to information about the other party's business,
309business methods, business plans, customers, business relations,
310technology, and other information, including the terms of this
311Agreement, that is confidential and of great value to the other party,
312and the value of which would be significantly reduced if disclosed to
313third parties (the "Confidential Information"). Accordingly, when a
314party (the "Receiving Party") receives Confidential Information from
315another party (the "Disclosing Party"), the Receiving Party shall, and
316shall obligate its employees and agents and employees and agents of
317its affiliates to: (i) maintain the Confidential Information in strict
318confidence; (ii) not disclose the Confidential Information to a third
319party without the Disclosing Party's prior written approval; and (iii)
320not, directly or indirectly, use the Confidential Information for any
321purpose other than for exercising its rights and fulfilling its
322responsibilities pursuant to this Agreement. Each party shall take
323reasonable measures to protect the Confidential Information of the
324other party, which measures shall not be less than the measures taken
325by such party to protect its own confidential and proprietary
328"Confidential Information" shall not include information that (a) is
329or becomes generally known to the public through no act or omission of
330the Receiving Party; (b) was in the Receiving Party's lawful
331possession prior to the disclosure hereunder and was not subject to
332limitations on disclosure or use; (c) is developed by the Receiving
333Party without access to the Confidential Information of the Disclosing
334Party or by persons who have not had access to the Confidential
335Information of the Disclosing Party as proven by the written records
336of the Receiving Party; (d) is lawfully disclosed to the Receiving
337Party without restrictions, by a third party not under an obligation
338of confidentiality; or (e) the Receiving Party is legally compelled to
339disclose the information, in which case the Receiving Party shall
340assert the privileged and confidential nature of the information and
341cooperate fully with the Disclosing Party to protect against and
342prevent disclosure of any Confidential Information and to limit the
343scope of disclosure and the dissemination of disclosed Confidential
344Information by all legally available means.
346The obligations of the Receiving Party under this Section shall
347continue during the Initial Term and for a period of five (5) years
348after expiration or termination of this Agreement.  To the extent that
349the terms of the Non-Disclosure Agreement between Nokia and Licensee
350conflict with the terms of this Section 12, this Section 12 shall be
351controlling over the terms of the Non-Disclosure Agreement.
35513.1 Marketing
357Nokia may include Licensee's company name and logo in a publicly
358available list of Nokia customers and in its public communications.
36013.2 No Assignment
362Licensee shall not be entitled to assign or transfer all or any of its
363rights, benefits and obligations under this Agreement without the
364prior written consent of Nokia, which shall not be unreasonably
36713.3 Termination
369Nokia may terminate the Agreement at any time immediately upon written
370notice by Nokia to Licensee if Licensee breaches this Agreement.
372Either party shall have the right to terminate this Agreement
373immediately upon written notice in the event that the other party
374becomes insolvent, files for any form of bankruptcy, makes any
375assignment for the benefit of creditors, has a receiver,
376administrative receiver or officer appointed over the whole or a
377substantial part of its assets, ceases to conduct business, or an act
378equivalent to any of the above occurs under the laws of the
379jurisdiction of the other party.
381Upon termination of this Agreement, Licensee shall return to Nokia all
382copies of Licensed Software that were supplied by Nokia.  All other
383copies of Licensed Software in the possession or control of Licensee
384must be erased or destroyed.  An officer of Licensee must promptly
385deliver to Nokia a written confirmation that this has occurred.
38713.4 Surviving Sections
389Any terms and conditions that by their nature or otherwise reasonably
390should survive a cancellation or termination of this Agreement shall
391also be deemed to survive.  Such terms and conditions include, but are
392not limited to the following Sections: 2, 5.1, 6, 7, 8(iv), 10, 12,
39313.5, 13.6, 13.9, 13.10 and 13.11 of this Agreement.  Notwithstanding
394the foregoing, Section 5.1 shall not survive if the Agreement is
395terminated for material breach.
39713.5 Entire Agreement
399This Agreement constitutes the complete agreement between the parties
400and supersedes all prior or contemporaneous discussions,
401representations, and proposals, written or oral, with respect to the
402subject matters discussed herein, with the exception of the
403non-disclosure agreement executed by the parties in connection with
404this Agreement ("Non-Disclosure Agreement"), if any, shall be subject
405to Section 12. No modification of this Agreement shall be effective
406unless contained in a writing executed by an authorized representative
407of each party. No term or condition contained in Licensee's purchase
408order shall apply unless expressly accepted by Nokia in writing. If
409any provision of the Agreement is found void or unenforceable, the
410remainder shall remain valid and enforceable according to its
411terms. If any remedy provided is determined to have failed for its
412essential purpose, all limitations of liability and exclusions of
413damages set forth in this Agreement shall remain in effect.
41513.6 Payment and Taxes
417All payments under this Agreement are due within thirty (30) days of
418the date Nokia mails its invoice to Licensee.  All amounts payable are
419gross amounts but exclusive of any value added tax, use tax, sales tax
420or similar tax. Licensee shall be entitled to withhold from payments
421any applicable withholding taxes and comply with all applicable tax
422and employment legislation.  Each party shall pay all taxes
423(including, but not limited to, taxes based upon its income) or levies
424imposed on it under applicable laws, regulations and tax treaties as a
425result of this Agreement and any payments made hereunder (including
426those required to be withheld or deducted from payments).  Each party
427shall furnish evidence of such paid taxes as is sufficient to enable
428the other party to obtain any credits available to it, including
429original withholding tax certificates.
43113.7 Force Majeure
433Neither party shall be liable to the other for any delay or
434non-performance of its obligations hereunder other than the obligation
435of paying the license fees in the event and to the extent that such
436delay or non-performance is due to an event of Force Majeure (as
437defined below).  If any event of Force Majeure results in a delay or
438non-performance of a party for a period of three (3) months or longer,
439then either party shall have the right to terminate this Agreement
440with immediate effect without any liability (except for the
441obligations of payment arising prior to the event of Force Majeure)
442towards the other party.  A "Force Majeure" event shall mean an act of
443God, terrorist attack or other catastrophic event of nature that
444prevents either party for fulfilling its obligations under this
44713.8 Notices
449Any notice given by one party to the other shall be deemed properly
450given and deemed received if specifically acknowledged by the
451receiving party in writing or when successfully delivered to the
452recipient by hand, fax, or special courier during normal business
453hours on a business day to the addresses specified below.  Each
454communication and document made or delivered by one party to the other
455party pursuant to this Agreement shall be in the English language or
456accompanied by a translation thereof.
458Notices to Nokia shall be given to:
460Nokia, Inc.
461555 Twin Dolphin Drive, Suite 280
462Redwood City, CA 94065 U.S.A.
463Fax:  +1-650-551-1851
46513.9 Export Control
467Licensee acknowledges that the Licensed Software may be subject to
468export control restrictions of various countries.  Licensee shall
469fully comply with all applicable export license restrictions and
470requirements as well as with all laws and regulations relating to the
471importation of the Licensed Software and/or Modified Software and/or
472Applications and shall procure all necessary governmental
473authorizations, including without limitation, all necessary licenses,
474approvals, permissions or consents, where necessary for the
475re-exportation of the Licensed Software, Modified Software or
47813.10 Governing Law and Legal Venue
480This Agreement shall be governed by and construed in accordance with
481the federal laws of the United States of America and the internal laws
482of the State of New York without given effect to any choice of law
483rule that would result in the application of the laws of any other
484jurisdiction.  The United Nations Convention on Contracts for the
485International Sale of Goods (CISG) shall not apply.  Each Party (a)
486hereby irrevocably submits itself to and consents to the jurisdiction
487of the United States District Court for the Southern District of New
488York (or if such court lacks jurisdiction, the state courts of the
489State of New York) for the purposes of any action, claim, suit or
490proceeding between the Parties in connection with any controversy,
491claim, or dispute arising out of or relating to this Agreement; and
492(b) hereby waives, and agrees not to assert by way of motion, as a
493defense or otherwise, in any such action, claim, suit or proceeding,
494any claim that is not personally subject to the jurisdiction of such
495court(s), that the action, claim, suit or proceeding is brought in an
496inconvenient forum or that the venue of the action, claim, suit or
497proceeding is improper.  Notwithstanding the foregoing, nothing in
498this Section 13.10 is intended to, or shall be deemed to, constitute a
499submission or consent to, or selection of, jurisdiction, forum or
500venue for any action for patent infringement, whether or not such
501action relates to this Agreement.
50413.11 No Implied License
506There are no implied licenses or other implied rights granted under
507this Agreement, and all rights, save for those expressly granted
508hereunder, shall remain with Nokia and its licensors.  In addition, no
509licenses or immunities are granted to the combination of the Licensed
510Software and/ Modified Software, as applicable, with any other
511software or hardware not delivered by Nokia under this Agreement.
51313.12 Government End Users
515A "U.S. Government End User" shall mean any agency or entity of the
516government of the United States.  The following shall apply if
517Licensee is a U.S. Government End User.  The Licensed Software is a
518"commercial item," as that term is defined in 48 C.F.R. 2.101
519(Oct. 1995), consisting of "commercial computer software" and
520"commercial computer software documentation," as such terms are used
521in 48 C.F.R. 12.212 (Sept. 1995).  Consistent with 48 C.F.R. 12.212
522and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995), all
523U.S. Government End Users acquire the Licensed Software with only
524those rights set forth herein.  The Licensed Software (including
525related documentation) is provided to U.S. Government End Users: (a)
526only as a commercial end item; and (b) only pursuant to this
532Appendix 1
5351. Parts of the Licensed Software that are permitted for distribution ("Redistributables"):
537- The Licensed Software's main and plug-in libraries in object code form
538- The Licensed Software's configuration tool ("qtconfig")
539- The Licensed Software's help tool in object code/executable form ("Qt Assistant")
540- The Licensed Software's internationalization tools in object code/executable form ("Qt Linguist", "lupdate", "lrelease")
541- The Licensed Software's designer tool ("Qt Designer")
542- The Licensed Software's IDE tool ("Qt Creator")
5452. Parts of the Licensed Software that are not permitted for distribution include, but are not limited to:
547- The Licensed Software's source code and header files
548- The Licensed Software's documentation
549- The Licensed Software's tool for writing makefiles ("qmake")
550- The Licensed Software's Meta Object Compiler ("moc")
551- The Licensed Software's User Interface Compiler ("uic" or in the case of Qt Jambi: "juic")
552- The Licensed Software's Resource Compiler ("rcc")
553- The Licensed Software's generator (only in the case of Qt Jambi if applicable)
554- The Licensed Software's Qt SDK
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