source: branches/vendor/trolltech/qt/current/.LICENSE-EMBEDDED-US @ 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
5This Qt Embedded Commercial Developer License Agreement ("Agreement")
6is a legal agreement between Nokia, Inc. ("Nokia") with a registered
7business address at 102 Corporate Park Drive, White Plains, NY 10604,
8U.S.A. and you (either an individual or a legal entity) ("Licensee")
9for 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 operating system(s) listed in
28the License Certificate onto which Licensee is authorized to deploy
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.
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.
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.
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.
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).
59"Modified Software" shall mean modifications made to the Licensed
60Software by Licensee.
62"Party or Parties" shall mean Licensee and/or Nokia.
64"Support" shall mean standard developer support that is provided by
65Nokia to assist eligible Designated Users in using the Licensed
66Software in accordance with its established standard support
67procedures listed at:
70"Updates" shall mean a release or version of the Licensed Software
71containing enhancements, new features, bug fixes, error corrections
72and other changes that are generally made available to users of the
73Licensed Software that have contracted for maintenance and support.
78The Licensed Software is protected by copyright laws and international
79copyright treaties, as well as other intellectual property laws and
80treaties. The Licensed Software is licensed, not sold.
82Nokia shall own all right, title and interest including the
83intellectual property rights in and to the information on bug fixes or
84error corrections relating to the Licensed Software that are submitted
85by Licensee to Nokia as well as any intellectual property rights to
86the correction of any errors, if any.  To the extent any rights do not
87automatically vest in Nokia, Licensee assigns, and shall ensure that
88all of its Affiliates, agents, subcontractors and employees assign,
89all such rights to Nokia.  All Nokia's and/or its licensors'
90trademarks, service marks, trade names, logos or other words or
91symbols are and shall remain the exclusive property of Nokia or its
92licensors respectively.
97Some of the files in the Licensed Software have been grouped into
98Modules. These files contain specific notices defining the Module of
99which they are a part. The Modules licensed to Licensee are specified
100in the License Certificate accompanying the Licensed Software. The
101terms of the License Certificate are considered part of the
102Agreement. In the event of inconsistency or conflict between the
103language of this Agreement and the License Certificate, the provisions
104of this Agreement shall govern.
109By installing, copying, or otherwise using the Licensed Software,
110Licensee agrees to be bound by the terms of this Agreement. If
111Licensee does not agree to the terms of this Agreement, Licensee
112should not install, copy, or otherwise use the Licensed Software. In
113addition, by installing, copying, or otherwise using any Updates or
114other components of the Licensed Software that Licensee receives
115separately as part of the Licensed Software, Licensee agrees to be
116bound by any additional license terms that accompany such Updates, if
117any. If Licensee does not agree to the additional license terms that
118accompany such Updates, Licensee should not install, copy, or
119otherwise use such Updates.
121Upon Licensee's acceptance of the terms and conditions of this
122Agreement, Nokia grants Licensee the right to use the Licensed
123Software in the manner provided below.
1285.1 Using, Modifying and Copying
130Nokia grants to Licensee a non-exclusive, non-transferable, perpetual
131license to use, modify and copy the Licensed Software for Designated
132Users specified in the License Certificate for the sole purposes of:
134(i) designing, developing, and testing Application(s);
136(ii) modifying the Licensed Software as limited by Section 8 below; and
138(iii) compiling the Licensed Software and/or Modified Software source
139      code into object code.
141Licensee may install copies of the Licensed Software on an unlimited
142number of computers provided that only the Designated Users use the
143Licensed Software. Licensee may at any time designate another
144Designated User to replace a then-current Designated User by notifying
145Nokia, provided that a) the then-current Designated User has not been
146designated as a replacement during the last six (6) months; and b)
147there is no more than the specified number of Designated Users at any
148given time.
1505.2 No Distribution and Limited Exception
152Licensee may not distribute, transfer, assign or otherwise dispose of
153the Licensed Software and/or Modified Software, except as provided by
154a separate distribution agreement with Nokia for the Deployment
155Platforms that Licensee has licensed from Nokia.  Distribution on
156Platforms, other than Deployment Platforms is strictly prohibited.
158Notwithstanding the above limitation, Licensee may distribute the
159Application in binary/compiled form onto devices running Windows
160CE/Windows Mobile, provided the core functionality of the device does
161not depend on either the Licensed Software or the Application.
1635.3 Further Requirements
165The licenses granted in this Section 5 by Nokia to Licensee are
166subject to Licensee's compliance with Section 8 of this Agreement.
171Nokia or a certified auditor on Nokia's behalf, may, upon its
172reasonable request and at its expense, audit Licensee with respect to
173the use of the Licensed Software. Such audit may be conducted by mail,
174electronic means or through an in-person visit to Licensee's place of
175business.  Any such in-person audit shall be conducted during regular
176business hours at Licensee's facilities and shall not unreasonably
177interfere with Licensee's business activities. Nokia will not remove,
178copy, or redistribute any electronic material during the course of an
179audit.  If an audit reveals that Licensee is using the Licensed
180Software in a way that is in material violation of the terms of the
181Agreement, then Licensee shall pay Nokia's reasonable costs of
182conducting the audit. In the case of a material violation, Licensee
183agrees to pay Nokia any amounts owing that are attributable to the
184unauthorized use. In the alternative, Nokia reserves the right, at
185Nokia's sole option, to terminate the licenses for the Licensed
191The Licensed Software may provide links to third party libraries or
192code (collectively "Third Party Software") to implement various
193functions.  Third Party Software does not comprise part of the
194Licensed Software. In some cases, access to Third Party Software may
195be included along with the Licensed Software delivery as a convenience
196for development and testing only. Such source code and libraries may
197be listed in the ".../src/3rdparty" source tree delivered with the
198Licensed Software or documented in the Licensed Software where the
199Third Party Software is used, as may be amended from time to time, do
200not comprise the Licensed Software.  Licensee acknowledges (i) that
201some part of Third Party Software may require additional licensing of
202copyright and patents from the owners of such, and (ii) that
203distribution of any of the Licensed Software referencing any portion
204of a Third Party Software may require appropriate licensing from such
205third parties.
210The licenses granted in this Agreement for Licensee to create, modify
211and distribute Applications is subject to all of the following
212conditions: (i) all copies of the Applications Licensee creates must
213bear a valid copyright notice either Licensee's own or the copyright
214notice that appears on the Licensed Software; (ii) Licensee may not
215remove or alter any copyright, trademark or other proprietary rights
216notice contained in any portion of the Licensed Software including but
217not limited to the About Boxes; (iii) Licensee will indemnify and hold
218Nokia, its Affiliates, contractors, and its suppliers, harmless from
219and against any claims or liabilities arising out of the use,
220reproduction or distribution of Applications; (iv) Applications must
221be developed using a licensed, registered copy of the Licensed
222Software; (v) Applications must add primary and substantial
223functionality to the Licensed Software; (vi) Applications may not pass
224on functionality which in any way makes it possible for others to
225create software with the Licensed Software; however Licensee may use
226the Licensed Software's scripting functionality solely in order to
227enable scripting that augments the functionality of the Application(s)
228without adding primary and substantial functionality to the
229Application(s); (vii) Licensee may create Modified Software that
230breaks the source or binary compatibility with the Licensed
231Software. This includes, but is not limited to, changing the
232application programming interfaces ("API") by adding, changing or
233deleting any variable, method, or class signature in the Licensed
234Software, the inter-process QCop specification, and/or any
235inter-process protocols, services or standards in the Licensed
236Software libraries.  To the extent that Licensee breaks source or
237binary compatibility with the Licensed Software, Licensee acknowledges
238that Nokia's ability to provide Support may be prevented or limited
239and Licensee's ability to make use of Updates may be restricted;
240(viii) Applications may not compete with the Licensed Software; (ix)
241Licensee may not use Nokia's or any of its suppliers' names, logos, or
242trademarks to market Applications, except to state that Licensee's
243Application was developed using the Licensed Software.
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,
259, and
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
268forth above, the Licensed Software is licensed to Licensee "as is".
269To the maximum extent permitted by applicable law, Nokia on behalf of
270itself and its suppliers, disclaims all warranties and conditions,
271either express or implied, including, but not limited to, implied
272warranties of merchantability and fitness for a particular purpose,
273title and non-infringement with regard to the Licensed Software.
278If, Nokia's warranty disclaimer notwithstanding, Nokia is held to be
279liable to Licensee whether in contract, tort, or any other legal
280theory, based on the Licensed Software, Nokia's entire liability to
281Licensee and Licensee's exclusive remedy shall be, at Nokia's option,
282either (a) return of the price Licensee paid for the Licensed
283Software, or (b) repair or replacement of the Licensed Software,
284provided Licensee returns to Nokia all copies of the Licensed Software
285as originally delivered to Licensee. Nokia shall not under any
286circumstances be liable to Licensee based on failure of the Licensed
287Software if the failure resulted from accident, abuse or
288misapplication, nor shall Nokia, under any circumstances, be liable
289for special damages, punitive or exemplary damages, damages for loss
290of profits or interruption of business or for loss or corruption of
291data. Any award of damages from Nokia to Licensee shall not exceed the
292total amount Licensee has paid to Nokia in connection with this
298Licensee will be eligible to receive Support and Updates during the
299Initial Term, in accordance with Nokia's then current policies and
300procedures, if any. Such policies and procedures may be changed from
301time to time. Following the Initial Term, Nokia shall no longer make
302the Licensed Software available to Licensee unless Licensee purchases
303additional Support and Updates according to this Section 11 below.
305Licensee may purchase additional Support and Updates following the
306Initial Term at Nokia's terms and conditions applicable at the time of
312Each party acknowledges that during the Initial Term of this Agreement
313it shall have access to information about the other party's business,
314business methods, business plans, customers, business relations,
315technology, and other information, including the terms of this
316Agreement, that is confidential and of great value to the other party,
317and the value of which would be significantly reduced if disclosed to
318third parties (the "Confidential Information"). Accordingly, when a
319party (the "Receiving Party") receives Confidential Information from
320another party (the "Disclosing Party"), the Receiving Party shall, and
321shall obligate its employees and agents and employees and agents of
322its affiliates to: (i) maintain the Confidential Information in strict
323confidence; (ii) not disclose the Confidential Information to a third
324party without the Disclosing Party's prior written approval; and (iii)
325not, directly or indirectly, use the Confidential Information for any
326purpose other than for exercising its rights and fulfilling its
327responsibilities pursuant to this Agreement. Each party shall take
328reasonable measures to protect the Confidential Information of the
329other party, which measures shall not be less than the measures taken
330by such party to protect its own confidential and proprietary
333"Confidential Information" shall not include information that (a) is
334or becomes generally known to the public through no act or omission of
335the Receiving Party; (b) was in the Receiving Party's lawful
336possession prior to the disclosure hereunder and was not subject to
337limitations on disclosure or use; (c) is developed by the Receiving
338Party without access to the Confidential Information of the Disclosing
339Party or by persons who have not had access to the Confidential
340Information of the Disclosing Party as proven by the written records
341of the Receiving Party; (d) is lawfully disclosed to the Receiving
342Party without restrictions, by a third party not under an obligation
343of confidentiality; or (e) the Receiving Party is legally compelled to
344disclose the information, in which case the Receiving Party shall
345assert the privileged and confidential nature of the information and
346cooperate fully with the Disclosing Party to protect against and
347prevent disclosure of any Confidential Information and to limit the
348scope of disclosure and the dissemination of disclosed Confidential
349Information by all legally available means.
351The obligations of the Receiving Party under this Section shall
352continue during the Initial Term and for a period of five (5) years
353after expiration or termination of this Agreement.  To the extent that
354the terms of the Non-Disclosure Agreement between Nokia and Licensee
355conflict with the terms of this Section 12, this Section 12 shall be
356controlling over the terms of the Non-Disclosure Agreement.
36113.1. Marketing
363Nokia may include Licensee's company name and logo in a publicly
364available list of Nokia customers and in its public communications.
36613.2. No Assignment
368Licensee shall not be entitled to assign or transfer all or any of its
369rights, benefits and obligations under this Agreement without the
370prior written consent of Nokia, which shall not be unreasonably
37313.3. Termination
375Nokia may terminate the Agreement at any time immediately upon written
376notice by Nokia to Licensee if Licensee breaches this Agreement.
378Either party shall have the right to terminate this Agreement
379immediately upon written notice in the event that the other party
380becomes insolvent, files for any form of bankruptcy, makes any
381assignment for the benefit of creditors, has a receiver,
382administrative receiver or officer appointed over the whole or a
383substantial part of its assets, ceases to conduct business, or an act
384equivalent to any of the above occurs under the laws of the
385jurisdiction of the other party.
387Upon termination of the Licenses, Licensee shall return to Nokia all
388copies of Licensed Software that were supplied by Nokia.  All other
389copies of Licensed Software in the possession or control of Licensee
390must be erased or destroyed.  An officer of Licensee must promptly
391deliver to Nokia a written confirmation that this has occurred.
39313.4. Surviving Sections
395Any terms and conditions that by their nature or otherwise reasonably
396should survive a cancellation or termination of this Agreement shall
397also be deemed to survive.  Such terms and conditions include, but are
398not limited to the following Sections 2, 5.1, 6, 7, 8(iii), 10, 12,
39913.5, 13.6, 13.9, 13.10, and 13.11 shall survive the termination of
400the Agreement.  Notwithstanding the foregoing, Sections 5.1 shall not
401survive if the Agreement is terminated for material breach.
40313.5. Entire Agreement
405This Agreement constitutes the complete agreement between the parties
406and supersedes all prior or contemporaneous discussions,
407representations, and proposals, written or oral, with respect to the
408subject matters discussed herein, with the exception of the
409non-disclosure agreement executed by the parties in connection with
410this Agreement ("Non-Disclosure Agreement"), if any, shall be subject
411to Section 12. No modification of this Agreement shall be effective
412unless contained in a writing executed by an authorized representative
413of each party. No term or condition contained in Licensee's purchase
414order shall apply unless expressly accepted by Nokia in writing. If
415any provision of the Agreement is found void or unenforceable, the
416remainder shall remain valid and enforceable according to its
417terms. If any remedy provided is determined to have failed for its
418essential purpose, all limitations of liability and exclusions of
419damages set forth in this Agreement shall remain in effect.
42113.6. Payment and Taxes
423All payments under this Agreement are due within thirty (30) days of
424the date Nokia mails its invoice to Licensee.  All amounts payable are
425gross amounts but exclusive of any value added tax, use tax, sales tax
426or similar tax. Licensee shall be entitled to withhold from payments
427any applicable withholding taxes and comply with all applicable tax
428and employment legislation.  Each party shall pay all taxes
429(including, but not limited to, taxes based upon its income) or levies
430imposed on it under applicable laws, regulations and tax treaties as a
431result of this Agreement and any payments made hereunder (including
432those required to be withheld or deducted from payments).  Each party
433shall furnish evidence of such paid taxes as is sufficient to enable
434the other party to obtain any credits available to it, including
435original withholding tax certificates.
43713.7. Force Majeure
439Neither party shall be liable to the other for any delay or
440non-performance of its obligations hereunder other than the obligation
441of paying the license fees in the event and to the extent that such
442delay or non-performance is due to an event of Force Majeure (as
443defined below).  If any event of Force Majeure results in a delay or
444non-performance of a party for a period of three (3) months or longer,
445then either party shall have the right to terminate this Agreement
446with immediate effect without any liability (except for the
447obligations of payment arising prior to the event of Force Majeure)
448towards the other party.  A "Force Majeure" event shall mean an act of
449God, terrorist attack or other catastrophic event of nature that
450prevents either party for fulfilling its obligations under this
45413.8. Notices
456Any notice given by one party to the other shall be deemed properly
457given and deemed received if specifically acknowledged by the
458receiving party in writing or when successfully delivered to the
459recipient by hand, fax, or special courier during normal business
460hours on a business day to the addresses specified below.  Each
461communication and document made or delivered by one party to the other
462party pursuant to this Agreement shall be in the English language or
463accompanied by a translation thereof.
465Notices to Nokia shall be given to:
467Nokia, Inc.
468555 Twin Dolphin Drive, Suite 280
469Redwood City, CA 94065 U.S.A.
470Fax:  +1-650-551-1851
47213.9. Export Control
474Licensee acknowledges that the Licensed Software may be subject to
475export control restrictions of various countries.  Licensee shall
476fully comply with all applicable export license restrictions and
477requirements as well as with all laws and regulations relating to the
478importation of the Licensed Software and/or Modified Software and/or
479Applications and shall procure all necessary governmental
480authorizations, including without limitation, all necessary licenses,
481approvals, permissions or consents, where necessary for the
482re-exportation of the Licensed Software, Modified Software or
48513.10. Governing Law and Legal Venue:
487This Agreement shall be governed by and construed in accordance with
488the federal laws of the United States of America and the internal laws
489of the State of New York without given effect to any choice of law
490rule that would result in the application of the laws of any other
491jurisdiction.  The United Nations Convention on Contracts for the
492International Sale of Goods (CISG) shall not apply.  Each Party (a)
493hereby irrevocably submits itself to and consents to the jurisdiction
494of the United States District Court for the Southern District of New
495York (or if such court lacks jurisdiction, the state courts of the
496State of New York) for the purposes of any action, claim, suit or
497proceeding between the Parties in connection with any controversy,
498claim, or dispute arising out of or relating to this Agreement; and
499(b) hereby waives, and agrees not to assert by way of motion, as a
500defense or otherwise, in any such action, claim, suit or proceeding,
501any claim that is not personally subject to the jurisdiction of such
502court(s), that the action, claim, suit or proceeding is brought in an
503inconvenient forum or that the venue of the action, claim, suit or
504proceeding is improper.  Notwithstanding the foregoing, nothing in
505this Section 13.10 is intended to, or shall be deemed to, constitute a
506submission or consent to, or selection of, jurisdiction, forum or
507venue for any action for patent infringement, whether or not such
508action relates to this Agreement.
51013.11 No Implied License
512There are no implied licenses or other implied rights granted under
513this Agreement, and all rights, save for those expressly granted
514hereunder, shall remain with Nokia and its licensors. In addition, no
515licenses or immunities are granted to the combination of the Licensed
516Software and/ Modified Software, as applicable, with any other
517software or hardware not delivered by Nokia under this Agreement.
51913.11 Government End Users
521A "U.S. Government End User" shall mean any agency or entity of the
522government of the United States.  The following shall apply if
523Licensee is a U.S. Government End User.  The Licensed Software is a
524"commercial item," as that term is defined in 48 C.F.R. 2.101
525(Oct. 1995), consisting of "commercial computer software" and
526"commercial computer software documentation," as such terms are used
527in 48 C.F.R. 12.212 (Sept. 1995).  Consistent with 48 C.F.R. 12.212
528and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995), all
529U.S. Government End Users acquire the Licensed Software with only
530those rights set forth herein.  The Licensed Software (including
531related documentation) is provided to U.S. Government End Users: (a)
532only as a commercial end item; and (b) only pursuant to this
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