source: trunk/.LICENSE-DESKTOP-US@ 865

Qt COMMERCIAL LICENSE AGREEMENT
Agreement version 3.9.1


This Qt Commercial License Agreement ("Agreement") is a legal agreement between Nokia Inc. ("Nokia"), with its registered office at 102 Corporate Park Drive, White Plains, NY 10604 U.S.A. and you (either an individual or a legal entity) ("Licensee") for the Licensed Software (as defined below).

1. DEFINITIONS

"Affiliate" of a Party shall mean an entity (i) which is directly or indirectly controlling such Party; (ii) which is under the same direct or indirect ownership or control as such Party; or (iii) which is directly or indirectly owned or controlled by such Party.  For these purposes, an entity shall be treated as being controlled by another if that other entity has fifty percent (50 %) or more of the votes in such entity, is able to direct its affairs and/or to control the composition of its board of directors or equivalent body.  

"Applications" shall mean Licensee's software products created using the Licensed Software which may include portions of the Licensed Software.

"Designated User(s)" shall mean the employee(s) of Licensee acting within the scope of their employment or Licensee's consultant(s) or contractor(s) acting within the scope of their services for Licensee and on behalf of Licensee.

"Initial Term" shall mean the period of time one (1) year from the later of (a) the Effective Date; or (b) the date the Licensed Software was initially delivered to Licensee by Nokia.  If no specific Effective Date is set forth in the Agreement, the Effective Date shall be deemed to be the date the Licensed Software was initially delivered to Licensee.

"License Certificate" shall mean the document accompanying the Licensed Software which specifies the modules which are licensed under the Agreement, Platforms and Designated Users.  

"Licensed Software" shall mean the computer software, "online" or electronic documentation, associated media and printed materials, including the source code, example programs and the documentation delivered by Nokia to Licensee in conjunction with this Agreement.  Licensed Software does not include Third Party Software (as defined in Section 7).

"Modified Software" shall mean modifications made to the Licensed Software by Licensee.

"Party or Parties" shall mean Licensee and/or Nokia.

"Platforms" shall mean the operating systems listed in the License Certificate. 

"Redistributables" shall mean the portions of the Licensed Software set forth in Appendix 1, Section 1 that may be distributed with or as part of Applications in object code form.

"Support" shall mean standard developer support that is provided by Nokia to assist eligible Designated Users in using the Licensed Software in accordance with its established standard support procedures listed at:  http://qt.nokia.com/support-services/files/standardsupport-TermsandConditions.pdf.

"Updates" shall mean a release or version of the Licensed Software containing enhancement, new features, bug fixes, error corrections and other changes that are generally made available to users of the Licensed Software that have contracted for maintenance and support.

2. OWNERSHIP

The Licensed Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Licensed Software is licensed, not sold.  

To the extent Licensee submits bug fixes or error corrections, including information related thereto, Licensee hereby grants to Nokia a sublicensable, irrevocable, perpetual, worldwide, non-exclusive, royalty-free and fully paid-up copyright and trade secret license to reproduce, adapt, translate, modify, and prepare derivative works of, publicly display, publicly perform, sublicense, make available and distribute error corrections and bug fixes, including derivative works thereof.  All Nokia's and/or its licensors' trademarks, service marks, trade names, logos or other words or symbols are and shall remain the exclusive property of Nokia or its licensors respectively.

3. MODULES

Some of the files in the Licensed Software have been grouped into modules. These files contain specific notices defining the module of which they are a part. The modules licensed to Licensee are specified in the License Certificate. The terms of the License Certificate are considered part of the Agreement. In the event of inconsistency or conflict between the language of this Agreement and the License Certificate, the provisions of this Agreement shall govern.
 
4. VALIDITY OF THE AGREEMENT

By installing, copying, or otherwise using the Licensed Software, Licensee agrees to be bound by the terms of this Agreement. If Licensee does not agree to the terms of this Agreement, Licensee may not install, copy, or otherwise use the Licensed Software.  In addition, by installing, copying, or otherwise using any Updates or other components of the Licensed Software that Licensee receives separately as part of the Licensed Software, Licensee agrees to be bound by any additional license terms that accompany such Updates, if any. If Licensee does not agree to the additional license terms that accompany such Updates, Licensee may not install, copy, or otherwise use such Updates.

Upon Licensee's acceptance of the terms and conditions of this Agreement, Nokia grants Licensee the right to use the Licensed Software in the manner provided below.

5. LICENSES

5.1 Using, modifying and copying

Nokia grants to Licensee a non-exclusive, non-transferable, perpetual license to use, modify and copy the Licensed Software for the Designated User(s) specified in the License Certificate for the sole purposes of designing, developing, and testing Application(s). 

Licensee may install copies of the Licensed Software on an unlimited number of computers provided that only the Designated Users use the Licensed Software. Licensee may at any time designate another Designated User to replace a then-current Designated User by notifying Nokia, provided that a) the then-current Designated User has not been designated as a replacement during the last six (6) months; and b) there is no more than the specified number of Designated Users at any given time. 

5.2     Redistribution

a) Nokia grants Licensee a non-exclusive, royalty-free right to reproduce and distribute the object code form of Redistributables for execution on the specified Platforms. Copies of Redistributables may only be distributed with and for the sole purpose of executing Applications permitted under this Agreement that Licensee has created using the Licensed Software. Under no circumstances may any copies of Redistributables be distributed separately. This Agreement does not give Licensee any rights to distribute any of the parts of the Licensed Software listed in Appendix 1, Section 2, neither as a whole nor as parts or snippets of code. 

b) Licensee may not distribute, transfer, assign or otherwise dispose of Applications and/or Redistributables, in binary/compiled form, or in any other form, if such action is part of a joint software and hardware distribution, except as provided by a separate runtime distribution license with Nokia or one of its authorized distributors.  A joint hardware and software distribution shall be defined as either:  

(i)     distribution of a hardware device where, in its final end user configuration, the main user interface of the device is provided by Application(s) created by Licensee or others, using a commercial version of Qt or a Qt-based product, and depends on the Licensed Software or an open source version of any Qt or Qt-based software product; or 

(ii)    distribution of the Licensed Software with a device designed to facilitate the installation of the Licensed Software onto the same device where the main user interface of such device is provided by Application(s) created by Licensee or others, using a commercial version of Qt or a Qt-based product, and depends on the Licensed Software.

5.3     Further Requirements

The licenses granted in this Section 5 by Nokia to Licensee are subject to Licensee's compliance with Section 8 of this Agreement.

6. VERIFICATION

Nokia or a certified auditor on Nokia's behalf, may, upon its reasonable request and at its expense, audit Licensee with respect to the use of the Licensed Software. Such audit may be conducted by mail, electronic means or through an in-person visit to Licensee's place of business.  Any such in-person audit shall be conducted during regular business hours at Licensee's facilities and shall not unreasonably interfere with Licensee's business activities.Nokia shall not remove, copy, or redistribute any electronic material during the course of an audit. If an audit reveals that Licensee is using the Licensed Software in a way that is in material violation of the terms of the Agreement, then Licensee shall pay Nokia's reasonable costs of conducting the audit. In the case of a material violation, Licensee agrees to pay Nokia any amounts owing that are attributable to the unauthorized use. In the alternative, Nokia reserves the right, at Nokia's sole option, to terminate the licenses for the Licensed Software.

7. THIRD PARTY SOFTWARE

The Licensed Software may provide links to third party libraries or code (collectively "Third Party Software") to implement various functions.  Third Party Software does not comprise part of the Licensed Software. In some cases, access to Third Party Software may be included along with the Licensed Software delivery as a convenience for development and testing only. Such source code and libraries may be listed in the ".../src/3rdparty" source tree delivered with the Licensed Software or documented in the Licensed Software where the Third Party Software is used, as may be amended from time to time, do not comprise the Licensed Software.  Licensee acknowledges (1) that some part of Third Party Software may require additional licensing of copyright and patents from the owners of such, and (2) that distribution of any of the Licensed Software referencing any portion of a Third Party Software may require appropriate licensing from such third parties.  

8. CONDITIONS FOR CREATING APPLICATIONS AND DISTRIBUTING     REDISTRIBUTABLES

The licenses granted in this Agreement for Licensee to create Applications and distribute them and the Redistributables (if any) to Licensee's customers is subject to all of the following conditions: (i) all copies of the Applications which Licensee creates must bear a valid copyright notice, either Licensee's own or the copyright notice that appears on the Licensed Software; (ii) Licensee may not remove or alter any copyright, trademark or other proprietary rights notice contained in any portion of the Licensed Software, including but not limited to the About Boxes in "Qt Assistant" and "Qt Linguist" as defined in Appendix 1; (iii) Redistributables, if any, shall be licensed to Licensee's customer "as is"; (iv) Licensee shall indemnify and hold Nokia, its Affiliates, contractors, and its suppliers, harmless from and against any claims or liabilities arising out of the use, reproduction or distribution of Applications; (v) Applications must be developed using a licensed, registered copy of the Licensed Software; (vi) Applications must add primary and substantial functionality to the Licensed Software; (vii) Applications may not pass on functionality which in any way makes it possible for others to create software with the Licensed Software, however Licensee may use the Licensed Software's scripting and QML ("Qt Quick") functionality solely in order to enable scripting, themes and styles that augment the functionality and appearance of the Application(s) without adding primary and substantial functionality to the Application(s); (viii) Applications may not compete with the Licensed Software; (ix) Licensee may not use Nokia's or any of its suppliers' names, logos, or trademarks to market Application(s), except to state that Application was developed using the Licensed Software.

NOTE:  The Open Source Editions of Nokia's Qt products and the Qt, Qtopia and Qt Extended versions previously licensed by Trolltech (collectively referred to as "Products") are licensed under the terms of the GNU Lesser General Public License version 2.1 ("LGPL") and/or the GNU General Public License versions 2.0 and 3.0 ("GPL") (as applicable) and not under this Agreement.  If Licensee, or another third party, has, at any time, developed all (or any portions of) the Application(s) using a version of one of these Products licensed under the LGPL or the GPL, Licensee may not combine such development work with the Licensed Software and must license such Application(s) (or any portions derived there from) under the terms of the GNU Lesser General Public License version 2.1 (Qt only) or GNU General Public License version 2.0 (Qt, Qtopia and Qt Extended) or version 3 (Qt only) copies of which are located at http://www.gnu.org/licenses/old-licenses/lgpl-2.1.html, http://www.fsf.org/licensing/licenses/info/GPLv2.html, and http://www.gnu.org/copyleft/gpl.html.


9. LIMITED WARRANTY AND WARRANTY DISCLAIMER

Nokia hereby represents and warrants with respect to the Licensed Software that it has the power and authority to grant the rights and licenses granted to Licensee under this Agreement. Except as set forth above, the Licensed Software is licensed to Licensee "as is". To the maximum extent permitted by applicable law, Nokia on behalf of itself and its suppliers, disclaims all warranties and conditions, either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title and non-infringement with regard to the Licensed Software.

10. LIMITATION OF LIABILITY