| 1 | Qt Embedded Commercial Developer License Agreement
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| 2 | Agreement version 1.3
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| 3 |
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| 4 |
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| 5 | This Qt Embedded Commercial Developer License Agreement ("Agreement") is a legal agreement between Nokia, Inc. ("Nokia") with a registered business address 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).
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| 6 |
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| 7 |
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| 8 | 1. DEFINITIONS
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| 9 |
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| 10 | "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.
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| 11 |
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| 12 | "Applications" shall mean Licensee's software products created using the Licensed Software which may include portions of the Licensed Software.
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| 13 |
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| 14 | "Deployment Platforms" shall mean the operating system(s) listed in the License Certificate onto which Licensee is authorized to deploy Applications.
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| 15 |
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| 16 | "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.
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| 17 |
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| 18 | "Development Platforms" shall mean the operating system(s) listed in the License Certificate on which Licensee may use, develop and modify the Licensed Software.
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| 19 |
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| 20 | "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.
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| 21 |
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| 22 | "License Certificate" shall mean the document accompanying the Licensed Software which specifies the modules which are licensed under the Agreement, Development Platforms, Deployment Platforms and Designated Users.
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| 23 |
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| 24 | "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).
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| 25 |
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| 26 | "Modified Software" shall mean modifications made to the Licensed Software by Licensee.
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| 27 |
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| 28 | "Party or Parties" shall mean Licensee and/or Nokia.
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| 29 |
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| 30 | "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:// http://qt.nokia.com/support-services/files/standardsupport-TermsandConditions.pdf.
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| 31 |
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| 32 | "Updates" shall mean a release or version of the Licensed Software containing enhancements, 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.
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| 33 |
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| 34 |
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| 35 | 2. OWNERSHIP
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| 36 |
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| 37 | 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.
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| 38 |
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| 39 | Nokia shall own all right, title and interest including the intellectual property rights in and to the information on bug fixes or error corrections relating to the Licensed Software that are submitted by Licensee to Nokia as well as any intellectual property rights to the correction of any errors, if any. To the extent any rights do not automatically vest in Nokia, Licensee assigns, and shall ensure that all of its Affiliates, agents, subcontractors and employees assign, all such rights to Nokia. 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.
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| 40 |
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| 41 |
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| 42 | 3. MODULES
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| 43 |
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| 44 | 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 accompanying the Licensed Software. 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.
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| 45 |
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| 46 |
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| 47 | 4. VALIDITY OF THE AGREEMENT
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| 48 |
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| 49 | 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 should 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 should not install, copy, or otherwise use such Updates.
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| 50 |
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| 51 | 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.
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