Ignore:
Timestamp:
Feb 10, 2010, 12:52:55 AM (16 years ago)
Author:
Dmitry A. Kuminov
Message:

vendor: Merged in qt-everywhere-opensource-src-4.6.1 from Nokia.

File:
1 edited

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  • branches/vendor/nokia/qt/current/.LICENSE-DESKTOP-US

    r2 r556  
    11Qt COMMERCIAL LICENSE AGREEMENT
    2 Agreement version 3.7
    3 
    4 This Qt Commercial License Agreement ("Agreement") is a legal
    5 agreement between Nokia Inc. ("Nokia"), with its registered office at
    6 102 Corporate Park Drive, White Plains, NY 10604 U.S.A. and you
    7 (either an individual or a legal entity) ("Licensee") for the Licensed
    8 Software (as defined below).
     2Agreement version 3.8
     3
     4
     5This 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).
    96
    1071. DEFINITIONS
    118
    12 "Affiliate" of a Party shall mean an entity (i) which is directly or
    13 indirectly controlling such Party; (ii) which is under the same direct
    14 or indirect ownership or control as such Party; or (iii) which is
    15 directly or indirectly owned or controlled by such Party.  For these
    16 purposes, an entity shall be treated as being controlled by another if
    17 that other entity has fifty percent (50 %) or more of the votes in
    18 such entity, is able to direct its affairs and/or to control the
    19 composition of its board of directors or equivalent body.
    20 
    21 "Applications" shall mean Licensee's software products created using
    22 the Licensed Software which may include portions of the Licensed
    23 Software.
    24 
    25 "Designated User(s)" shall mean the employee(s) of Licensee acting
    26 within the scope of their employment or Licensee?s consultant(s) or
    27 contractor(s) acting within the scope of their services for Licensee
    28 and on behalf of Licensee.
    29 
    30 "Initial Term" shall mean the period of time one (1) year from the
    31 later of (a) the Effective Date; or (b) the date the Licensed Software
    32 was initially delivered to Licensee by Nokia.  If no specific
    33 Effective Date is set forth in the Agreement, the Effective Date shall
    34 be deemed to be the date the Licensed Software was initially delivered
    35 to Licensee.
    36 
    37 "License Certificate" shall mean the document accompanying the
    38 Licensed Software which specifies the modules which are licensed under
    39 the Agreement, Platforms and Designated Users.
    40 
    41 "Licensed Software" shall mean the computer software, ?online? or
    42 electronic documentation, associated media and printed materials,
    43 including the source code, example programs and the documentation
    44 delivered by Nokia to Licensee in conjunction with this Agreement.
    45 Licensed Software does not include Third Party Software (as defined in
    46 Section 7).
    47 
    48 "Modified Software" shall mean modifications made to the Licensed
    49 Software by Licensee.
    50 
    51 "Party or Parties" shall mean Licensee and/or Nokia.
    52 
    53 "Platforms" shall mean the operating systems listed in the License
    54 Certificate.
    55 
    56 "Redistributables" shall mean the portions of the Licensed Software
    57 set forth in Appendix 1, Section 1 that may be distributed with or as
    58 part of Applications in object code form.
    59 
    60 "Support" shall mean standard developer support that is provided by
    61 Nokia to assist eligible Designated Users in using the Licensed
    62 Software in accordance with its established standard support
    63 procedures listed at:
    64 http://www.qtsoftware.com/support-services/files/pdf/.
    65 
    66 "Updates" shall mean a release or version of the Licensed Software
    67 containing enhancement, new features, bug fixes, error corrections and
    68 other changes that are generally made available to users of the
    69 Licensed Software that have contracted for maintenance and support.
     9"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. 
     10
     11"Applications" shall mean Licensee's software products created using the Licensed Software which may include portions of the Licensed Software.
     12
     13"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.
     14
     15"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.
     16
     17"License Certificate" shall mean the document accompanying the Licensed Software which specifies the modules which are licensed under the Agreement, Platforms and Designated Users. 
     18
     19"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).
     20
     21"Modified Software" shall mean modifications made to the Licensed Software by Licensee.
     22
     23"Party" or "Parties" shall mean Licensee and/or Nokia.
     24
     25"Platforms" shall mean the operating systems listed in the License Certificate.
     26
     27"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.
     28
     29"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.
     30
     31"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.
    7032
    71332. OWNERSHIP
    7234
    73 The Licensed Software is protected by copyright laws and international
    74 copyright treaties, as well as other intellectual property laws and
    75 treaties. The Licensed Software is licensed, not sold.
    76 
    77 Nokia shall own all right, title and interest including the
    78 intellectual property rights in and to the information on bug fixes or
    79 error corrections relating to the Licensed Software that are submitted
    80 by Licensee to Nokia as well as any intellectual property rights to
    81 the correction of any errors, if any.  To the extent any rights do not
    82 automatically vest in Nokia, Licensee assigns, and shall ensure that
    83 all of its Affiliates, agents, subcontractors and employees assign,
    84 all such rights to Nokia.  All Nokia's and/or its licensors'
    85 trademarks, service marks, trade names, logos or other words or
    86 symbols are and shall remain the exclusive property of Nokia or its
    87 licensors respectively.
     35The 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. 
     36
     37Nokia 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.
    8838
    89393. MODULES
    9040
    91 Some of the files in the Licensed Software have been grouped into
    92 Modules. These files contain specific notices defining the Module of
    93 which they are a part. The Modules licensed to Licensee are specified
    94 in the License Certificate. The terms of the License Certificate are
    95 considered part of the Agreement. In the event of inconsistency or
    96 conflict between the language of this Agreement and the License
    97 Certificate, the provisions of this Agreement shall govern.
    98 
     41Some 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.
     42 
    99434. VALIDITY OF THE AGREEMENT
    10044
    101 By installing, copying, or otherwise using the Licensed Software,
    102 Licensee agrees to be bound by the terms of this Agreement. If
    103 Licensee does not agree to the terms of this Agreement, Licensee may
    104 not install, copy, or otherwise use the Licensed Software. Licensee
    105 may, however, return it to Licensee's place of purchase within
    106 fourteen (14) days of purchase for a full refund. In addition, by
    107 installing, copying, or otherwise using any Updates or other
    108 components of the Licensed Software that Licensee receives separately
    109 as part of the Licensed Software, Licensee agrees to be bound by any
    110 additional license terms that accompany such Updates, if any. If
    111 Licensee does not agree to the additional license terms that accompany
    112 such Updates, Licensee may not install, copy, or otherwise use such
    113 Updates.
    114 
    115 Upon Licensee's acceptance of the terms and conditions of this
    116 Agreement, Nokia grants Licensee the right to use the Licensed
    117 Software in the manner provided below.
     45By 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.
     46
     47Upon 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.
    11848
    119495. LICENSES
    … …  
    121515.1 Using, modifying and copying
    12252
    123 Nokia grants to Licensee a non-exclusive, non-transferable, perpetual
    124 license to use, modify and copy the Licensed Software for the
    125 Designated User(s) specified in the License Certificate for the sole
    126 purposes of designing, developing, and testing Application(s).
    127 
    128 Licensee may install copies of the Licensed Software on an unlimited
    129 number of computers provided that only the Designated Users use the
    130 Licensed Software. Licensee may at any time designate another
    131 Designated User to replace a then-current Designated User by notifying
    132 Nokia, provided that a) the then-current Designated User has not been
    133 designated as a replacement during the last six (6) months; and b)
    134 there is no more than the specified number of Designated Users at any
    135 given time.
    136 
    137 5.2 Redistribution
    138 
    139 a) 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.
    150 
    151 b) 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:
    158 
    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
    165 
    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.
    172 
    173 5.3 Further Requirements
    174 
    175 The licenses granted in this Section 5 by Nokia to Licensee are
    176 subject to Licensee's compliance with Section 8 of this Agreement.
     53Nokia 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).
     54
     55Licensee 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.
     56
     575.2     Redistribution
     58
     59a) 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.
     60
     61b) 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: 
     62
     63(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
     64
     65(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.
     66
     675.3     Further Requirements
     68
     69The licenses granted in this Section 5 by Nokia to Licensee are subject to Licensee's compliance with Section 8 of this Agreement.
    17770
    178716. VERIFICATION
    17972
    180 Nokia or a certified auditor on Nokia's behalf, may, upon its
    181 reasonable request and at its expense, audit Licensee with respect to
    182 the use of the Licensed Software. Such audit may be conducted by mail,
    183 electronic means or through an in-person visit to Licensee's place of
    184 business.  Any such in-person audit shall be conducted during regular
    185 business hours at Licensee's facilities and shall not unreasonably
    186 interfere with Licensee's business activities. Nokia shall not remove,
    187 copy, or redistribute any electronic material during the course of an
    188 audit. If an audit reveals that Licensee is using the Licensed
    189 Software in a way that is in material violation of the terms of the
    190 Agreement, then Licensee shall pay Nokia's reasonable costs of
    191 conducting the audit. In the case of a material violation, Licensee
    192 agrees to pay Nokia any amounts owing that are attributable to the
    193 unauthorized use. In the alternative, Nokia reserves the right, at
    194 Nokia's sole option, to terminate the licenses for the Licensed
    195 Software.
     73Nokia 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.
    19674
    197757. THIRD PARTY SOFTWARE
    19876
    199 The Licensed Software may provide links to third party libraries or
    200 code (collectively "Third Party Software") to implement various
    201 functions.  Third Party Software does not comprise part of the
    202 Licensed Software. In some cases, access to Third Party Software may
    203 be included along with the Licensed Software delivery as a convenience
    204 for development and testing only. Such source code and libraries may
    205 be listed in the ".../src/3rdparty" source tree delivered with the
    206 Licensed Software or documented in the Licensed Software where the
    207 Third Party Software is used, as may be amended from time to time, do
    208 not comprise the Licensed Software.  Licensee acknowledges (1) that
    209 some part of Third Party Software may require additional licensing of
    210 copyright and patents from the owners of such, and (2) that
    211 distribution of any of the Licensed Software referencing any portion
    212 of a Third Party Software may require appropriate licensing from such
    213 third parties.
    214 
    215 8. CONDITIONS FOR CREATING APPLICATIONS AND DISTRIBUTING REDISTRIBUTABLES
    216 
    217 The licenses granted in this Agreement for Licensee to create
    218 Applications and distribute them and the Redistributables (if any) to
    219 Licensee's customers is subject to all of the following conditions:
    220 (i) all copies of the Applications which Licensee creates must bear a
    221 valid copyright notice, either Licensee's own or the copyright notice
    222 that appears on the Licensed Software; (ii) Licensee may not remove or
    223 alter any copyright, trademark or other proprietary rights notice
    224 contained in any portion of the Licensed Software, including but not
    225 limited to the About Boxes in "Qt Assistant" and "Qt Linguist" as
    226 defined in Appendix 1; (iii) Redistributables, if any, shall be
    227 licensed to Licensee's customer "as is"; (iv) Licensee shall indemnify
    228 and hold Nokia, its Affiliates, contractors, and its suppliers,
    229 harmless from and against any claims or liabilities arising out of the
    230 use, reproduction or distribution of Applications; (v) Applications
    231 must be developed using a licensed, registered copy of the Licensed
    232 Software; (vi) Applications must add primary and substantial
    233 functionality to the Licensed Software; (vii) Applications may not
    234 pass on functionality which in any way makes it possible for others to
    235 create software with the Licensed Software, however Licensee may use
    236 the Licensed Software's scripting functionality solely in order to
    237 enable scripting that augments the functionality of the Application(s)
    238 without adding primary and substantial functionality to the
    239 Application(s); (viii) Applications may not compete with the Licensed
    240 Software; (ix) Licensee may not use Nokia's or any of its suppliers'
    241 names, logos, or trademarks to market Application(s), except to state
    242 that Application was developed using the Licensed Software.
    243 
    244 NOTE: The Open Source Editions of Nokia's Qt products and the Qt,
    245 Qtopia and Qt Extended versions previously licensed by Trolltech
    246 (collectively referred to as "Products") are licensed under the terms
    247 of the GNU Lesser General Public License version 2.1 ("LGPL") and/or
    248 the GNU General Public License versions 2.0 and 3.0 ("GPL") (as
    249 applicable) and not under this Agreement.  If Licensee has, at any
    250 time, developed all (or any portions of) the Application(s) using a
    251 version of one of these Products licensed under the LGPL or the GPL,
    252 Licensee may not combine such development work with the Licensed
    253 Software and must license such Application(s) (or any portions derived
    254 there from) under the terms of the GNU Lesser General Public License
    255 version 2.1 (Qt only) or GNU General Public License version 2.0 (Qt,
    256 Qtopia and Qt Extended) or version 3 (Qt only) copies of which are
    257 located at http://www.gnu.org/licenses/old-licenses/lgpl-2.1.html,
    258 http://www.fsf.org/licensing/licenses/info/GPLv2.html, and
    259 http://www.gnu.org/copyleft/gpl.html.
     77The 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. 
     78
     798. CONDITIONS FOR CREATING APPLICATIONS AND DISTRIBUTING     REDISTRIBUTABLES
     80
     81The 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 functionality solely in order to enable scripting that augments the functionality 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.
     82
     83NOTE:  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.
    26084
    26185
    262869. LIMITED WARRANTY AND WARRANTY DISCLAIMER
    26387
    264 Nokia hereby represents and warrants with respect to the Licensed
    265 Software that it has the power and authority to grant the rights and
    266 licenses granted to Licensee under this Agreement. Except as set forth
    267 above, the Licensed Software is licensed to Licensee "as is". To the
    268 maximum extent permitted by applicable law, Nokia on behalf of itself
    269 and its suppliers, disclaims all warranties and conditions, either
    270 express or implied, including, but not limited to, implied warranties
    271 of merchantability, fitness for a particular purpose, title and
    272 non-infringement with regard to the Licensed Software.
    273 
    274 10. LIMITATION OF LIABILITY
    275 
    276 If, Nokia's warranty disclaimer notwithstanding, Nokia is held liable
    277 to Licensee, whether in contract, tort or any other legal theory,
    278 based on the Licensed Software, Nokia's entire liability to Licensee
    279 and 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
    282 returns to Nokia all copies of the Licensed Software as originally
    283 delivered to Licensee. Nokia shall not under any circumstances be
    284 liable to Licensee based on failure of the Licensed Software if the
    285 failure resulted from accident, abuse or misapplication, nor shall
    286 Nokia under any circumstances be liable for special damages, punitive
    287 or exemplary damages, damages for loss of profits or interruption of
    288 business or for loss or corruption of data. Any award of damages from
    289 Nokia to Licensee shall not exceed the total amount Licensee has paid
    290 to Nokia in connection with this Agreement.
    291 
    292 11. SUPPORT AND UPDATES
    293 
    294 Licensee shall be eligible to receive Support and Updates during the
    295 Initial Term, in accordance with Nokia's then current policies and
    296 procedures, if any. Such policies and procedures may be changed from
    297 time to time. Following the Initial Term, Nokia shall no longer make
    298 the Licensed Software available to Licensee unless Licensee purchases
    299 additional Support and Updates according to this Section 11 below.
    300 
    301 Licensee may purchase additional Support and Updates following the
    302 Initial Term at Nokia's terms and conditions applicable at the time of
    303 renewal.
     88Nokia 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.
     89
     9010. LIMITATION OF LIABILITY
     91
     92If, Nokia's warranty disclaimer notwithstanding, Nokia is held liable to Licensee, whether in contract, tort or any other legal theory, based on the Licensed Software, Nokia's entire liability to Licensee and Licensee's exclusive remedy shall be, at Nokia's option, either (A) return of the price Licensee paid for the Licensed Software, or (B) repair or replacement of the Licensed Software, provided Licensee returns to Nokia all copies of the Licensed Software as originally delivered to Licensee. Nokia shall not under any circumstances be liable to Licensee based on failure of the Licensed Software if the failure resulted from accident, abuse or misapplication, nor shall Nokia under any circumstances be liable for special damages, punitive or exemplary damages, damages for loss of profits or interruption of business or for loss or corruption of data. Any award of damages from Nokia to Licensee shall not exceed the total amount Licensee has paid to Nokia in connection with this Agreement.
     93
     9411. SUPPORT AND UPDATES
     95
     96Licensee shall be eligible to receive Support and Updates during the Initial Term, in accordance with Nokia's then current policies and procedures, if any. Such policies and procedures may be changed from time to time. Following the Initial Term, Nokia shall no longer make the Licensed Software available to Licensee unless Licensee purchases additional Support and Updates according to this Section 11 below.
     97
     98Licensee may purchase additional Support and Updates following the Initial Term at Nokia's terms and conditions applicable at the time of renewal.
    30499
    30510012. CONFIDENTIALITY
    306101
    307 Each party acknowledges that during the Initial Term of this Agreement
    308 it shall have access to information about the other party's business,
    309 business methods, business plans, customers, business relations,
    310 technology, and other information, including the terms of this
    311 Agreement, that is confidential and of great value to the other party,
    312 and the value of which would be significantly reduced if disclosed to
    313 third parties (the "Confidential Information"). Accordingly, when a
    314 party (the "Receiving Party") receives Confidential Information from
    315 another party (the "Disclosing Party"), the Receiving Party shall, and
    316 shall obligate its employees and agents and employees and agents of
    317 its affiliates to: (i) maintain the Confidential Information in strict
    318 confidence; (ii) not disclose the Confidential Information to a third
    319 party without the Disclosing Party's prior written approval; and (iii)
    320 not, directly or indirectly, use the Confidential Information for any
    321 purpose other than for exercising its rights and fulfilling its
    322 responsibilities pursuant to this Agreement. Each party shall take
    323 reasonable measures to protect the Confidential Information of the
    324 other party, which measures shall not be less than the measures taken
    325 by such party to protect its own confidential and proprietary
    326 information.
    327 
    328 "Confidential Information" shall not include information that (a) is
    329 or becomes generally known to the public through no act or omission of
    330 the Receiving Party; (b) was in the Receiving Party's lawful
    331 possession prior to the disclosure hereunder and was not subject to
    332 limitations on disclosure or use; (c) is developed by the Receiving
    333 Party without access to the Confidential Information of the Disclosing
    334 Party or by persons who have not had access to the Confidential
    335 Information of the Disclosing Party as proven by the written records
    336 of the Receiving Party; (d) is lawfully disclosed to the Receiving
    337 Party without restrictions, by a third party not under an obligation
    338 of confidentiality; or (e) the Receiving Party is legally compelled to
    339 disclose the information, in which case the Receiving Party shall
    340 assert the privileged and confidential nature of the information and
    341 cooperate fully with the Disclosing Party to protect against and
    342 prevent disclosure of any Confidential Information and to limit the
    343 scope of disclosure and the dissemination of disclosed Confidential
    344 Information by all legally available means.
    345 
    346 The obligations of the Receiving Party under this Section shall
    347 continue during the Initial Term and for a period of five (5) years
    348 after expiration or termination of this Agreement.  To the extent that
    349 the terms of the Non-Disclosure Agreement between Nokia and Licensee
    350 conflict with the terms of this Section 12, this Section 12 shall be
    351 controlling over the terms of the Non-Disclosure Agreement.
     102Each party acknowledges that during the Initial Term of this Agreement it shall have access to information about the other party's business, business methods, business plans, customers, business relations, technology, and other information, including the terms of this Agreement, that is confidential and of great value to the other party, and the value of which would be significantly reduced if disclosed to third parties (the "Confidential Information"). Accordingly, when a party (the "Receiving Party") receives Confidential Information from another party (the "Disclosing Party"), the Receiving Party shall, and shall obligate its employees and agents and employees and agents of its affiliates to: (i) maintain the Confidential Information in strict confidence; (ii) not disclose the Confidential Information to a third party without the Disclosing Party's prior written approval; and (iii) not, directly or indirectly, use the Confidential Information for any purpose other than for exercising its rights and fulfilling its responsibilities pursuant to this Agreement. Each party shall take reasonable measures to protect the Confidential Information of the other party, which measures shall not be less than the measures taken by such party to protect its own confidential and proprietary information.
     103
     104"Confidential Information" shall not include information that (a) is or becomes generally known to the public through no act or omission of the Receiving Party; (b) was in the Receiving Party's lawful possession prior to the disclosure hereunder and was not subject to limitations on disclosure or use; (c) is developed by the Receiving Party without access to the Confidential Information of the Disclosing Party or by persons who have not had access to the Confidential Information of the Disclosing Party as proven by the written records of the Receiving Party; (d) is lawfully disclosed to the Receiving Party without restrictions, by a third party not under an obligation of confidentiality; or (e) the Receiving Party is legally compelled to disclose the information, in which case the Receiving Party shall assert the privileged and confidential nature of the information and cooperate fully with the Disclosing Party to protect against and prevent disclosure of any Confidential Information and to limit the scope of disclosure and the dissemination of disclosed Confidential Information by all legally available means.
     105
     106The obligations of the Receiving Party under this Section shall continue during the Initial Term and for a period of five (5) years after expiration or termination of this Agreement.  To the extent that the terms of the Non-Disclosure Agreement between Nokia and Licensee conflict with the terms of this Section 12, this Section 12 shall be controlling over the terms of the Non-Disclosure Agreement.
    352107
    35310813. GENERAL PROVISIONS
    354109
    355 13.1 Marketing
    356 
    357 Nokia may include Licensee's company name and logo in a publicly
    358 available list of Nokia customers and in its public communications.
    359 
    360 13.2 No Assignment
    361 
    362 Licensee shall not be entitled to assign or transfer all or any of its
    363 rights, benefits and obligations under this Agreement without the
    364 prior written consent of Nokia, which shall not be unreasonably
    365 withheld.
    366 
    367 13.3 Termination
    368 
    369 Nokia may terminate the Agreement at any time immediately upon written
    370 notice by Nokia to Licensee if Licensee breaches this Agreement.
    371 
    372 Either party shall have the right to terminate this Agreement
    373 immediately upon written notice in the event that the other party
    374 becomes insolvent, files for any form of bankruptcy, makes any
    375 assignment for the benefit of creditors, has a receiver,
    376 administrative receiver or officer appointed over the whole or a
    377 substantial part of its assets, ceases to conduct business, or an act
    378 equivalent to any of the above occurs under the laws of the
    379 jurisdiction of the other party.
    380 
    381 Upon termination of this Agreement, Licensee shall return to Nokia all
    382 copies of Licensed Software that were supplied by Nokia.  All other
    383 copies of Licensed Software in the possession or control of Licensee
    384 must be erased or destroyed.  An officer of Licensee must promptly
    385 deliver to Nokia a written confirmation that this has occurred.
    386 
    387 13.4 Surviving Sections
    388 
    389 Any terms and conditions that by their nature or otherwise reasonably
    390 should survive a cancellation or termination of this Agreement shall
    391 also be deemed to survive.  Such terms and conditions include, but are
    392 not limited to the following Sections: 2, 5.1, 6, 7, 8(iv), 10, 12,
    393 13.5, 13.6, 13.9, 13.10 and 13.11 of this Agreement.  Notwithstanding
    394 the foregoing, Section 5.1 shall not survive if the Agreement is
    395 terminated for material breach.
    396 
    397 13.5 Entire Agreement
    398 
    399 This Agreement constitutes the complete agreement between the parties
    400 and supersedes all prior or contemporaneous discussions,
    401 representations, and proposals, written or oral, with respect to the
    402 subject matters discussed herein, with the exception of the
    403 non-disclosure agreement executed by the parties in connection with
    404 this Agreement ("Non-Disclosure Agreement"), if any, shall be subject
    405 to Section 12. No modification of this Agreement shall be effective
    406 unless contained in a writing executed by an authorized representative
    407 of each party. No term or condition contained in Licensee's purchase
    408 order shall apply unless expressly accepted by Nokia in writing. If
    409 any provision of the Agreement is found void or unenforceable, the
    410 remainder shall remain valid and enforceable according to its
    411 terms. If any remedy provided is determined to have failed for its
    412 essential purpose, all limitations of liability and exclusions of
    413 damages set forth in this Agreement shall remain in effect.
    414 
    415 13.6 Payment and Taxes
    416 
    417 All payments under this Agreement are due within thirty (30) days of
    418 the date Nokia mails its invoice to Licensee.  All amounts payable are
    419 gross amounts but exclusive of any value added tax, use tax, sales tax
    420 or similar tax. Licensee shall be entitled to withhold from payments
    421 any applicable withholding taxes and comply with all applicable tax
    422 and employment legislation.  Each party shall pay all taxes
    423 (including, but not limited to, taxes based upon its income) or levies
    424 imposed on it under applicable laws, regulations and tax treaties as a
    425 result of this Agreement and any payments made hereunder (including
    426 those required to be withheld or deducted from payments).  Each party
    427 shall furnish evidence of such paid taxes as is sufficient to enable
    428 the other party to obtain any credits available to it, including
    429 original withholding tax certificates.
    430 
    431 13.7 Force Majeure
    432 
    433 Neither party shall be liable to the other for any delay or
    434 non-performance of its obligations hereunder other than the obligation
    435 of paying the license fees in the event and to the extent that such
    436 delay or non-performance is due to an event of Force Majeure (as
    437 defined below).  If any event of Force Majeure results in a delay or
    438 non-performance of a party for a period of three (3) months or longer,
    439 then either party shall have the right to terminate this Agreement
    440 with immediate effect without any liability (except for the
    441 obligations of payment arising prior to the event of Force Majeure)
    442 towards the other party.  A "Force Majeure" event shall mean an act of
    443 God, terrorist attack or other catastrophic event of nature that
    444 prevents either party for fulfilling its obligations under this
    445 Agreement.
    446 
    447 13.8 Notices
    448 
    449 Any notice given by one party to the other shall be deemed properly
    450 given and deemed received if specifically acknowledged by the
    451 receiving party in writing or when successfully delivered to the
    452 recipient by hand, fax, or special courier during normal business
    453 hours on a business day to the addresses specified below.  Each
    454 communication and document made or delivered by one party to the other
    455 party pursuant to this Agreement shall be in the English language or
    456 accompanied by a translation thereof.
    457 
    458 Notices to Nokia shall be given to:
     11013.1    Marketing
     111
     112Nokia may include Licensee's company name and logo in a publicly available list of Nokia customers and in its public communications.
     113
     11413.2    No Assignment
     115
     116Licensee shall not be entitled to assign or transfer all or any of its rights, benefits and obligations under this Agreement without the prior written consent of Nokia, which shall not be unreasonably withheld.
     117
     11813.3    Termination
     119
     120Nokia may terminate the Agreement at any time immediately upon written notice by Nokia to Licensee if Licensee breaches this Agreement. 
     121
     122Either party shall have the right to terminate this Agreement immediately upon written notice in the event that the other party becomes insolvent, files for any form of bankruptcy, makes any assignment for the benefit of creditors, has a receiver, administrative receiver or officer appointed over the whole or a substantial part of its assets, ceases to conduct business, or an act equivalent to any of the above occurs under the laws of the jurisdiction of the other party.
     123
     124Upon termination of this Agreement, Licensee shall return to Nokia all copies of Licensed Software that were supplied by Nokia.  All other copies of Licensed Software in the possession or control of Licensee must be erased or destroyed.  An officer of Licensee must promptly deliver to Nokia a written confirmation that this has occurred.
     125
     126
     127
     128
     129
     13013.4    Surviving Sections
     131
     132Any terms and conditions that by their nature or otherwise reasonably should survive a cancellation or termination of this Agreement shall also be deemed to survive.  Such terms and conditions include, but are not limited to the following Sections: 2, 5.1, 6, 7, 8(iv), 10, 12, 13.5, 13.6, 13.9, 13.10 and 13.11 of this Agreement.  Notwithstanding the foregoing, Section 5.1 shall not survive if the Agreement is terminated for material breach.
     133
     13413.5    Entire Agreement
     135
     136This Agreement constitutes the complete agreement between the parties and supersedes all prior or contemporaneous discussions, representations, and proposals, written or oral, with respect to the subject matters discussed herein, with the exception of the non-disclosure agreement executed by the parties in connection with this Agreement ("Non-Disclosure Agreement"), if any, shall be subject to Section 12. No modification of this Agreement shall be effective unless contained in a writing executed by an authorized representative of each party. No term or condition contained in Licensee's purchase order shall apply unless expressly accepted by Nokia in writing. If any provision of the Agreement is found void or unenforceable, the remainder shall remain valid and enforceable according to its terms. If any remedy provided is determined to have failed for its essential purpose, all limitations of liability and exclusions of damages set forth in this Agreement shall remain in effect.
     137
     13813.6    Payment and Taxes
     139
     140If credit has been extended to Licensee by Nokia, all payments under this Agreement are due within thirty (30) days of the date Nokia mails its invoice to Licensee.  If Nokia has not extended credit to Licensee, Licensee shall be required to make payment concurrent with the delivery of the Licensed Software by Nokia.  All amounts payable are gross amounts but exclusive of any value added tax, use tax, sales tax or similar tax. Licensee shall be entitled to withhold from payments any applicable withholding taxes and comply with all applicable tax and employment legislation.  Each party shall pay all taxes (including, but not limited to, taxes based upon its income) or levies imposed on it under applicable laws, regulations and tax treaties as a result of this Agreement and any payments made hereunder (including those required to be withheld or deducted from payments).  Each party shall furnish evidence of such paid taxes as is sufficient to enable the other party to obtain any credits available to it, including original withholding tax certificates.
     141
     14213.7    Force Majeure 
     143
     144Neither party shall be liable to the other for any delay or non-performance of its obligations hereunder other than the obligation of paying the license fees in the event and to the extent that such delay or non-performance is due to an event of Force Majeure (as defined below).  If any event of Force Majeure results in a delay or non-performance of a party for a period of three (3) months or longer, then either party shall have the right to terminate this Agreement with immediate effect without any liability (except for the obligations of payment arising prior to the event of Force Majeure) towards the other party.  A "Force Majeure" event shall mean an act of God, terrorist attack or other catastrophic event of nature that prevents either party for fulfilling its obligations under this Agreement.
     145
     14613.8    Notices
     147
     148Any notice given by one party to the other shall be deemed properly given and deemed received if specifically acknowledged by the receiving party in writing or when successfully delivered to the recipient by hand, fax, or special courier during normal business hours on a business day to the addresses specified below.  Each communication and document made or delivered by one party to the other party pursuant to this Agreement shall be in the English language or accompanied by a translation thereof.
     149
     150       Notices to Nokia shall be given to:
    459151
    460152Nokia, Inc.
    461153555 Twin Dolphin Drive, Suite 280
    462154Redwood City, CA 94065 U.S.A.
    463 Fax:  +1-650-551-1851
    464 
    465 13.9 Export Control
    466 
    467 Licensee acknowledges that the Licensed Software may be subject to
    468 export control restrictions of various countries.  Licensee shall
    469 fully comply with all applicable export license restrictions and
    470 requirements as well as with all laws and regulations relating to the
    471 importation of the Licensed Software and/or Modified Software and/or
    472 Applications and shall procure all necessary governmental
    473 authorizations, including without limitation, all necessary licenses,
    474 approvals, permissions or consents, where necessary for the
    475 re-exportation of the Licensed Software, Modified Software or
    476 Applications.
    477 
    478 13.10 Governing Law and Legal Venue
    479 
    480 This Agreement shall be governed by and construed in accordance with
    481 the federal laws of the United States of America and the internal laws
    482 of the State of New York without given effect to any choice of law
    483 rule that would result in the application of the laws of any other
    484 jurisdiction.  The United Nations Convention on Contracts for the
    485 International Sale of Goods (CISG) shall not apply.  Each Party (a)
    486 hereby irrevocably submits itself to and consents to the jurisdiction
    487 of the United States District Court for the Southern District of New
    488 York (or if such court lacks jurisdiction, the state courts of the
    489 State of New York) for the purposes of any action, claim, suit or
    490 proceeding between the Parties in connection with any controversy,
    491 claim, 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
    493 defense or otherwise, in any such action, claim, suit or proceeding,
    494 any claim that is not personally subject to the jurisdiction of such
    495 court(s), that the action, claim, suit or proceeding is brought in an
    496 inconvenient forum or that the venue of the action, claim, suit or
    497 proceeding is improper.  Notwithstanding the foregoing, nothing in
    498 this Section 13.10 is intended to, or shall be deemed to, constitute a
    499 submission or consent to, or selection of, jurisdiction, forum or
    500 venue for any action for patent infringement, whether or not such
    501 action relates to this Agreement.
     155Fax:  +1 650 551 1851
     156
     15713.9    Export Control
     158
     159Licensee acknowledges that the Licensed Software may be subject to export control restrictions of various countries.  Licensee shall fully comply with all applicable export license restrictions and requirements as well as with all laws and regulations relating to the importation of the Licensed Software and/or Modified Software and/or Applications and shall procure all necessary governmental authorizations, including without limitation, all necessary licenses, approvals, permissions or consents, where necessary for the re-exportation of the Licensed Software, Modified Software or Applications.
     160
     16113.10   Governing Law and Legal Venue
     162
     163        This Agreement shall be governed by and construed in accordance with the federal laws of the United States of America and the internal laws of the State of New York without given effect to any choice of law rule that would result in the application of the laws of any other jurisdiction.  The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.  Each Party (a) hereby irrevocably submits itself to and consents to the jurisdiction of the United States District Court for the Southern District of New York (or if such court lacks jurisdiction, the state courts of the State of New York) for the purposes of any action, claim, suit or proceeding between the Parties in connection with any controversy, claim, or dispute arising out of or relating to this Agreement; and (b) hereby waives, and agrees not to assert by way of motion, as a defense or otherwise, in any such action, claim, suit or proceeding, any claim that is not personally subject to the jurisdiction of such court(s), that the action, claim, suit or proceeding is brought in an inconvenient forum or that the venue of the action, claim, suit or proceeding is improper.  Notwithstanding the foregoing, nothing in this Section 13.10 is intended to, or shall be deemed to, constitute a submission or consent to, or selection of, jurisdiction, forum or venue for any action for patent infringement, whether or not such action relates to this Agreement. 
    502164
    503165
    50416613.11 No Implied License
    505167
    506 There are no implied licenses or other implied rights granted under
    507 this Agreement, and all rights, save for those expressly granted
    508 hereunder, shall remain with Nokia and its licensors.  In addition, no
    509 licenses or immunities are granted to the combination of the Licensed
    510 Software and/ Modified Software, as applicable, with any other
    511 software or hardware not delivered by Nokia under this Agreement.
     168There are no implied licenses or other implied rights granted under this Agreement, and all rights, save for those expressly granted hereunder, shall remain with Nokia and its licensors.  In addition, no licenses or immunities are granted to the combination of the Licensed Software and/ Modified Software, as applicable, with any other software or hardware not delivered by Nokia under this Agreement.
     169
     170
    512171
    51317213.12 Government End Users
    514173
    515 A "U.S. Government End User" shall mean any agency or entity of the
    516 government of the United States.  The following shall apply if
    517 Licensee 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
    521 in 48 C.F.R. 12.212 (Sept. 1995).  Consistent with 48 C.F.R. 12.212
    522 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995), all
    523 U.S. Government End Users acquire the Licensed Software with only
    524 those rights set forth herein.  The Licensed Software (including
    525 related documentation) is provided to U.S. Government End Users: (a)
    526 only as a commercial end item; and (b) only pursuant to this
    527 Agreement.
    528 
     174A "U.S. Government End User" shall mean any agency or entity of the government of the United States.  The following shall apply if Licensee is a U.S. Government End User.  The Licensed Software is a "commercial item," as that term is defined in 48 C.F.R. 2.101 (Oct. 1995), consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. 12.212 (Sept. 1995).  Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995), all U.S. Government End Users acquire the Licensed Software with only those rights set forth herein.  The Licensed Software (including related documentation) is provided to U.S. Government End Users: (a) only as a commercial end item; and (b) only pursuant to this Agreement.
    529175
    530176
    … …  
    544190
    545191
    546 2. Parts of the Licensed Software that are not permitted for distribution include, but are not limited to:
     1922. Parts of the Licensed Software that are not permitted for distribution include, but are not limited to:
    547193
    548194- The Licensed Software's source code and header files
    … …  
    552198- The Licensed Software's User Interface Compiler ("uic" or in the case of Qt Jambi: "juic")
    553199- The Licensed Software's Resource Compiler ("rcc")
    554 - The Licensed Software's generator (only in the case of Qt Jambi if applicable)
     200- The Licensed Software's generator (only in the case of Qt Jambi)
    555201- The Licensed Software's Qt SDK
    556202
    557 
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