Qt Frame Agreement
Version 2024-02

1. PARTIES OF THIS AGREEMENT
1.1. This Qt Frame Agreement—comprised of these general terms together with the appendices attached hereto, (hereinafter “Agreement”) is made by and between: The Qt Company, as defined below (hereinafter ”The Qt Company”) AND Customer name (hereinafter “Customer"):___________________ Business Id (e.g. VAT or EIN number):___________________
1.2. The parties above are hereinafter individually referred to as a "Party" and collectively as the "Parties".

2. STRUCTURE AND OBJECT OF THE AGREEMENT
2.1. The Parties have entered into this Agreement to agree on the terms and conditions applicable to The Qt Company's delivery of products and services ("Services") to Customer.
2.2.  This Agreement is comprised of the following components:
(i) This Agreement, which contains the general terms applicable to all Services,
(ii) Appendices for each of the Services, containing terms applicable to that individual set of Services ("Service Terms"),
(iii) a Qt Appendix for Pricing, if applicable, which contains pricing for specific Services, and
(iv) other topic-specific appendices, such as Support or Marketing Rights.
2.3. Any and all Services purchased shall be specified in, and agreed upon between, the Parties under a separate purchase order, statement of work, quote, or similar document ("Purchase Document"). Each Purchase Document concluded under this Agreement shall include a reference to this Agreement and be governed by this Agreement.

3. DEFINITIONS
3.1. "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.
3.2. "Contractor" shall mean third-party consultants, distributors and contractors performing services to Customer under an applicable contractual arrangement.
3.3. "Customer" shall mean the individual or legal entity specified in Section 1 above, that is a Party to this Agreement.
3.4. "Force Majeure Event" shall have the meaning set forth in Section 11.7.
3.5. "Licensed Software" shall mean The Qt Company's commercial software product which is licensed for use by Customer under this Agreement and corresponding Service Terms. Licensed Software shall include, if and to the extent applicable and specified in the applicable relevant Service Terms, corresponding online or electronic documentation, associated media and printed materials, including the source code, and example programs. The Qt Company may in the course of its development activities, at its free and absolute discretion and without any obligation to send or publish any notifications to  Customer or in general, make changes, additions or deletions in the components and functionalities of the Licensed Software, provided that no such changes, additions or deletions will affect the already released version of the Licensed Software, but only upcoming version(s). Licensed Software is commercial computer software, developed at private expense and offered to the public under standard commercial terms.
3.6. "Professional Services" shall mean The Qt Company's professional-, consulting-, training- and/or project services delivered to Customer under this Agreement and specified in a Purchase Document.
3.7. "Support" shall mean maintenance and support services provided by The Qt Company to assist Customer in using the Licensed Software, as further specified in the Appendix for Support Terms.
3.8. "The Qt Company" shall mean:
(i) in the event Customer is an entity residing in the United States or a legal entity incorporated in or having its headquarters in the United States, The Qt Company Inc., a Delaware corporation with its office at 3031 Tisch Way, 110 Plaza West, San Jose, CA 95128, USA.; or
(ii) in the event Customer is an entity residing outside of the United States or a legal entity incorporated or having its registered office outside of the United States, The Qt Company Oy., a Finnish company with its registered office at Miestentie 7, 02150 Espoo, Finland.

4. PRICES AND PAYMENT
4.1. The Qt Company agrees to make Services available to Customer subject to the prices set forth in the Appendix for Pricing. In the event that the Appendix for Pricing does not include a price for certain Services, the applicable price shall be the price agreed by the Parties in the respective Purchase Document.
4.2. All prices are exclusive of value added tax or other taxes, levels, or duties. Value added tax as well as other possible public charges imposed by authorities shall be added to the prices.
4.3. All fees under this Agreement are non-cancellable and non-refundable.
4.4. All fees under this Agreement shall be paid by Customer no later than thirty (30) days from the date of the applicable invoice from The Qt Company.
4.5. Unless otherwise agreed or provided in the respective Service Terms or Purchase Document, The Qt Company will invoice fees for:
4.5.1. Licensed Software and Support in advance upon conclusion of the Purchase Document, and
4.5.2. Professional Services monthly in arrears after the Service has been performed.
4.6. A late payment charge of the lower of: (a) one percent (1%) per month; or (b) the highest interest rate stipulated by applicable law, shall be charged on any unpaid balances that remain past due and which have not been disputed by Customer in good faith within thirty (30) days of receipt of invoice from The Qt Company.
4.7. The Qt Company may either (i) invoice Customer based on existing agreement, (ii) request Customer to place a purchase order corresponding to a quote by The Qt Company, or (iii) use Customer's stored Credit Card information to automatically charge the Customer for the relevant Renewal Term.
4.8. Unless and to the extent otherwise agreed in the Appendix for Pricing or in the Purchase Document, The Qt Company shall be entitled to adjust the prices set forth in the Appendix for Pricing by notifying  Customer of the change in writing at least sixty (60) days before the effective date of the change. The change shall not affect the current pricing term of Services agreed upon before the effective date of the change.

5. CONFIDENTIALITY
5.1. The Parties shall keep confidential, and shall not use or disclose to any unauthorized third parties, the existence and content of this Agreement as well as any Confidential Information received from the other Party or otherwise learned in connection with the Agreement or the performance of the Services, without the prior written consent of the other Party. Confidential Information shall mean information that is designated as confidential or that would be reasonably understood to be confidential given the circumstances of disclosure and the nature of the information. The Parties shall not use Confidential Information received from the other Party for any other purposes than the performance of the Agreement or the fulfilment of their rights and obligations hereunder.
5.2. Each Party shall limit access the other Party's Confidential Information only to those of its employees, subcontractors, Contractors, Affiliates or financial or legal advisors who necessarily need access to the Confidential Information for the proper performance of the Party's rights and obligations under the Agreement. Each Party shall ensure that the persons receiving Confidential Information of the other Party are bound by confidentiality obligations not less restrictive than those stipulated herein.
5.3. Each Party shall protect the confidentiality of the other Party's Confidential Information with at least  the same degree of security as it exercises to its own confidential information, but no less than a standard of reasonable care.
5.4. The confidentiality obligation stipulated herein shall not be applied to material and information which:
(iii) has become generally available or otherwise public prior to its submission by the other Party;
(iv) becomes generally available or otherwise public due to a reason other than the negligence or omission of the recipient or its personnel or other actions in violation of this Agreement or  applicable legislation;
(v) the Party has lawfully received from a third party without any obligation of confidentiality;
(vi) was lawfully in the possession of the receiving Party prior to receipt of the same from the other Party without any obligation of confidentiality related thereto;
(vii) a Party has developed independently without using material or information received from the other Party; or
(viii) a Party must disclose pursuant to law, decree or other order issued by competent regulatory or governmental body or other public authority or a judicial order, in which case the Party shall, to the extent permitted by applicable law, inform the other Party in writing of the disclosure of information prior to such disclosure.
5.5. Each Party shall, upon request of the other Party at any time, including upon termination, cancellation or expiry of the Agreement, promptly destroy or deliver to the other Party any and all the documents, files, copies and material containing Confidential Information of the other Party. Notwithstanding the foregoing, a Party may retain one copy of the Confidential Information in a secure location, if and solely to the extent required to comply with applicable laws or regulations. Any Confidential Information stored in electronic back-up form shall be rendered inaccessible and destroyed in accordance with standard back-up procedures.

6. INTELLECTUAL PROPERTY RIGHTS
6.1. Unless and to the extent expressly provided in the respective Service Terms, this Agreement carries no assignment or license to the intellectual property rights of either Party and all such rights are and shall remain the exclusive property of the Party to whom such rights are vested under applicable law at the signing of this Agreement or thereafter.
6.2. Where The Qt Company's delivery includes any materials owned by a third party, such third party materials shall be governed in all respects by the applicable license terms of such third-party right holders. The Qt Company shall duly inform the Customer whenever such third party materials are included in the Services and of applicable license terms to be followed by the Customer in using such third party materials.

7. FEES AND ORDERING
7.1. Services Fees. Services Fees are described in the Purchase Document.
7.2. Ordering Services.
(i) Customer may purchase Services pursuant to agreed pricing terms or, if no specific pricing terms have been agreed upon, at The Qt Company's standard pricing terms applicable at the time of purchase.
(ii) Unless expressly otherwise agreed, any price or other term quoted to Customer shall only be valid for the thirty (30) days from the date such price has been quoted.

8. LIMITED WARRANTY AND WARRANTY DISCLAIMER
8.1. The Qt Company hereby represents and warrants that: (i) it has the power and authority to grant the rights and licenses granted to Customer under this Agreement; (ii) the Licensed Software will operate materially in accordance with its specifications (as set forth in the applicable product documentation or, where relevant, program description); (iii) Professional Services and Support will be performed in a professional, workmanlike manner pursuant to the Agreement; and (iv) during the ten years prior to the effective date of this Agreement, there have not been any claims alleging that the Licensed Software has infringed any intellectual property rights of a third party and, to the knowledge of The Qt Company as of the effective date of this Agreement, no such infringement exists. These warranties do not apply to issues arising from, or relating to, any third-party materials or Customer's use of the Licensed Software in violation of applicable law or the terms of this Agreement.
8.2. Except to the extent set forth above, the Services are delivered to Customer "as is" and to the maximum extent permitted by applicable law, exclusive of other warranties, whether express, implied, or otherwise.  Customer's sole and exclusive remedy and The Qt Company's entire liability for deficiencies or errors in the Services shall be limited, at The Qt Company's option, to correction of the error, replacement of the Services, re-performance of the Service  or return of the applicable fees paid for the defective Service for the time period during which Customer was not able to utilize the Service as agreed.

9. LIMITATION OF LIABILITY
9.1. EXCEPT FOR (I) CASES OF GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, (II) A BREACH OR VIOLATION OF THE OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS, OR (III) WHERE REQUIRED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOST PROFITS, LOSS OF DATA, LOSS OF BUSINESS OR GOODWILL OR ANY OTHER INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE COST, DAMAGES OR EXPENSE OF ANY KIND, HOWSOEVER ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT.
9.2. EXCEPT FOR (I) CASES OF GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, (II) A BREACH OR VIOLATION OF THE OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE AGGREGATE FEES PAID OR PAYABLE TO THE QT COMPANY BY CUSTOMER FOR THE RESPECTIVE LICENSED SOFTWARE OR SERVICE GIVING RISE TO THE LIABILITY. THE FOREGOING LIMITATION WILL NOT APPLY TO CUSTOMER'S OBLIGATION TO PAY THE APPLICABLE FEES CORRESPONDING TO ITS  ACTUAL USE OF LICENSED SOFTWARE OR SERVICES.

10. TERM AND TERMINATION
10.1. This Agreement shall enter into force upon signing by both Parties and is effective as of the last date of signature.
10.2. This Agreement shall remain in force until further notice and may be terminated without cause by either Party by no less than three (3) months' prior written notice to the other Party.
10.3. Termination of a particular Purchase Document and the Services governed thereunder shall be stipulated under the applicable Service Terms.
10.4. Either Party may terminate this Agreement with immediate effect, if the other Party:
(i) commits a material breach of the terms of this Agreement (including applicable Service Terms) and has not remedied such breach within a reasonable period of time (which shall be no less than thirty (30) days) of the non-breaching  Party's written notice specifying the breach, or
(ii) becomes bankrupt, insolvent or goes into liquidation or debt restructuring.
10.5. Termination of this Agreement shall, as such, have no effect on the validity of any Services ordered and agreed prior to the effective date of such termination, and such Services shall continue to remain in force pursuant to applicable Service Terms (including the terms of this Agreement) for the remainder of the duration of the applicable Service validity term.

11. GOVERNING LAW AND DISPUTE RESOLUTION
11.1. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.
11.2. Where this Agreement is concluded with The Qt Company, Inc., a Delaware corporation, the Parties agree that this Section 10.2 will apply. This Agreement will be governed by, and construed in accordance with the laws of the State of California and any controlling United States federal law. Any dispute, controversy or claim arising out of or relating to this contract, including the formation, interpretation, breach or termination thereof, and whether the claims asserted are arbitrable, will be referred to and finally determined by arbitration in accordance with the JAMS International Arbitration Rules. The tribunal will consist of one arbitrator. The place of arbitration will be San Francisco, California, USA. The language to be used in the arbitral proceedings will be English. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. This Section 10.2 shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. Notwithstanding the foregoing, any action by The Qt Company solely to collect license or other fees hereunder may be brought in any court of competent jurisdiction.
11.3. Where this Agreement is concluded with The Qt Company, Oy., a Finnish company, the parties agree that this Section 10.3 will apply. This Agreement shall be construed and interpreted in accordance with the laws of Finland, excluding its choice of law provisions. All disputes arising out of or in connection with this Agreement shall be finally settled in accordance with the laws of Finland, excluding its choice of law provisions.  All disputes arising out of or in connection with this Agreement shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules. The place of arbitration will be Helsinki, Finland. The language to be used in arbitral proceedings will be English. This Section 10.3 shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

12. MISCELLANOUS
12.1. No Assignment. Customer shall not be entitled to assign or transfer all or any of its rights, benefits and obligations under this Agreement except in case of sale of relevant business or assets or otherwise with prior written consent of The Qt Company, which shall not be unreasonably withheld or delayed. The Qt Company shall be entitled to freely assign or transfer any of its rights, benefits or obligations under this Agreement.
12.2. Surviving Sections. Any terms and conditions that by their nature or otherwise reasonably should survive termination of this Agreement shall so be deemed to survive.
12.3. Entire Agreement. This Agreement, its Appendices and any applicable Purchase Documents constitute the complete agreement between the Parties and supersedes all prior or contemporaneous discussions, representations, contracts (including prior License Agreements and similar prior agreements), and proposals, written or oral, with respect to the subject matters discussed herein.
12.4. Subcontractors. The Qt Company may utilize subcontractors in the performance of Services under this Agreement, provided that The Qt Company remains responsible for the performance of the Services and compliance with this Agreement, as well as ensuring that subcontractors are required to abide by relevant restrictions (e.g., confidentiality) set forth in this Agreement.
12.5. Modifications. No modification of this Agreement shall be effective unless contained in a writing executed by an authorized representative of each Party. No standard terms and conditions or provisions of any Customer purchase order or other ordering form that Customer may use in connection with the acquisition of Services will modify or affect this Agreement, the parties agree that any such terms and conditions are void with no legal effect.
12.6. Affiliate Orders. Customer Affiliates may purchase Services via this Agreement as follows:
(i) any purchases by Customer Affiliates from The Qt Company or its Affiliates will create a contractual relationship directly between the relevant The Qt Company entity and the respective ordering Customer Affiliate;
(ii) the entry into a Purchase Document between The Qt Company and Customer Affiliate creates an agreement between The Qt Company and Customer Affiliate and incorporates all terms and conditions of this Agreement as the governing agreement between The Qt Company and Customer Affiliate ("Accession Agreement"): and
(iii) Customer Affiliate will be deemed "Customer" under the terms of this Agreement and all rights and obligations under such Accession Agreement are vested and borne solely by the ordering Customer Affiliate and the relevant The Qt Company entity as contracting parties under such Accession Agreement.
12.7. Force Majeure. Neither Party shall be liable to the other for any delay or non-performance of its obligations hereunder in the event and to the extent that such delay or non-performance is due to an event of act of God, terrorist attack or other similar unforeseeable catastrophic event that prevents either Party for fulfilling its obligations under this Agreement and which such Party cannot avoid or circumvent ("Force Majeure Event"). If the Force Majeure Event 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 the relevant Purchase Document and Services thereunder with immediate effect without any liability (except for the obligations of payment arising prior to the Force Majeure Event) towards the other Party.
12.8. Notices. Any 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 for each Party in this Agreement. Each communication and document made or delivered by one Party to the other Party pursuant to this Agreement shall be in the English language.
12.9. Attorney Fees. The prevailing Party in any action to enforce this Agreement shall be entitled to recover its attorney's fees and costs in connection with such action.
12.10. Privacy and Security. The Parties commit to and comply with their respective applicable obligations under the privacy and security terms set forth in the Privacy and Security Appendix and relevant Appendices attached hereto.
12.11. Feedback. Customer agrees that, from time to time, The Qt Company, may request feedback from Customer regarding the Services ("Feedback"). Customer may choose to provide Feedback and agrees that The Qt Company may freely use, copy, disclose, and exploit any Feedback. No Feedback will be considered Customer Confidential Information unless explicitly agreed otherwise between the Parties.
12.12. Export Control. Customer acknowledges that the Services, or portions thereof, may be subject to export control restrictions under the applicable laws of respective countries. Customer shall fully comply with all applicable export license restrictions and requirements, economic sanctions restrictions, as well as with all laws and regulations relating thereto, and shall procure all necessary governmental authorizations, including without limitation, all necessary licenses, approvals, permissions, or consents, where necessary (e.g., for re-exportation of the Redistributables, Applications and/or Devices, each as defined in the relevant Service Terms).
12.13. Severability. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.

13. APPENDICES
13.1. The following appendices form an integral part of this Agreement. In case of a discrepancy between this Agreement and any of its Appendices, this Agreement shall prevail. In case of discrepancies between the Purchase Document(s) and this Agreement or applicable Service Terms, the terms of this Agreement or the applicable Service Terms shall prevail, except in cases where an express deliberate deviation from the terms of this Agreement or applicable Service Terms has been concluded pursuant to Section 2.3 hereof, in which case the Purchase Document shall prevail.
1. Appendix for Qt Development Framework
2. Appendix for Support Terms https://www.qt.io/terms-conditions/support-terms
3. Appendix for Privacy and Security Terms https://www.qt.io/terms-conditions/privacy-and-security

Appendix for Qt Development Framework
Version 2024-02

1. This Appendix for Qt Development Framework is an integral part of the Agreement and specifies the legal terms for the licensing of Licensed Software (as defined below) between The Qt Company and the Customer. Entry into this Appendix governs the use of and supersedes any prior contracts between the Parties (including prior License Agreements and similar prior agreements), with respect to the Licensed Software under this Appendix.

2. DEFINITIONS
2.1. Capitalized words used in this Appendix shall have the meanings described in the Agreement or as defined below.
2.2. "Add-on Products" shall mean The Qt Company's specific add-on software products which are not licensed as part of The Qt Company's standard Services offerings, but shall be included into the scope of Licensed Software only if so specifically agreed between the Parties.
2.3. "Application" means software products created using the Licensed Software, which include the Redistributables, or part thereof.
2.4. "End Customer" shall mean Customer's customer(s) to whom Customer, directly or indirectly, distributes copies of the Redistributables as integrated or incorporated into Applications or Devices.
2.5. "Data Protection Legislation" shall mean the General Data Protection Regulation (EU 2016/679) (GDPR) and any national implementing laws, regulations and secondary legislation, as may be amended or updated from time to time, as well as any other data protection laws or regulations applicable in the relevant territory.
2.6. "Deployment Platforms" shall mean target operating systems and/or hardware specified in the License Certificate, on which the Redistributables can be distributed pursuant to the terms and conditions of this Appendix.
2.7. "Designated User(s)" shall mean the employee(s) of Customer or Customer's Affiliates acting within the scope of their employment or Customer's Contractors acting within the scope of their services on behalf of Customer.
2.8. "Development License" shall mean the license needed by the Customer for each Designated User to use Licensed Software under the license grant described in Section 5 of this Appendix. Development Licenses are available per respective Licensed Software products; each product having its designated scope and purpose of use.
2.9. "Development Platforms" shall mean the host operating system(s) specified in the License Certificate, on which Licensed Software can be used under the Development License.
2.10. "Devices" shall mean
(i) hardware devices or products that
a. are manufactured and/or distributed by the Customer, its Affiliates, Contractors or End Customer, and
b. incorporate, integrate or link to Applications such that substantial functionality of such unit, when used by an End User, is provided by Application(s) or otherwise depends on the Licensed Software; or
(ii) Applications designed for the hardware devices specified in item (i).
Devices covered by this Appendix shall be specified in the Pricing Appendix or Purchase Document.
2.11. "Distribution License(s)" shall mean a royalty-bearing license required for any kind of sale, trade, exchange, loan, lease, rental or other distribution by or on behalf of Customer to a third party of Redistributables in connection with Devices pursuant to license grant described in Section 5.3 of this Appendix. Distribution Licenses are sold separately for each type of Device respectively and cannot be used for any other type of Devices.
2.12. "Distribution License Packs" shall mean set of prepaid Distribution Licenses for distribution of Redistributables, as defined in The Qt Company's standard price list, quote, Pricing Appendix  or in the Purchase Document, as applicable.
2.13. "Evaluation License Term" shall mean a time period specified in the License Certificate for the Customer to use the relevant Licensed Software for evaluation purposes according to Section 5.6 of this Appendix.
2.14. "Intellectual Property Rights" shall mean patents (including utility models), design patents, and designs (whether or not capable of registration), chip topography rights and other like protection, copyrights, trademarks, service marks, trade names, logos or other words or symbols and any other form of statutory protection of any kind and applications for any of the foregoing as well as any trade secrets.
2.15. "License Certificate" shall mean a certificate generated by The Qt Company for each Designated User respectively upon their download of the Licensed Software, which will be available under the respective Designated User's Qt Account at account.qt.io. License Certificates will specify relevant information pertaining to the Licensed Software purchased by Customer and the license to the Licensed Software.
2.16. "License Fee" shall mean the fee charged to Customer for rights granted under this Appendix.
2.17. "Licensed Software" shall mean the specified product(s) of Qt Software which Customer has purchased and which is provided to Customer under the terms of this Appendix (including its Exhibits). Licensed Software shall include corresponding online or electronic documentation, associated media and printed materials, including source code (where applicable), example programs and the documentation. Licensed Software does not include Third Party Software (as defined in Section 6) or Qt Community Edition. The Qt Company may, in the course of its development activities, at its free and absolute discretion and without any obligation to send or publish any notifications to Customer or in general, make changes, additions or deletions in the components and functionalities of the Licensed Software, provided that no such changes, additions or deletions will affect the already released version of the Licensed Software, but only upcoming version(s).
2.18. "License Term" shall mean the agreed validity period of the Development License during which the relevant Licensed Software product can be used pursuant to this Appendix. The agreed License Term, as ordered and paid for by Customer, shall be memorialized in the applicable License Certificate.
2.19. "Customer's Records" shall mean books and records that contain information bearing on Customer's compliance with the  Agreement, Customer's use of Qt Community Edition and/or the payments due to The Qt Company under the Agreement, including, but not limited to user information, assembly logs, sales records and distribution records.
2.20. "Modified Software" shall have the meaning as set forth below in Section 4.
2.21. "Qt Software" shall mean the development and design software of The Qt Company, which The Qt Company makes available under commercial and/or open source licenses as either the "Licensed Software" or the "Qt Community Edition".
2.22. "Permitted Software" shall mean third party products that are generally available to the public, which may include parts of Qt Community Edition or be developed using Qt Community Edition.
2.23. "Pre-Release Code" shall have the meaning as set forth in Section 7.
2.24. "Prohibited Combination" shall mean any effort to use, combine, incorporate, link or integrate Licensed Software with any software created with or incorporating Qt Community Edition, or use Licensed Software for creation of any such software.
2.25. "Qt Community Edition" shall mean  the open source version of Qt Software available under the terms of the GNU Lesser General Public License, version 2.1 or later ("LGPL") or the GNU General Public License, version 2.0 or later ("GPL"). For clarity, Qt Community Edition shall not be provided, governed or used under this Appendix.
2.26. "Redistributables" shall mean the portions of Licensed Software as set forth in Exhibit 1 hereto that may be distributed pursuant to this Appendix in object code form only, including any relevant documentation. Where relevant, any reference to Licensed Software in this Appendix includes and refers  to Redistributables.
2.27. "Renewal Term" shall mean an extension of the previous License Term as agreed between the Parties.
2.28. "Submitted Modified Software" shall have the meaning as set forth in Section 4.2 of this Appendix.
2.29. "Third-Party Software" shall have the meaning set forth in Section 6 of this Appendix.
2.30. "Updates" shall mean a release or version of the Licensed Software containing bug fixes, error corrections and other changes that are generally made available to users of the Licensed Software that have contracted for Support. Updates are generally depicted as a change to the digits following the decimal in the Licensed Software version number. The Qt Company shall make Updates available to Customer under the Support. Updates shall be considered as part of the Licensed Software hereunder.
2.31. "Upgrades" shall mean a release or version of the Licensed Software containing enhancements and new features and are generally depicted as a change to the first digit of the Licensed Software version number. In the event that Upgrades are provided to Customer under this Appendix, they shall be considered as part of the Licensed Software hereunder.

3. OWNERSHIP
3.1. Ownership of The Qt Company
3.1.1. 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.
3.1.2. All of The Qt Company's Intellectual Property Rights are and shall remain the exclusive property of The Qt Company or its respective licensors . No rights to The Qt Company's Intellectual Property Rights are assigned or granted to Customer under this Appendix, except when and to the extent expressly specified herein.
3.2. Ownership of Customer
3.2.1. All of Customer's Intellectual Property Rights are and shall remain the exclusive property of Customer or its licensors respectively.
3.2.2. Except to the extent set forth in this Appendix, all Intellectual Property Rights to the Modified Software, Applications and Devices (except to Redistributables included therein) shall remain with Customer.

4. MODIFIED SOFTWARE
4.1. Customer may create bug-fixes, error corrections, patches or modifications to the Licensed Software ("Modified Software"). To the extent that Customer's Modified Software breaks source or binary compatibility or other functionality with the Licensed Software, Customer acknowledges that The Qt Company's ability to provide Support may be prevented or limited and Customer's ability to make use of Updates may be restricted.
4.2. Customer may, at its sole and absolute discretion, choose to submit Modified Software to The Qt Company ("Submitted Modified Software") in connection with Customer's Support request, service request or otherwise. In the event Customer does so, then, Customer hereby grants The Qt Company a sublicensable, assignable, irrevocable, perpetual, worldwide, non-exclusive, royalty-free and fully paid-up license, under all of Customer's Intellectual Property Rights, to reproduce, adapt, translate, modify, and prepare derivative works of, publicly display, publicly perform, sublicense, make available and distribute such Submitted Modified Software as The Qt Company sees fit at its free and absolute discretion.

5. LICENSES GRANTED
5.1. Development with Licensed Software
5.1.1. Subject to the terms of the Agreement, The Qt Company grants to Customer a worldwide, non-exclusive, non-transferable license, valid for each License Term, to use, modify and copy the Licensed Software by Designated Users on the Development Platforms for the sole purposes of designing, developing, demonstrating and testing Application(s) and/or Devices, and to provide support and other services related to such Applications and Devices to End Customers. Each Application and/or Device can only include, incorporate or integrate contributions by such Designated Users who are duly licensed for the applicable Development Platform(s) and Deployment Platform(s) (i.e have a valid license for the appropriate Licensed Software product and only use one type of Qt Development License per Customer Application and/or Device(s)).
5.1.2. Customer may install copies of the Licensed Software on five (5) computers per Designated User, provided that only Designated Users who have a valid Development License may use the Licensed Software.
5.1.3. Customer may designate another Designated User to replace a then-current Designated User by notifying The Qt Company in writing, where such replacement is due to termination of employment, long-term absence or other permanent reason affecting Designated User's need for Licensed Software.
5.1.4. Upon expiry of the initially agreed License Term, the respective License Term shall be automatically extended by one or more Renewal Term(s), unless and until either Party notifies the other Party in writing, that it does not wish to continue the License Term, such notification to be provided to the other Party no less than thirty (30) days before expiry of the respective License Term. The Qt Company shall, in good time before the due date for the above notification, remind the Customer on the coming Renewal Term. Unless otherwise agreed between the Parties, Renewal Term shall be equal to the length of the previous License Term, but no longer than thirty-six (36) months.
5.1.5. Any such Renewal Term shall be subject to License Fees agreed between the Parties or, if no advance agreement exists, subject to The Qt Company's standard list pricing applicable at the commencement date of any such Renewal Term.
5.2. Distribution of Applications
5.2.1. Subject to the terms of the Agreement, The Qt Company grants to Customer a worldwide, non-exclusive, non-transferable, perpetual, royalty-free and revocable (only for Customer’s material breach of agreement) right and license to:
(i) distribute, by itself or through its Contractors, Redistributables as installed, incorporated or integrated into Applications for execution on the Deployment Platforms; and
(ii) grant perpetual and irrevocable sublicenses to Redistributables, as distributed hereunder, for End Customers solely to the extent necessary in order for the End Customers to use the Applications for their respective intended purposes.
5.2.2. Right to distribute the Redistributables as part of an Application as provided herein is not royalty-bearing but is conditional upon the Application having been created, updated and maintained under a valid and duly paid Development License.
5.3. Distribution of Devices
5.3.1. Subject to the terms of the Agreement, The Qt Company grants to Customer a worldwide, non-exclusive, non-transferable, perpetual, revocable (only for Customer’s material breach of agreement), royalty-bearing right and license to:
(i) distribute, by itself or through one or more tiers of Contractors, Redistributables as installed, incorporated or integrated, or intended to be installed, incorporated or integrated into Devices for execution on the Deployment Platforms; and
(ii) grant perpetual and irrevocable sublicenses to Redistributables, as distributed hereunder, for End Customers solely to the extent necessary in order for the End Customers to use the Devices for their respective intended purposes.
5.3.2. Right to distribute the Devices as provided herein is conditional upon (i) the Devices having been created, updated and maintained under a valid and duly paid Development License, and (ii) Customer having acquired corresponding Distribution Licenses at the time of distribution of any Devices to End Customers.
5.4. Further Requirements
5.4.1. The licenses granted in this Section 5 by The Qt Company to Customer are conditional and subject to Customer's compliance with the following terms:
(i) Customer acknowledges that The Qt Company has separate products for the purpose of Applications and Devices respectively, where development and distribution of Devices is only allowed using the correct designated product. Customer shall ensure and bear the burden of proof that Customer is using a correct product entitling Customer to development and distribution of Devices;
(ii) Customer shall not remove or alter any copyright, trademark or other proprietary rights notice(s) contained in any portion of the Licensed Software;
(iii) Applications must add primary and substantial functionality to Licensed Software so as not to compete with the Licensed Software;
(iv) Applications may not pass on functionality which in any way makes it possible for others to create software with Licensed Software; provided however that Customer may use 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);
(v) Customer shall not use Licensed Software in any manner or for any purpose that infringes, misappropriates or otherwise violates any Intellectual Property Right or right of any third party, or that violates any applicable law;
(vi) Customer shall not use The Qt Company's or any of its suppliers' names, logos, or trademarks to market Applications, except that Customer may use “Built with Qt” logo to indicate that an Application or Device was developed using Licensed Software;
(vii) Customer shall not distribute, sublicense or disclose source code of Licensed Software to any third party (provided however that Customer may appoint employee(s) of Contractors and Affiliates as Designated Users to use Licensed Software pursuant to this Appendix).
(viii) Customer shall not grant the End Customers a right to: (a) make copies of the Redistributables except when and to the extent required to use the Applications and/or Devices for their intended purpose; (b) modify the Redistributables or create derivative works thereof; (c) decompile, disassemble or otherwise reverse engineer Redistributables; or (d) redistribute any copy or portion of the Redistributables to any third party, except as part of the onward sale of the Application or Device on which the Redistributables are installed;
(ix) Customer shall not, and shall cause that its Affiliates or Contractors shall not, use Licensed Software in any Prohibited Combination, unless Customer has received specific advance written permission from The Qt Company to do so. Absent such written permission, any and all distribution by Customer during the term of the Agreement of a hardware device or product: a) which incorporates or integrates any part of Licensed Software or Qt Community Edition; or b) where substantial functionality is provided by software built with Licensed Software or Qt Community Edition or otherwise depends on Licensed Software or Qt Community Edition, shall be considered to be Device distribution under this Appendix and shall be dependent on Customer’s compliance thereof (including but not limited to the obligation to pay applicable License Fees for such distribution). Notwithstanding the foregoing, Customer is entitled to use and combine Licensed Software with Permitted Software;
(x) Customer shall cause all of its Affiliates, Contractors and End Customer entitled to make use of the licenses granted under this Appendix, to be contractually bound to comply with the relevant terms hereof and not to use the Licensed Software beyond the terms hereof nor for any purposes other than operating within the scope of their services for Customer. Customer shall be responsible for any and all actions and omissions of its Affiliates, Contractors, and End Customers relating to the Licensed Software and use thereof (including but not limited to payment of all applicable License Fees);
(xi) Except when and to the extent explicitly provided in this Section 5, Customer shall not transfer, publish, disclose, display or otherwise make available the Licensed Software; and
(xii) Customer shall not attempt or enlist a third party to conduct or attempt to conduct any of the above.
5.4.2. The above terms shall not be applicable if and solely to the extent they conflict with any mandatory provisions of applicable laws.
5.4.3. Any use of Licensed Software beyond the provisions of this Appendix is strictly prohibited and requires, at a minimum an additional license from The Qt Company (e.g. certain additional rights granted under software development kit “SDK” agreement with regard to limitations of Section 5.4.1 iv, vii or viii).
5.5. Evaluation License
5.5.1. Subject to the terms of this Appendix, The Qt Company grants to Customer a worldwide, non-exclusive, non-transferable license, valid for the Evaluation License Term to use the relevant Licensed Software product solely for Customer’s internal use to evaluate and determine whether the Licensed Software meets Customer's business requirements, specifically excluding any commercial use of the Licensed Software or any derived work thereof.
5.5.2. Upon the expiry of the Evaluation License Term, Customer must either discontinue use of the relevant Licensed Software or acquire a commercial Development License specified herein.

6. THIRD-PARTY SOFTWARE. The Licensed Software may provide links or access to third party libraries or code (collectively "Third-Party Software") to implement various functions. Third-Party Software does not, however, comprise part of the Licensed Software, but is provided to Customer complimentary and use thereof is discretionary for Customer. Third-Party Software will be listed in the ".../src/3rdparty" source tree delivered with the Licensed Software or documented in the Licensed Software, as such may be amended from time to time. Customer acknowledges that use or distribution of Third-Party Software is in all respects subject to applicable license terms of applicable third-party right holders.

7. PRE-RELEASE CODE
7.1. The Licensed Software may contain pre-release code and functionality, or sample code marked or otherwise stated with appropriate designation such as "Technology Preview", "Alpha", "Beta", "Experimental", "Sample", "Example" etc. ("Pre-Release Code").
7.2. Such Pre-Release Code may be provided complimentary for  Customer, in order to provide experimental support or information for new platforms or preliminary versions of one or more new functionalities, or for other similar reasons. Pre-Release Code may not be at the level of performance and compatibility of a final, generally available, product offering.  Pre-Release Code may not operate correctly, may contain errors and may be substantially modified by The Qt Company prior to a commercial product release, if any. The Qt Company is under no obligation to make Pre-Release Code commercially available, or provide any Support or Updates relating thereto. To the maximum extent permitted by law, the Qt Company assumes no liability whatsoever regarding any Pre-Release Code and any use thereof is exclusively at Customer's own risk and expense.
7.3.  Unless Licensed Software specifies different license terms for the respective Pre-Release Code, Customer is entitled to use such pre-release code pursuant to Section 5 of this Appendix, just like other Licensed Software.

8. SUPPORT. Support is provided according to agreed support level and subject to applicable requirements and restrictions, as specified in the Appendix for Support Terms.

9. FEES AND ORDERING: DISTRIBUTION LICENSES
9.1. Distribution License Packs
9.1.1. Unless otherwise agreed in writing, Distribution Licenses shall be purchased by way of Distribution License Packs.
9.1.2. Upon due payment of the ordered Distribution License Pack(s), Customer will have an account of Distribution Licenses available for distributing the Redistributables in accordance with this Agreement.
9.2. Each time Customer distributes a copy of Redistributables, one Distribution License is used and Customer's account of available Distribution Licenses is decreased accordingly.
9.3. Customer may distribute copies of the Redistributables so long as Customer has Distribution Licenses remaining on its account.

10. RECORD-KEEPING AND REPORTING OBLIGATIONS; AUDIT RIGHTS
10.1. Customer's Record-keeping
10.1.1. Customer shall at all times during the term of the Agreement or validity of any of the licenses hereunder, whichever is later, and for a period of two (2) years thereafter, maintain Customer's Records in an accurate and up-to-date form. Customer's Records shall be adequate to reasonably enable The Qt Company to determine Customer's compliance with the provisions of the Agreement. The records shall conform to general good accounting practices.
10.1.2. Customer shall, within thirty (30) days from receiving The Qt Company's request to that effect, deliver to The Qt Company a report based on Customer's Records, such report to contain information, in sufficient detail, on: (i) number and identity of users working with Licensed Software or Qt Community Edition, (ii) copies of Redistributables distributed by Customer during the most recent calendar quarter and/or any other term specified by The Qt Company, and (iii) any other information pertaining to Customer's compliance with the terms of the Agreement (e.g. information on products and/or projects relating to use of Distribution Licenses), as The Qt Company may reasonably require from time to time.
10.2. The Qt Company's Audit Rights
10.2.1. The Qt Company or an independent auditor acting on behalf of The Qt Company may, upon at least thirty (30) days' prior written notice and at The Qt Company expense, audit Customer with respect to Customer's use of the Licensed Software, but not more frequently than once during each six (6) month period. Such audit may be conducted by mail, electronic means or through an in-person visit to Customer's place of business. Any possible in-person audit shall be conducted during regular business hours at Customer's facilities, shall not unreasonably interfere with Customer's business activities and shall be limited in scope to verify Customer's compliance with the terms of the Agreement. The Qt Company or its independent auditor shall be entitled to inspect Customer's Records and conduct necessary interviews of Customer's relevant employees and Contractors. All Customer's Records and use thereof shall be subject to the obligation of confidentiality under the Agreement.
10.2.2. If an audit reveals that Customer is using the Licensed Software beyond scope of the licenses Customer has paid for, Customer shall pay to The Qt Company any amounts owed for such unauthorized use within thirty (30) days from receipt of the corresponding invoice from The Qt Company.
10.2.3. In addition, in the event the audit reveals a material violation of the terms of the Agreement (without limitation, either (i) underpayment of more than 10% of License Fees or 10,000 euros (whichever is more) or (ii) distribution of products, which include or result from Prohibited Combination, shall be deemed a material violation for purposes of this section), then Customer shall pay The Qt Company's reasonable cost of conducting such audit.

11. TERMINATION
11.1. Termination of Licenses
11.1.1. The Qt Company may terminate Customer's rights to any and all Licensed Software (including access to Support), if Customer:
(i) commits a material breach of the Agreement (including this Appendix) and has not remedied the breach within a reasonable period of time (which shall be no less than 30 days) of The Qt Company's written notice specifying the breach, or
(ii) becomes bankrupt, insolvent or goes into liquidation or debt restructuring.
11.2. Suspension of rights: Instead of termination, The Qt Company reserves the right to suspend or withhold grants of any and all rights to the Licensed Software (including Support), should Customer fail to make payment in timely fashion or otherwise violate or is reasonably suspected of violating its obligations under the Agreement and/or this Appendix, and where such violation or breach is not cured within ten (10) business days following The Qt Company's written notice thereof.
11.3. Parties  Rights and Duties upon Termination
11.3.1. Upon expiry or termination of the Development Licenses, Customer shall cease and shall cause all Designated Users (including those of its Affiliates' and Contractors') to cease using the relevant Licensed Software.
11.3.2. Upon such expiry or termination of Development Licenses, Customer shall destroy or return to The Qt Company all copies of the respective Licensed Software and all related materials and will certify the same by Customer's duly authorized officer to The Qt Company upon its request, provided however that Customer may retain and utilize such copies of the Licensed Software to the extent required to provide Customer's continued support to End Customers,  for archiving purposes or as is required under applicable law.
11.3.3. Distribution Licenses are perpetual and, therefore, Customer's distribution rights hereunder shall only terminate upon The Qt Company's termination of Distribution Licenses due to Customer's material breach as set forth in Section 11.1.1(i) of this Appendix. In case of such termination by The Qt Company due to Customer's material breach, Customer must cease any distribution of Applications and Devices at the effective date of termination.
11.3.4. Expiry or termination of any of Customer's licenses hereunder for any reason whatsoever shall not:
(i) relieve Customer of its obligation to pay any License Fees accrued or payable to The Qt Company prior to the effective date of termination, and Customer pay to The Qt Company all such fees within 30 days from the effective date of termination of the licenses;
(ii) relieve Customer of its obligation to ensure that Applications and Devices (including those already distributed) remain in compliance with the terms of the Agreement; nor
(iii) affect any rights of End Customer to continue use of Applications and Devices (and therein incorporated Redistributables).
11.4. Extension of Rights under Special Circumstances. In the event that, during the applicable License Term, The Qt Company is declared bankrupt under a final, non-cancellable decision by relevant court of law, and the Agreement is not, at the date of expiry of the Development License(s), assigned to a party who has assumed The Qt Company's position as a legitimate licensor of Licensed Software under the Agreement, then all valid Development Licenses possessed by Customer at such date of expiry, and which Customer has not notified for expiry, shall be extended to be valid in perpetuity under the terms of the Agreement. Any such extension shall not apply to The Qt Company's Support obligations.

EXHIBIT 1, Licensed Software
At the time of conclusion of this Appendix, the latest available version of Licensed Software includes the software libraries and tools set forth in Exhibit 1 (as provided below), depending on which product(s) Customer has purchased under the relevant Purchase Document.
The modules and tools are specific to each product version respectively and may vary from version to version. Modules and tools included in the latest publicly available version of the respective product at any given time are listed in Exhibit 1 of  https://www.qt.io/terms-conditions/qt-dev-framework/exhibit-1. If a new version of Licensed Software does not include a module or tool present in an older version which Customer is entitled to use under a valid license from The Qt Company, then Customer will continue to have such right during the validity of Customer's license to relevant Licensed Software.  In the event a new version of the Licensed Software adds modules or tools to any previous version(s), Customer's rights will extend to cover also such additional modules and tools.

EXHIBIT 2 - Small Business Terms
1. This Exhibit applies to entities that qualify as a Qualified Small Business (defined below) and provides additional terms and conditions applicable to small business pricing and licensing. In the event that Customer is a Qualified Small Business and there is any conflict between the terms of this Exhibit and any other terms of the Agreement, the terms in this Exhibit shall take precedence.

2. APPLICABILITY FOR SMALL BUSINESS LICENSES. Any small business discounts applied require that Customer (including any Customer Affiliates or group entities) has an annual revenue (including annual capital funding) below 1 Million EUR, or the equivalent thereof, as approved by The Qt Company (each, a "Qualified Small Business"). The annual revenue, including funding, must be evidenced upon request by business records and approved by The Qt Company in its reasonable discretion.

3. SUPPORT. Support is limited to: (i) Install Support; and (ii) for any other Standard Support issue, five (5) support tickets annually.

4. LIMITATION ON NUMBER OF SMALL BUSINESS DEVELOPER LICENSES. Qualified Small Business discounts and purchasing structure may be applied to a maximum of  three discounted developer licenses (either ADE or DCP) per Qualified Small Business. Any additional licenses purchased will be at The Qt Company list price in effect at the time.

5. LIMITATION FOR NUMBER OF INSTALLATIONS. Customer may install copies of the Licensed Software on two (2) computers per Designated User, provided that only the Designated Users who have a valid Development License may use the Licensed Software.

6. CONDITIONAL WAIVER OF DISTRIBUTION LICENSES. For Qualified Small Businesses, the Agreement requirements to purchase Distribution Licenses for Devices shall apply only when Customer ceases to be a Qualified Small Business (e.g., when annual revenue threshholds  are bypassed).

7. ADDITIONAL TERMS FOR RENEWALS. The initial subscription purchase term for Qualified Small Business Licenses is twelve (12) months. Upon expiration of the initial twelve (12) month term and unless terminated in accordance with the Agreement, the Licenses will automatically renew for additional twelve (12) month terms with applicable Qualified Small Business discounts. If Customer ceases to be a Qualified Small Business, renewal pricing shall be at The Qt Company list price in effect at the time of renewal, or as agreed in writing between the parties.

8. ADDITIONAL AUDIT RIGHTS. In addition to the audit rights set forth in the Agreement, The Qt Company reserves the right to audit Customer financial records in order to determine whether Customer is a Qualified Small Business.
