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Qt Embedded Commercial Developer License Agreement
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This Qt Embedded Commercial License Agreement ("Agreement") is a legal
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agreement between Nokia Corporation ("Nokia"), with its registered
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office at Keilalahdentie 4, 02150 Espoo, Finland and you (either an
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individual or a legal entity) ("Licensee") for the Licensed Software
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"Affiliate" of a Party shall mean an entity (i) which is directly or
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indirectly controlling such Party; (ii) which is under the same direct
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or indirect ownership or control as such Party; or (iii) which is
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directly or indirectly owned or controlled by such Party. For these
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purposes, an entity shall be treated as being controlled by another if
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that other entity has fifty percent (50 %) or more of the votes in
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such entity, is able to direct its affairs and/or to control the
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composition of its board of directors or equivalent body.
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"Applications" shall mean Licensee's software products created using
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the Licensed Software which may include portions of the Licensed
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"Deployment Platforms" shall mean the operating system(s) listed in
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the License Certificate onto which Licensee is authorized to deploy
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"Designated User(s)" shall mean the employee(s) of Licensee acting
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within the scope of their employment or Licensee's consultant(s) or
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contractor(s) acting within the scope of their services for Licensee
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and on behalf of Licensee.
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"Development Platforms" shall mean the operating system(s) listed in
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the License Certificate on which Licensee may use, develop and modify
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the Licensed Software.
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"Initial Term" shall mean the period of time one (1) year from the
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later of (a) the Effective Date; or (b) the date the Licensed Software
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was initially delivered to Licensee by Nokia. If no specific
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Effective Date is set forth in the Agreement, the Effective Date shall
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be deemed to be the date the Licensed Software was initially delivered
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"License Certificate" shall mean the document accompanying the
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Licensed Software which specifies the modules which are licensed under
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the Agreement, Development Platforms, Deployment Platforms and
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"Licensed Software" shall mean the computer software, "online" or
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electronic documentation, associated media and printed materials,
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including the source code, example programs and the documentation
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delivered by Nokia to Licensee in conjunction with this Agreement.
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Licensed Software does not include Third Party Software (as defined in
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"Modified Software" shall mean modifications made to the Licensed
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"Party or Parties" shall mean Licensee and/or Nokia.
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"Support" shall mean standard developer support that is provided by
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Nokia to assist eligible Designated Users in using the Licensed
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Software in accordance with its established standard support
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http://www.qtsoftware.com/support-services/files/pdf/.
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"Updates" shall mean a release or version of the Licensed Software
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containing enhancements, new features, bug fixes, error corrections
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and other changes that are generally made available to users of the
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Licensed Software that have contracted for maintenance and support.
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The Licensed Software is protected by copyright laws and international
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copyright treaties, as well as other intellectual property laws and
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treaties. The Licensed Software is licensed, not sold.
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Nokia shall own all right, title and interest including the
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intellectual property rights in and to the information on bug fixes or
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error corrections relating to the Licensed Software that are submitted
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by Licensee to Nokia as well as any intellectual property rights to
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the correction of any errors, if any. To the extent any rights do not
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automatically vest in Nokia, Licensee assigns, and shall ensure that
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all of its Affiliates, agents, subcontractors and employees assign,
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all such rights to Nokia. All Nokia's and/or its licensors'
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trademarks, service marks, trade names, logos or other words or
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symbols are and shall remain the exclusive property of Nokia or its
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licensors respectively.
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Some of the files in the Licensed Software have been grouped into
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Modules. These files contain specific notices defining the Module of
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which they are a part. The Modules licensed to Licensee are specified
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in the License Certificate accompanying the Licensed Software. The
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terms of the License Certificate are considered part of the
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Agreement. In the event of inconsistency or conflict between the
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language of this Agreement and the License Certificate, the provisions
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of this Agreement shall govern.
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4. VALIDITY OF THE AGREEMENT
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By installing, copying, or otherwise using the Licensed Software,
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Licensee agrees to be bound by the terms of this Agreement. If
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Licensee does not agree to the terms of this Agreement, Licensee
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should not install, copy, or otherwise use the Licensed Software. In
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addition, by installing, copying, or otherwise using any Updates or
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other components of the Licensed Software that Licensee receives
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separately as part of the Licensed Software, Licensee agrees to be
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bound by any additional license terms that accompany such Updates, if
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any. If Licensee does not agree to the additional license terms that
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accompany such Updates, Licensee should not install, copy, or
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otherwise use such Updates.
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Upon Licensee's acceptance of the terms and conditions of this
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Agreement, Nokia grants Licensee the right to use the Licensed
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Software in the manner provided below.
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5.1 Using, Modifying and Copying
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Nokia grants to Licensee a non-exclusive, non-transferable, perpetual
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license to use, modify and copy the Licensed Software for Designated
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Users specified in the License Certificate for the sole purposes of:
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(i) designing, developing, and testing Application(s);
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(ii) modifying the Licensed Software as limited by Section 8 below; and
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(iii) compiling the Licensed Software and/or Modified Software source
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code into object code.
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Licensee may install copies of the Licensed Software on an unlimited
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number of computers provided that only the Designated Users use the
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Licensed Software. Licensee may at any time designate another
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Designated User to replace a then-current Designated User by notifying
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Nokia, provided that a) the then-current Designated User has not been
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designated as a replacement during the last six (6) months; and b)
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there is no more than the specified number of Designated Users at any
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5.2 No Distribution and Limited Exception
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Licensee may not distribute, transfer, assign or otherwise dispose of
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the Licensed Software and/or Modified Software, except as provided by
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a separate distribution agreement with Nokia for the Deployment
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Platforms that Licensee has licensed from Nokia. Distribution on
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Platforms, other than Deployment Platforms is strictly prohibited.
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Notwithstanding the above limitation, Licensee may distribute the
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Application in binary/compiled form onto devices running Windows
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CE/Windows Mobile, provided the core functionality of the device does
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not depend on either the Licensed Software or the Application.
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5.3 Further Requirements
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The licenses granted in this Section 5 by Nokia to Licensee are
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subject to Licensee's compliance with Section 8 of this Agreement.
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Nokia or a certified auditor on Nokia's behalf, may, upon its
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reasonable request and at its expense, audit Licensee with respect to
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the use of the Licensed Software. Such audit may be conducted by mail,
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electronic means or through an in-person visit to Licensee's place of
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business. Any such in-person audit shall be conducted during regular
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business hours at Licensee's facilities and shall not unreasonably
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interfere with Licensee's business activities. Nokia will not remove,
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copy, or redistribute any electronic material during the course of an
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audit. If an audit reveals that Licensee is using the Licensed
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Software in a way that is in material violation of the terms of the
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Agreement, then Licensee shall pay Nokia's reasonable costs of
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conducting the audit. In the case of a material violation, Licensee
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agrees to pay Nokia any amounts owing that are attributable to the
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unauthorized use. In the alternative, Nokia reserves the right, at
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Nokia's sole option, to terminate the licenses for the Licensed
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7. THIRD PARTY SOFTWARE
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The Licensed Software may provide links to third party libraries or
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code (collectively "Third Party Software") to implement various
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functions. Third Party Software does not comprise part of the
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Licensed Software. In some cases, access to Third Party Software may
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be included along with the Licensed Software delivery as a convenience
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for development and testing only. Such source code and libraries may
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be listed in the ".../src/3rdparty" source tree delivered with the
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Licensed Software or documented in the Licensed Software where the
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Third Party Software is used, as may be amended from time to time, do
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not comprise the Licensed Software. Licensee acknowledges (i) that
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some part of Third Party Software may require additional licensing of
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copyright and patents from the owners of such, and (ii) that
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distribution of any of the Licensed Software referencing any portion
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of a Third Party Software may require appropriate licensing from such
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8. CONDITIONS FOR CREATING APPLICATIONS
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The licenses granted in this Agreement for Licensee to create, modify
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and distribute Applications is subject to all of the following
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conditions: (i) all copies of the Applications Licensee creates must
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bear a valid copyright notice either Licensee's own or the copyright
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notice that appears on the Licensed Software; (ii) Licensee may not
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remove or alter any copyright, trademark or other proprietary rights
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notice contained in any portion of the Licensed Software including but
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not limited to the About Boxes; (iii) Licensee will indemnify and hold
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Nokia, its Affiliates, contractors, and its suppliers, harmless from
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and against any claims or liabilities arising out of the use,
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reproduction or distribution of Applications; (iv) Applications must
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be developed using a licensed, registered copy of the Licensed
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Software; (v) Applications must add primary and substantial
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functionality to the Licensed Software; (vi) Applications may not pass
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on functionality which in any way makes it possible for others to
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create software with the Licensed Software; however Licensee may use
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the Licensed Software's scripting functionality solely in order to
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enable scripting that augments the functionality of the Application(s)
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without adding primary and substantial functionality to the
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Application(s); (vii) Licensee may create Modified Software that
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breaks the source or binary compatibility with the Licensed
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Software. This includes, but is not limited to, changing the
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application programming interfaces ("API") by adding, changing or
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deleting any variable, method, or class signature in the Licensed
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Software, the inter-process QCop specification, and/or any
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inter-process protocols, services or standards in the Licensed
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Software libraries. To the extent that Licensee breaks source or
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binary compatibility with the Licensed Software, Licensee acknowledges
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that Nokia's ability to provide Support may be prevented or limited
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and Licensee's ability to make use of Updates may be restricted;
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(viii) Applications may not compete with the Licensed Software; (ix)
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Licensee may not use Nokia's or any of its suppliers' names, logos, or
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trademarks to market Applications, except to state that Licensee's
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Application was developed using the Licensed Software.
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NOTE: The Open Source Editions of Nokia's Qt products and the Qt,
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Qtopia and Qt Extended versions previously licensed by Trolltech
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(collectively referred to as "Products") are licensed under the terms
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of the GNU Lesser General Public License version 2.1 ("LGPL") and/or
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the GNU General Public License versions 2.0 and 3.0 ("GPL") (as
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applicable) and not under this Agreement. If Licensee has, at any
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time, developed all (or any portions of) the Application(s) using a
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version of one of these Products licensed under the LGPL or the GPL,
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Licensee may not combine such development work with the Licensed
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Software and must license such Application(s) (or any portions derived
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there from) under the terms of the GNU Lesser General Public License
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version 2.1 (Qt only) or GNU General Public License version 2.0 (Qt,
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Qtopia and Qt Extended) or version 3 (Qt only) copies of which are
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located at http://www.gnu.org/licenses/old-licenses/lgpl-2.1.html,
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http://www.fsf.org/licensing/licenses/info/GPLv2.html, and
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http://www.gnu.org/copyleft/gpl.html.
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9. LIMITED WARRANTY AND WARRANTY DISCLAIMER
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Nokia hereby represents and warrants with respect to the Licensed
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Software that it has the power and authority to grant the rights and
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licenses granted to Licensee under this Agreement. Except as set
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forth above, the Licensed Software is licensed to Licensee "as is".
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To the maximum extent permitted by applicable law, Nokia on behalf of
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itself and its suppliers, disclaims all warranties and conditions,
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either express or implied, including, but not limited to, implied
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warranties of merchantability and fitness for a particular purpose,
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title and non-infringement with regard to the Licensed Software.
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10. LIMITATION OF LIABILITY
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If, Nokia's warranty disclaimer notwithstanding, Nokia is held to be
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liable to Licensee whether in contract, tort, or any other legal
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theory, based on the Licensed Software, Nokia's entire liability to
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Licensee and Licensee's exclusive remedy shall be, at Nokia's option,
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either (a) return of the price Licensee paid for the Licensed
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Software, or (b) repair or replacement of the Licensed Software,
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provided Licensee returns to Nokia all copies of the Licensed Software
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as originally delivered to Licensee. Nokia shall not under any
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circumstances be liable to Licensee based on failure of the Licensed
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Software if the failure resulted from accident, abuse or
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misapplication, nor shall Nokia, under any circumstances, be liable
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for special damages, punitive or exemplary damages, damages for loss
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of profits or interruption of business or for loss or corruption of
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data. Any award of damages from Nokia to Licensee shall not exceed the
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total amount Licensee has paid to Nokia in connection with this
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11. SUPPORT AND UPDATES
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Licensee will be eligible to receive Support and Updates during the
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Initial Term, in accordance with Nokia's then current policies and
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procedures, if any. Such policies and procedures may be changed from
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time to time. Following the Initial Term, Nokia shall no longer make
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the Licensed Software available to Licensee unless Licensee purchases
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additional Support and Updates according to this Section 11 below.
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Licensee may purchase additional Support and Updates following the
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Initial Term at Nokia's terms and conditions applicable at the time of
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Each party acknowledges that during the Initial Term of this Agreement
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it shall have access to information about the other party's business,
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business methods, business plans, customers, business relations,
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technology, and other information, including the terms of this
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Agreement, that is confidential and of great value to the other party,
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and the value of which would be significantly reduced if disclosed to
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third parties (the "Confidential Information"). Accordingly, when a
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party (the "Receiving Party") receives Confidential Information from
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another party (the "Disclosing Party"), the Receiving Party shall, and
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shall obligate its employees and agents and employees and agents of
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its affiliates to: (i) maintain the Confidential Information in strict
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confidence; (ii) not disclose the Confidential Information to a third
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party without the Disclosing Party's prior written approval; and (iii)
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not, directly or indirectly, use the Confidential Information for any
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purpose other than for exercising its rights and fulfilling its
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responsibilities pursuant to this Agreement. Each party shall take
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reasonable measures to protect the Confidential Information of the
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other party, which measures shall not be less than the measures taken
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by such party to protect its own confidential and proprietary
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"Confidential Information" shall not include information that (a) is
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or becomes generally known to the public through no act or omission of
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the Receiving Party; (b) was in the Receiving Party's lawful
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possession prior to the disclosure hereunder and was not subject to
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limitations on disclosure or use; (c) is developed by the Receiving
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Party without access to the Confidential Information of the Disclosing
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Party or by persons who have not had access to the Confidential
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Information of the Disclosing Party as proven by the written records
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of the Receiving Party; (d) is lawfully disclosed to the Receiving
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Party without restrictions, by a third party not under an obligation
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of confidentiality; or (e) the Receiving Party is legally compelled to
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disclose the information, in which case the Receiving Party shall
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assert the privileged and confidential nature of the information and
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cooperate fully with the Disclosing Party to protect against and
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prevent disclosure of any Confidential Information and to limit the
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scope of disclosure and the dissemination of disclosed Confidential
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Information by all legally available means.
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The obligations of the Receiving Party under this Section shall
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continue during the Initial Term and for a period of five (5) years
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after expiration or termination of this Agreement. To the extent that
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the terms of the Non-Disclosure Agreement between Nokia and Licensee
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conflict with the terms of this Section 12, this Section 12 shall be
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controlling over the terms of the Non-Disclosure Agreement.
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13. GENERAL PROVISIONS
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Nokia may include Licensee's company name and logo in a publicly
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available list of Nokia customers and in its public communications.
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Licensee shall not be entitled to assign or transfer all or any of its
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rights, benefits and obligations under this Agreement without the
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prior written consent of Nokia, which shall not be unreasonably
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Nokia may terminate the Agreement at any time immediately upon written
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notice by Nokia to Licensee if Licensee breaches this Agreement.
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Either party shall have the right to terminate this Agreement
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immediately upon written notice in the event that the other party
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becomes insolvent, files for any form of bankruptcy, makes any
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assignment for the benefit of creditors, has a receiver,
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administrative receiver or officer appointed over the whole or a
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substantial part of its assets, ceases to conduct business, or an act
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equivalent to any of the above occurs under the laws of the
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jurisdiction of the other party.
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Upon termination of the Licenses, Licensee shall return to Nokia all
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copies of Licensed Software that were supplied by Nokia. All other
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copies of Licensed Software in the possession or control of Licensee
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must be erased or destroyed. An officer of Licensee must promptly
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deliver to Nokia a written confirmation that this has occurred.
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13.4. Surviving Sections
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Any terms and conditions that by their nature or otherwise reasonably
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should survive a cancellation or termination of this Agreement shall
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also be deemed to survive. Such terms and conditions include, but are
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not limited to the following Sections 2, 5.1, 6, 7, 8(iii), 10, 12,
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13.5, 13.6, 13.9, 13.10, and 13.11 shall survive the termination of
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the Agreement. Notwithstanding the foregoing, Sections 5.1 shall not
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survive if the Agreement is terminated for material breach.
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13.5. Entire Agreement
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This Agreement constitutes the complete agreement between the parties
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and supersedes all prior or contemporaneous discussions,
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representations, and proposals, written or oral, with respect to the
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subject matters discussed herein, with the exception of the
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non-disclosure agreement executed by the parties in connection with
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this Agreement ("Non-Disclosure Agreement"), if any, shall be subject
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to Section 12. No modification of this Agreement shall be effective
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unless contained in a writing executed by an authorized representative
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of each party. No term or condition contained in Licensee's purchase
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order shall apply unless expressly accepted by Nokia in writing. If
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any provision of the Agreement is found void or unenforceable, the
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remainder shall remain valid and enforceable according to its
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terms. If any remedy provided is determined to have failed for its
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essential purpose, all limitations of liability and exclusions of
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damages set forth in this Agreement shall remain in effect.
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13.6. Payment and Taxes
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All payments under this Agreement are due within thirty (30) days of
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the date Nokia mails its invoice to Licensee. All amounts payable are
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gross amounts but exclusive of any value added tax, use tax, sales tax
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or similar tax. Licensee shall be entitled to withhold from payments
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any applicable withholding taxes and comply with all applicable tax
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and employment legislation. Each party shall pay all taxes
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(including, but not limited to, taxes based upon its income) or levies
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imposed on it under applicable laws, regulations and tax treaties as a
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result of this Agreement and any payments made hereunder (including
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those required to be withheld or deducted from payments). Each party
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shall furnish evidence of such paid taxes as is sufficient to enable
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the other party to obtain any credits available to it, including
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original withholding tax certificates.
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Neither party shall be liable to the other for any delay or
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non-performance of its obligations hereunder other than the obligation
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of paying the license fees in the event and to the extent that such
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delay or non-performance is due to an event of Force Majeure (as
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defined below). If any event of Force Majeure results in a delay or
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non-performance of a party for a period of three (3) months or longer,
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then either party shall have the right to terminate this Agreement
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with immediate effect without any liability (except for the
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obligations of payment arising prior to the event of Force Majeure)
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towards the other party. A "Force Majeure" event shall mean an act of
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God, terrorist attack or other catastrophic event of nature that
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prevents either party for fulfilling its obligations under this
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Any notice given by one party to the other shall be deemed properly
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given and deemed received if specifically acknowledged by the
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receiving party in writing or when successfully delivered to the
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recipient by hand, fax, or special courier during normal business
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hours on a business day to the addresses specified below. Each
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communication and document made or delivered by one party to the other
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party pursuant to this Agreement shall be in the English language or
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accompanied by a translation thereof.
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Notices to Nokia shall be given to:
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Licensee acknowledges that the Licensed Software may be subject to
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export control restrictions of various countries. Licensee shall
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fully comply with all applicable export license restrictions and
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requirements as well as with all laws and regulations relating to the
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importation of the Licensed Software and/or Modified Software and/or
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Applications and shall procure all necessary governmental
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authorizations, including without limitation, all necessary licenses,
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approvals, permissions or consents, where necessary for the
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re-exportation of the Licensed Software, Modified Software or
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13.10. Governing Law and Legal Venue:
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This Agreement shall be construed and interpreted in accordance with
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the laws of Finland, excluding its choice of law provisions. Any
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disputes arising out of or relating to this Agreement shall be
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resolved in arbitration under the Rules of Arbitration of the Chamber
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of Commerce of Helsinki, Finland. The arbitration tribunal shall
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consist of one (1), or if either Party so requires, of three (3),
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arbitrators. The award shall be final and binding and enforceable in
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any court of competent jurisdiction. The arbitration shall be held in
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Helsinki, Finland and the process shall be conducted in the English
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13.11 No Implied License
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There are no implied licenses or other implied rights granted under
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this Agreement, and all rights, save for those expressly granted
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hereunder, shall remain with Nokia and its licensors. In addition, no
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licenses or immunities are granted to the combination of the Licensed
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Software and/ Modified Software, as applicable, with any other
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software or hardware not delivered by Nokia under this Agreement.
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