Qt LICENSE AGREEMENT 

Agreement version 4.4.1 

This Qt License Agreement (“Agreement”) is a legal agreement for the licensing
of Licensed Software (as defined below) between The Qt Company (as defined below)
and the Licensee who has accepted the terms of this Agreement by signing this
Agreement or by downloading or using the Licensed Software or in any other appropriate
means.

Capitalized terms used herein are defined in Section 1. 

WHEREAS: 

Licensee wishes to use the Licensed Software for the purpose of developing and
distributing Applications and/or Devices (each as defined below);
The Qt Company is willing to grant the Licensee a right to use Licensed Software
for such a purpose pursuant to term and conditions of this Agreement; and
Parties wish to enable that their respective Affiliates also can sell and purchase
licenses to serve Licensee Affiliates’ needs to use Licensed Software pursuant
to terms of the Agreement. Any such license purchases by Licensee Affiliates
from The Qt Company or its Affiliates will create contractual relationship directly
between the relevant The Qt Company and the respective ordering Licensee Affiliate
(“Acceding Agreement”). Accordingly, Licensee shall not be a party to any
such Acceding Agreement, and no rights or obligations are created to the Licensee
thereunder but all rights and obligations under such Acceding Agreement are
vested and borne solely by the ordering Licensee Affiliate and the relevant
The Qt Company as a contracting parties under such Acceding Agreement.

NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS: 

1. DEFINITIONS

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

“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 product
offering, but shall be included into the scope of Licensed Software only if
so specifically agreed between the Parties.

“Agreement Term” shall mean the validity period of this Agreement, as set
forth in Section 12.

“Applications” shall mean software products created using the Licensed Software,
which include the Redistributables, or part thereof.

“Contractor(s)” shall mean third party consultants, distributors and contractors
performing services to the Licensee under applicable contractual arrangement.

“Customer(s)” shall mean Licensee’s customers to whom Licensee, directly
or indirectly, distributes copies of the Redistributables as integrated or incorporated
into Applications or Devices.

“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 relevant territory.

“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 Agreement.

“Designated User(s)” shall mean the employee(s) of Licensee or Licensee’s
Affiliates acting within the scope of their employment or Licensee's Contractors
acting within the scope of their services on behalf of Licensee.

“Development License” shall mean the license needed by the Licensee for
each Designated User to use the Licensed Software under the license grant described
in Section 3.1 of this Agreement. Development Licenses are available per respective
Licensed Software products, each product having its designated scope and purpose
of use.

“Development License Term” shall mean the agreed validity period of the
Development License or QA Tools license during which time the relevant Licensed
Software product can be used pursuant to this Agreement. Agreed Development
License Term, as ordered and paid for by the Licensee, shall be memorialized
in the applicable License Certificate.

“Development Platforms” shall mean those host operating systems specified
in the License Certificate, in which the Licensed Software can be used under
the Development License.

“Devices” shall mean

    hardware devices or products that
are manufactured and/or distributed by the Licensee, its Affiliates, Contractors
or Customers, and
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, regardless of whether the Application is developed
by Licensee or its Contractors; or
    Applications designed for the hardware devices specified in item (1).

Devices covered by this Agreement shall be specified in Appendix 2 or in a quote. 

“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 Licensee to a third party of Redistributables in connection
with Devices pursuant to license grant described in Section 3.3 of this Agreement.
Distribution Licensed are sold separately for each type of Device respectively
and cannot be used for any type of Devices at Licensee’s discretion.

“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, Purchase Order confirmation or in an Appendix 2 hereto, as
the case may be.

“End User” shall mean the final end user of the Application or a Device. 

“Evaluation License Term” shall mean a time period specified in the License
Certificate for the Licensee to use the relevant Licensed Software for evaluation
purposes according to Section 3.6 herein.

“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.

“License Certificate” shall mean a certificate generated by The Qt Company
for each Designated User respectively upon them downloading the Licensed Software,
which will be available under respective Designated User’s Qt Account at account.qt.io.
License Certificates will specify relevant information pertaining the Licensed
Software purchased by Licensee and Designated User’s license to the Licensed
Software.

“License Fee” shall mean the fee charged to the Licensee for rights granted
under the terms of this Agreement.

“Licensed Software” shall mean specified product of commercially licensed
version of Qt Software and/or QA Tools defined in Appendix 1 and/or Appendix
3, which Licensee has purchased and which is provided to Licensee under the
terms of this Agreement. Licensed Software shall include corresponding online
or electronic documentation, associated media and printed materials, including
the source code (where applicable), example programs and the documentation.
Licensed Software does not include Third Party Software (as defined in Section
4) or Open Source Qt. 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 the Licensee 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).

“Licensee” shall mean the individual or legal entity that is party to this
Agreement.

“Licensee’s Records” shall mean books and records that contain information
bearing on Licensee’s compliance with this Agreement, Licensee’s use of
Open Source Qt and/or the payments due to The Qt Company under this Agreement,
including, but not limited to user information, assembly logs, sales records
and distribution records.

“Modified Software” shall have the meaning as set forth in Section 2.3.  

“Online Services” shall mean any services or access to systems made available
by The Qt Company to the Licensee over the Internet relating to the Licensed
Software or for the purpose of use by the Licensee of the Licensed Software
or Support. Use of any such Online Services is discretionary for the Licensee
and some of them may be subject to additional fees.

“Open Source Qt” shall mean 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, Open
Source Qt shall not be provided, governed or used under this Agreement.

”Party” or “Parties” shall mean Licensee and/or The Qt Company. 

“Permitted Software” shall mean (i) third party open source software products
that are generally available for public in source code form and free of any
charge under any of the licenses approved by Open Source Initiative as listed
on https://opensource.org/licenses, which may include parts of Open Source Qt
or be developed using Open Source Qt; and (ii) software The Qt Company has made
available via its Qt Marketplace online distribution channel.

“Pre-Release Code” shall have the meaning as set forth in Section 4. 

“Prohibited Combination” shall mean any effort to use, combine, incorporate,
link or integrate Licensed Software with any software created with or incorporating
Open Source Qt, or use Licensed Software for creation of any such software.

“Purchase Order” shall have the meaning as set forth in Section 10.2. 

"QA Tools” shall mean software libraries and tools as defined in Appendix
1 depending on which product(s) the Licensee has purchased under the Agreement.

“Qt Software” shall mean the software libraries and tools of The Qt Company,
which The Qt Company makes available under commercial and/or open source licenses.

“Redistributables" shall mean the portions of the Licensed Software set forth
in Appendix 1 that may be distributed pursuant to the terms of this Agreement
in object code form only, including any relevant documentation. Where relevant,
any reference to Licensed Software in this Agreement shall include and refer
also to Redistributables.

“Renewal Term” shall mean an extension of previous Development License Term
as agreed between the Parties.

“Submitted Modified Software” shall have the meaning as set forth in Section
2.3.

“Support” shall mean standard developer support that is provided by The
Qt Company to assist Designated Users in using the Licensed Software in accordance
with this Agreement and the Support Terms.

“Support Terms” shall mean The Qt Company’s standard support terms specified
in Appendix 9 hereto.

“Taxes” shall have the meaning set forth in Section 10.5. 

“The Qt Company” shall mean: 

in the event Licensee is an individual residing in the United States or a legal
entity incorporated in the United States or having its headquarters in the United
States, The Qt Company Inc., a Delaware corporation with its office at 3031
Tisch Way, 110 Plazbertela West, San Jose, CA 95128, USA.; or
in the event the Licensee is an individual residing outside of the United States
or a legal entity incorporated outside of the United States or having its registered
office outside of the United States, The Qt Company Ltd., a Finnish company
with its registered office at Miestentie 7, 02150 Espoo, Finland.

"Third-Party Software" shall have the meaning set forth in Section 4. 

“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 the Licensee under the Support. Updates shall be considered as part of the
Licensed Software hereunder.

“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 Upgrades are
provided to the Licensee under this Agreement, they shall be considered as part
of the Licensed Software hereunder.

2. OWNERSHIP

2.1. Ownership of The Qt Company

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.

All of The Qt Company's Intellectual Property Rights are and shall remain the
exclusive property of The Qt Company or its licensors respectively. No rights
to The Qt Company’s Intellectual Property Rights are assigned or granted to
Licensee under this Agreement, except when and to the extent expressly specified
herein.

2.2. Ownership of Licensee

All the Licensee’s Intellectual Property Rights are and shall remain the exclusive
property of the Licensee or its licensors respectively.

All Intellectual Property Rights to the Modified Software, Applications and
Devices shall remain with the Licensee and no rights thereto shall be granted
by the Licensee to The Qt Company under this Agreement (except as set forth
in Section 2.3 below).

2.3. Modified Software 

Licensee may create bug-fixes, error corrections, patches or modifications to
the Licensed Software (“Modified Software”). Such Modified Software may
break the source or binary compatibility with the Licensed Software (including
without limitation through changing the application programming interfaces (“API”)
or by adding, changing or deleting any variable, method, or class signature
in the Licensed Software and/or any inter-process protocols, services or standards
in the Licensed Software libraries). To the extent that Licensee’s Modified
Software so breaks source or binary compatibility with the Licensed Software,
Licensee acknowledges that The Qt Company’s ability to provide Support may
be prevented or limited and Licensee’s ability to make use of Updates may
be restricted.

Licensee may, at its sole and absolute discretion, choose to submit Modified
Software to The Qt Company (“Submitted Modified Software”) in connection
with Licensee’s Support request, service request or otherwise. In the event
Licensee does so, then, Licensee hereby grants The Qt Company a sublicensable,
assignable, irrevocable, perpetual, worldwide, non-exclusive, royalty-free and
fully paid-up license, under all of Licensee’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.

3. LICENSES GRANTED

3.1. Development with Licensed Software

Subject to the terms of this Agreement, The Qt Company grants to Licensee a
worldwide, non-exclusive, non-transferable license, valid for each Development
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 thereto
related support and other related services to 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).

Licensee may install copies of the Licensed Software on five (5) computers per
Designated User, provided that only the Designated Users who have a valid Development
License may use the Licensed Software.

Licensee may at any time 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, change of job duties, long time absence
or other such permanent reason affecting Designated User’s need for Licensed
Software.

Upon expiry of the initially agreed Development License Term, the respective
Development License Term shall be automatically extended to one or more Renewal
Term(s), unless and until either Party notifies the other Party in writing,
or any other method acceptable to The Qt Company (it being specifically acknowledged
and understood that verbal notification is explicitly deemed inadequate in all
circumstances), that it does not wish to continue the Development License Term,
such notification to be provided to the other Party no less than thirty (30)
days before expiry of the respective Development License Term. The Qt Company
shall, in good time before the due date for the above notification, remind the
Licensee on the coming Renewal Term. Unless otherwise agreed between the Parties,
Renewal Term shall be 12 months.

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.

The Qt Company may either request the Licensee to place a purchase order corresponding
to a quote by The Qt Company, or use Licensee’s stored Credit Card information
in the Qt Account to automatically charge the Licensee for the relevant Renewal
Term.

3.2. Distribution of Applications  

Subject to the terms of this Agreement, The Qt Company grants to Licensee a
worldwide, non-exclusive, non-transferable, revocable (for cause pursuant to
this Agreement), right and license, valid for the Agreement Term, to

distribute, by itself or through its Contractors, Redistributables as installed,
incorporated or integrated into Applications for execution on the Deployment
Platforms, and
grant perpetual and irrevocable sublicenses to Redistributables, as distributed
hereunder, for Customers solely to the extent necessary in order for the Customers
to use the Applications for their respective intended purposes.

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
Licenses.

3.3. Distribution of Devices

Subject to the terms of this Agreement, The Qt Company grants to Licensee a
worldwide, non-exclusive, non-transferable, revocable (for cause pursuant to
this Agreement), right and license, valid for the Agreement Term, to

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
grant perpetual and irrevocable sublicenses to Redistributables, as distributed
hereunder, for Customers solely to the extent necessary in order for the Customers
to use the Devices for their respective intended purposes.

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 Licenses, and (ii) the Licensee having acquired corresponding Distribution
Licenses at the time of distribution of any Devices to Customers.

3.4. Further Requirements

The licenses granted above in this Section 3 by The Qt Company to Licensee are
conditional and subject to Licensee's compliance with the following terms:

Licensee acknowledges that The Qt Company has separate products of Licensed
Software for the purpose of Applications and Devices respectively, where development
and distribution of Devices is only allowed using the correct designated product.
Licensee shall make sure and bear the burden of proof that Licensee is using
a correct product of Licensed Software entitling Licensee to development and
distribution of Devices;
Licensee shall not remove or alter any copyright, trademark or other proprietary
rights notice(s) contained in any portion of the Licensed Software;
Applications must add primary and substantial functionality to the Licensed
Software so as not to compete with the Licensed Software;
Applications may not pass on functionality which in any way makes it possible
for others to create software with the Licensed Software; provided however that
Licensee may use the Licensed Software's scripting and QML ("Qt Quick") functionality
solely in order to enable scripting, themes and styles that augment the functionality
and appearance of the Application(s) without adding primary and substantial
functionality to the Application(s);
Licensee shall not use Licensed Software in any manner or for any purpose that
infringes, misappropriates or otherwise violates any Intellectual property or
right of any third party, or that violates any applicable law;
Licensee shall not use The Qt Company's or any of its suppliers' names, logos,
or trademarks to market Applications, except that Licensee may use “Built
with Qt” logo to indicate that Application(s) or Device(s) was developed using
the Licensed Software;
Licensee shall not distribute, sublicense or disclose source code of Licensed
Software to any third party (provided however that Licensee may appoint employee(s)
of Contractors and Affiliates as Designated Users to use Licensed Software pursuant
to this Agreement). Such right may be available for the Licensee subject to
a separate software development kit (“SDK”) license agreement to be concluded
with The Qt Company;
Licensee shall not grant the 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;
Licensee shall not and shall cause that its Affiliates or Contractors shall
not use Licensed Software in any Prohibited Combination, unless Licensee has
received an advance written permission from The Qt Company to do so. Absent
such written permission, any and all distribution by the Licensee during the
Agreement Term of a hardware device or product a) which incorporate or integrate
any part of Licensed Software or Open Source Qt; or b) where substantial functionality
is provided by software built with Licensed Software or Open Source Qt or otherwise
depends on the Licensed Software or Open Source Qt, shall be considered to be
Device distribution under this Agreement and shall be dependent on Licensee’s
compliance thereof (including but not limited to obligation to pay applicable
License Fees for such distribution). Notwithstanding what is provided above
in this sub-section (ix), Licensee is entitled to use and combine Licensed Software
with any Permitted Software;
Licensee shall cause all of its Affiliates, Contractors and Customers entitled
to make use of the licenses granted under this Agreement, to be contractually
bound to comply with the relevant terms of this Agreement and not to use the
Licensed Software beyond the terms hereof and for any purposes other than operating
within the scope of their services for Licensee. Licensee shall be responsible
for any and all actions and omissions of its Affiliates and Contractors relating
to the Licensed Software and use thereof (including but not limited to payment
of all applicable License Fees);
Except when and to the extent explicitly provided in this Section 3, Licensee
shall not transfer, publish, disclose, display or otherwise make available the
Licensed Software; and
Licensee shall not attempt or enlist a third party to conduct or attempt to
conduct any of the above.

Above terms shall not be applicable if and to the extent they conflict with
any mandatory provisions of any applicable laws.

Any use of Licensed Software beyond the provisions of this Agreement is strictly
prohibited and requires an additional license from The Qt Company.

3.5 QA Tools License 

Subject to the terms of this Agreement, The Qt Company grants to Licensee a
worldwide, non-exclusive, non-transferable license, valid for the Development
License Term, to use the QA Tools for Licensee's internal business purposes
in the manner provided below and in Appendix 1 hereto.

Licensee may modify the QA Tools except for altering or removing any details
of ownership, copyright, trademark or other property right connected with the
QA Tools.

Licensee shall not distribute the QA Tools or any part thereof, modified or
unmodified, separately or as part of any software package, Application or Device.

Upon expiry of the initially agreed Development License Term, the respective
Development License Term shall be automatically extended to one or more Renewal
Term(s), unless and until either Party notifies the other Party in writing,
or any other method acceptable to The Qt Company (it being specifically acknowledged
and understood that verbal notification is explicitly deemed inadequate in all
circumstances), that it does not wish to continue the Development License Term,
such notification to be provided to the other Party no less than thirty (30)
days before expiry of the respective Development License Term. The Qt Company
shall, in good time before the due date for the above notification, remind the
Licensee on the coming Renewal Term. Unless otherwise agreed between the Parties,
Renewal Term shall be 12 months.

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.

3.6 Evaluation License 

Subject to the terms of this Agreement, The Qt Company grants to Licensee a
worldwide, non-exclusive, non-transferable license, valid for the Evaluation
License Term to use the Licensed Software solely for the Licensee’s internal
use to evaluate and determine whether the Licensed Software meets Licensee's
business requirements, specifically excluding any commercial use of the Licensed
Software or any derived work thereof.

Upon the expiry of the Evaluation License Term, Licensee must either discontinue
use of the relevant Licensed Software or acquire a commercial Development License
or QA Tools License specified herein.

4. 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 Licensee complimentary and use thereof is discretionary for the Licensee.
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. Licensee acknowledges that use or distribution
of Third-Party Software is in all respects subject to applicable license terms
of applicable third-party right holders.

5. PRE-RELEASE CODE

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”, “Sample”, “Example” etc. (“Pre-Release
Code”).

Such Pre-Release Code may be present complimentary for the Licensee, 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. The
Pre-Release Code may not be at the level of performance and compatibility of
a final, generally available, product offering. The Pre-Release Code may not
operate correctly, may contain errors and may be substantially modified by The
Qt Company prior to the first 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. The Qt Company assumes no liability
whatsoever regarding any Pre-Release Code, but any use thereof is exclusively
at Licensee’s own risk and expense.

For clarity, unless Licensed Software specifies different license terms for
the respective Pre-Release Code, the Licensee is entitled to use such pre-release
code pursuant to Section 3, just like other Licensed Software.

6. LIMITED WARRANTY AND WARRANTY DISCLAIMER

The Qt Company hereby represents and warrants that (i) it has the power and
authority to grant the rights and licenses granted to Licensee under this Agreement,
and (ii) Licensed Software will operate materially in accordance with its specifications.

Except as set forth above, the Licensed Software is licensed to Licensee "as
is" and Licensee’s exclusive remedy and The Qt Company’s entire liability
for errors in the Licensed Software shall be limited, at The Qt Company’s
option, to correction of the error, replacement of the Licensed Software or
return of the applicable fees paid for the defective Licensed Software for the
time period during which the License is not able to utilize the Licensed Software
under the terms of this Agreement.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE QT COMPANY ON BEHALF
OF ITSELF AND ITS LICENSORS, SUPPLIERS AND AFFILIATES, DISCLAIMS ALL OTHER WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT
WITH REGARD TO THE LICENSED SOFTWARE. THE QT COMPANY DOES NOT WARRANT THAT THE
LICENSED SOFTWARE WILL SATISFY LICENSEE’S REQUIREMENTS OR THAT IT WILL OPERATE
WITHOUT DEFECT OR ERROR OR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED.

7. LIMITATION OF LIABILITY

EXCEPT FOR (I) CASES OF GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, AND (II)
BREACH OF CONFIDENTIALITY, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN
NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOSS OF PROFIT,
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.

EXCEPT FOR (I) CASES OF GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, AND (II)
BREACH OF CONFIDENTIALITY, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN
NO EVENT SHALL EITHER PARTY’S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT
EXCEED THE AGGREGATE LICENSE FEES PAID OR PAYABLE TO THE QT COMPANY BY LICENSEE
DURING THE DEVELOPMENT LICENSE TERM DURING WHICH THE EVENT RESULTING IN SUCH
LIABILITY OCCURRED.

THE PROVISIONS OF THIS SECTION 7 ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN
THE QT COMPANY AND LICENSEE AND THE PARTIES HAVE RELIED UPON THE LIMITATIONS
SET FORTH HEREIN IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, LICENSEE SHALL ALWAYS
BE LIABLE TO PAY THE APPLICABLE LICENSE FEES CORRESPONDING TO ITS ACTUAL USE
OF LICENSED SOFTWARE.

8. SUPPORT, UPDATES AND ONLINE SERVICES

Upon due payment of the agreed License Fees the Licensee will be eligible to
receive Support and Updates and to use the Online Services during the agreed
Development License Term or other agreed fixed time period. Support is provided
according to agreed support level and subject to applicable requirements and
restrictions, as specified in the Support Terms.

Unless otherwise decided by The Qt Company at its free and absolute discretion,
Upgrades will not be included in the Support but may be available subject to
additional fees.

From time to time The Qt Company may change the Support Terms, provided that
during the respective ongoing Support period the level of Support may not be
reduced without the consent of the Licensee.

Unless otherwise agreed, The Qt Company shall not be responsible for providing
any service or support to Customers.

9. CONFIDENTIALITY

Each Party acknowledges that during the Agreement Term each Party may receive
information about the other Party's business, business methods, business plans,
customers, business relations, technology, and other information, including
the terms of this Agreement, that is confidential and of great value to the
other Party, and the value of which would be significantly reduced if disclosed
to third parties (“Confidential Information”). Accordingly, when a Party
(the “Receiving Party”) receives Confidential Information from the other
Party (the “Disclosing Party”), the Receiving Party shall only disclose
such information to employees and Contractors on a need to know basis, and shall
cause its employees and employees of its Affiliates to: (i) maintain any and
all Confidential Information in confidence; (ii) not disclose the Confidential
Information to a third party without the Disclosing Party's prior written approval;
and (iii) not, directly or indirectly, use the Confidential Information for
any purpose other than for exercising its rights and fulfilling its responsibilities
pursuant to this Agreement. Each Party shall take reasonable measures to protect
the Confidential Information of the other Party, which measures shall not be
less than the measures taken by such Party to protect its own confidential and
proprietary information.

Obligation of confidentiality shall not apply to information that (i) is or
becomes generally known to the public through no act or omission of the Receiving
Party; (ii) was in the Receiving Party's lawful possession prior to the disclosure
hereunder and was not subject to limitations on disclosure or use; (iii) is
developed independently by employees or Contractors of the Receiving Party or
other persons working for the Receiving Party who have not had access to the
Confidential Information of the Disclosing Party, as proven by the written records
of the Receiving Party; (iv) is lawfully disclosed to the Receiving Party without
restrictions, by a third party not under an obligation of confidentiality; or
(v) the Receiving Party is legally compelled to disclose, in which case the
Receiving Party shall notify the Disclosing Party of such compelled disclosure
and assert the privileged and confidential nature of the information and cooperate
fully with the Disclosing Party to limit the scope of disclosure and the dissemination
of disclosed Confidential Information to the minimum extent necessary.

The obligations under this Section 9 shall continue to remain in force for a
period of five (5) years after the last disclosure, and, with respect to trade
secrets, for so long as such trade secrets are protected under applicable trade
secret laws.

10. FEES, DELIVERY AND PAYMENT

10.1. License Fees

License Fees are described in The Qt Company’s standard price list, quote
or Purchase Order confirmation or in an Appendix 2 hereto, as the case may be.

Unless otherwise expressly provided in this Agreement, the License Fees shall
not be refunded or claimed as a credit in any event or for any reason whatsoever.

10.2. Ordering Licenses

Licensee may purchase Development Licenses, Distribution Licenses and QA Tools
Licenses 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.

Unless expressly otherwise agreed, any price or other term quoted to the Licensee
or specified herein shall only be valid for the thirty (30) days from the effective
date of this Agreement, Appendix 2 or the date of the quote, as applicable.

Licensee shall submit all purchase orders for Development Licenses and Distribution
Licenses to The Qt Company by email or any other method acceptable to The Qt
Company (each such order is referred to herein as a “Purchase Order”) for
confirmation, whereupon the Purchase Order shall become binding between the
Parties.

Licensee acknowledges and agrees that all Purchase Orders for Licensed Software
the Licensee makes during the Agreement Term shall be governed exclusively under
the terms of this Agreement.

10.3. Distribution License Packs

Unless otherwise agreed, Distribution Licenses shall be purchased by way of
Distribution License Packs.

Upon due payment of the ordered Distribution License Pack(s), the Licensee will
have an account of Distribution Licenses available for distributing the Redistributables
in accordance with this Agreement.

Each time Licensee distributes a copy of Redistributables, then one Distribution
License is used, and Licensee’s account of available Distribution Licenses
is decreased accordingly.

Licensee may distribute copies of the Redistributables so long as Licensee has
Distribution Licenses remaining on its account.

10.4. Payment Terms

License Fees and any other charges under this Agreement shall be paid by Licensee
no later than thirty (30) days from the date of the applicable invoice from
The Qt Company.

The Qt Company will submit an invoice to Licensee after the date of this Agreement
and/or after The Qt Company receives a Purchase Order from Licensee.

A late payment charge of the lower of (a) one percent per month; or (b) the
interest rate stipulated by applicable law, shall be charged on any unpaid balances
that remain past due and which have not been disputed by the Licensee in good
faith.

10.5. Taxes

All License Fees and other charges payable hereunder are gross amounts but exclusive
of any value added tax, use tax, sales tax, withholding tax and other taxes,
duties or tariffs (“Taxes”) levied directly for the sale, delivery or use
of Licensed Software hereunder pursuant to any applicable law. Such applicable
Taxes shall be paid by Licensee to The Qt Company, or, where applicable, in
lieu of payment of such Taxes to The Qt Company, Licensee shall provide an exemption
certificate to The Qt Company and any applicable authority.

11. RECORD-KEEPING AND REPORTING OBLIGATIONS; AUDIT RIGHTS 

11.1. Licensee’s Record-keeping 

Licensee shall at all times during the Agreement Term and for a period of two
(2) years thereafter maintain Licensee’s Records in an accurate and up-to-date
form. Licensee’s Records shall be adequate to reasonably enable The Qt Company
to determine Licensee’s compliance with the provisions of this Agreement.
The records shall conform to general good accounting practices.

Licensee shall, within thirty (30) days from receiving The Qt Company’s request
to that effect, deliver to The Qt Company a report based on Licensee’s Records,
such report to contain information, in sufficient detail, on (i) number and
identity of users working with Licensed Software or Open Source Qt, (ii) copies
of Redistributables distributed by Licensee during the most recent calendar
quarter and/or any other term specified by The Qt Company, , and (iii) any other
information pertaining to Licensee’s compliance with the terms of this Agreement
(like 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.

11.2. The Qt Company’s Audit Rights 

The Qt Company or an independent auditor acting on behalf of The Qt Company’s,
may, upon at least thirty (30) days’ prior written notice and at its expense,
audit Licensee with respect to the Licensee’s use of the Licensed Software,
but not more frequently than once during each 6-month period. Such audit may
be conducted by mail, electronic means or through an in-person visit to Licensee’s
place of business. Any possible in-person audit shall be conducted during regular
business hours at Licensee's facilities and shall not unreasonably interfere
with Licensee's business activities and shall be limited in scope to verify
Licensee’s compliance with the terms of this Agreement. The Qt Company or
the independent auditor acting on behalf of The Qt Company shall be entitled
to inspect Licensee’s Records and conduct necessary interviews of Licensee’s
relevant employees and Contractors. All such Licensee’s Records and use thereof
shall be subject to an obligation of confidentiality under this Agreement.

If an audit reveals that Licensee is using the Licensed Software beyond scope
of the licenses Licensee has paid for, Licensee shall pay to The Qt Company
any amounts owed for such unauthorized use within 30 days from receipt of the
corresponding invoice from The Qt Company.

In addition, in the event the audit reveals a material violation of the terms
of this 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 the Licensee shall
pay The Qt Company's reasonable cost of conducting such audit.

12. TERM AND TERMINATION 

12.1. Agreement Term 

This Agreement shall enter into force upon due acceptance by both Parties and
remain in force until terminated pursuant to the terms of this Section 12 (“Agreement
Term”).

12.2. Termination for breach and suspension of rights  

Either Party shall have the right to terminate this Agreement upon thirty (30)
days prior written notice if the other Party commits a material breach of any
obligation of this Agreement and fails to remedy such breach within such notice
period.

Instead of termination, The Qt Company shall have the right to suspend or withhold
grants of all rights to the Licensed Software hereunder, including but not limited
to the Development Licenses, Distribution License, and Support, should Licensee
fail to make payment in timely fashion or otherwise violates or is reasonably
suspected to violate its obligations or terms of this Agreement, and where such
violation or breach is not cured within ten (10) business days following The
Qt Company’s written notice thereof.

12.3. Termination for insolvency 

Either Party shall have the right to terminate this Agreement immediately upon
written notice in the event that the other Party becomes insolvent, files for
any form of bankruptcy, makes any assignment for the benefit of creditors, has
a receiver, administrative receiver or officer appointed over the whole or a
substantial part of its assets, ceases to conduct business, or an act equivalent
to any of the above occurs under the laws of the jurisdiction of the other Party.

12.4. Parties´ Rights and Duties upon Termination 

Upon expiry or termination of the Agreement, Licensee shall cease and shall
cause all Designated Users (including those of its Affiliates’ and Contractors’)
to cease using the Licensed Software under this Agreement. For clarity, a Development
License of a Designated User or a QA Tools License, and all rights relating
thereto, shall always terminate at the expiry of the respective Development
License Term, even if the Agreement continues to remain in force.

Upon such termination the Licensee shall destroy or return to The Qt Company
all copies of the Licensed Software and all related materials and will certify
the same by Licensee’s duly authorized officer to The Qt Company upon its
request, provided however that Licensee may retain and exploit such copies of
the Licensed Software as it may reasonably require in providing continued support
to Customers.

Except when this Agreement is terminated by The Qt Company due to Licensee’s
material breach as set forth in Section 12.2, the Licensee may continue distribution
of Applications and Devices under the terms of this Agreement despite the termination
of this Agreement. In such event the terms hereof will continue to be applicable
and govern any such distribution of Applications and Devices beyond the expiry
or termination of this Agreement. In case of termination by The Qt Company due
to Licensee’s material breach, Licensee must cease any distribution of Applications
and Devices at the date of termination of this Agreement.

Expiry or termination of this Agreement for any reason whatsoever shall not
relieve Licensee of its obligation to pay any License Fees accrued or payable
to The Qt Company prior to the effective date of termination, and Licensee pay
to The Qt Company all such fees within 30 days from the effective date of termination
of this Agreement.

Termination of this Agreement shall not affect any rights of Customers to continue
use of Applications and Devices (and therein incorporated Redistributables).

12.5. Extension of Rights under Special Circumstances 

In the event of The Qt Company choosing not to renew the Development License(s)
or QA Tools Licenses, as set forth in Section 3.1 and 3.5 respectively, and
where such decision of non-renewal is not due to any ongoing breach or alleged
breach (as reasonably determined by The Qt Company) by Licensee of the terms
of this Agreement or any applicable license terms of Open Source Qt, then all
valid and affected Development Licenses and QA Tools licenses possessed by the
Licensee at such date shall be extended to be valid in perpetuity under the
terms of this Agreement and Licensee is entitled to purchase additional licenses
as set forth in Section 10.2.

In the event The Qt Company is declared bankrupt under a final, non-cancellable
decision by relevant court of law, and this Agreement is not, at the date of
expiry of the Development License(s) or QA Tools Licenses, assigned to party,
who has assumed The Qt Company’s position as a legitimate licensor of Licensed
Software under this Agreement, then all valid Development Licenses and QA Tools
Licenses possessed by the Licensee at such date of expiry, and which the Licensee
has not notified for expiry, shall be extended to be valid in perpetuity under
the terms of this Agreement.

For clarity, in case of an extension under this Section 12.5, any such extension
shall not apply to The Qt Company’s Support obligations, but Support shall
be provided only up until the end of the respective fixed Development License
Term regardless of the extension of relevant Development License or QA Tools
License, unless otherwise agreed between the Parties.

13. GOVERNING LAW AND LEGAL VENUE 

In the event this Agreement is in the name of The Qt Company Inc., a Delaware
Corporation, then:

this Agreement shall be construed and interpreted in accordance with the laws
of the State of California, USA, excluding its choice of law provisions;
the United Nations Convention on Contracts for the International Sale of Goods
will not apply to this Agreement; and
any dispute, claim or controversy arising out of or relating to this Agreement
or the breach, termination, enforcement, interpretation or validity thereof,
including the determination of the scope or applicability of this Agreement
to arbitrate, shall be determined by arbitration in San Francisco, USA, before
one arbitrator. The arbitration shall be administered by JAMS pursuant to JAMS'
Streamlined Arbitration Rules and Procedures. Judgment on the Award may be entered
in any court having jurisdiction. This Section shall not preclude parties from
seeking provisional remedies in aid of arbitration from a court of appropriate
jurisdiction.

In the event this Agreement is in the name of The Qt Company Ltd., a Finnish
Company, then:

this Agreement shall be construed and interpreted in accordance with the laws
of Finland, excluding its choice of law provisions;
the United Nations Convention on Contracts for the International Sale of Goods
will not apply to this Agreement; and
any disputes, controversy or claim arising out of or relating to this Agreement,
or the breach, termination or validity thereof shall be finally settled by arbitration
in accordance with the Arbitration Rules of International Chamber of Commerce.
The arbitration tribunal shall consist of one (1), or if either Party so requires,
of three (3), arbitrators. The award shall be final and binding and enforceable
in any court of competent jurisdiction. The arbitration shall be held in Helsinki,
Finland and the process shall be conducted in the English language. This Section
shall not preclude parties from seeking provisional remedies in aid of arbitration
from a court of appropriate jurisdiction.

14. GENERAL PROVISIONS 

14.1. No Assignment 

Except in the case of a merger or sale of substantially all of its corporate
assets, Licensee shall not be entitled to assign or transfer all or any of its
rights, benefits and obligations under this Agreement without the prior written
consent of 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.

14.2. No Third-Party Representations 

Licensee shall make no representations or warranties concerning the Licensed
Software on behalf of The Qt Company. Any representation or warranty Licensee
makes or purports to make on The Qt Company’s behalf shall be void as to The
Qt Company.

14.3. 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. Such sections
include especially the following: 1, 2, 6, 7, 9, 11, 12.4, 13 and 14.

14.4. Entire Agreement  

This Agreement, the Appendices hereto, the License Certificate and any applicable
quote and Purchase Order accepted by The Qt Company constitute the complete
agreement between the Parties and supersedes all prior or contemporaneous discussions,
representations, and proposals, written or oral, with respect to the subject
matters discussed herein.

In the event of any conflict or inconsistency between this Agreement and any
Purchase Order, the terms of this Agreement will prevail over the terms of the
Purchase Order with respect to such conflict or inconsistency.

Parties specifically acknowledge and agree that this Agreement prevails over
any click-to-accept or similar agreements the Designated Users may need to accept
online upon download of the Licensed Software, as may be required by The Qt
Company’s applicable processes relating to Licensed Software.

14.5. Modifications 

No modification of this Agreement shall be effective unless contained in a writing
executed by an authorized representative of each Party. No term or condition
contained in Licensee's Purchase Order (“Deviating Terms”) shall apply unless
The Qt Company has expressly agreed such Deviating Terms in writing. Unless
and to the extent expressly agreed by The Qt Company, any such Deviating Terms
shall be deemed void and with no legal effect. For clarity, delivery of the
Licensed Software following the receipt of the Purchase Order including Deviating
Terms shall not constitute acceptance of such Deviating Terms.

14.6. Force Majeure 

Except for the payment obligations hereunder, 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 this Agreement with immediate effect without any liability
(except for the obligations of payment arising prior to the event of Force Majeure)
towards the other Party.

14.7. 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 on the signature page. Each communication and document made or delivered
by one Party to the other Party pursuant to this Agreement shall be in the English
language.

14.8. Export Control 

Licensee acknowledges that the Redistributables, as incorporated in Applications
or Devices, may be subject to export control restrictions under the applicable
laws of respective countries. Licensee shall fully comply with all applicable
export license restrictions and requirements as well as with all laws and regulations
relating to the Redistributables and exercise of licenses hereunder and shall
procure all necessary governmental authorizations, including without limitation,
all necessary licenses, approvals, permissions or consents, where necessary
for the re-exportation of the Redistributables, Applications and/or Devices.

14.9. No Implied License 

There are no implied licenses or other implied rights granted under this Agreement,
and all rights, save for those expressly granted hereunder, shall remain with
The Qt Company and its licensors. In addition, no licenses or immunities are
granted to the combination of the Licensed Software with any other software
or hardware not delivered by The Qt Company under this Agreement.

14.10. 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, as
to be ordered by the relevant dispute resolution body.

14.11. Privacy 

Licensee acknowledges and agrees that for the purpose of this Agreement, The
Qt Company may collect, use, transfer and disclose personal data pertaining
to Designated Users as well as any other employees and directors of the Licensee
and its Contractors relevant for carrying out the intent of this Agreement.
Such personal data will be primarily collected from the relevant individuals
but may be collected also from Licensee (e.g. in the course of Licensee’s
reporting obligations). The Parties acknowledge that as The Qt Company determines
the purpose and means for such collection and processing of the applicable personal
data, The Qt Company shall be regarded as the Data Controller under the applicable
Data Protection Legislation. The Qt Company shall process any such personal
data in accordance with its privacy and security policies and practices, which
will comply with all applicable requirements of the Data Protection Legislation.

14.12. 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.

14.13. Marketing Rights 

Parties have agreed upon Marketing Rights pursuant to Appendix 7, if any.