Appendix for Axivion Products

Version 2024-02, compliant with Qt License Agreement 4, Qt Frame Agreement 2023-06, or later

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

2. DEFINITIONS

2.1. Capitalized words used in this Appendix are as defined below or as set forth in the Agreement. 

2.2. “Add-on Products” shall mean The Qt Company’s specific add-on software products which are not licensed as part of The Qt Company’s standard product offering, and are included into the scope of Licensed Software only if so specifically agreed between the Parties.

2.3. “Axivion Products” or “Licensed Software” shall mean software libraries and tools as defined in Exhibit 1 hereto and depending on which product(s) =Customer has purchased under the Purchase Document. 

2.4. “Axivion Site” shall mean Customer’s project team, organization or other corresponding unit specified in the Purchase Document for the Axivion Products. 

2.5. “Customer’s Records” shall mean books and records that contain information related to Customer’s compliance with the Agreement and this Appendix for Axivion Products, including, but not limited to Technical Team Member and Axivion Site information. 

2.6.  “Evaluation License Term” shall mean a time period—specified in the License Key —for Customer to use the relevant Axivion Products for evaluation purposes according to Section 3.2 of this Appendix for Axivion Products.

2.7. “License Key” shall mean an electronic key generated by The Qt Company for Customer in relation to the download of the Licensed Software. License Keys will specify relevant information pertaining to the scope of the Licensed Software subscription purchased by Customer (e.g., authorized Site designation and number of authorized Technical Team Members). 

2.8. “License Fee” shall mean the fees charged to Customer for usage rights granted under this Appendix for Axivion Products, as set forth in the relevant Purchase Documents.  

2.9. ”License Term” shall mean the agreed validity period of the Axivion Products license subscription during which Customer may use Axivion Products pursuant to these terms. The agreed License Term, as ordered and paid for by Customer, shall be memorialized in the applicable License Key. 

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

2.11. "Technical Team Members” or “TTM” shall mean software architects, developers and quality engineers working in or for the Axivion Site and involved in software projects that are analyzed using Axivion Products.

2.12. “Third-Party Software" shall have the meaning set forth in Section 4 of this Appendix for Axivion Products.

2.13. “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 may make Updates available to the Customer under the Support. Updates shall be considered as part of the Licensed Software hereunder.

2.14. “Upgrades” shall mean a release or version of the Licensed Software containing enhancements, maintenance and new features and are generally depicted as a change to the first digit of the Licensed Software version number. In the event that any Upgrades are provided to the Customer under the Frame Agreement, they shall be considered as part of the Licensed Software hereunder.

3. LICENSES GRANTED

3.1. Axivion Products License

3.1.1. Subject to compliance with the Agreement, The Qt Company grants to Customer a worldwide, non-exclusive, non-transferable license, valid for the License Term, to load, display, run, transfer and store Axivion Products for operational purposes of the Axivion Site and with the maximum number of permitted Technical Team Members, whereby Customer is permitted to install an unlimited number of copies of the Axivion Products identified with the respective electronic key of the Axivion Site (“Axivion Site License”). If the number of Technical Team Members of a Axivion Site exceeds the maximum number indicated on the confirmation of the Purchase Document, Customer shall be obliged to pay The Qt Company fees commensurate with the additional usage.

3.1.2. Upon expiry of the initially agreed License Term, the respective License Term shall be automatically extended to one or more Renewal Term(s), unless and until either Party notifies the other Party in writing no less than thirty (30) days before expiry of the respective License Term  that it does not wish to continue the License Term. The Qt Company shall, in good time before the due date for the above notification, remind Customer on the coming Renewal Term. Unless otherwise agreed between the Parties, the Renewal Term shall be equal to the length of the previous License Term, but no longer than thirty-six (36) months. 

3.1.3. Any 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. 

3.1.4. Except with the express written consent of The Qt Company,  Customer shall not:

1. adjust, modify, decompile, or otherwise amend the Axivion Products; 
2. connect the Axivion Products to other programs in a manner other than via the interfaces provided within Axivion Products for this purpose;
3. remove, circumvent, or modify copy protection mechanisms, elements of the program serving a digital rights management (DRM), security codes (if any) or features serving as identification of the Axivion Products, including the electronic key; or 
4. remove information, as contained in Axivion Products and program documentation, or remove or alter any copyright, trademark or other proprietary rights notice(s) contained in any portion of the Axivion Products; 
5. use Axivion Products 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 applicable law; 
6. use The Qt Company's or any of its suppliers' names, logos, or trademarks to market Customer’s products without written permission of The Qt Company; or
7. distribute, transfer, publish, disclose, display or otherwise make the Axivion Products available in any part, separately or as part of any software package, to any third party.

3.1.5. The Qt Company is entitled to control compliance with the foregoing provisions through technical means and to use such technical means (including but not limited to a program-lock) to ensure compliance with these provisions. 

3.1.6. Solely to the extent that any of the above terms conflict with mandatory applicable provisions of law, such conflicting terms shall not apply.

3.1.7. Any use of Licensed Software beyond the provisions of this Appendix for Axivion Products is strictly prohibited and requires, at a minimum, an additional license from The Qt Company.

3.2. Evaluation License

3.2.1. Subject to the terms of this Appendix for Axivion Products, the Qt Company grants to Customer a worldwide, non-exclusive, non-transferable license, valid for the Evaluation License Term to use the relevant Licensed Software product solely for  Customer’s internal use to evaluate and determine whether the Licensed Software meets Customer's business requirements, specifically excluding any commercial use of the Licensed Software or any derivative work thereof. 

3.2.2. Upon the expiry of the Evaluation License Term, Customer must either discontinue use of the relevant Licensed Software or acquire a commercial license for the relevant Licensed Software. 

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 comprise part of the Licensed Software. Third-Party Software will be listed and documented in the Axivion Products documentation (e.g., the Axivion Products copyright guide) as such may be amended from time to time. Customer acknowledges that use or distribution of Third-Party Software is in all respects subject to the applicable license terms of such third-party right holders.

5. PRE-RELEASE CODE

5.1. The Licensed Software may contain pre-release code and functionality, or sample code marked or otherwise stated with appropriate designation such as “Technology Preview”, “Alpha”, “Beta”, “Experimental”, “Sample”, “Example” etc. (“Pre-Release Code”). 

5.2. Such Pre-Release Code may be made available to Customer on a complimentary basis, in order to provide experimental support, information for new platforms, 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 commercial product release, if any. The Qt Company is under no obligation to make Pre-Release Code commercially available, or provide any Support or Updates relating thereto. To the fullest extent permitted by law, The Qt Company assumes no liability whatsoever regarding any Pre-Release Code; any use thereof is exclusively at Customer’s own risk and expense.

6. SUPPORT AND UPDATES 

6.1. Upon due payment of the applicable License Fees, Customer will be eligible to receive Support and Updates during the License Term or other agreed fixed time period. Support is provided according and subject to the applicable support terms for Axivion Products in the Appendix for Support Terms.

6.2. 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.

6.3. Unless otherwise agreed by the Parties in writing, The Qt Company shall not be responsible for providing any service or support to Customer’s customers.

7. RECORD-KEEPING AND REPORTING OBLIGATIONS; AUDIT RIGHTS

7.1. Customer’s Record-keeping

7.1.1. Customer shall at all times during the term of the Agreement or the validity period of any of the licenses hereunder, whichever is later, and for an additional period of two (2) years thereafter, maintain Customer’s Records in an accurate and up-to-date form. Customer’s Records shall be adequate to reasonably enable The Qt Company to determine Customer’s compliance with the provisions of the Agreement (including this Appendix). The records shall conform to general good accounting practices.  

7.1.2. Customer shall, within thirty (30) days from receiving The Qt Company’s request to that effect, deliver to The Qt Company a report based on Customer’s Records containing sufficiently detailed information on Customer’s use of Axivion Products.

7.2. The Qt Company’s Audit Rights

7.2.1. The Qt Company, or an independent auditor acting on behalf of The Qt Company, may, upon at least thirty (30) days’ prior written notice and at its expense, audit Customer with respect to Customer’s use of the Licensed Software, but no more frequently than once every six (6) months. Such audit may be conducted by mail, electronic means or through an in-person visit to Customer’s place of business. Any in-person audit shall be conducted during regular business hours at Customer's facilities, shall not unreasonably interfere with Customer's business activities, and shall be limited in scope to verification of Customer’s compliance with the Agreement. The Qt Company or its independent auditor shall be entitled to inspect Customer’s Records and conduct necessary interviews of Customer’s relevant employees and Contractors. All such Customer’s Records and use thereof shall be subject to the confidentiality obligations of the Agreement. 

7.2.2. If an audit reveals that Customer is using the Licensed Software beyond the scope of the agreed License grant, Customer shall pay to The Qt Company any amounts owed for such unauthorized use within thirty (30) days from issuance of the corresponding invoice from The Qt Company.  

7.2.3. In addition, in the event the audit reveals a material violation of the terms of the Agreement (including this Appendix), (including but not limited to underpayment of more than 10 % of License Fees or 10,000 euros, whichever is more), then Customer shall pay The Qt Company's reasonable cost of conducting the audit. 

8. TERMINATION

8.1. Termination of Licenses. The Qt Company may terminate all Customer’s rights to any and all Licensed Software (including access to Support), if Customer:

1. commits a material breach of this Appendix for Axivion Products or the Frame Agreement and has not remedied the breach within a reasonable period of time (which shall be no less than 30 days) from The Qt Company’s written notice specifying the breach; or
2. becomes bankrupt, insolvent or enters liquidation or debt restructuring.

8.2. Suspension of Rights. Instead of termination, The Qt Company reserves the right to suspend or withhold grants of any and all rights to the Licensed Software (including Support) hereunder, should Customer fail to make payment in timely fashion, otherwise violates or is reasonably suspected of violation of its obligations or terms under the Agreement, and where such violation or breach is not cured within ten (10) business days following The Qt Company’s written notice thereof.

8.3. Parties´ Rights and Duties upon Termination

8.3.1. Upon expiration or termination of the Axivion Products Licenses, Customer shall cease and shall cause all Technical Team Members to cease using the Axivion Products. 

8.3.2. Upon such expiry or termination of the Axivion Products Licenses, Customer shall destroy or return to The Qt Company all copies of the Axivion Products and all related materials, and will certify the same by Customer’s duly authorized officer to The Qt Company upon its request, provided however that Customer may retain and exploit such copies of the Axivion Products as it may reasonably require for archiving purposes or as may be required under applicable law.

8.3.3. Expiration or termination of any of Customer’s licenses hereunder for any reason whatsoever shall not relieve Customer of its obligation to pay any License Fees accrued or payable to The Qt Company under any existing or outstanding Purchase Document in effect prior to the effective date of termination, and Customer shall pay to The Qt Company all such unpaid fees due through the end of the Purchase Document’s term within thirty (30) days from the effective date of termination of the licenses.