Qt Evaluation Agreement

Version 2024-08

1. Customer must read and accept this Agreement in order to use Licensed Software provided on an evaluation basis. If Customer does not agree to all terms of this Agreement, Customer should not accept this Agreement. Customer agrees that Customer has had sufficient opportunity to review this Agreement, understand its contents, and seek independent legal advice regarding this Agreement.

1.1. Unless otherwise provided in a signed or accepted agreement between Customer (as defined below) and The Qt Company Oy located at Miestentie 7, 02150 Espoo, Finland (“The Qt Company”), this Qt Evaluation Agreement (“Agreement”) governs Customer’s use and evaluation of the Licensed Software (as defined below) provided to Customer for evaluation purposes. The parties above are hereinafter individually referred to as a “Party” and collectively as the “Parties”.

2. DEFINITIONS

2.1. “Customer” shall mean the entity agreeing to this Agreement (whether through online acceptance of this Agreement or signature below). By entering into this Agreement, Customer agrees that the entity which Customer represents agrees to be bound by this Agreement.

2.2.  “Customer’s Records” shall mean books and records that contain information bearing on Customer’s compliance with the Agreement and Customer’s use of Qt Community Edition, and/or the payments due to The Qt Company under the Agreement. 

2.3. ”Designated User(s)” shall mean the employee(s) of Customer utilizing the Licensed Software.

2.4. “Development Platforms” shall mean the specified host operating system(s) on which Licensed Software can be used under the Development License.

2.5. “Evaluation License Term” shall mean a time period specified in the License Certificate for the Customer to use the relevant Licensed Software for evaluation purposes according to Section 4 of this Agreement.

2.6. “Intellectual Property Rights” shall mean patents (including utility models), design patents, and designs (whether or not capable of registration), chip topography rights and other like protection, copyrights, trademarks, service marks, trade names, logos or other words or symbols and any other form of statutory protection of any kind and applications for any of the foregoing as well as any trade secrets.

2.7. “Licensed Software” shall mean The Qt Company’s commercial software product which is licensed for use by Customer under this Agreement for evaluation purposes. The Qt Company may in the course of its development activities, at its free and absolute discretion and without any obligation to send or publish any notifications to Customer or in general, make changes, additions or deletions in the components and functionalities of the Licensed Software, provided that no such changes, additions or deletions will affect the already released version of the Licensed Software, but only upcoming version(s). Licensed Software is commercial computer software, developed at
private expense and offered to the public under standard commercial terms. Licensed Software does not include Third Party Software or Qt Community Edition.

2.8. “Permitted Software” shall mean third party products that are generally available to the public, which may include parts of Qt Community Edition or be developed using Qt Community Edition.

2.9. “Professional Services” shall mean The Qt Company’s professional-, consulting-, training- and/or project services delivered to Customer under this Agreement, in the event that The Qt Company offers Customer an evaluation workshop. Any such Professional Services are subject to the terms of the Evaluation Workshop Appendix attached hereto.

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

2.11. “License Information” shall mean information generated by The Qt Company for each Designated User respectively upon their download of the Licensed Software, which will be available under the respective Designated User’s Qt Account at account.qt.io (e.g., License Certificates). License Information will specify relevant information pertaining to the Licensed Software used.

2.12. “Qt Community Edition” shall mean the open source version of Qt Software available under the terms of the GNU Lesser General Public License, version 2.1 or later (“LGPL”) or the GNU General Public License, version 2.0 or later (“GPL”). For clarity, Qt Community Edition shall not be provided, governed or used under this Appendix.

2.13.  “Qt Software” shall mean the development and design software of The Qt Company, which The Qt Company makes available under commercial and/or open source licenses as either the “Licensed Software” or the “Qt Community Edition”.

2.14. “Third Party Software" shall have the meaning set forth in Section 5 of this Agreement. 

3. OWNERSHIP OF THE QT COMPANY

3.1. The Licensed Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Licensed Software is licensed, not sold. All of The Qt Company's Intellectual Property Rights are and shall remain the exclusive property of The Qt Company or its respective licensors . No rights to The Qt Company’s Intellectual Property Rights are assigned or granted to Customer under this Appendix, except when and to the extent expressly specified herein.

4. LICENSES GRANTED

4.1. Evaluation License

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

4.1.2. Right to distribute Licensed Software or use the Licensed Software for any purposes other than for Customer’s internal evaluation pursuant to above evaluation license grant is expressly prohibited. 

4.1.3. Upon the expiry of the Evaluation License Term, Customer must either discontinue use of the relevant Licensed Software or acquire a commercial License for any such further use of Licensed Software.

4.2. Further Requirements

4.2.1. The licenses granted in this Agreement are conditional and subject to Customer's compliance with the following terms: 

1. Customer shall not remove or alter any copyright, trademark or other proprietary rights notice(s) contained in any portion of the Licensed Software;
2. Customer shall not use Licensed Software in any manner or for any purpose that infringes, misappropriates or otherwise violates any Intellectual Property Right or right of any third party, or that violates any applicable law;
3. Customer shall not, and shall not permit any third party (including any Customer affiliate or contractor) to, use Licensed Software in any Prohibited Combination, unless Customer has received specific advance written permission from The Qt Company to do so. Absent such written permission, any and all distribution by Customer during the term of the Agreement of a hardware device or product: a) which incorporates or integrates any part of Licensed Software or Qt Community Edition; or b) where substantial functionality is provided by software built with Licensed Software or Qt Community Edition or otherwise depends on Licensed Software or Qt Community Edition, shall be considered to be commercial Device distribution and shall be dependent on Customer’s compliance with Qt’s commercial agreements (including but not limited to the obligation to pay applicable license fees for such distribution). Notwithstanding the foregoing, Customer is entitled to use and combine Licensed Software with Permitted Software. 
   
   

4.2.2. All fees under this Agreement are non-cancellable and non-refundable.     

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

6. LIMITED WARRANTY AND WARRANTY DISCLAIMER. The Qt Company hereby represents and warrants that: it has the power and authority to grant the rights and licenses granted to Customer under this Agreement. Except to the extent set forth above, the Services are delivered to Customer "as is" and to the maximum extent permitted by applicable law, exclusive of other warranties, whether express, implied, or otherwise.  

7. CONFIDENTIALITY

7.1. The Parties shall keep confidential and shall not use or disclose to any unauthorized third parties, any Confidential Information received from the other Party or otherwise learned in connection with the Agreement or the performance of the Agreement, without the prior written consent of the other Party. Confidential Information shall mean information that is designated as confidential or that would be reasonably understood to be confidential given the circumstances of disclosure and the nature of the information. The Parties shall not use Confidential
Information received from the other Party for any other purposes than the performance of the Agreement or the fulfilment of their rights and obligations hereunder. 

7.2. Each Party shall limit access the other Party’s Confidential Information only to those of its employees, Affiliates or financial or legal advisors who need access to the Confidential Information for the proper performance of the Party’s rights and obligations under the Agreement. Each Party shall ensure that the persons receiving Confidential Information of the other Party are bound by confidentiality obligations not less restrictive than those stipulated herein. Each Party shall protect the confidentiality of the other Party’s Confidential Information with at least the same degree of security as it exercises to its own confidential information, but no less than a standard of reasonable care.

7.3. The confidentiality obligation stipulated herein shall not be applied to material and information which: (i) has become generally available or otherwise public; (ii) becomes generally available or otherwise public due to a reason other than the negligence or omission of the recipient or its personnel or other actions in violation of agreements between the parties or  applicable legislation; (iii) the Party has lawfully received from a third party without any obligation of confidentiality; (iv) was lawfully in the possession of the receiving Party prior to receipt of the same from the other Party without any obligation of confidentiality related thereto; (v) a Party has developed independently without using material or information received from the other Party; or (vi) a Party must disclose pursuant to law, decree or other order issued by competent regulatory or governmental body or other public authority or a judicial order, in which case the Party shall, to the extent permitted by applicable law, inform the other Party in writing of the disclosure of information prior to such disclosure. 

7.4. Each Party shall, upon request of the other Party at any time, including upon termination, cancellation or expiry of the Agreement, promptly destroy or deliver to the other Party any and all Confidential Information of the other Party. Notwithstanding the foregoing, a Party may retain a copy of the Confidential Information in a secure location, if and solely to the extent required to comply with applicable laws or regulations. Any Confidential Information stored in electronic back-up form shall be rendered inaccessible and destroyed in accordance with standard back-up procedures. 

8. LIMITATION OF LIABILITY. EXCEPT FOR (I) CASES OF GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, (II) A BREACH OR VIOLATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, OR (III) WHERE REQUIRED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOST PROFITS, LOSS OF DATA, LOSS OF BUSINESS OR GOODWILL OR ANY OTHER INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE COST, DAMAGES OR EXPENSE OF ANY KIND, HOWSOEVER ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT AND EXCEPT IN CASES OF (I), (II), OR (III), IN NO EVENT SHALL EITHER PARTY’S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED TEN THOUSAND (10,000) EUROS.

9. TERM AND TERMINATION

9.1.  This Agreement shall enter into force upon acceptance of this Agreement by Customer and confirmation of evaluation by The Qt Company.

9.2. This Agreement shall remain in force until the expiration of the Evaluation License Term. In addition, The Qt Company may terminate this Agreement immediately if The Qt Company has a reason to believe that Customer has breached the terms of this Agreement.

9.3. Upon expiry or termination of the Agreement, (a) Customer shall cease using the relevant Licensed Software; and (b) Customer shall destroy or return to The Qt Company all copies of the respective Licensed Software and all related materials and will, upon request, certify the same by Customer’s duly authorized officer to The Qt Company upon its request.

10. GOVERNING LAW AND DISPUTE RESOLUTION. This Agreement shall be construed and interpreted in accordance with the laws of Finland, excluding its choice of law provisions. All disputes arising out of or in connection with this Agreement shall be finally settled in accordance with the laws of Finland, excluding its choice of law provisions, in the courts of Helsinki, Finland. This Section shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. 

11. RECORD-KEEPING AND REPORTING OBLIGATIONS; AUDIT RIGHTS

11.1. Customer’s Record-keeping

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

11.1.2. Customer shall, within thirty (30) days from receiving The Qt Company’s request to that effect, deliver to The Qt Company a report based on Customer’s Records, such report to contain information, in sufficient detail, on: (i) number and identity of users working with Licensed Software or Qt Community Edition, (ii) Customer’s use of Qt Community Edition (e.g., to ensure no Prohibited Combination occurs); and (iii) any other information pertaining to Customer’s compliance with the terms of the Agreement (e.g. information on products and/or projects), as The Qt Company may reasonably require from time to time.

11.2. The Qt Company’s Audit Rights

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

11.2.2. If an audit reveals that Customer is using the Licensed Software in an unauthorized manner, Customer shall pay to The Qt Company any amounts owed for such unauthorized use within thirty (30) days from receipt of the corresponding invoice from The Qt Company.

12. MISCELLANOUS 

12.1. Any terms and conditions that by their nature or otherwise reasonably should survive termination of this Agreement shall so be deemed to survive (e.g., Sections 2,3,4,5,6, 7, 9, 10). This Agreement 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. No modification of this Agreement shall be effective unless contained in a writing executed by an authorized representative of each Party. No standard terms and conditions or provisions of any Customer purchase order or other ordering form that Customer may use in connection with the acquisition of services will modify or affect this Agreement, the parties agree that any such terms and conditions are void with no legal effect. 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. If such an event results in a delay or nonperformance for a period of three (3) months or longer, then either Party shall have the right to terminate the Agreement with immediate effect without any liability other than previously incurred payment obligations. 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.

12.2. No Assignment. Customer shall not be entitled to assign or transfer all or any of its rights, benefits and obligations under this Agreement. The Qt Company shall be entitled to freely assign or transfer any of its rights, benefits or obligations under this Agreement.

12.3. Subcontractors. The Qt Company may utilize subcontractors in the performance under this Agreement, provided that The Qt Company remains responsible for the performance and compliance with this Agreement, as well as ensuring that subcontractors are required to abide by relevant restrictions (e.g., confidentiality) set forth in this Agreement.

12.4. Feedback. Customer agrees that, from time to time, The Qt Company, may request feedback from Customer regarding the Licensed Software (“Feedback”). Customer may choose to provide Feedback and agrees that The Qt Company may freely use, copy, disclose, and exploit any Feedback. No Feedback will be considered Customer Confidential Information unless explicitly agreed otherwise between the Parties.

12.5. Evaluation Information. Customer agrees and acknowledges that information regarding use of Qt Software will be handled in accordance with The Qt Company’s Privacy Policy, available at https://www.qt.io/terms-conditions/privacy-policy.

12.6. Export Control. Customer acknowledges that the Licensed Software, or portions thereof, may be subject to export control restrictions under the applicable laws of respective countries. Customer shall fully comply with all applicable export license restrictions and requirements, economic sanctions restrictions, as well as with all laws and regulations relating thereto, and shall procure all necessary governmental authorizations, including without limitation, all necessary licenses, approvals, permissions, or consents, where necessary.