Appendix 1: Evaluation Workshop Terms

1. This Appendix 1: Evaluation Workshop Terms applies to Evaluation Workshops provided by The Qt Company to Customer. Evaluation Workshops (if applicable and agreed between the parties) are further detailed in Qt documentation issued to Customer (e.g., Qt quote and/or Workshop agenda materials).

2. Rights. All rights copyrights, trademarks, patents, and other intellectual property rights relating to all materials and documents (hereinafter “Deliverables”) pertaining to the Evaluation Workshop shall vest with The Qt Company. Customer is allowed to use Deliverables solely for Customer’s internal business purposes of evaluation and not to show, display or distribute Deliverables to any third party.

2.1. Notwithstanding the foregoing, all rights to Background IP shall remain and be exclusively vested with the respective Party or relevant third party rights-holder. Customer grants The Qt Company the right to use Customer’s Background IP solely for the purpose of performing the Evaluation Workshop and delivery of the Deliverables. “Background IP” shall mean any techniques, methods, ideas, concepts, programs or other technology, including all copyrights, trademarks, patents and other intellectual property rights therein of a Party or a third party that has been generated prior to or outside the scope of the Evaluation Workshop.

2.2. To the extent that the Evaluation Workshop includes and/or involves the use and optimization of The Qt Company’s Background IP: (i) Customer’s right to use such Background IP is granted and governed by the Agreement, and (ii) Customer is entitled to use any Background IP solely for its internal use to assess the Evaluation Workshop, and shall not distribute any Background IP of The Qt Company to any third parties in any form.

3. Payment. If the Evaluation Workshop is provided on a paid basis, the following terms apply:

1. The fee for the Evaluation Workshop is set forth in the corresponding Qt quote.
2. All payment obligations are non-cancellable, and all fees and charges are non-refundable. Value added tax shall be added to the prices in accordance with the then current applicable legislation.
3. Customer shall be invoiced the amount of Evaluation Workshop fee prior to the occurrence of Evaluation Workshop.
4. If travel expenses are applicable, the actual travel expenses of The Qt Company shall be invoiced after the Evaluation Workshop, and such expenses are not included in the Evaluation Workshop fee. Any travel arrangements shall be agreed separately in writing and are subject to approval by Customer.
5. The term of payment is thirty (30) days net from the date of invoice. A late payment charge of the lower of (a) one percent per month; or (b) the highest interest rate allowed by applicable law, shall be charged on any unpaid balances that remain past due.
6. If, at Customer’s request, the Evaluation Workshop is to be performed outside The Qt Company’s normal business hours, The Qt Company shall be entitled to charge additional charges pursuant to The Qt Company’s then-current price list.
   
   

4. Rescheduling Of Evaluation Workshop. Should Customer, due to documented business reasons, need to reschedule the workshop, Customer must contact The Qt Company at least thirty (30) days prior to the scheduled Evaluation Workshop dates and any rescheduling must be mutually agreed by the parties in writing. Should The Qt Company personnel incur sudden illness, injury, or other unforeseen similar Evaluation Workshops, The Qt Company will use best efforts to replace the personnel as soon as possible. In such an Evaluation Workshop, he Qt Company has the right to post-pone Evaluation Workshop to a later date, to be jointly agreed by the Parties.

5. Delivery. Evaluation Workshops shall be performed by qualified personnel and with due diligence and foresight. Evaluation Workshops shall be performed during the normal business hours of The Qt Company under The Qt Company’s standard working methods and procedures, and legislation applicable to the Evaluation Workshops personnel performing the work.  

6. Warranty. The Qt Company hereby represents and warrants that: (i) Evaluation Workshops will be performed in a professional, workmanlike manner pursuant to these terms. Except to the extent set forth above, the Evaluation Workshops are delivered to Customer "as is" and to the maximum extent permitted by applicable law, exclusive of other warranties, whether express, implied, or otherwise. Customer’s sole and exclusive remedy and Supplier’s entire liability for breach of warranty shall be limited, at Supplier’s option, to correction, re-performance of the Evaluation Workshop or return of the applicable fees paid.  

7. Miscellaneous. The Parties are independent contractors, not agents, partners or joint venturers. Further, nothing in this Appendix is intended to create any employment relationship between Customer and The Qt-Company’s provided resources.