License Terms for Squish, Coco and Test Center

These Squish, Coco and Test Center License Terms are an integral part of the Frame Agreement and specify the terms and conditions for the licensing of Squish, Coco and/or Test Center between The Qt Company and Customer. Any capitalized words not defined herein are as defined in the Frame Agreement. 

1. DEFINITIONS

1.1. “Customer’s Records” shall mean books and records that contain information bearing on Customer’s compliance with the Frame Agreement and these Squish, Coco and Test Center License Terms, including, but not limited to user information and assembly logs. 

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

1.3. “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 2.3 of these Qt License Terms.

1.4. “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 Customer and Designated User’s license to the Licensed Software. 

1.5. “License Fee” shall mean the fee charged to the Customer for rights granted under these Squish, Coco and Test Center License Terms.  

1.6. ”License Term” shall mean the agreed validity period of the license during which time the Customer may use the applicable Licensed Softwarepursuant to these Squish, Coco and Test Center License Terms. Agreed License Term, as ordered and paid for by the Customer, shall be memorialized in the applicable License Certificate. 

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

1.8.  “Licensed Software” shall mean software libraries and tools (including source code) as defined in Exhibit 1 hereto depending on which product(s) the Customer has purchased under the applicable Purchase Document.  

1.9. “Redistributables” shall mean Squish Hook, Qt Wrapper, startaut, and squishserver modules of Licensed Software.

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

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

1.12. “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 Customer under the Frame Agreement, they shall be considered as part of the Licensed Software hereunder.

2. LICENSES GRANTED

2.1. Software License

2.1.1. Subject to the terms of this Agreement, The Qt Company grants to the Customer a worldwide, non-exclusive, non-transferable license, valid for the License Term, to use and modify the Licensed Software for Customer's internal business purposes in the manner provided below. Customer may use Licensed Software source code solely to (i) compile Licensed Software against modifications Customer has made to The Qt Company’s Qt Software product, (ii) create a static build with Redistributables for Customer product, or (iii) build squishrunner for Python 3.9 programming language (or, upon separate written approval from Qt, other supported programming languages), and not for any other purposes. Customer may not, by any method, manner or means alter, amend, or modify Licensed Software source code.

2.1.2. License capabilities for Squish: License capabilities that are included in the Squish Tester and Execution Licenses are marked with ‘X’ in the below table.

2.1.3. Install and use capabilities for Licensed Software: Install and use capabilities that are included in the respective Squish, Coco and Test Center products are defined in the below table.

(a) If Customer’s License under these License Terms includes Redistributables, then Customer is entitled to distribute, for the life cycle of the Customer’s product, compiled binary versions of Redistributables to Customer’s customers as part of Customer’s product. 

(b) If Customer’s License structure includes the use of cross-compilation add ons, then Customer may use the source code provided solely for enabling embedded development and on-device testing, but the Customer may not, by any method, manner or means alter, amend, or modify such software source code.

2.1.4. 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, 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 License Term, such notification to be provided to the other Party no less than thirty (30) days before expiry of the respective License Term. The Qt Company shall, in good time before the due date for the above notification, remind the Customer on the coming Renewal Term. Unless otherwise agreed between the Parties, Renewal Term shall be 12 months.

2.1.5. 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.

2.2. Further Requirements

2.2.1. The licenses granted above in this Section 2 by The Qt Company to Customer 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 or right of any third party, or that violates any applicable law; 
3. Customer shall not use The Qt Company's or any of its suppliers' names, logos, or trademarks to market its products except that Licensee may use “Built with Qt” logo to indicate that Customer’s product was developed using the Licensed Software;   
4. Except for Redistributables, that may be distributed as part of Customer’s hardware product, Customer shall not distribute, transfer, publish, disclose, display or otherwise make the Licensed Software available in any part, separately or as part of any software package, to any third party; and
5. Customer shall not attempt or enlist a third party to conduct or attempt to conduct any of the above.

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

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

2.3. Evaluation License

2.3.1. Subject to the terms of these Squish, Coco and Test Center License Terms, 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 the 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. 

2.3.2. Upon the expiry of the Evaluation License Term, Customer must either discontinue use of the relevant Licensed Software or acquire a commercial Squish, Coco and/or Test Center License specified in Section 2.1 above. 

3. 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 the Customer. Third-Party Software will be listed in the Licensed Software documentation, as such may be amended from time to time. Customer acknowledges that use of Third-Party Software is in all respects subject to applicable license terms of applicable third-party right holders.

4. PRE-RELEASE SOFTWARE 

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

4.2. Such Pre-Release Software may be present complimentary for the Customer, 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 Software may not be at the level of performance and compatibility of a final, generally available, product offering.  The Pre-Release Software 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 Software commercially available, or provide any Support or Updates relating thereto. The Qt Company assumes no liability whatsoever regarding any Pre-Release Software, but any use thereof is exclusively at Customer’s own risk and expense.

4.3. For clarity, unless Licensed Software specifies different license terms for the respective Pre-Release Software, the Customer is entitled to use such pre-release software pursuant to Section 2 of these Squish, Coco and Test Center License Terms, just like other Licensed Software.

5. SUPPORT, UPDATES AND ONLINE SERVICES 

5.1. Upon due payment of the agreed License Fees the Customer 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 the Support Terms.

5.2. 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.

5.3. 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 Customer.

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

6. PURCHASE OF LICENSES  

6.1. License Fees. License Fees are described in the Purchase Document.   

6.2. Ordering Licenses

6.2.1. Customer may purchase Squish, Coco and/or Test Center 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. 

6.2.2. Unless expressly otherwise agreed, any price or other term quoted to the Customer shall only be valid for the thirty (30) days from the effective date of the Purchase Document. 

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 Frame 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 Frame Agreement. 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, such report to contain information, in sufficient detail, on the  Customer’s use of Licensed Software hereunder.

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’s, may, upon at least thirty (30) days’ prior written notice and at its expense, audit Customer with respect to the Customer’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 Customer’s place of business. Any possible in-person audit shall be conducted during regular business hours at Customer's facilities and 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 Frame Agreement. The Qt Company or the independent auditor acting on behalf of The Qt Company 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 an obligation of confidentiality under the Frame Agreement. 

7.2.2. If an audit reveals that Customer is using the Licensed Software beyond scope of the licenses Customer has paid for, Customer 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.  

7.2.3. In addition, in the event the audit reveals a material violation of the terms of the Frame Agreement (without limitation, underpayment of more than 10 % of License Fees or 10,000 euros (whichever is more), then the Customer shall pay The Qt Company's reasonable cost of conducting such 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 the Customer:

1. commits a material breach of the terms of the Agreement and has not, if the breach is capable of remedy, remedied the breach within a reasonable period of time (which shall be no less than 30 days) of The Qt Company’s written notice specifying the breach, or
2. becomes bankrupt, insolvent or goes into liquidation or debt restructuring.

8.2. Suspension of Rights. Instead of termination, The Qt Company shall have 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 or otherwise violates or is reasonably suspected to violate its obligations or terms under the Frame 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 expiry or termination of the Licenses for Licensed Software, Customer shall cease and shall cause all Designated Users (including those of its Affiliates’ and Contractors’) to cease using the Licensed Software. 

8.3.2. Upon such expiry or termination of Licenses hereunder, the Customer shall destroy or return to The Qt Company all copies of the respective Licensed Software 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

1. a copy for archiving purposes or as may be required under applicable law.
2. the right to distribute in Section 2.1.4. (2), which shall survive the termination or expiration of this Agreement and continue for the duration of the lifecycle of the Customer product utilizing the Redistributables.

8.3.3. Expiry 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 prior to the effective date of termination, and Customer pay to The Qt Company all such fees within 30 days from the effective date of termination of the licenses.

8.4. Extension of Rights under Special Circumstances

8.4.1. In the event of The Qt Company choosing not to renew Licenses, as set forth in Section 3.1 of these Squish, Coco and Test Center License Terms, 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 Customer of the terms of the Frame Agreement, then all valid and affected Licensed Software licenses possessed by the Customer at such date shall be extended to be valid in perpetuity under the terms of this Frame Agreement and Customer is entitled to purchase additional licenses as set forth in Section 7.2 of these Squish, Coco and Test Center License Terms.

8.4.2. In the event The Qt Company is declared bankrupt under a final, non-cancellable decision by relevant court of law, and the Frame Agreement is not, at the date of expiry of the software licenses, assigned to party, who has assumed The Qt Company’s position as a legitimate licensor of Licensed Software under the Frame Agreement, then all valid Squish, Coco and/or Test Center Licenses possessed by the Customer at such date of expiry, and which the Customer has not notified for expiry, shall be extended to be valid in perpetuity under the terms of the Frame Agreement.

8.4.3. For clarity, in case of an extension under this Section 8.4, 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 License Term regardless of the extension of relevant licenses, unless otherwise agreed between the Parties.