Lines Matching full:shall
22 "Affiliate" of a Party shall mean an entity (i) which is directly or indirectly
25 owned or controlled by such Party. For these purposes, an entity shall be
30 "Add-on Products" shall mean The Qt Company's specific add-on software products
32 which are not licensed as part of The Qt Company's standard offering, but shall
36 "Applications" shall mean Licensee's software products created using the
39 "Contractor(s)" shall mean third party consultants, distributors and
43 "Customer(s)" shall mean Licensee's end users to whom Licensee, directly or
46 "Data Protection Legislation" shall mean the General Data Protection Regulation
52 "Deployment Platforms" shall mean operating systems and/or hardware specified
56 "Designated User(s)" shall mean the employee(s) of Licensee or Licensee's
59 behalf of Licensee. Designated Users shall be named in the License Certificate.
61 "Development License" shall mean the license needed by the Licensee for each
69 "Development Platforms" shall mean those operating systems specified in the
74 "Devices" shall mean hardware devices or products that 1) are manufactured
80 together with the hardware or not. Devices covered with this Agreement shall
83 "Distribution License(s)" shall mean the license required for any kind of sale,
88 "Distribution License Packs" shall mean set of prepaid Distribution Licenses
93 "Intellectual Property Rights" shall mean patents (including utility models),
100 "License Certificate" shall mean a certificate generated by The Qt Company for
105 are considered part of the licenses granted hereunder and shall be updated
109 "License Fee" shall mean the fee charged to the Licensee for rights granted
112 "License Term" shall mean the agreed validity period of the Development License
117 "Licensed Software" shall mean either
138 "Licensee" shall mean the individual or legal entity that is party to this
141 "Licensee's Records" shall mean books and records that are likely to contain
147 "Modified Software" shall have the meaning as set forth in Section 2.3.
149 "Online Services" shall mean any services or access to systems made available
155 "Open Source Qt" shall mean the non-commercial Qt computer software products,
158 ("GPL"). For clarity, Open Source Qt shall not be provided nor governed under
161 "Party" or "Parties" shall mean Licensee and/or The Qt Company.
163 "Permitted Combination" shall have the meaning as set forth in Section
166 "Pre-Release Code" shall have the meaning as set forth in Section 4.
168 "Prohibited Combination" shall mean any means to (i) use, combine, incorporate,
174 "Qt 3D Studio" shall mean The Qt Company's productized offering, which consist
177 "Qt Design Studio" shall mean The Qt Company's productized offering, which
180 "Qt for Application Development" shall mean The Qt Company's productized
184 "Qt for Device Creation" shall mean The Qt Company's productized offering,
187 "Qt for MCUs" shall mean The Qt Company's productized offering, which consist
190 "Redistributables" shall mean the portions of the Licensed Software set forth
193 relevant, any reference to Licensed Software in this Agreement shall include
196 "Renewal Term" shall mean an extension of previous License Term as agreed
199 "Submitted Modified Software" shall have the meaning as set forth in
202 "Support" shall mean standard developer support that is provided by The Qt
208 "Taxes" shall have the meaning set forth in Section 10.5.
210 "Term" shall have the meaning set forth in Section 12.
212 "The Qt Company" shall mean:
224 "Third-Party Software" shall have the meaning set forth in Section 4.
226 "Updates" shall mean a release or version of the Licensed Software containing
230 in the Licensed Software version number. The Qt Company shall make Updates
231 available to the Licensee under the Support. Updates shall be considered as
234 "Upgrades" shall mean a release or version of the Licensed Software containing
237 provided to the Licensee under this Agreement, they shall be considered as
247 All of The Qt Company's Intellectual Property Rights are and shall remain the
251 All the Licensee's Intellectual Property Rights are and shall remain the
255 Devices shall remain with the Licensee and no rights thereto shall be granted
301 shall be automatically extended to one or more Renewal Term(s), unless and
305 Term. Unless otherwise agreed between the Parties, Renewal Term shall be of
308 Any such Renewal Term shall be subject to License Fees agreed between the
312 Any price or other term specified for a Renewal Term shall be valid only for
322 Company shall apply a reinstatement fee equal to ten percent (10 %) of the
332 period a Development License shall be subject to applicable License Fees for a
374 (i) Licensee shall not remove or alter any copyright, trademark or
386 (iv) Licensee shall not use Licensed Software in any manner or for any
390 (v) Licensee shall not use The Qt Company's or any of its suppliers'
394 (vi) Licensee shall not distribute, sublicense or disclose source code
401 (vii) Licensee shall not grant the Customers a right to (i) make copies
410 (viii) Licensee shall not and shall cause that its Affiliates or
411 Contractors shall not use Licensed Software in any Prohibited
420 Qt, shall be considered to be Device distribution under this
421 Agreement and shall be dependent on Licensee's compliance thereof
427 provided that Licensee shall in no way transfer, publish, disclose,
430 (ix) Licensee shall cause all of its Affiliates and Contractors
435 scope of their services for Licensee. Licensee shall be responsible
441 3, Licensee shall not transfer, publish, disclose, display or
443 (xi) Licensee shall not attempt or enlist a third party to conduct or
446 Above terms shall not be applicable if and to the extent they conflict with
494 for errors in the Licensed Software shall be limited, at The Qt Company's
513 EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOSS OF PROFIT,
520 EVENT SHALL EITHER PARTY'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT
530 NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, LICENSEE SHALL
549 Unless otherwise agreed, The Qt Company shall not be responsible for providing
561 shall only disclose such information to employees and Contractors on a need to
562 know basis, and shall cause its employees and employees of its Affiliates to:
568 shall take reasonable measures to protect the Confidential Information of the
569 other Party, which measures shall not be less than the measures taken by such
572 Obligation of confidentiality shall not apply to information that (i) is or
582 to disclose, in which case the Receiving Party shall notify the Disclosing
588 The obligations under this Section 9 shall continue to remain in force for a
598 The License Fees shall not be refunded or claimed as a credit in any event or
606 Agreement shall be valid for twelve (12) months from the date of this Agreement.
608 Licensee shall submit all purchase orders for Development Licenses and
611 for confirmation, whereupon the Purchase Order shall become binding between the
615 Unless otherwise agreed, Distribution Licenses shall be purchased by way of
629 License Fees and any other charges under this Agreement shall be paid by
637 interest rate stipulated by applicable law, shall be charged on any unpaid
645 applicable Taxes shall be paid by Licensee to The Qt Company, or, where
646 applicable, in lieu of payment of such Taxes to The Qt Company, Licensee shall
651 Licensee shall at all times during the Term of this Agreement and for a period
653 up-to-date form. Licensee's Records shall be adequate to reasonably enable The
655 Agreement. The records shall conform to general good accounting practices.
657 Licensee shall, within thirty (30) days from receiving The Qt Company's request
673 to Licensee's place of business. Any such in-person audit shall be conducted
674 during regular business hours at Licensee's facilities and shall not
676 the independent auditor acting on behalf of The Qt Company shall be entitled to
679 shall be subject to an obligation of confidentiality under this Agreement.
688 result from Prohibited Combination, shall be deemed a material violation for
689 purposes of this section), then the Licensee shall pay The Qt Company's
694 This Agreement shall enter into force upon due acceptance by both Parties and
700 Either Party shall have the right to terminate this Agreement upon thirty (30)
705 Instead of termination, The Qt Company shall have the right to suspend or
714 Either Party shall have the right to terminate this Agreement immediately upon
723 Upon expiry or termination of the Agreement, Licensee shall cease and shall
731 possessed by the Licensee at such date shall be extended to be
741 Upon any such termination the Licensee shall destroy or return to The Qt
747 Expiry or termination of this Agreement for any reason whatsoever shall not
750 shall immediately pay to The Qt Company all such fees upon the effective date
751 of termination. Termination of this Agreement shall not affect any rights of
762 for expiry, shall be extended to be valid in perpetuity under the terms of this
768 (i) this Agreement shall be construed and interpreted in accordance
776 the scope or applicability of this Agreement to arbitrate, shall
778 arbitrator. The arbitration shall be administered by JAMS pursuant
781 Section shall not preclude parties from seeking provisional
787 (i) this Agreement shall be construed and interpreted in accordance
793 shall be finally settled by arbitration in accordance with the
795 tribunal shall consist of one (1), or if either Party so requires,
796 of three (3), arbitrators. The award shall be final and binding and
798 shall be held in Helsinki, Finland and the process shall be
799 conducted in the English language. This Section shall not preclude
806 assets, Licensee shall not be entitled to assign or transfer all or any of its
808 consent of The Qt Company, which shall not be unreasonably withheld or delayed.
809 The Qt Company shall be entitled to freely assign or transfer any of its
813 Licensee shall make no representations or warranties concerning the Licensed
815 makes or purports to make on The Qt Company's behalf shall be void as to The
820 survive termination of this Agreement shall so be deemed to survive. Such
840 No modification of this Agreement shall be effective unless contained in a
842 condition contained in Licensee's Purchase Order ("Deviating Terms") shall
845 Deviating Terms shall be deemed void and with no legal effect. For clarity,
847 including Deviating Terms shall not constitute acceptance of such Deviating
851 Except for the payment obligations hereunder, neither Party shall be liable to
858 Party for a period of three (3) months or longer, then either Party shall have
864 Any notice given by one Party to the other shall be deemed properly given and
870 shall be in the English language.
875 the applicable laws of respective countries. Licensee shall fully comply with
878 hereunder and shall procure all necessary governmental authorizations,
885 Agreement, and all rights, save for those expressly granted hereunder, shall
891 The prevailing Party in any action to enforce this Agreement shall be entitled
901 data processed hereunder, The Qt Company shall be regarded as the Data
903 shall process any such personal data in accordance with its privacy policies
908 If any provision of this Agreement shall be adjudged by any court of competent
909 jurisdiction to be unenforceable or invalid, that provision shall be limited or
910 eliminated to the minimum extent necessary so that this Agreement shall
1109 Parties agree that Licensed Software shall also include the Add-On Products of
1193 additional definitions shall be applicable:
1195 "Trial Term" shall mean a period of twelve (12) months.
1202 During the Trial Term, Section 3 shall apply with following modifications
1204 (i) Licenses granted under Sections 3.1 and 3.2 shall be free of any
1217 remain in force, Licensee's Development Licenses shall be
1221 this Agreement shall continue to remain in force under the standard
1226 shall expire; provided however that
1231 the effective date. Licensee shall notify The Qt Company in
1241 (replacing the relevant definition of the Agreement, where applicable) shall be
1244 "Demo Units" shall mean (i) hardware development platform, which incorporates
1248 "Designated User(s)" shall mean the employees and students of the Licensee.
1250 "Licensee Products" shall mean Applications and/or Devices.
1252 "Permitted Purpose" shall mean (i) Licensee's internal evaluation and testing
1256 "Term" shall mean a period of twelve (12) months or any such other period as
1259 For the purpose of this Appendix 5, the following changes shall be agreed with
1261 I. Recital (A) shall be replaced in its entirety to read as follows:
1266 II. Section 3.1 shall be replaced in its entirety to read as follows:
1288 III. Sections 3.2, 3.3, 8 and 10 shall be deleted.
1290 IV. Section 3.4 shall be replaced in its entirety to read as follows:
1292 "Licensee shall not:
1306 Licensee shall cause all Designated Users who make use of the
1309 Licensed Software beyond the terms hereof. Licensee shall be
1317 V. Section 12 shall be replaced in its entirety to read as follows:
1319 "This Agreement shall enter into force upon due acceptance by both
1323 Upon termination of the Agreement, Licensee shall cease using the
1330 to the terms of the Agreement which shall remain in full force.