QT MARKETPLACE LICENSE AGREEMENT

Agreement version 1.0
This Qt Marketplace License Agreement (“Agreement”) is a legal agreement for
the licensing of Licensed Software (as defined below) between The Qt Company
(as defined below) and the Licensee who has accepted the terms of this Agreement
by downloading or using the Licensed Software.

Capitalized terms used herein are defined in Section 1.

WHEREAS:
    (A) Licensee wishes to use the Licensed Software for the purpose of
        developing and distributing Applications and/or Devices (each as defined
        below); and
    (B) The Qt Company is willing to grant the Licensee a right to use Licensed
        Software for such a purpose pursuant to term and conditions of this
        Agreement.

NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

1. DEFINITIONS

“Affiliate” of a Party shall mean an entity (i) which is directly or indirectly
controlling such Party; (ii) which is under the same direct or indirect
ownership or control as such Party; or (iii) which is directly or indirectly
owned or controlled by such Party.  For these purposes, an entity shall be
treated as being controlled by another if that other entity has fifty percent
(50 %) or more of the votes in such entity, is able to direct its affairs and/or
to control the composition of its board of directors or equivalent body.

“Applications” shall mean Licensee's software products created using the
Licensed Software, which include the Redistributables, or part thereof.

“Contractor(s)” shall mean third party consultants, distributors and contractors
performing services to the Licensee under applicable contractual arrangement.

“Customer(s)” shall mean Licensee’s end users to whom Licensee, directly or
indirectly, distributes copies of the Redistributables.

“Data Protection Legislation” shall mean the General Data Protection Regulation
(EU 2016/679) (GDPR) and any national implementing laws, regulations and
secondary legislation, as may be amended or updated from time to time, as well
as any other data protection laws or regulations applicable in relevant
territory.

“Deployment Platforms” shall mean operating systems and/or hardware specified in
the Product Description, on which the Redistributables can be distributed
pursuant to the terms and conditions of this Agreement.

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

“Development License” shall mean the license needed by the Licensee for each
Designated User to use the Licensed Software under the license grant described
in Section 3.1 of this Agreement.

“Development Platforms” shall mean those operating systems specified in the
Product Description, in which the Licensed Software can be used under the
Development License.

“Devices” shall mean hardware devices or products that 1) are manufactured and
or distributed by the Licensee or its Affiliates or Contractors, and (2)(i)
incorporate or integrate the Redistributables or parts thereof; or (ii) where
the main user interface or substantial functionality of such unit , when used by
a Customer, is provided by Application(s) or otherwise depends on the Licensed
Software, regardless of whether the Redistributables are distributed together
with the hardware or not.

“Distribution License(s)” shall mean the license required for any kind of sale,
trade, exchange, loan, lease, rental or other distribution by or on behalf of
Licensee to a third party of Redistributables under this Agreement.

“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.

“License Fee” shall mean the fee charged to the Licensee for rights granted
under the terms of this Agreement.

“License Term” shall mean the agreed validity period of the Development License
during which time Licensee is entitled to use the Licensed Software.

“Licensed Software” shall mean Qt modules and tools listed in Product
Description, as well as corresponding online or electronic documentation,
associated media and printed materials, including the source code (where
applicable), example programs and the documentation, licensed to the Licensee
under this Agreement. Licensed Software does not include Third Party Software
(as defined in Section 4) or Open Source Qt. 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 the Licensee 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).

“Licensee” shall mean the individual or legal entity that is party to this
Agreement, as identified on the signature page hereof.

“Licensee’s Records” shall mean books and records that are likely to contain
information bearing on Licensee’s compliance with this Agreement, Licensee’s use
of Open Source Qt and/or the payments due to The Qt Company under this
Agreement, including, but not limited to user information, assembly logs, sales
records and distribution records.

“Modified Software” shall have the meaning as set forth in Section 2.3.

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

“Open Source Qt” shall mean the non-commercial Qt computer software products,
licensed 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, Open Source Qt shall not be provided nor governed under
this Agreement.

“Party” or “Parties” shall mean Licensee and/or The Qt Company.

“Pre-Release Code” shall have the meaning as set forth in Section 5.

“Product Description” shall mean documentation describing the Licensed Software
as well as any possible preconditions, restrictions and other terms relating to
use thereof by the Licensee under this Agreement.

“Redistributables” shall mean the portions of the Licensed Software, if any,
that may be distributed pursuant to the terms of a separate license agreement
between the Licensee and The Qt Company in object code form only, including any
relevant documentation. Where relevant, any reference to Licensed Software in
this Agreement shall include and refer also to Redistributables.

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

“Submitted Modified Software” shall have the meaning as set forth in Section
2.3.

“Support” shall mean standard developer support that is provided by The Qt
Company to assist Licensee in using the Licensed Software in accordance with The
Qt Company’s standard support terms available at https://www.qt.io/terms
conditions/ and as further defined in Section 8 hereunder.

“Taxes” shall have the meaning set forth in Section 10.2.

“Term” shall have the meaning set forth in Section 12.

“The Qt Company” shall mean:
          The Qt Company Ltd., a Finnish company with its registered office at
          Bertel Jungin aukio D3A, 02600 Espoo, Finland.

“Third-Party Software“ shall have the meaning set forth in Section 4.

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

“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 Licensee under this Agreement, they shall be considered as part
of the Licensed Software hereunder.

2. OWNERSHIP

2.1. Ownership of The Qt Company

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 licensors respectively.

2.2. Ownership of Licensee

All the Licensee's Intellectual Property Rights are and shall remain the
exclusive property of the Licensee or its licensors respectively.
All Intellectual Property Rights to the Modified Software, Applications and
Devices shall remain with the Licensee and no rights thereto shall be granted by
the Licensee to The Qt Company under this Agreement (except as set forth in
Section 2.3 below).

2.3. Modified Software

Licensee may create bug-fixes, error corrections, patches or modifications to
the Licensed Software (“Modified Software”). Such Modified Software may break
the source or binary compatibility with the Licensed Software (including without
limitation through changing the application programming interfaces ("API") or by
adding, changing or deleting any variable, method, or class signature in the
Licensed Software and/or any inter-process protocols, services or standards in
the Licensed Software libraries). To the extent that Licensee’s Modified
Software so breaks source or binary compatibility with the Licensed Software,
Licensee acknowledges that The Qt Company's ability to provide Support may be
prevented or limited and Licensee's ability to make use of Updates may be
restricted.

Licensee may, at its sole and absolute discretion, choose to submit Modified
Software to The Qt Company (“Submitted Modified Software”) in connection with
Licensee’s Support request, service request or otherwise. In the event Licensee
does so, then, Licensee hereby grants The Qt Company a sublicensable,
assignable, irrevocable, perpetual, worldwide, non-exclusive, royalty-free and
fully paid-up license, under all of Licensee’s Intellectual Property Rights, to
reproduce, adapt, translate, modify, and prepare derivative works of, publicly
display, publicly perform, sublicense, make available and distribute such
Submitted Modified Software as The Qt Company sees fit at its free and absolute
discretion.

3. LICENSES GRANTED

3.1. Development with Licensed Software

Subject to the terms of this Agreement, The Qt Company grants to Licensee a
worldwide, non-exclusive, non-transferable license, valid for the License Term,
to use, modify and copy the Licensed Software by Designated Users on the
Development Platforms for the sole purposes of designing, developing,
demonstrating and testing Application(s) and/or Devices, and to provide thereto
related support and other related services to end-user Customers.
Licensee may install copies of the Licensed Software on five (5) computers per
Designated User, provided that only the Designated Users who have a valid
Development License may use the Licensed Software.

Upon expiry of the initially agreed License Term, the respective License Terms
shall be automatically extended to one or more Renewal Term(s), unless and until
either Party notifies the other Party that it does not wish to continue the
License Term, such notification to be provided to the other Party before expiry
of the respective License Term.

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
pricing applicable at the commencement date of any such Renewal Term.

Any price or other term specified for a Renewal Term shall be valid only for the
specified time.

3.2. Distribution of Redistributables

Subject to the terms of this Agreement, The Qt Company grants to Licensee a
worldwide, non-exclusive, non-transferable, royalty-free, revocable (for cause
pursuant to this Agreement) right and license, valid for the Term, to

    (i)    distribute, by itself or through its Contractors, Redistributables as
           installed, incorporated or integrated into Applications and/or
           Devices for execution on the Deployment Platforms, and
    (ii)   grant sublicenses to Redistributables, as distributed hereunder, for
           Customers solely for Customer’s internal use and to the extent
           necessary in order for the Customers to use the Applications and/or
           Devices for their respective intended purposes.

3.3. Further Requirements

The licenses granted above in this Section 3 by The Qt Company to Licensee are
conditional and subject to Licensee's compliance with the following terms:

    (i)    Licensee shall not remove or alter any copyright, trademark or other
           proprietary rights notice(s) contained in any portion of the Licensed
           Software;
    (ii)   Applications must add primary and substantial functionality to the
           Licensed Software so as not to compete with the Licensed Software;
    (iii)  Applications may not pass on functionality which in any way makes it
           possible for others to create software with the Licensed Software;
           provided however that Licensee may use the Licensed Software's
           scripting and QML ("Qt Quick") functionality solely in order to
           enable scripting, themes and styles that augment the functionality
           and appearance of the Application(s) without adding primary and
           substantial functionality to the Application(s);
    (iv)   Licensee 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;
    (v)    Licensee shall not use The Qt Company's or any of its suppliers'
           names, logos, or trademarks to market Applications, except that
           Licensee may use “Built with Qt” logo to indicate that Application(s)
           was developed using the Licensed Software;
    (vi)   Licensee shall not distribute, sublicense or disclose source code of
           Licensed Software to any third party (provided however that Licensee
           may appoint employee(s) of Contractors as Designated Users to use
           Licensed Software pursuant to this Agreement).;
    (vii)  Licensee shall not grant the Customers a right to (i) make copies of
           the Redistributables except when and to the extent required to use
           the Applications and/or Devices for their intended purpose, (ii)
           modify the Redistributables or create derivative works thereof, (iii)
           decompile, disassemble or otherwise reverse engineer
           Redistributables, or (iv) redistribute any copy or portion of the
           Redistributables to any third party, except as part of the onward
           sale of the Device on which the Redistributables are installed;
    (viii) Use of Licensed Software may be subject to or dependent on certain
           additional hardware and/or software requirements as set forth in
           Product Description. Licensee shall strictly comply with any such
           preconditions or restrictions relating to use of Licensed Software
           specified in the Product Description;
    (ix)   Licensee shall cause all of its Affiliates and Contractors entitled
           to make use of the licenses granted under this Agreement, to be
           contractually bound to comply with the relevant terms of this
           Agreement and not to use the Licensed Software beyond the terms
           hereof and for any purposes other than operating within the scope of
           their services for Licensee. Licensee shall be responsible for any
           and all actions and omissions of its Affiliates and Contractors
           relating to the Licensed Software and use thereof (including but not
           limited to payment of all applicable License Fees);
    (x)    Except when and to the extent explicitly provided in this Section 3,
           Licensee shall not transfer, publish, disclose, display or otherwise
           make available the Licensed Software; and
    (xi)   Licensee shall not attempt or enlist a third party to conduct or
           attempt to conduct any of the above.

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

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

4. THIRD-PARTY SOFTWARE

The Licensed Software may provide links 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. In some cases, access
to Third-Party Software may be included with the Licensed Software. Such 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. Licensee acknowledges that use or distribution of
Third-Party Software is in all respects subject to applicable license terms of
applicable third-party right holders.

5. PRE-RELEASE CODE

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”, “Sample” etc. (“Pre-Release Code”).

Such Pre-Release Code may be present complimentary for the Licensee, 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 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 the first 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. The Qt Company assumes no liability
whatsoever regarding any Pre-Release Code, but any use thereof is exclusively at
Licensee’s own risk and expense.

For clarity, unless Licensed Software specifies different license terms for the
respective Pre-Release Code, the Licensee is entitled to use such pre-release
code pursuant to Section 3, just like other Licensed Software.

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 Licensee under this
Agreement.

Except as set forth above, the Licensed Software is licensed to Licensee "as is"
and Licensee’s exclusive remedy and The Qt Company’s entire liability for errors
in the Licensed Software shall be limited, at The Qt Company’s option, to
correction of the error, replacement of the Licensed Software or return of the
applicable fees paid for the defective Licensed Software for the time period
during which the License is not able to utilize the Licensed Software under the
terms of this Agreement.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE QT COMPANY ON BEHALF OF
ITSELF AND ITS LICENSORS, SUPPLIERS AND AFFILIATES, DISCLAIMS ALL OTHER
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON
INFRINGEMENT WITH REGARD TO THE LICENSED SOFTWARE. THE QT COMPANY DOES NOT
WARRANT THAT THE LICENSED SOFTWARE WILL SATISFY LICENSEE’S REQUIREMENTS OR THAT
IT WILL OPERATE WITHOUT DEFECT OR ERROR OR THAT THE OPERATION THEREOF WILL BE
UNINTERRUPTED.

7. INDEMNIFICATION AND LIMITATION OF LIABILITY

7.1. Limitation of Liability

EXCEPT FOR (I) CASES OF GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT,  AND (II)
BREACH OF CONFIDENTIALITY, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO
EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOSS OF PROFIT,
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.
EXCEPT FOR (I) CASES OF GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, AND (II)
BREACH OF CONFIDENTIALITY, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO
EVENT SHALL EITHER PARTY’S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED
THE AGGREGATE LICENSE FEES PAID OR PAYABLE TO THE QT COMPANY FROM LICENSEE
DURING THE PERIOD OF TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT
RESULTING IN SUCH LIABILITY.

THE PROVISIONS OF THIS SECTION 7 ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN
THE QT COMPANY AND LICENSEE AND THE PARTIES HAVE RELIED UPON THE LIMITATIONS SET
FORTH HEREIN IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, LICENSEE SHALL
ALWAYS BE LIABLE TO PAY THE APPLICABLE LICENSE FEES CORRESPONDING TO ITS ACTUAL
USE OF LICENSED SOFTWARE.

8. SUPPORT, UPDATES AND ONLINE SERVICES

Upon due payment of the agreed License Fees the Licensee will be eligible to
receive Support and Updates and to use the Online Services during the License
Term, when and to the extent Support, Updates and/or Online Services are
available for the Licensed Software, as specified in the Product Description.

Unless otherwise decided by The Company at its free and absolute discretion,
Upgrades will not be included in the Support but may be available subject to
additional fees.

From time to time The Qt Company may change the Support terms, provided that
during the respective ongoing License Term the level of Support provided by The
Qt Company may not be reduced without the consent of the Licensee.

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

9. CONFIDENTIALITY

Each Party acknowledges that during the Term of this Agreement each Party may
receive information about the other Party's business, business methods, business
plans, customers, business relations, technology, and other information,
including the terms of this Agreement, that is confidential and of great value
to the other Party, and the value of which would be significantly reduced if
disclosed to third parties (“Confidential Information”). Accordingly, when a
Party (the “Receiving Party”) receives Confidential Information from the other
Party (the “Disclosing Party”), the Receiving Party shall only disclose such
information to employees and Contractors on a need to know basis, and shall
cause its employees and employees of its Affiliates to: (i) maintain any and all
Confidential Information in confidence; (ii) not disclose the Confidential
Information to a third party without the Disclosing Party's prior written
approval; and (iii) not, directly or indirectly, use the Confidential
Information for any purpose other than for exercising its rights and fulfilling
its responsibilities pursuant to this Agreement. Each Party shall take
reasonable measures to protect the Confidential Information of the other Party,
which measures shall not be less than the measures taken by such Party to
protect its own confidential and proprietary information.

Obligation of confidentiality shall not apply to information that (i) is or
becomes generally known to the public through no act or omission of the
Receiving Party; (ii) was in the Receiving Party's lawful possession prior to
the disclosure hereunder and was not subject to limitations on disclosure or
use; (iii) is developed independently by employees or Contractors of the
Receiving Party or other persons working for the Receiving Party who have not
had access to the Confidential Information of the Disclosing Party, as proven by
the written records of the Receiving Party; (iv) is lawfully disclosed to the
Receiving Party without restrictions, by a third party not under an obligation
of confidentiality; or (v) the Receiving Party is legally compelled to disclose,
in which case the Receiving Party shall notify the Disclosing Party of such
compelled disclosure and assert the privileged and confidential nature of the
information and cooperate fully with the Disclosing Party to limit the scope of
disclosure and the dissemination of disclosed Confidential Information to the
minimum extent necessary.

The obligations under this Section 9 shall continue to remain in force for a
period of five (5) years after the last disclosure, and, with respect to trade
secrets, for so long as such trade secrets are protected under applicable trade
secret laws.

10. FEES, DELIVERY AND PAYMENT

10.1. License Fees

License Fees are charged in connection with completed purchase of the Licensed
Software unless Product Description provides a possibility to pay against an
invoice.  In case of payment against invoice, payments are due 30 days from the
date of invoice and late payment carries interest pursuant to seven (7) percent
per annum.

The License Fees shall not be refunded or claimed as a credit in any event or
for any reason whatsoever.

10.2. Taxes

All License Fees and other charges payable hereunder are gross amounts but
exclusive of any value added tax, use tax, sales tax, withholding tax and other
taxes, duties or tariffs (“Taxes”) levied directly for the sale, delivery or use
of Licensed Software hereunder pursuant to any applicable law.

11. RECORD-KEEPING AND REPORTING OBLIGATIONS; AUDIT RIGHTS

11.1. Licensee’s Record-keeping

Licensee shall at all times during the Term of this Agreement and for a period
of seven (7) years thereafter maintain Licensee’s Records in an accurate and up
to-date form.  Licensee’s Records shall be adequate to reasonably enable The Qt
Company to determine Licensee’s compliance with the provisions of this
Agreement. The records shall conform to general good accounting practices.
Licensee shall, within thirty (30) days from receiving The Qt Company’s request
to that effect, deliver to The Qt Company a report based on Licensee’s Records,
such report to contain information, in sufficient detail, on (i) number and
identity of users working with Licensed Software or Open Source Qt, and (ii) any
other information as The Qt Company may reasonably require from time to time.

11.2. The Qt Company’s Audit Rights

The Qt Company or an independent auditor acting on behalf of The Qt Company’s,
may, upon at least five (5) business days’ prior written notice and at its
expense, audit Licensee with respect to the Licensee’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 Licensee’s place of business. Any such in-person audit shall be conducted
during regular business hours at Licensee's facilities and shall not
unreasonably interfere with Licensee's business activities. The Qt Company or
the independent auditor acting on behalf of The Qt Company shall be entitled to
inspect Licensee’s Records and conduct necessary interviews of Licensee’s
relevant employees and Contractors. All such Licensee’s Records and use thereof
shall be subject to an obligation of confidentiality under this Agreement.

If an audit reveals that Licensee is using the Licensed Software beyond scope of
the licenses Licensee has paid for, Licensee agrees to pay The Qt Company any
amounts owed for such unauthorized use within 30 days from receipt of the
corresponding invoice from The Qt Company.

In addition, in the event the audit reveals a material violation of the terms of
this Agreement (without limitation, underpayment of more than 10 % of License
Fees  shall be deemed a material violation for purposes of this section), then
the Licensee shall pay The Qt Company's reasonable cost of conducting such
audit.

12. TERM AND TERMINATION

12.1. Agreement Term

This Agreement shall enter into force upon due acceptance by both Parties and
remain in force for as long as there is any Development License(s) purchased
under this Agreement in force (“Term”), unless and until terminated pursuant to
the terms of this Section 12.

12.2. Termination and suspension of rights

The Qt Company is entitled to terminate the Agreement forthwith in the event
Licensee commits a breach of any terms of this Agreement.
Instead of termination, The Qt Company shall have the right to suspend or
withhold grants of all rights to the Licensed Software hereunder, including but
not limited to the Development Licenses, Distribution License, and Support,
should Licensee fail to make payment in timely fashion or otherwise violates or
is reasonably suspected to violate its obligations or terms of this Agreement,
and where such violation or breach is not cured within five (5) business days
following The Qt Company’s written notice thereof.

12.3. Mutual Right to Terminate

Either Party shall have the right to terminate this Agreement immediately upon
written notice in the event that the other Party becomes insolvent, files for
any form of bankruptcy, makes any assignment for the benefit of creditors, has a
receiver, administrative receiver or officer appointed over the whole or a
substantial part of its assets, ceases to conduct business, or an act equivalent
to any of the above occurs under the laws of the jurisdiction of the other
Party.

12.4. Parties´ Rights and Duties upon Termination

Upon expiry or termination of the Agreement, Licensee shall cease using the
Licensed Software and distribution of the Redistributables under this Agreement.

Notwithstanding the above, in the event the Agreement expires or is terminatedas
a result of The Qt Company choosing not to renew the Development License(s) as
set forth in Section 3.1, then all valid licenses possessed by the Licensee at
such date shall be extended to be valid in perpetuity under the terms of this
Agreement.

Upon any such termination the Licensee shall destroy or return to The Qt Company
all copies of the Licensed Software and all related materials and will certify
the same to The Qt Company upon its request, provided however that Licensee may
retain and exploit such copies of the Licensed Software as it may reasonably
require in providing continued support to Customers.

Expiry or termination of this Agreement for any reason whatsoever shall not
relieve Licensee of its obligation to pay any License Fees accrued or payable to
The Qt Company prior to the effective date of termination, and Licensee shall
immediately pay to The Qt Company all such fees upon the effective date of
termination. Termination of this Agreement shall not affect any rights of
Customers to continue use of Applications and Devices (and therein incorporated
Redistributables).

12.5. Extension in case of bankruptcy

In the event The Qt Company is declared bankrupt under a final, non-cancellable
decision by relevant court of law, and this Agreement is not, at the date of
expiry of the Development License(s) pursuant to Section 3.1, assigned to party,
who has assumed The Qt Company’s position as a legitimate licensor of Licensed
Software under this Agreement, then all valid licenses possessed by the Licensee
at such date of expiry, and which the Licensee has not notified for expiry,
shall be extended to be valid in perpetuity under the terms of this Agreement.

13. GOVERNING LAW AND LEGAL VENUE

This Agreement shall be construed and interpreted in accordance with the laws of
Finland, excluding its choice of law provisions. The United Nations Convention
on Contracts for the International Sale of Goods will not apply to this
Agreement. Any disputes, controversy or claim arising out of or relating to this
Agreement, or the breach, termination or validity thereof shall be finally
settled by arbitration in accordance with the Arbitration Rules of Finland
Chamber of Commerce. The arbitration tribunal shall consist of one (1), or if
either Party so requires, of three (3), arbitrators. The award shall be final
and binding and enforceable in any court of competent jurisdiction. The
arbitration shall be held in Helsinki, Finland and the process shall be
conducted in the English language. This Section shall not preclude parties from
seeking provisional remedies in aid of arbitration from a court of appropriate
jurisdiction.

14. GENERAL PROVISIONS

14.1. No Assignment

Except in the case of a merger or sale of substantially all of its corporate
assets, Licensee shall not be entitled to assign or transfer all or any of its
rights, benefits and obligations under this Agreement without the prior written
consent of The Qt Company, which shall not be unreasonably withheld or delayed.
The Qt Company shall be entitled to freely assign or transfer any of its rights,
benefits or obligations under this Agreement.

14.2. No Third-Party Representations

Licensee shall make no representations or warranties concerning the Licensed
Software on behalf of The Qt Company. Any representation or warranty Licensee
makes or purports to make on The Qt Company’s behalf shall be void as to The Qt
Company.

14.3. Surviving Sections

Any terms and conditions that by their nature or otherwise reasonably should
survive termination of this Agreement shall so be deemed to survive. Such
sections include especially the following: 1, 2, 6, 7, 9, 11, 12.4, 13 and 14.

14.4. Entire Agreement

This Agreement and the exhibits hereto, 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.

14.5. Modifications

From time to time The Qt Company may change the terms of this Agreement by
publishing new terms on the Marketplace and without any further notification to
the Licensee, provided that no such change shall enter into force during any
ongoing License Term. Upon becoming effective, changed terms shall apply to all
Designated Users and their use of Licensed Software.

14.6. Force Majeure

Except for the payment obligations hereunder, 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
and which such Party cannot avoid or circumvent (“Force Majeure Event”). If the
Force Majeure Event results in a delay or non-performance of a Party for a
period of three (3) months or longer, then either Party shall have the right to
terminate this Agreement with immediate effect without any liability (except for
the obligations of payment arising prior to the event of Force Majeure) towards
the other Party.

14.7. Notices

Any notice given by one Party to the other shall be deemed properly given and
deemed received if specifically acknowledged by the receiving Party in writing
or when successfully delivered to the recipient by hand, fax, or special courier
during normal business hours on a business day to the addresses specified for
each Party on the signature page. Each communication and document made or
delivered by one Party to the other Party pursuant to this Agreement shall be in
the English language.

14.8. Export Control

Licensee acknowledges that the Redistributables, as incorporated in Applications
or Devices, may be subject to export control restrictions under the applicable
laws of respective countries. Licensee shall fully comply with all applicable
export license restrictions and requirements as well as with all laws and
regulations relating to the Redistributables and exercise of licenses hereunder
and shall procure all necessary governmental authorizations, including without
limitation, all necessary licenses, approvals, permissions or consents, where
necessary for the re-exportation of the Redistributables, Applications and/or
Devices.

14.9. No Implied License

There are no implied licenses or other implied rights granted under this
Agreement, and all rights, save for those expressly granted hereunder, shall
remain with The Qt Company and its licensors. In addition, no licenses or
immunities are granted to the combination of the Licensed Software with any
other software or hardware not delivered by The Qt Company under this Agreement.

14.10. Attorney Fees

The prevailing Party in any action to enforce this Agreement shall be entitled
to recover its attorney’s fees and costs in connection with such action.

14.11. Privacy

Licensee acknowledges and agrees that for the purpose of this Agreement, The Qt
Company may collect, use, transfer and disclose personal data pertaining to
Designated Users as well as any other employees and directors of the Licensee
and its Contractors relevant for carrying out the intent of this Agreement. Such
personal data may be collected from the Licensee or directly from the relevant
individuals. The Parties acknowledge that with regard to such personal data
processed hereunder, The Qt Company shall be regarded as the Data Controller
under the applicable Data Protection Legislation. The Qt Company shall process
any such personal data in accordance with its privacy policies and practices,
which will comply with all applicable requirements of the Data Protection
Legislation.

14.12. Severability

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.


